Loading...
HomeMy WebLinkAboutResolution BPW 01-18-23-04; ($149,520.00);_Booth_Tarkington_Civic_Theatre;_Arts_GrantRESOLUTION NO. BPW 01-18-23-04 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING ARTS GRANT PROGRAM AGREEMENT WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana (“City”), is authorized to enter into contracts; and WHEREAS, pursuant to Indiana Code 36-4-5-3, the City’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Arts Grant attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 1. The foregoing Recitals are incorporated herein by this reference. 2. The receipt ofthe Contract is hereby acknowledged. 3. The Contract shall be promptly filed in the office of the Clerk and thereafter made available to the public for review. SO RESOLVED this day of , 2023. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2023\\Acknowledge ArtsGrantBoothTarkington Civic Theatre.docx1/9/202312:19PM 18th January DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 Not Present 1/19/2023 1/19/2023 1/19/2023 OF 1 , IlAu D f AW ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Cannel (the "City") and Booth Tarkington Civic Theatre (the Grantee"), is executed pursuant to the terns and conditions set forth herein. In consideration of those mutual undertakings and covenants, the parties agree as follows: 1. That on behalf of Grantee, a not -for -profit corporation, I, Julia T. Bonnett an authorized representative of Grantee, have applied for a City of Carmel Grantor") Arts Grant, said application attached hereto and made a part hereof as Exhibit "A." 2. Grant Agreement. The City, after review and recommendation by the Mayor, agrees to grant $ 149,520.00 to the Grantee for the eligible costs of the project (the "Project") or services as described in Exhibits "A" and `B" of this Agreement. The funds shall be used exclusively in accordance with the provisions contained in this Agreement. Generally, the Grant award may not exceed one third 1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the previous year. The City of Carmel may, however, make exceptions for start-up organizations that have been in existence for three (3) years or less. 3. Design and Implementation of Project. The Grantee agrees to use any and all grant funds in accordance with the proposal contained within this agreement and any documents attached to this Agreement, which are incorporated by reference. 4. Warranty of non-profit status. Grantee hereby represents and warrants that it is a not -for -profit entity with a determination letter from the Internal Revenue Service declaring that it is exempt from Federal income tax. DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 5. Payment of Grant Funds by the City. The payment of this Grant by the City to the Grantee shall be made in accordance with the following conditions: A. This Agreement must be fully executed and signed by both Grantee and Grantor. B. Grantee has attached all the following information, which it represents and warrants to be true and accurate, all which have been incorporated fully by reference: 1. An application and description of the proposed use of the grant funds (EXHIBIT A); and 2. A budget for the calendar or fiscal year for which the grant is requested EXHIBIT B); and 3. Certified copies of incorporation as a not -for -profit corporation under state law EXHIBIT C); and 4. A not -for -profit application or determination letter from the U.S. Internal Revenue Service identifying that it is a not -for -profit corporation that is exempt from Federal income tax (EXHIBIT D); and 5. Any audits, reviews or compilations available describing the financial condition of the Grantee, unaudited Balance Sheet and Income Statement, most recent available IRS Form 990, and the attached Affidavit (EXHIBIT E); and 6. A list of the Grantee's board of directors and officers listed (EXHIBIT F); and 7. A Year End Report from the previous year if Grantee received an Arts Grant from the City of Carmel in the previous calendar year, pursuant to paragraph 8 herein EXHIBIT G). C. Any other grant conditions that City requires to be met by Grantee, specifically: 6. Grantor's right to request audit or review. Grantee shall submit to an audit or review by an independent Certified Public Accountant of funds at the City's request, and shall make all books, accounting records and other documents available at all reasonable times during the term of this Grant Agreement, and for a period of three 3) years after final payment of funds under this Agreement, for the purpose of an audit by the City of Carmel, the State of Indiana, or their designees. Said review or audit, if requested, shall be performed by a Certified Public Accountant ("CPA") who F) DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 is neither an employee of Grantee nor a member of the Grantee's Board of Directors, to be provided to the City of Carmel by March 31 of the following year. 7. Quarterly financial statements. Grantee agrees to provide the City of Cannel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. Year-end review. Grantee agrees to provide the City of Carmel a year-end report Year End Report") for each year, describing how the grant was used and the impact of the dollars received. 9. Funding Credit. Grantee agrees to credit the City of Carmel in the printed materials associated with a funded program or project. The City of Carmel will supply, upon request, Grantee with the graphics/logos necessary for compliance. 10. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the City that it is statutorily eligible to receive these monies and it expressly agrees to repay all monies paid to it under this Grant, should a legal determination of its ineligibility be made by any Court of competent jurisdiction. 11. Use of Grant Funds by Grantee. The funds received by the Grantee pursuant to this Agreement shall be used only to implement the Project or provide the services in conformance with the Budget and for no other purpose. If it is determined by the City that misappropriation of funds have occurred, the Grantee must return all funds received by Grantor and individuals who misuse Grant funds may also be subject to civil and/or criminal liability under Indiana and Federal law. 12_ Employment Eligibility Verification. The Grantee affirms under the penalties of perjury that he/she/it does not knowingly employ an unauthorized alien. The Grantee affirms under the penalties of perjury that he/she/it has enrolled and is participating in the E-Verify prograin as defined in IC 22-5-1.7. The Grantee agrees to provide documentation to the City that he/she/it has enrolled and is participating in the E-Verify program. The City may terminate for default if the Grantee fails to cure a breach of this provision no later than thirty (30) days after being notified by the State. 13. Governing Law; Lawsuits. This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 3 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 14. Relationship of Parties. The relationship of the parties hereto shall be as provided for in this Agreement, and neither Grantee nor any of its compensated officers, employees, contractors, subcontractors and/or agents are employees of City. The Grant amount set forth herein shall be the full and maximum compensation and monies required of City to be paid to Grantee under or pursuant to his Agreement. 15. Severability. If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provision of this Agreement shall remain in full force and effect. 16. Entire Agreement. This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Grantee and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject to paragraph 15 hereof, to the extent any teen or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. IN WITNESS WHEROF, the parties hereto have made and executed this Agreement as follows: Booth Tarkington Civic Theatre ("Grantee") By: t / • -` - ( Signature) Julia T. Bonnett Director of Development & Administration Printed Name of Officer: Title: Date: 11 /29/2022 CITY OF CARMEL ("Grantor") James Brainard, Mayor Date: 1/3/2023 ATTEST: fit s• lk% C- Date: 1/3/2023 If you have any question concerning the City of Carmel's 2023 Arts Grant Program. grant writing. guidelines or application materials, contact: Sharon Kibbe. City of Cannel, One CNric Square, Carmel, IN 46032. Phone: 317-571-2483. +kibberdicarmd.tn.uo . 4 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: Booth Tarkington Civic Theatre Address: 3 Carter Green Carmel, IN 46032 Telephone: 317-853-6321 Fax: Contact Person: Julia Bonnett Email: julia@civietheatre.org APPLICATION AMOUNT: $ 225-000.00 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: Please see attached narrative. Additional pages may be added to Exhibit "A") Signature: J Printed Na of Officer: Julia T. Bonnett Title: Director of Development & Administration Date: 11/29/2022 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 BOOTH TARKINGTON CIVIC THEATRE 2023 CITY OF CARMEL GRANT APPLICATION ORGANIZATION DESCRIPTION Booth Tarkington Civic Theatre has been a vital part of the Central Indiana community for over 100 years by providing live entertainment, creative opportunities, and theatre education to residents of all ages and backgrounds. Civic's programs offer community members opportunities to directly participate on stage, behind the scenes, and in the classroom with the support of experienced theatre professionals. By bringing together the best of local and regional theatre professionals with highly talented volunteer talent, Civic is able to direct its resources into framing each avocational performer with the most up-to-date theatre techniques, technology, and facilities, effectively minimizing overhead costs while maximizing the participant's experience. These strategies result in productions of artistic excellence that rival the work presented by fully professional companies. Each season, Civic serves over 30,000 audience members through live theatrical performances. Education has been integral to operations since Civic's inception. Civic provides a broad range of performing arts workshops and classes for students with established professionals as instructors. To provide equal access for all students, Jr. Civic embraces the needs of at -risk students and implements numerous outreach programs to provide curriculum for these deserving yet underserved students. Education and outreach programs reach over 20,000 annually. PRODUCTION The current plan for the 2023-24 season includes eight productions in the Tarkington and two productions in the Studio Theater, which will provide opportunities for over 50,000 audience members to attend live theatre. Titles for the season are still being considered, and final decisions will be finalized in February 2024. Civic has secured the production rights to THE PROM as the season opening musical next October. The production schedule will follow Civic's typical season, outlined in the table below. PRODUCTION DATES SHOWS SEATS 1 Young Artists Program Musical June 2023 4 2,052 2 Mainstage Fall Musical October 2023 10 5,130 3 Children's Holiday Show December 2023 11 5,643 4 Mainstage Holiday Musical December 2023 18 9,234 5 Mainstage Winter Play February 2024 18 9,234 6 Spring Children's Production February 2024 11 5,643 7 Studio Spring Play March 2024 12 2,640 8 Mainstage Spring Musical April/ May 2024 11 9 Jr. Civic Musical June 2024 9 10 Young Artists Program REVUE! June 2024 2 TOTALS 1062 BOOTH TARKINGTON CIVIC THEATRE • 3 CENTER GREEN CARMEL, IN 46032 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 EDUCATION & OUTREACH dui In addition to its mainstage programming, Civic provides exceptional theatre education to over 20,000 community members through classes, workshops, outreach initiatives, and educational productions. Civic's educational workshops are unique to Central Indiana in that they are based on skill development rather than product development. In other words, Jr. Civic students develop essential life skills of communication, teamwork, and creativity, as they improve and perfect their performance skills. Civic's philosophy is to create a superior performer through proper technique and intensive study. This approach promotes meaningful and lasting change in the life of each student, whether they pursue a career in the performing arts or not. Civic serves Carmel's young residents by producing student matinees of mainstage and children's productions to appeal to audience members of all ages. Titles for children's productions are selected based on their appeal to students in grades K-12 and their relationship to current curriculum choices and academic standards. Civic's education department creates educator resources with ideas for classroom activities and discussion topics relating to the show's content, all tied to academic standards. DIVERSITY, EQUITY, INCLUSION, AND ACCESSIBILITY Civic is dedicated to solidifying its commitment to inclusion, diversity, equity, and access in all facets of operations — on stage, in the classroom, in the audience, and behind the scenes. As a part of this initiative, a recurring volunteer performer has been recruited to act as the Diversity Consultant. Having a Diversity Consultant from the black community on staff has been invaluable in expanding IDEA practices throughout the organization. Because of his direct influence, Civic was able to appropriately cast its production of THE COLOR PURPLE IN 2022, growing its volunteer and audience base. Civic is hopeful to continue to develop relationships with additional communities of color, especially Latinx and Asian communities, with the goal of amplifying their voices and telling their stories. Furthermore, Civic has secured two new titles for the 2023-24 and 2024-25 seasons that explore LGBTQ+ perspectives with themes of acceptance. While both of these titles are certainly risky amongst a largely conservative community, it perpetuates Civic's goal of presenting diverse stories and new Broadway musicals. With the success of other challenging pieces such as TO KILL A MOCKINGBIRD, HAIRSPRAY, THE COLOR PURPLE, and RENT, Civic is hopeful that audiences will welcome these stories and appreciate their reflections on the human experience. BOOTH TARKINGTON CIVIC THEATRE • 3 CENTER GREEN CARMEL, IN 46032 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 2023 PROPOSED USE OF GRANT FUNDS In 2023, Booth Tarkington Civic Theatre will use support from the City of Carmel to generate significant economic activity in the City of Carmel and improve the quality of life for community members through theatre access, education programs, and outreach initiatives. Grant funds will go directly toward production costs (contracted personnel, scenery, costumes, lighting, props, sound, etc.) during the 2023 calendar year to generate over 1,800,000 in economic impact for the City of Carmel, as outlined in the tables below. TITLE DATES EST. EXPENSES OF BUDGET GRANT ALLOCATION 1 THE DIARY OF ANNE FRANK 2/10/23 - 2/25/23 25,000.00 6% 13,489 2 THE CAT IN THE HAT 2/28/23 - 3/9/23 20,000.00 5% 10,791 3 MURDER ON THE ORIENT EXPRESS 3/10/23 - 3/25/23 25,000.00 6% 13,489 4 THE SOUND OF MUSIC 4/28/23 - 5/13/23 82,000.00 20% 44,245 5 NEWSIES, JR. 6/23/23 - 6/28/23 25,000.00 6% 13,489 6 REVUE! 6/27/2023 5,000.00 1% 2,698 7 LEGALLY BLONDE (YAP) 7/27/23 - 7/30/23 35,000.00 8% 18,885 8 THE PROM Oct 2023 75,000.00 18% 40,468 9 Children's Holiday Production Dec 2023 35,000.00 8% 18,885 10 Mainstage Holiday Production Dec 2023 90,000.00 22% 48,561 TOTAL DIRECT EXPENSES 417,000.00 100% 225,000.00 TOTAL PRODUCTION EXPENSES* 1,027,230.00 Includes production estimated direct expenses by show, CPA fees, and overhead production costs (salaries, benefits, scene shop, etc.) 2023 ESTIMATED RETURN ON INVESTMENT TITLE GRANT FUNDS EST. PATRONS ECONOMIC IMPACT* CARMEL ROI 1 THE DIARY OF ANNE FRANK 13,489 4,000 242,680.00 229,190.79 2 THE CAT IN THE HAT 10,791 4,000 146,680.00 135,888.63 3 MURDER ON THE ORIENT EXPRESS 13,489 2,000 131,340.00 117,850.79 4 THE SOUND OF MUSIC 44,245 5,000 318,350.00 274,105.40 5 NEWSIES, JR. 13,489 3,000 125,010.00 111,520.79 6 REVUE! 2,698 200 10,734.00 8,036.16 7 LEGALLY BLONDE (YAP) 18,885 1,800 100,206.00 81,321.11 8 THE PROM 40,468 3,500 236,845.00 196,377.37 9 Children's Holiday Production 18,885 4,000 202,680.00 183,795.11 10 Mainstage Holiday Production 48,561 8,000 581,360.00 532,798.85 TOTAL 225,000 35,500 2,095,885 1,870,885 The Arts Council of Indianapolis' 2017 Economic Impact study states that each arts patron spends approximately $30.67 beyond the cost of a ticket. The Total Economic Impact per audience member is calculated by adding this to each show's average ticket price. BOOTH TARKINGTON CIVIC THEATRE * 3 CENTER GREEN CARMEL. IN 46032 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 BOOTH TARKINGTON CIVIC THEATRE FY23 BOARD APPROVED BUDGET INCOME FY23 Ticket Sales 924,887 Sponsorships 80,000 Education & Classes 187,080 Miscellaneous Income 27,500 Total Earned Income 1,219,467 Grants & Contributions 126,000 Individual Gifts 235,000 Fundraising Events 90,000 Government Funding 242,000 Other Contributed Income 0 Total Contributed Income 693,000 In -Kind Revenue 150,900 TOTAL INCOME 2,063,367 EXPENSES FY23 Production Salaries & Payroll Taxes 255,001 Contracted Production Staffing 198,308 Production Material Costs 289,235 Education Expenses 39,500 Total Production Expenses 782,044 Center for the Performing Arts Fees $245,186 Administrative Salaries & Payroll Taxes 397,524 Benefits 70,176 Marketing 108,964 Administrative Expenses 92,740 Travel, Meals, Sponsor Expenses 83,000 Legal & Professional Fees 32,500 Operational Expenses 80,648 Total Operating Expenses 865,552 In -Kind Expenses 150,900 TOTAL EXPENSES 2,043,682 NET OPERATING INCOMEI(LOSS) Depreciation Expense NET INCOME/(LOSS) 19,686 17,000 2,686 jV BOOTH TARKINGTON CIVIC THEATRE • 3 CENTER GREEN CARMEL, IN 46032 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 c A R TIC LE 1 The name of this society -shall be the LITTLE THEATRE SM IETY OF INDIANA. A R T I C LE 2 The object of the society is the experimental and reportory presentation of both approved and untried dramatic works and the development of the resources of the community in the creation and interpretation of vital and artistic plays. A R T I OLE 3 The Hoard of Directors for the first ,year shall consist of ten and is made up as follows: Ellen S. Adams Maude Swift Anthony George C. Calvert James A. Harris T. Victor Keene ARTICLE 4 Meta Lieber W. F. McDermott Robert E. Tracy Frank S. C. Wicks Joseph Y. -Weber Thia society is not for pecuniary profit and incorporation is sought under the act approved Varch 6, 1889. Lis The above signatories personally appeared before me, Daisy N. Amthor, notary Publics and aoknowledged thoir si tares to this certificate of incorporation on this f day of August, 1919. DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 i STATE OF INDIANA DEPARTMENT OF STATE OTTO G. FIFIELD, Secretary of State To All To Whorl These Presents Shall Come, Greeting: I, OTTo G. FIFIL'LD, Secretary of State of the State of Indiana, hereby certify that the LITTLE THEATRE 90CIETY OF I?MIANA a corporation duly organized and existing under the laws of the State of Indiana, has this day filed in the office of the Secretary of State, a certificate in duplicate, showing an amendment to the articles of incorporation of said company by ohanging the name of en id corporation from LITTLE THE1TR`•-: SnCIFTY OF INDIA`TA to that of THE CIVIC THEATM OF 111MIAWAPOLIS, INCIO ?PnR4T: D. And I further certify that said certificate is now of record and oil file in this office. IN WITNESS WHEREOF, I have herewito set my ha"d a"d affixed the seal of 1he State u% bicArr"a, at the City of I»dianapolis, this 24th day of June Otto G."Fifield By J. 'Hiram .to- ineton A. D. 19 w9 17—t—r •-! Scat-- Aost • nea-tr L DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 0 A 1929 L1 : ' r'•`- r -ems • CERTIFICATE OF AIENDMENT OF ARTICLE_ I, OF THE ARTICLES_ OF INCORPORATION. LITTLE THEATRE SOCIM OF INDIANA BY CHANGE OF NAME , THE CIVIC THEATER OF INDIANA-POLIS INCORPORATED The undersigned, Mortimer Co Furscott, President of the Little Theatre Society of Indiana, a corporation organized and existing under "An Act for the incorporation of societies not for pecuniary profit, defining their powers and providing for the election of directors, the dissolution or such incor- porations, distribution of their property, and the changing of their articles of association, and declaring an emergency", adopted by the General Assembly of the State of Indiana, ap- proved March 69 1889, being Chapter LXXIX of the general lags of the State of Indiana for the year 1889, hereby certifies that Artiole V of the Code of Rules of said Little Theatre Society of Indiana provides as follows; The Articles of Incorporation, Code of Rules r and Code of By-laws of this Society may be amended by a three -fourths vote of the full membership of the Board at any regular meeting of the Board of Directors, or at a special meeting called for that purpose, provided written notice of the meeting, including the nature of the proposed amendment, be given at least one week in advance of the meeting. The undersigned further certifies that the Board of Di- rectors of said Society as at present constituted consists of nine members, and that at a special meeting of said Board, of which written notice stating the intention to amend the DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 n n Articles of Incorporation of said Society so as to change the name of the Society from "Little Theatre Society of In- diana" to "The Civic Theater of Indianapolis, Inoorpor aced" was given at least one week in advance, such meeting having been held on June ll, 1929, the following resolution was adopted by a three -fourths vote of the full membership of said Board of Directors: RESOLVED, That Article I of the Articles of Incorporation of this Society be and the same is hereby amended to read as follows: Article I. The name of this Society shall be The Civic Theater of Indianapolis, In- corporated.'" FURTHER RFK=D, That s copy of this resolu- tion, duly certified by the President of this So- oiety and under the seal of this Society, be filed in the office of the Secretary of State cf the State of Indiana, and recorded in the office of the Recorder of Marion County, Indiana. FURTHER RESOLVED, That a copy of such certifi- cates bearing upon the face thereof the file mark of the Secretary of State of the State of Indiana, and the stamp of tha Recorder of Marion County, Indiana, marked "Exhibit A" , be set forth at the foot of the minutes of this meeting, together with the certifi- oate of the Secretary of State attesting to such filing, his receipt for such filing fee, and the re- ceipt of the Recorder of Marion County $ Indiana, for such recording. WITNESS, the hand of said President and the seal of said X Society, this day of June, 1929. Corporate President of Little Theatre So - Seal ciety of Indiana, by change of name The Civic Theater of In- dianapolis, Incorporated. 2- DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 NYU ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION (NONPROFIT) state F" 4151 (R10 / 1-03) / Corporate Form No. 364-2 (May 1988) Approved by State Board of Accounts 19N INSTRUCTIONS: Use 8 1/2"x 11" whiiv paper for attachn*nfs. Presenl ongbt81 and one copy to address Ih upper rigW comer of this form. Please TYPE or PRINT Pkese 1/ts# ouroffrce an the web at www so&in.gov Indiana Secretary of State Packet: 194150-009 Filing Date: 07/07/201 1 Effective Date: 07/07/2011 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION TODO PONTA SECREURY OF STATE CORPORATIONS DIVISION E C E i. f Z W. VAM IhingIon St., Rm. E918 cl" O IN 462% i? F' O R..'f T I "r=3 7) 232-0576 11 FEB 14 Nfio 23-17-17-1atseq. 3Q.04 The undersigned officer of the Nonprofit Corporation named in Article I below (trereinafer mferrmd to as the "CorpotabonI desiring to g W9N ce of corporate action etiectuatingAmendment(s) to the Articles of Incorporation, oertifies the fdbyving facts: This Corporabon exists purauamt b: fdheclr eppropriale box] n The Indiana Not For -Profit Corporation Ad of 1971 (IC 23-7-1.1) as amended Cl Indiana General Not-For-Profti C orporation Ad {approved March 7, f 93 G L Indiana Nonprofit Corporation Act of 1991 (IC 23-17-1) as amended 00^ ARTICLE I Amendment(s) rlaN rnme orpar n The Booth Tarkington Civic Theatre of Indianapolis f NC• SECTION 2: Tire date of ar poration ofthe Cogxwaatoon is: 7 SECTION 3: The nerve of 1ha C ationfoliovilnp Ih' amendrmerl to Ire Articles of Incorporafon is: The Booth Tarkingtfln Civic Theatre lr%c,. SECTION 4 The exact text of Article(a)_ Artide 1 of theAnklee of I ncorporatbnb nowasbNows. The name of the corporation is The Booth Tarkington Civic Theatre Vrrc. SECTION 5 The data of adoption of the amendment to theArticle(s) 1 —was January 18 _ 2e 10 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 ARTICLE U - Manni-r of Adoption and Vote SEC71CN 1: Action by Board of Dizctcrs The Board of Directors duly adopted a resolution proposing to amend the Article(s) of Incorporation: (select one) At a meeting held on January 18 20 10 at which a quorum of such Board was present. By written consent executed on _ 20 , and signed by all members of such Board_ SECTION 2: Action by members IF APPROVAL OF MEMBERS WAS NOT REQUIRED: The Amendment(s) were approved by a sufficient vote of the Board of Directors or incorporators and approval of members was not required. Yes No The Amendments) were approved by a person other than the members, and that approval pursuant to Indiana Code 23-17-17-1 was obtained. Indiana Secretary of State Yes No packet: '194150-089 Filing bate: 07/0712011 IF APPROVAL OF MEMBERS WAS REQUIRED: Effective Date: 0710'1201'1 TOTAL MEMBERS OR DELEGATES ENTITLED TO VOTE AS A CLASS 1 2 3 MEMBERS OR DELEGATES ENTITLED TO VOTE MEMBERS OR DELEGATES VOTED IN FAVOR MEMBERS OR DELEGATES VOTED AGAINST The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By -Laws of the Corporation. I hereby verify, subject to penalties of perjury that the facts contained herein are true. Signature of current Printed name of 0111mr Jason Boyewsky TAe of ORke r Treasurer DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 State of Indiana Office of the Secretary of State CERTIFICATE OF AMENDMENT rQT1 THE BOOTH TARKINGTON CIVIC THEATRE OF INDI:ANAPOLIS INC I, CHARLES P. WHITE, Secretary of State of Indiana, hereby certify that Articles of Amendment of the above Non -Profit Domestic Corporation have been presented to me at my office, accompanied by the fees piescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Nonprofit Corporation Act of 1991. The name following said transaction will be: THE BOOTH TAR)MiGTON CIVIC THEATRE INC. Indiana Secretary of State Packet: '194150-089 Bring Date. 07/0712011 Effective Date: 07/07/201 '1 NOW, THEREFORE, with this document I certify that said transaction will become effective Thursday, July 07, 2011. ST'Ar&-" V z jb In Witness Whereof; I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, July 7, 2011. CHARLES P. WHITE, SECRETARY OF STATE 194150-089 / 2011070713077 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 L IDcparnnew of the Treasury 17IIRSI lntrraa7 Ravenue servici 9310 OGDEN UT 84201-0038 BOOTH TARKINGTON CIVIC THEATRE OF In reply refer to: 0437981551 Feb. 09, 2012 LTR 4168C 0 35-0230360 000000 00 00032627 BODC: TE INDIANAPOLIS INC ROBERT SORBERA RECEIVED FEB 13 2017 3 CENTER GREEN SUITE 200 CARMEL IN 46032 Employer Identification Number: 35-0230360 Person to Contact: EO ACCOUNTS Toll Free Telephone Number: 1-877-829-5500 Dear Taxpayer: This is in response to your Jan. 31, 2012, request for information regarding your tax-exempt status. Our records indicate that you were recognized as exempt under section 501(c)(3) of the Internal Revenue Code in a determination letter issued in May 1953. Our records also indicate that you are not a private foundation within the meaning of section 509(a) of the Code because you are described in section(s) 509(a)(1) and 170(b)(1)(A)(vi). Donors may deduct contributions to you as provided in section 170 of the Code. Bequests, legacies, devises, transfers, or gifts to you or for your use are deductible for Federal estate and gift tax purposes if they meet the applicable provisions of sections 2055, 2106, and 2522 of the Code. Please refer to our website www.irs.gov/eo for information regarding filing requirements. Specifically, section 6033(]) of the Code provides that failure to file an annual information return for three consecutive years results in revocation of tax-exempt status as of the filing due date of the third return for organizations required to file. We will publish a list of organizations whose tax-exempt status was revoked under section 6033(j) of the Code on our website beginning in early 2011. DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 00 + TT O. porgy aunt of L4e Treasury i R S 22 v ernaI Revenue Service OGD£N UT 94201-0038 019310.937256.0087.002 1 ME 0.404 536 BOOTH TARKINGTON CIVIC THEATRE OF INDIANAPOLIS INC ROBERT SORBERA 3 CENTER GREEN SUITE 200 CARMEL IN 46032 L9310 CUT OUT AND RETURN THE VOUCHER AT THE BOTTOM OF THIS PAGE IF YOU ARE MAKING A PAYMENT, EVEN IF YOU ALSO HAVE AN INQUIRY. The IRS address must appear in the window 0437981551 BODCD-TE INTERNAL REVENUE SERVICE OGDEN UT 84201-0038 Ifill Kill 1111111111111111111111111111II1,1111«11111 Use for payments Letter Number: LTR4168C Letter Date 2012-02-09 Tax Period 000000 IpflA IIIRdII I 350230360* BOOTH TARKINGTON CIVIC THEATRE OF INDIANAPOLIS INC ROBERT SORBERA 3 CENTER GREEN SUITE 200 CARMEL IN 46032 3SO2303LO NJ BOOT 00 2 000000 L70 00000000000 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 STATE OF INDIANA SS: COUNTY OF I Julia T. Bonnett of Booth Tarkington Civic Theatre an authorized representative being first duly sworn upon my oath, state that pursuant to paragraph 2 of the City of Carmel Arts Grant Program Agreement, all income of Grantee, including a City of Carmel arts grant, if applicable, revenue of sales, and/or ticket revenue, etc., in the previous year totaled $ 2,690,680.00 051AJ,'t ignature Printed Name Julia T. Bonnett Subscribed and sworn to before me, the undersigned Notary Public, this 2 - day of N CI 1 e0i der 2021 SEAL] Adam P Ruberry Notary Public - Seal State of Indiana Hamilton County My Commission Expires 11/24/2025 Commission No. NP0730154 Signature - Notary Public Printed Name vim. F, Resident of Nam 1 }04 County, Indiana My Commission Expires: I 1 /2-/A &-C- 0 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 Booth Tarldngton Civic Theatre Consolidated Statement of Financial Position As of Oct 31, 2022 Preliminary 31-Oct 2022 ASSETS Current Assets Cash and cash equivalents $ 405,875 Pledges receivable Current 134,613 Security deposits 1,000 Due From Other Funds - Miscellaneous Production Rental Income 41,328 Total current assets 582,816 Fixed Assets Furnishings & equip 281,263 Less accumulated depreciation (175,536) Net fixed assets 105,727 Pledges receivable LT - Pledges receivable Discount LT - TOTAL ASSETS $ 688,543 LIABILITIES AND NET ASSETS Liabilities Current Liabilities Accounts payable $ 27,525 Due to Other Funds - Accrued expenses 11,910 Deferred revenue 12,151 Other Current Liabilities - Total current liabilities 51,586 Loan Payable 149,620 TOTAL LIABILITIES 201,206 Net assets 487,337 TOTAL LIABILITIES AND NET ASSETS $ 688,543 For management use only — no assurance is provided on these financial statements. - 11/16/22 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 Booth Tarldngton Civic Theatre Consolidated Statement of Revenue, Expenses, and Net Assets As of Oct 31, 2022 Preliminary INCOME Production Revenue Support and Other Income TOTAL INCOME Miscellaneous Production Rental Income EXPENSES Production Expenses Operating Expenses Other Expenses (Deer) TOTAL EXPENSES In -Kind Revenue In -Kind Expenses Change in Net Assets NET ASSETS AT BEGINNING OF YEAR NET ASSETS AT YEAR TO DATE Actual Budget Variance FY23 Total Budget 311,113 $ 304,609 $ 6,505 $ 1,219,468 99,169 186,329 (87,160) 693,000 410,282 4 ) ,4 300,669 287,573 13,096 1,027,230 265,278 264,301 977 863,057 7,328 6,500 828 19,500 573,275 558,374 14,901 1, 909, 5 621,028 621,028 621,028 END OF PERIOD $ 458,035 $ 553,592 $ 623,714 For management use only — no assurance is provided on these financial statements.-11/16/22 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 EXTENDED TO MAY 16, 2022 Form 990 Department of the Treasury Internal Revenue Service Return of Organization Exempt From Income Tax Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private founciat Do not enter social security numbers on this form as it may be made public. Go to www.irs.goy/Form990 for instructions and the latest information. OMB No. 1545-0047 Open to Public Inspection A For the 2020 calendar year, or tax year beginning JUL 1 , 2 0 2 0 and ending JUN 30, 2 0 21 B Check if C Name of organization D Employer identification number applicable: C-hm'ges THE BOOTH TARKINGTON CIVIC THEATRE, change Doing business as OInluairen; Number and street (or P.O. box if mail is not delivered to street address) eturn/ 3 CARTER GREEN atedfflCity or town, state or province, country, and ZIP or foreign postal code return CARMEL , IN 46032 t' on°ra F Name and address of principal ofBcer:01CHAEL LASLEY pending SAME AS C ABOVE INC. 35- 0230360 Room/ suite E Telephone number 317- 843-3800 G Gross receipts $ 1,076,281. H( a) Is this a group return for subordinates? =Yes 0 No H( b) Are all subordinates included?=Yes = No Tax- exempt states: 501(c)(3) 501(c) ( (insert no.) 4947(a)(i) or 527 If "No," attach a list. See instructions d Website: WWW . CIVICTHEATRE . ORG H(c) Group exemption number K Form of organization; M Corporation Trust Association Other L Year of formation: 1914 M State of legal domicile: TN Part 1 I Summary m 1 Briefly describe the organization's mission or most significant activities: TO FOSTER A LOVE OF THEATRE THROUGH IMAGINATION, EDUCATION, AND PARTICIPATION. E 2 Check this box LJ if the organization discontinued its operations or disposed of more than 25% of its net assets. m 0 3 Number of voting members of the governing body (Part VI, line 1 a) ...... ......... .... 3 33 32 0Cd 4 Number of independent voting members of the governing body (Part VI, line 1 b) _ .. _- _-. 4 49 5Totalnumberofindividualsemployedincalendaryear2020 (Part V, line 2a) . - 5 521 6Totalnumberofvolunteers (estimate if necessary) .... .......... ... 6 0. a7aTotalunrelatedbusinessrevenuefromPartVIII, column (C), line 12 7a 0. bNetunrelatedbusinesstaxableincomefromForm990-T, Part I, line 11..................................................... 7b Prior Year Current Year m 8 Contributions and grants (Part VIII, line 1 h) 673,927. 861,804. 9 Program service revenue (Part VIII, line 2g) ..... . ............. 813,606. 149,355. 479. 600. 10Investmentincome (Part VIII, column (A), lines 3, 4, and 7d) -- - 11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 1 Oc, and 11 e) 31,086. 25,489. 12 Total revenue - add lines 8 through 11 (must equal Part VIII, column (A), line 12) .. 1,519,098. 1,037,248. 13 Grants and similar amounts paid (Part IX, column (A), lines 1-3) 0. 0 14 Benefits paid to or for members (Part IX, column (A), line 4) . . ... . ...... . .... ... 0. 0. aa) 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) 651,361. 636,206. 0. 0. 16a Professionalfundraisingfees (Part IX, column (A), line 11 e) - . CL x bTotal fundraising expenses (Part IX, column (D), line 25) 0, 18,959. 867,478. 491,274. w 17Otherexpenses (Part IX, column (A), lines 11 a-11 d, 11 f-24e) 18 Total expenses. Add lines 13-17 (must equal Part IX, column (A), line 25) _....... 1 , 518,839. 1,127,480. 19 Revenue less expenses. Subtract line 18 from line 12 .......................... 259. 9 0 , 2 3 2 Beginning of Current Year End of Year NR 20 Total assets (Part X, line 16) ......... ....... .. ........... „ ... __ ._ .... 614, 899 . 393,165 . 615 , 9 5 5 . 4 8 5 , 0 9 7 - 21 Totalliabilities (Part X, line 26) ............................. „_ ............ .... .. ZE 22 Net assets or fund balances. Subtract line 21 from line 20 ...... .............................. 1 , 0 5 6 . 91, 9 3 2 . l Hart II I btgnature LROCK Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (older than officer) is based on all information of which preparer has any knowledge. Sign ignature o o fcer Date Here MICHAEL LASLEY, EXECUTIVE ARTISTIC DIRECTOR ype or print name and title Print/Type preparer's name Preparer's signature ate check U I IN Paid 3L I ZABETH M . BELCHER , CPAJELIZABETH M . BELCHE 0 2 / 15 / 2 2 self-employed P01227829 Preparer Firm' s name SPONSEL CPA GROUP, LLC Firm's EIN 2 7 -- 0 8 519 8 3 Use Only Firm'saddress 251 N. ILLINOIS ST. STE 450 INDIANAPOLIS, IN 46204 Phoneno.( 317 ) 608-6699 May the IRS discuss this return with the sparer shown above? See instructions ....... ... ................. LIJ Yes No 032001 12- 23-20 LHA For Paperwork Reduction Act Notice, see the separate instructions. Form 990 (2020) DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 BOOTH TARKINGTON CIVIC THEATRE 2022/23 BOARD OF TRUSTEES Executive Officers Todd C. Lady, Chair Taft Stettinius & Hollister LLP Stephanie C. Kim, Immediate Past Chair Telamon Joshua K. Malarsky, Chair -Elect Katz, Sapper & Miller Scott S. Luc, Treasurer Merrill Lynch Wealth Management Ellen R. Rogers, Secretary Independent Community Relations Contractor Trustees Jay H. Black Voice Over Actor Kristen D. Boice Pathways to Healing Counseling, LLC Mary C. Bowman Freelance Musician & Educator Melissa Cohen Congregation Beth -El Zedeck Patrick A. Drewry Drewry Simmons Vomehm Adrianne Epstein Carmel Travel Company Bruce E. Heslin St. Vincent Medical Group Sydnie Johnson Engaging Solutions, LLC Jeanine Kerridge Barnes & Thornburg, LLP Mo Merhoff OneZone (Retired) John O'Brien Frith Third Insurance Michelle Pheffer Light Bound Ilissa E. Rassner Eli Lilly and Company Kristen Robertson The Worth Collection, LTD Munjot Sahu Eli Lilly & Company F Brian Smiler Roche Diagnostics Operations, Inc. Ann M. Soards Community Volunteer Christina Sparks Amazon.com J. Keith Stucker JKS Investment Group Laurie Tanselle CFP and Community Volunteer Justin M. Verbeten BKD, LLP Honorary Trustees Donald E. Knebel, Chair Emeritus Barnes & Thornburg, LLP Katherine B. Appel Community Volunteer Thomas W. Beeler Community Volunteer Jason R. Boyewsky The National Bank of Indianapolis, Retired D. Peter Dunbar KeyBank Jeffrey E. Good Milestone Financial Advisors Connie R. Horwitz Indianapolis Power & Light Co., Retired Charlie Morgan EMMIS Communications Katharine Mothershead-Kruse Mothershead Foundation Hilary Stout Salatich Community Volunteer Carolyn M. Schaefer Gray CMS Investments Charles P. Sutphin Netherleigh Enterprises, LLC Lynn C. Tyler Barnes & Thornburg, LLP Lynn C. Wilson Crosby Wilson Consulting D BOOTH TARKINGTON CIVIC THEATRE • 3 CENTER GREEN CARMEL, IN 46032 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 BOOTH TARKINGTON CIVIC THEATRE 2022 CITY OF CARMEL GRANT REPORT November 30, 2022 2022 IN REVIEW 2022 marked a transitional year from the depths of the pandemic to resurfacing and returning to typical production. Civic has produced seven shows thus far including THE 39 STEPS, WAIT UNTIL DARK, MATILDA THE MUSICAL, REVUE!, THE LITTLE MERMAID, JR., 42ND STREET, and RENT. The final production of 2022, A CHRISTMAS STORY THE MUSICAL, opens on December 2. The beginning of 2022 was fraught with the rise of COVID variants, prompting the postponement of THE DIARY OF ANNE FRANK (replaced with THE 39 STEPS), the cancellation of Winter Session I classes (January), and the cancellation of THE CAT IN THE HAT (February). Over the winter, six out of thirteen permanent staff members contracted COVID despite being fully vaccinated and boosted. In the spring, the second weekend of MATILDA THE MUSICAL was cancelled due to a COVID outbreak in the cast, resulting in a loss of at least $25,000 in revenue. Beyond cancellations and staff absences, the psychological impact on staff motivation continues to afflict the organization. In September, the Center for the Performing Arts implemented safety protocols that included masking requirements as well as required poof of vaccination or a negative test before entering the theaters. This decision caused tension among patrons and the Carmel community, requiring a revised communications strategy and specialized customer service. The staff has been faced with unprecedented and demoralizing decision making, intense criticism from patrons regarding safety measures, a constant demand to adapt and learn new skills, and the whiplash of returning to full production under a cloud of uncertainty. Staff members have been operating in crisis mode and the transition "back to normal" has been challenging. The organization is tasked with addressing the aftereffects of these challenges in order to cultivate a healthy culture moving forward. Over the summer, Civic's fate began to shift. Civic produced three educational productions (REVUE!, LITTLE MERMAID, JR., and 42ND STREET) and hosted several rounds of summer camps for children ages six to fourteen. Most notably, Civic Theatre produced its annual cabaret for high school students, REVUE!. The structure of this project allows students to write their own stories and experiences to share with audiences over two intimate performances. This year's cast was made up of twelve high school students, several of whom identify as transgender or nonbinary, and the show revolved around the realities of being a teenager today through the lenses of social media, dating, bullying, and family. It was an honest representation of the teenage experience and the hardships felt at this time in history. This program has flourished since its inception in 2017, with this production being the most heartfelt and impactful yet. This season's heartaches were soothed, and artistic successes amplified by the financial stability established over the past year. Strategies implemented before and during this height of the pandemic have put Civic in a better economic position than ever before, providing an opportunity to reimagine daily operations and better plan for the long-term future. Civic has a significant amount of cash on hand, relieving the organization from the financial stress of survival -mode it has been under for the past seven years. It is the beginning of a new chapter for the theatre, built on a solid foundation. BOOTH TARKINGTON CIVIC THEATRE - 3 CENTER GREEN CARMEL, IN 46032 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 V USE OF GRANT FUNDS & COMMUNITY IMPACT During the 2022 calendar year, Civic Theatre is proud to have produced eight opportunities for audience members to experience the joy of live theatre. With an estimated audience of 21,813 patrons, Civic is proud of the strides it has made during this challenging time to adapt its business model to serve the community and accomplish its mission. During the 2021-22 season, Civic welcomed audience members and students from 60 counties across the state. 52% of patrons amved from Hamilton County, 26% from Marion County, 8% from Boone County, 8% from other Central Indiana counties, and 6% from outside of Central Indiana. 13,323 patrons were new to Civic Theatre, with 41 % arriving from Hamilton County, 23% from Marion County, 7% from Boone County, 10% from other Central Indiana counties, and 19% from outside of Central Indiana. Funding from the City of Carmel Arts Grant has been used to offset expenses associated with these productions such as production staff salaries, contract production staff wages, scene shop expenses, costuming, lighting, sound, royalties, props, and special effects. A breakdown of expenses by show and Carmel's Return on Investment are outlined in the table below: TITLE 10IRE >T aP FUNDS APPLIED AUDIENCE. I ECONOMIC IMPACT CITY ROI THE 39 STEPS 21,585 9,090 1,400 84,938 75,848 WAIT UNTIL DARK 32,932 13,869 1,022 62,005 48,136 MATILDA THE MUSICAL 108,680 45,769 3,007 182,435 j $ 136,666 THE LITTLE MERMAID, JR. 29,679 12,499 2,978 180,675 168,176 REVUE! 3,945 1,661 251 15,228 13,567 42ND STREET (YAP) 44,580 18,774 1,648 99,984 81,210 RENT 90,053 37,924 3,507 212,770 174,845 A CHRISTMAS STORY 112,350 443,805 47,314 186,900 8,000 21,813 485,360 $ 438'046 1,323,395 $1,136,495TOTAL LOOKING FORWARD Civic Theatre is infinitely grateful to the City of Carmel for being a champion of the arts, making it possible for Civic to provide theatrical opportunities for its community. The arts are an indispensable tool for reflection and can aid in the process of acknowledging and addressing life's heartbreaks while celebrating what it means to be alive. Civic is proud to be a part of this process in the Carmel community and looks forward to connecting with audiences from the Tarkington stage. BOOTH TARKINGTON CIVIC THEATRE • 3 CENTER GREEN CARMEL, IN 46032 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57