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Paperless Packet for BPW 01.18.23
Board of Public Works and Safety Meeting Agenda Wednesday, January 18, 2023 – 10:00 a.m. Council Chambers City Hall, One Civic Square MEETING CALLED TO ORDER 1. MINUTES a. Minutes from the January 4, 2023, Regular Meeting 2. BID OPENING AND AWARD a. Bid Opening for Gray Road Multi-Use Path Project #16-ENG-97A; Jeremy Kashman, City Engineer b. Bid Award for Water Distribution Building Roof Replacement; John Duffy, Director of the Department of Utilities 3. CONTRACTS a. Request for Purchase of Goods and Services; Candy Martin; ($3,600.00); Advisor for the Carmel Mayor’s Youth Council; Additional Services Amendment; Mayor James Brainard b. Request for Purchase of Goods and Services; CC&T Construction; ($14,713.80); 22- STR-10 Concrete Panels; CO #1; Lee Higginbotham, Street Commissioner c. Request for Purchase of Goods and Services; Yardberry Landscape Company; ($3,000.00); 22-STR-09 Gray Road Site Prep; Dispersion of Millings; CO #1; Lee Higginbotham, Street Commissioner d. Request for Purchase of Goods and Services; CrossRoad Engineers, P.C.; ($1,150,000.00); 22-ENG-99 2022 Bond Program Management; Professional Services Agreement 6/1/22; Additional Services Amendment #7; Jeremy Kashman, City Engineer e. Request for Purchase of Goods and Services; CrossRoad Engineers, P.C.; ($261,000.00); 20-ENG-13 Veterans Way - City Center to Walnut and Duke Distribution Relocation Plans – Supplemental; Additional Services Amendment #4; Jeremy Kashman, City Engineer f. Request for Purchase of Goods and Services; ECONorthwest; ($65,000.00); Market Study; Mike Hollibaugh, Director of the Department of Community Services g. Request for Purchase of Goods and Services; Haas, Inc; ($5,830.50); Cloud Renewal - R2V Subscription - AVL Integration; Additional Services Amendment; Chief David Haboush, Carmel Fire Department h. Request for Purchase of Goods and Services; Hoosier Fire Equipment, Inc.; ($26,495.00); Bullard Cameras; Additional Services Amendment; Chief David Haboush, Carmel Fire Department i. Request for Purchase of Goods and Services; Kentwood Office Furniture, Inc.; ($354,319.36); Administrative Furniture and EMS Shelving; Chief David Haboush, Carmel Fire Department j. Request for Purchase of Goods and Services; Old Town on the Monon; ($5,580.00); Garage Rental for Event Storage; Additional Services Amendment; Nancy Heck, Director of the Department of Community Relations k. Request for Purchase of Goods and Services; Paul I. Cripe; ($11,543.00); Feasibility Study/Programming for Expansion of Existing Maintenance Shop Break Area; Additional Services Amendment; Lee Higginbotham, Street Commissioner l. Resolution BPW 01-18-23-21; A Resolution of the City of Carmel Board of Public Works and Safety Acknowledging Agreement Between City and Vendor; Pitney Bowes; ($7,344.00); Postage Meter 48 Month Lease; Mayor's Office m. Resolution BPW 01-18-23-24; A Resolution of the City of Carmel Board of Public Works and Safety Acknowledging Agreement Between City and Vendor; Toshiba American Business Solutions; ($8,014.08); 48 Month Lease Purchase Agreement; James Brainard, Mayor n. Request for Purchase of Goods and Services; Signal Construction, Inc.; ($161,975.00); Contractor Services; Lee Higginbotham, Street Commissioner o. Request for Purchase of Goods and Services; Stephan Koch; ($1,600.00); Performance Agreement - Festival of Ice; Nancy Heck, Director of the Department of Community Relations p. Request for Purchase of Goods and Services; Timothy Levi Tipton; ($500.00); Performance Agreement - Festival of Ice; Nancy Heck, Director of the Department of Community Relations q. Request for Purchase of Goods and Services; Weihe Engineers, Inc.; ($18,400.00); 20- ENG-04 College Avenue 96th to 106th Street - Landscape Design; Additional Services Amendment #2; Jeremy Kashman, City Engineer 4. REQUEST TO USE CITY STREETS/PROPERTY a. Acknowledgement of Use of Parking Spaces Near Carter Green; Food Truck for Ice Skaters; East Side of 3rd Avenue next to Carter Green; January 6 - 8, 2023; 4:15 PM - 8:00 PM each day; Anne O’Brien, City of Carmel b. Request to Use Civic Square Gazebo / Lane Restrictions; Easter Egg Hunt for Carmel Fire Department Families: March 4, 2023; 8:00 AM - 12:00 PM; Renee Butts, City of Carmel c. Request to Use Civic Square Gazebo / Lane Restrictions; Lucky Clover 5K Run/Walk; Packet: Pick-up March 18, 2023, 1:00 PM - 4:00 PM; Event: March 19, 2023, 6:00 AM - 12:00 PM; James Nichols, 131 Event Productions d. Request to Use Carter Green / Parking Spaces; Carmel Pride Festival; June 25, 2023; 10:00 AM – 11:00 PM; Marielle Cortelyou, Carmel Pride 5. OTHER a. Resolution BPW 01-18-23-01; A Resolution of the City of Carmel Board of Public Works and Safety Acknowledging Agreement Between City and Vendor; ReliaStar Life Insurance Company; Administration Agreement for City of Carmel Employee Life Insurance Benefit Plan; Lisa Hartz, Director of Human Resources b. Resolution BPW 01-18-23-02; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($170,880.00); Actors Theatre of Indiana, Inc.; Mayor James Brainard c. Resolution BPW 01-18-23-03; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($3,560.00); The Bigger Picture Film Group; Mayor James Brainard d. Resolution BPW 01-18-23-04; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($149,520.00); Booth Tarkington Civic Theatre; Mayor James Brainard e. Resolution BPW 01-18-23-05; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($2,136.00); The Carmel Arts Council, Inc.; Mayor James Brainard f. Resolution BPW 01-18-23-06; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($3,020.00); Carmel Clay Historical Society; Mayor James Brainard g. Resolution BPW 01-18-23-07; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($10,680.00); Carmel Community Players, Inc.; Mayor James Brainard h. Resolution BPW 01-18-23-08; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($18,512.00); Carmel Klavier, Inc.; Mayor James Brainard i. Resolution BPW 01-18-23-09; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($3,560.00); Carmel Repertory Theatre, Inc.; Mayor James Brainard j. Resolution BPW 01-18-23-10; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($195,800.00); Carmel Symphony Orchestra, Inc.; Mayor James Brainard k. Resolution BPW 01-18-23-11; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($10,680.00); Central Indiana Dance Ensemble; Mayor James Brainard l. Resolution BPW 01-18-23-12; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($56,960.00); Gregory Hancock Dance Theatre; Mayor James Brainard m. Resolution BPW 01-18-23-13; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($28,480.00); Indiana Artisan; Mayor James Brainard n. Resolution BPW 01-18-23-14; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($2,492.00); Indiana Association of Chinese Americans; Mayor James Brainard o. Resolution BPW 01-18-23-15; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($17,800.00); Indiana Ballet Conservatory; Mayor James Brainard p. Resolution BPW 01-18-23-16; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($28,480.00); Indiana Wind Symphony; Mayor James Brainard q. Resolution BPW 01-18-23-17; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($7,120.00); International Talent Academy; Mayor James Brainard r. Resolution BPW 01-18-23-18; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($1,424.00); M3 Theatre Camp; Mayor James Brainard s. Resolution BPW 01-18-23-19; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($3,560.00); Museum of Miniature Houses and Other Collections Inc.; Mayor James Brainard t. Resolution BPW 01-18-23-20; A Resolution of the City of Carmel Board of Public Works Acknowledging Arts Grant; ($64,080.00); The Cat, Ltd.; Mayor James Brainard u. Resolution BPW 01-18-23-22; A Resolution of the City of Carmel Board of Public Works and Safety Acknowledging Agreement Between City and Vendor; CBIZ Benefits & Insurance Services, Inc; Administration Services Agreement; James Brainard, Mayor v. Resolution BPW 01-18-23-23; A Resolution of the City of Carmel Board of Public Works and Safety Acknowledging Agreement Between City and Vendor; Actuarial Services & Support, LLC; Annual Accounting Valuation and Reporting Services - Engagement Letter; James Brainard, Mayor w. Resolution BPW 01-18-23-25; A Resolution of the City of Carmel Board of Public Works and Safety Providing Local Office Holder Leave for Firefighters and Police Officers; Chief David Haboush, Carmel Fire Department, and Chief James Barlow, Carmel Police Department x. Request for Trail Encroachment Agreement; Duke Energy Indiana, LLC; City Center Monon Greenway Improvements; Jeremy Kashman, City Engineer y. Request for Curb Cut; 14589 Autumn Wood Drive; Donnell & Songan Lonberger, Property Owners z. Request for Consent to Encroach and Variance; 799 Spruce Drive; Zachary & Nicole Samson, Property Owners aa. Request for Stormwater Technical Standards Waiver; 2915 E Smoky Row; Michael & Dubonnet Dransfield, Property Owners bb. Request to Amendment to Agreement; Amendment to the Funding Agreement between the Indiana Department of Environmental Management and the City of Carmel, Indiana; Agreement Number VWL2-005; Jon Oberlander, Corporation Counsel 6. ADJOURNMENT Board of Public Works and Safety Meeting 1 Minutes 2 Wednesday, January 4, 2023 – 10:00 a.m. 3 Council Chambers City Hall, One Civic Square 4 5 MEETING CALLED TO ORDER6 7 Board Member Mary Ann Burke called the meeting to order at 10:00 AM 8 9 MEMBERS PRESENT10 11 Board Members Lori Watson, Mary Ann Burke, and Deputy Clerk Holly Harmeyer were present. 12 13 MINUTES14 15 Minutes from the December 21, 2022 Regular Meeting. Board Member Burke moved to approve. Board Member 16 Watson seconded. Request approved 2-0. 17 18 BID/QUOTE OPENINGS AND AWARDS19 20 Bid Award for Carmel Utilities - Water System Improvements21 John Duffy, Director of the Department of Utilities, recommended awarding the bid to TPI Utility Construction 22 as they were the lowest, most responsive bidder. Board Member Burke moved to award the bid to TPI Utility 23 Construction in the amount of $501,700.00. Board Member Watson seconded. Request approved 2-0. 24 25 PERFORMANCE RELEASE/REDUCTION APPROVAL REQUESTS26 27 Request for Performance Bond Amount Reduction; Courtyards of Carmel; Aloft and Elements Hotel Project; 28 Epcon Communities; Board Member Burke noted that the distributed agenda listed the wrong petitioner, and the 29 Board would be voting based on the correction. Board Member Burke moved to approve. Board Member Watson 30 seconded. Request approved 2-0. 31 32 Resolution BPW 01-04-23-02; Gray Oaks; Erosion Control; Board Member Burke moved to approve. Board 33 Member Watson seconded. Request approved 2-0. 34 35 CONTRACTS36 37 Request for Purchase of Goods and Services; American Structurepoint, Inc.; ($100,500.00); 22-05 - 38 Comprehensive Safety Action Plan (CSAP); Additional Services Amendment #1 39 Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 40 41 Request for Purchase of Goods and Services; CrossRoad Engineers, P.C.; ($50,000.00); 22-04 – On-Call Plan 42 Review 2023; Additional Services Amendment #5 43 Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 44 45 Request for Purchase of Goods and Services; CrossRoad Engineers, P.C.; ($50,000.00); 22-06 – On-Call 46 Engineering & Inspection 2023; Additional Services Amendment #6 47 Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 48 49 Request for Purchase of Goods and Services; CrossRoad Engineers, P.C.; ($167,100.00); 18-ENG-07 – Carmel 50 Monon Trail & Greenway - Supplemental Construction Inspection; Additional Services Amendment #18a 51 Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 52 53 Request for Purchase of Goods and Services; CrossRoad Engineers, P.C.; ($225,300.00); 21-05 – City Center & 54 Veterans Way Roundabout - Construction Inspection; Additional Services Amendment #22a 55 Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 56 57 Resolution BPW 01-04-23-01; A Resolution of the City of Carmel Board of Public Works and Safety 58 Acknowledging Agreement Between City and Vendor; EnVeritas Group, Inc.; ($3,250.00); Logo Licensing 59 Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 60 61 Resolution BPW 01-04-23-03; A Resolution of the City of Carmel Board of Public Works and Safety 62 Acknowledging Agreement Between City and Vendor; PKS Construction, Inc.; ($9,754.00); Mayor’s Office 63 Kitchen Remodel; Additional Services Amendment 64 Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 65 66 Request for Purchase of Goods and Services; TPI Utility Construction; ($501,700.00); Water System 67 Improvements; Hoover Road Water Main Extension 68 Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 69 70 Request for Purchase of Goods and Services; YARD Group, LLC d/b/a YARD & Company; ($30,000.00); 71 Consulting Services; Hourly Comp Plan Implementation and On Demand Services 72 Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 73 74 OTHER75 76 Request for Grant of Perpetual Storm Water Quality Management Easement; Culver’s Restaurant; 431 E Carmel 77 Drive 78 Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 79 80 Request for Storm Water Technical Standards Waiver; 4625 W 116th Street 81 Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 82 83 ADJOURNMENT84 85 Board Member Mary Ann Burke adjourned the meeting at 10:03 a.m. 86 87 88 APPROVED: ____________________________________ 89 Sue Wolfgang – City Clerk 90 91 92 _____________________________________ 93 Mayor James Brainard 94 ATTEST: 95 96 __________________________________ 97 Sue Wolfgang – City Clerk 98 CzTfshfzHsfdivlijobu21;64bn-Kbo16-3134 Exhibit A Candy Martin Carmel Mayor'sYouth Council Advisory Hours/Scope of Services - 2023 January Council Meetings4 hours(2 x2 hours) Exec. Committee Meeting4 hours(2 x2 hours) Emails/Phone Calls/Text1.5hours Bonding Event/Last Half Term 3 hours 12.5 hours February Council Meetings4 hours(2 x2 hours) Exec. Committee Meeting4 hours(2 x2 hours) Emails/Phone Calls/Text1.5hours Dodgeball 4 hours Next Term Planning Meeting3 hours(2 x 1.5 hours) 16.5 hours March Council Meetings4 hours(2 x2 hours) Exec. Committee Meeting4 hours(2 x2 hours) Emails/Phone Calls/Text1.5hours 3x3 Basketball Touraments8 hours2 x 4 hours) Next Term Application Prep3 hours 20.5 hours April Council Meetings4 hours(2 x2 hours) Exec. Committee Meeting2 hours Emails/Phone Calls/Text1.5hours Next Term Application Review5 hours Next Term Interviews12 hours Paws and Pages Event3 hours 27.5 hours May Council Meetings4 hours(2 x2 hours) Exec. Committee Meeting2 hours Emails/Phone Calls/Text1.5hours Next Term Selection Meetings4 hours2 x 2 hours) End of Term Event3 hours 14.5 hours June Council Meetings4 hours(2 x2 hours) Exec. Committee Meeting4 hours(2 x2 hours) Emails/Phone Calls/Text1.5hours Bonding Event1.5 hours 11 hours July Council Meetings4 hours(2 x2 hours) Exec. Committee Meeting4 hours(2 x2 hours) Emails/Phone Calls/Text1.5hours Training Event1 hours Intl Movie Night2 hours 12.5 hours AugustCouncil Meetings4 hours(2 x2 hours) Exec. Committee Meeting 4 hours(2 x2 hours) Emails/Phone Calls/Text1.5hours Kickoff Event 1.5 hours 11 hours September Council Meetings4 hours(2 x2 hours) Exec. Committee Meeting4 hours(2 x2 hours) Emails/Phone Calls/Text1.5hours Ultimate Frisbee3 hours 12.5 hours October Council Meetings4 hours(2 x2 hours) Exec. Committee Meeting4 hours(2 x2 hours) Emails/Phone Calls/Text1.5hours Bonding Event3 hours Spikeball 3 hours 15.5 hours November Council Meetings4 hours(2 x2 hours) Exec. Committee Meeting4 hours(2 x2 hours) Emails/Phone Calls/Text1.5hours Holiday Events2 hours 11.5 hours December Council Meetings4 hours(2 x2 hours) Exec. Committee Meeting4 hours(2 x2 hours) Emails/Phone Calls/Text1.5hours Holiday District2 hours NJHS Toy Drive3 hours 14.5 hours 180 hours total x $20.00/hour = $3600.00 City of Carmel Project 22-STR-10 Concrete Panels Change Order # 1 Quantity Change-Concrete Street Panel-Sq Y ds Quantity Change-Aggregate Base-Tons Quantity Change-High Early 2% per Cu Yd Change Order #1 Contract Price prior to this Change Order $ 143,600.00 Contract Price will be increased/decreased by this Change Order $ 14,713.80 New Contract Price including this Change Order $ 158,313.80 Adjusted Contract Cumulative% Amount Change from Original Price Contract Original Contract $ 143,600.00 $ 143,600.00 NIA List of Items to Change $ 14,713.80 $ 158,313.80 10.25% on this Project This Change Order is for full and final settlement of all direct, indirect, impact costs and time extensions incurred at any time resulting from the performance of the changed work. City of Carmel STREET 1 Civic Sguare Address Carmel, IN 46023 City/State/Zip Matt Higginbotham Phone: 317-733-2001 Date: 12/15/22 Version 2016-08-31 CC&T Construction CONTRACTOR 5051 ProsQect St Address IndianaQolis, IN 46203 City/State/Zip �2L Phone: 311-3��3� Date: L:).. /_l 5j_ 2-:J- James Brainard, Mayor Mary Ann Burke, Member Lori Watson, Member Sue Wolfgang, Clerk Date: City of Carmel Project 22-STR-09 Gray Rd Site Prep CzTfshfzHsfdivlijobu5;47qn-Kbo1:-3134 Change Order #1 – Dispersion of Millings Change Order # 1 is adding dispersion of millings to the Gray Rd Site. Contract Price prior to this Change Order$ 138,000.00 Contract Price will be increased/decreased by this Change Order$ 3,000.00 New Contract Price including this Change Order$ 141,000.00 Cumulative % Adjusted ContractAmountChange fromPriceOriginalContract Original Contract$ 138,000.00N/AN/A Dispersion of Millings$ 3,000.00$141,000.002.17% CITY OF CARMEL TO:CONTRACT CHANGE ORDER NO.: 1 DATE: 12/29/2022 PROJECT NAME: 22-STR-09 Gray Rd Site Prep CITY REQ. NO.:N/A CITY PO NO.: 108116 CITY PO DATE: 12/07/2022 ____________ I. You are directed to make the following changes in this Contract: Change Order #1 is to add dispersion of millings to the project. SCHEDULED ADJUSTMENT ITEM AMOUNT (+) OR (-) DAYS Dispersion of Millings $3,000.00 0 II. The following referenced Documents further describe the changes outlined in Paragraph I, and are to be considered a part of this Change Order: R.F.P.: __N/A____ W.D.C. No.: ___N/A__ Other:__See attached proposals________________________________________________ The changes result in the following adjustment of Contract Price and Contract Time: Contract Price prior to this Change Order $_138,000.00 Contract Price will be increased/decreased by this Change Order $ 3,000.00 New Contract Price including this Change Order $_ 141,00.00 Contract Time Prior to this Change Order ___N/A___ Days __N/A_____ Completion Date Net increased/decreased resulting from this Change Order_0____ Days Current Contract Time including this Change Order_20____ Days 01/15/2023 Completion Date This Change Order is for full and final settlement of all direct, indirect, impact costs and time extensions incurred at any time resulting from the performance of the changed work. Version 2016-08-31 CzTfshfzHsfdivlijobu2;11qn-Kbo21-3134 CzTfshfzHsfdivlijobu2;11qn-Kbo21-3134 Exhibit A CzTfshfzHsfdivlijobu21;55bn-Kbo16-3134 4.174:6:3 CzTfshfzHsfdivlijobu9;68bn-Kbo22-3134 A HAAS ALERT Safety Cloud Proposal Jan 9, 2023 Setup & Configuration $1,500.00 1-$1,500.00 $0.00 Set-up completed as part of pilot / fee waived Added to Year One (One Time) $0.00 Recurring Subscription Pricing Ma R2V Subscription (AVL Integration) - 1 Year - Paid Upfront $299.00 20-$149.50 $5,830.50 Per Term Invoice Amount $5,830.50 not including setup fee) Pricing is valid for 60 days Subscription start date and end date ("Service Term") indicated on 1 st invoice Net Price excludes shipping & handling and appropriate sales taxes By signing, you are agreeing to the pricing option(s) above and sales contract found on the following page(s). Joel Heavner Effective Date PO # I/We authorize HAAS, Inc ("HAAS") to begin deductions as per my/our instructions for regular recurring payments and/or one-time payments from time to time, for payment of all charges arising under my/our HAAS account(s) including applicable taxes and fees. Regular recurring payments for the full amount of services delivered will be debited/charged to my/our specified accounts each payment cycle. This authority is to remain in effect for the duration of the Service Term as defined in the signed Safety Cloud Proposal or until HAAS has received electronic notification from me/us of termination. This notification must be received at least fifteen (15) days before the next debit is scheduled at sales@haasalert.com. Joel Heavner HAAS, INC 2022 Private & Confidential INDIANA RETAIL TAX EXEMPT City ®f Carmel CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT ONE CIVIC SQUARE 35-6000972 CARMEL, INDIANA 46032-2584 ORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 Page 1 of 1 PURCHASE ORDER NUMBER 108376 THIS NUMBER MUST APPEAR ON INVOICES, A/P VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 1/4/2023 376477 Cloud Renewal HAAS ALERT VENDOR PO BOX 8237 CHICAGO, IL 60680 - PURCHASE ID BLANKET CONTRACT 72913 QUANTITY UNIT OF MEASURE Department: 1120 Fund: 101 Account: 43-552.00 General Fund Carmel Fire Department SHIP 10701 N. College Avenue, Ste A TO Carmel, IN 46280- PAYMENT TERMS I FREIGHT DESCRIPTION 1 Each Discount 20 Each R2V Subscription (AVL Integration) CAA Send Invoice To: Carmel Fire Department l:r UNIT PRICE I EXTENSION 149.50) 299.00 Sub Total 149.50) cr aun nn y.7,OJV.UV 2 Civic Square `' /, Carmel, IN 46032- PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT PAYMENT $5,830.50 SHIPPING INSTRUCTIONS * A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN C.O.D. SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL - THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY — Denise Snyder James Crider TITLE Accreditation/Budget Administrator Director of Administration CONTROL No. 108376 CONTROLLER CzTfshfzHsfdivlijobu23;65qn-Kbo22-3134 Page1of1ExhibitA QUOTATION DATE:January 3, 2023 QUOTE TO:Carmel Fire Department SALES REP.:Shane Maple 2Civic Square EMAIL:smaple@hoosierfire.com Carmel, IN 46032 PHONE:(765)465-9495 FAX:(317)891-7375 ATTN:Scott Osborne EMAIL:TERMS:Net 10 Days SHIP:HFE/Sales Rep FOB:Shipping Point CONDITIONS:QUOTE VALID FOR 30 DAYS UNLESS OTHERWISE NOTED. THE PRICES QUOTED ARE FOR THE SPECIFIC QUANITIES, STYLES, TERMS AND CONDITIONS ASINDICATED. ANY DEVIATIONS MAY INVALIDATE THIS QUOTATION. RETURN POLICY: ANY CUSTOM FIT ORSPECIAL ORDERED ITEMS ARE NON-RETURNABLE. ANY RETURNABLE ITEMS MAY BE SUBJECT TO A25% RESTOCKING FEE. ITEMQTYMFGPART #DESCRIPTIONEACHTOTAL 1.5BullardQXTBUNDLEUPBullard UPGRADE QXT Thermal Imager with $5,299.00$26,495.00 GRADEBlack Lower and Red Upper Housing with XTTRUCKMOUNT wireless charger. Includes Retractable Lanyard 2. 3. 4.5BullardUPGRADECarmel Fire to Turn infor Upgrade Program 5)Bullard Imagers with the following Serial Numbers toreceive the Upgrade Pricing. Serial Numbers: ???????? Inworking order) 5.1ShippingEstimated Shipping Cost$50.00$50.00 6. QUOTE TOTAL 26,545.00 NOTES & COMMENTS: a.The above upgrade program needs tobe submitted for order by December 17th, 2021 toreceive the above pricing. b.ALL Imagers must beinworking order when received atBullard for evaluation. Ifnot inworking order the price will beadjusted tothe regular sale price of $7950.00for each imager not inworking order. c. d. e. f. QUOTATION PREPARED BY: Shane Maple Valparaiso OffceMid-State Office 4009 Montdale Park Drive3863 N. Commercial Parkway Valparaiso, IN 46383Greenfield, IN 46140 www.hoosierfire.comPhone: 219.462.1707Phone: 317.891.8375 CzTfshfzHsfdivlijobu5;52qn-Kbo21-3134 Kentwood Office Furniture, Inc. Fire Department - 2023 Appropriation # 1120 0 44-670.99 Capital Lease Fund; P.O. #108357 Contract Not To Exceed $354,319.36 6. DISCLOSURE AND WARNINGS: If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of all chemicals, materials, substances and items used in or during the provision of the Goods and Services provided hereunder, including the quantity, quality and concentration thereof and any other information relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice (including appropriate labels on containers and packing) of any hazardous material utilized in or that is a part of the Goods and Services. 7. LIENS: Vendor shall not cause or permit the filing of any lien on any of City’s property. In the event any such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor’s sole cost and expense. 8. DEFAULT: In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Vendor’s warranties; (b) fails to provide the Goods and Services as specified herein; (c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not correct such failure or breach within five (5) business days (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies available to City at law and/or in equity. 9. INSURANCE AND INDEMNIFICATION: Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and Vendor from all claims for damages under any workers’ compensation, occupational disease and/or unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness, disease or death of or to any of Vendor’s agents, officers, employees, contractors and subcontractors; and, for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney fees) for injury, death and/or damages to any person or property arising from or in connection with Vendor’s provision of Goods and Services pursuant to or under this Agreement or Vendor’s use of City property. Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor’s agents, officers, employees, contractors or subcontractors in the performance of this Agreement. These indemnification obligations shall survive the termination of this Agreement. C:\\Users\\clivingston\\AppData\\Local\\Microsoft\\Windows\\INetCache\\Content.Outlook\\562V7G6G\\Kentwood Office Furniture Inc. Goods and Services.docx:1/5/2023 11:33 AM\] 2 Kentwood Office Furniture, Inc. Fire Department - 2023 Appropriation # 1120 0 44-670.99 Capital Lease Fund; P.O. #108357 Contract Not To Exceed $354,319.36 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Vendor’s performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination of this Agreement. 11. NONDISCRIMINATION: Vendor represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. 12. E-VERIFY: Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated herein by this reference (the “Indiana E-Verify Law”), Vendor is required to enroll in and verify the work eligibility status of its newly-hired employees using the E-Verify program, and to execute the Affidavit attached herein as Exhibit D, affirming that it is enrolled and participating in the E-Verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with documentation indicating that it has enrolled and is participating in the E-Verify program. Should Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E- Verify Law as regards each such subcontractor. Should the Vendor or any subcontractor violate the Indiana E-Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E- Verify Law. The requirements of this paragraph shall not apply should the E-Verify program cease to exist. 13. NO IMPLIED WAIVER: The failure of either party to require performance by the other of any provision of this Agreement shall not affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision hereof. 14. NON-ASSIGNMENT: Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement without City’s prior written consent. 15. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price set forth herein shall be the full and maximum compensation and monies required of City to be paid to Vendor under or pursuant to this Agreement C:\\Users\\clivingston\\AppData\\Local\\Microsoft\\Windows\\INetCache\\Content.Outlook\\562V7G6G\\Kentwood Office Furniture Inc. Goods and Services.docx:1/5/2023 11:33 AM\] 3 Kentwood Office Furniture, Inc. Fire Department - 2023 Appropriation # 1120 0 44-670.99 Capital Lease Fund; P.O. #108357 Contract Not To Exceed $354,319.36 16. 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. 17. 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 provisions of this Agreement shall remain in full force and effect. 18. NOTICE: Any notice provided for in this Agreement will be sufficient if itis in writing and is delivered by postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein: If to City: City of Carmel AND City of Carmel Fire Department Office of Corporation Counsel 10701 N College Ave, Suite A One Civic Square Carmel, Indiana 46280 Carmel, Indiana 46032 If to Vendor: Kentwood Office Furniture, Inc. 3063 Breton Rd SE Grand Rapids, Michigan 49512 Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from the date of such oral notice. 19. TERMINATION: 19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount representing conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount of conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate. C:\\Users\\clivingston\\AppData\\Local\\Microsoft\\Windows\\INetCache\\Content.Outlook\\562V7G6G\\Kentwood Office Furniture Inc. Goods and Services.docx:1/5/2023 11:33 AM\] 4 Kentwood Office Furniture, Inc. Fire Department - 2023 Appropriation # 1120 0 44-670.99 Capital Lease Fund; P.O. #108357 Contract Not To Exceed $354,319.36 20. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. 21. ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods and services to City. When City desires additional goods and services from Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the time frame in which same are to be provided. Only after City has approved Vendor’s time and cost estimate for the provision of such additional goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide such additional goods and services, shall such goods and services be provided by Vendor to City. A copy of the City’s authorization documents for the purchase of additional goods and services shall be numbered and attached hereto in the order in which they are approved by City. 22. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19 hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2023 and shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto. 23. HEADINGS All heading and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 24. BINDING EFFECT The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations set forth in Agreement. 25. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Vendor. 26. DEBARMENT AND SUSPENSION 26.1 The Vendor certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Vendor. 26.2 The Vendor certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Vendor shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. C:\\Users\\clivingston\\AppData\\Local\\Microsoft\\Windows\\INetCache\\Content.Outlook\\562V7G6G\\Kentwood Office Furniture Inc. Goods and Services.docx:1/5/2023 11:33 AM\] 5 Exhibit A EXHIBIT B Invoice Date: Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Goods/Services Date Goods/ Service Provided Goods/Services Provided Describe each good/service separately and in detail) Cost Per Item Hourly Rate/ Hours Worked Total GRAND TOTAL Signature Printed Name EXHIBIT C INSURANCE COVERAGES Worker’s Compensation & Disability Statutory Limits Employer’s Liability: Bodily Injury by Accident/Disease: $100,000 each employee Bodily Injury by Accident/Disease: $250,000 each accident Bodily Injury by Accident/Disease: $500,000 policy limit Property damage, contractual liability, products-completed operations: General Aggregate Limit (other than Products/Completed Operations): $500,000 Products/Completed Operations: $500,000 Personal & Advertising Injury Policy Limit: $500,000 Each Occurrence Limit: $250,000 Fire Damage (any one fire): $250,000 Medical Expense Limit (any one person): $ 50,000 Comprehensive Auto Liability (owned, hired and non-owned) Bodily Single Limit: $500,000 each accident Injury and property damage: $500,000 each accident Policy Limit: $500,000 Umbrella Excess Liability Each occurrence and aggregate: $500,000 Maximum deductible: $ 10,000 CzTfshfzHsfdivlijobu4;32qn-Kbo22-3134 Exhibit A Old Town onthe Monon Apartments 111 W. Main St., Ste. 125 Carmel, IN 46032 Rented to: City ofCarmel Community Relations & Economic Development Department One Civic Square Carmel, IN 46032 Garage Rental atOld Town onthe Monon Apartments Garages F1, F2, F3 Rental rate at $155/month/per garage Monthly rental total for three garages: $465 Yearly rental total for three garages: $5,580 1/5/2023 OLD TOWN ON THE MONON CARMEL, IN 46032 - 108386 111 W MAIN ST, SUITE 125 City of Carmel ONE CIVIC SQUARE CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35-6000972 PURCHASE ORDER NUMBER THIS NUMBER MUST APPEAR ON INVOICES, A/P VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VENDOR SHIP TO PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT EXTENSION COMMUNITY RELATIONS 1 CIVIC SQ Carmel, IN 46032- 358320 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 73035 1203Department:101Fund:General Fund 43-590.03Account: GARAGE RENTAL FOR EVENT SUPPLIESSTORAGE1 $5,580.00 $5,580.00Each 5,580.00SubTotal 5,580.00 Send Invoice To: PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT SHIPPING INSTRUCTIONS SHIP PREPAID. C.O.D. SHIPMENT CANNOT BE ACCEPTED. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 PAYMENT A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. CONTROL NO. 108386 ORDERED BY TITLE CONTROLLER COMMUNITY RELATIONS 1 Civic Square Carmel, IN 46032- Nancy Heck James Crider Director Director of Administration CzTfshfzHsfdivlijobu22;63bn-Kbo16-3134 Exhibit A Telephone 317.844.6777www.cripe.biz 9339 Priority Way WestDrive, Suite 100,Indianapolis, Indiana 46240 November 15, 2022 Mr. Matt Higginbotham Street Commissioner City of Carmel Street Department st3400W. 131St. Carmel, Indiana 46074 PROPOSAL FOR FEASIBILITY STUDY AND PROGRAMMINGFOR EXPANSION OF EXISTING STREET DEPARTMENT MAINTENANCE SHOP BREAK AREAINCARMEL, INDIANA Dear Mr. Higginbotham: Paul I. Cripe, Inc. dba Cripe wantsto thank you for the opportunity to submit this proposal forarchitectural servicesfor the above referenced project (“Project”). We look forward to working withthe Cityof Carmel Street Departmenton this Project. To that extent, we have reviewed the proposed project and have attempted to anticipate the necessary scope of servicesfor the project in orderto provide professionalservices. SCOPE OF SERVICES Based upon information provided by you in our meetings,Cripeunderstandsthe current scope of servicesto be as follows: Preliminary programmingand feasibility study services for the proposed interior expansion of the existing Street Departmentmaintenance stworkshopbreakareaandfleetserviceofficesat3400W. 131St.in Carmel, Indiana. Based upon this understanding, Cripehas developed the following detailed Scope of Services to be rendered: Telephone 317.844.6777www.cripe.biz 9339 Priority Way WestDrive, Suite 100,Indianapolis, Indiana 46240 ARCHITECTURAL DESIGN SCOPE OF SERVICES Design phase servicesincluded withinour work effort are proposed to be as follows: Space programming. Architecturalservices only at this time. Preliminary design phase only atthis time. This will involve facility walk-throughs to confirm as-built conditions and meetingswith leadership of the Street Department. Deliverables to involvestreet departmentprogrammatrix, 2D floor planof programrepresenting proposedinterior expansion layout of break area and fleet offices, and other documentation necessary in evaluating the best and most appropriate use of the proposed expansion areas. Proposed expansion of maintenance shop break area and fleetserviceoffices will require modification and/orrelocation of adjacent utilities including return exhaust ductwork, HVAC ductwork and design,and an overhead bay radiant heater. Review and layout of added showers in existing Men’s and Women’s restroom/locker room areas. ARCHITECTURAL ASSUMPTIONS/EXCLUSIONS The above Scope of Services was based on the following assumptions and/or exclusions: Platform above existing and expanded maintenance shop break area and fleet services offices to be designed for overflow storage. Access to be utilizedby use of a wall-mounted ladder. Upon completion of the planning phase,we will then provide a design services proposal based on the outcome as wellas desired construction delivery method. Construction Documentsand Construction Administrationare not included in this scope of services. If these assumptions prove not valid or the services require variance from the above assumptions and exclusions, Cripe may request an additional services contract to perform any additional scope ofservices requested by the Owner. Mr. MattHigginbotham CityofCarmelStreetDepartment November15, 2022Page 2 Telephone 317.844.6777www.cripe.biz 9339 Priority Way WestDrive, Suite 100,Indianapolis, Indiana 46240 MEP ENGINEERNGSCOPE OF SERVICES AEC’sscope of work for this project includessurvey of the maintenance building, assess existing systems and offer recommendations for renovating the facility including increasing breakroom into a training room, and adding showers space. The intent of the evaluation will be to identify portions of the building systems that are indisrepair, beyond expected lifetime, not meeting current codes, not meeting desired performance characteristics, not functioning as intended, and/or unsafe. The total square footage isapproximately 12,000 SF. The feasibility study will be used by Carmel todetermine the cost for the project which may evolve into a future design project beyond the scope of this study. Our study will concentrate specifically on system impacted by the proposed areas being renovated and may not include all the system in the building. Our efforts will be based on review of existing & proposed drawings and visual inspection of existing conditions. Our efforts will be based on reviewing the following Systems within the building: HVAC Electrical (excludes low voltage system like security, data, servers, A/V, etc.) Fire Alarm (if applicable) Fire Protection (if applicable) Plumbing Systems (potable water supply, water heating, natural gas, sanitary, and storm drainage inside the building). Meetings and Site Visits: AEC’s engineering services will include participation at meetings and anticipated site visits listed below. Additional site visits can be provided for an additional fee. 1.Kickoff / Site Visit / Site investigation –We anticipate up to one (1)kickoff / site visit meeting. 2.Owner Meetings -We anticipate up to two (2)meetings, one to discuss preliminary concept andanother to review our findings andrecommendations. Mr. MattHigginbotham CityofCarmelStreetDepartment November15, 2022Page 3 Telephone 317.844.6777www.cripe.biz 9339 Priority Way WestDrive, Suite 100,Indianapolis, Indiana 46240 Deliverables: Written study inPDF format. Report giving a description ofthe current mechanical, electrical and plumbing systems. The report will include the following: a.Basic description of the site and building systems b.Identification of the general condition of systems c.Identification of significant deficiencies and whether or not systems and components have been adequately maintained d.Opinion of remaining useful life of the replaceable items of the MEP systems e.Photographs of representative deficiencies Opinion of probable costs are anticipated to be estimated by others. MEP ENGINEERINGASSUMPTIONS/EXCLUSIONS The above Scope of Services was based on the following assumptions and/or exclusions: Value Engineering after owner approval ofdeliverables as noted above and changes that require re-designis not included. Printing and plotting of drawings except for our own useis not included. Existing equipment inventoryis not included. Additional meetingsarenot included. Addition submissionsis not included. Study will be completed integral to the architectural package. Cost estimating will be completed by others outside this contract. Review of budgets or cost estimates associated with the design are notincluded in this fee. If air or water flow and temperature information is required, it will be providedby the owner or services will be procured by a 3rd party. We have not included any fee for this. Documents prepared by the Engineer will be prepared based upon reasonable assumptions derived from existing information provided by the Owner and from limited observation of accessible and visible existing conditions by the Engineer without the benefit of extensive field measurements and investigation prohibited by expense and inconvenience to the Owner. It is understood and agreed that unforeseen conditions uncovered during the progress of the project may require changes in the project, resulting in additional cost and delay. Mr. MattHigginbotham CityofCarmelStreetDepartment November15, 2022Page 4 Telephone 317.844.6777www.cripe.biz 9339 Priority Way WestDrive, Suite 100,Indianapolis, Indiana 46240 If these assumptions prove not valid or the services require variance from the above assumptions and exclusions, Cripe may request anadditional services contract to perform any additional scope ofservices requested by the Owner. PROJECT BUDGET & SCHEDULE Cripe’s staff will attend weekly or bi-weekly planning design meetings working with Street Departmentinvolved.Three(3)design meetings are anticipated. Project cost is unknown at this time. Design tobegin immediately upon Notice to Proceed. An overall schedule is below in draft form: Duration: 1WeekStreetDepartmentmeeting&facilitywalkthrough 2 WeeksFirstStreetDepartmentprogramming review 2 WeeksSecond StreetDepartment programming review 1WeekFinal deliverables Detailed cost estimating is not a part of this proposal. PROPOSALFEE Our fixed fee to complete the above-described scopeof services is as follows: ArchitecturalProgrammingServices......................................................$7,000.00 MEP Design Narrative.................................................................................$4,543.00 Total....................................................................................................$11,543.00 Our fees are to be invoiced monthly on a percentage complete basis. Costs for advances and other reimbursable expenses including but not limited to, reproductions, photography, equipment charges, courier fees, application fees, review fees, permit fees, and mileage are extra to the fees stated above and will be invoiced under a separate line item. Cripewill also furnish Additional Services as you may request in writing. Mr. MattHigginbotham CityofCarmelStreetDepartment November15, 2022Page 5 Telephone 317.844.6777www.cripe.biz 9339 Priority Way WestDrive, Suite 100,Indianapolis, Indiana 46240 This proposal is valid for thirty (30) days following submittal.Thisproposal is only an offer of Cripe' scope of services and is not binding on either party until acceptable terms and conditions have been negotiated and agreed upon between both parties. We have attached our Terms and Conditions for your review. Upon receipt of an executed copy of the Terms and Conditions accepting the scope of services and fee stated in the proposal letter and the Terms and Conditions, Cripe can begin immediate work on the project. Thank you for the opportunity to submit this proposal, and we look forward toworking with you. Iwill follow-upwithyouregarding this proposal letter;however, if you have any questions, please do not hesitateto contact me at 317-844-6777. Sincerely, CRIPE Eric Beaman, AIA, NCARB Director of Architecture O:\\2022\\PRO2022\\City of Carmel\\Street Department Workshop Expansion\\Proposal\\Arch_prop ltrCarmel Street Department Workshop Expansion_2022.11.15 Mr. MattHigginbotham CityofCarmelStreetDepartment November15, 2022Page 6 Paul I. Cripe, Inc. d/b/a Cripe 9339Priority Way WestDrive, Suite 100 Indianapolis, IN 46240 317-844-6777 FAX: 317-706-6451 www.cripe.biz TERMS ANDCONDITIONS PAYMENT TERMS:Payment shall be rendered as follows: Payment shall be due upon receipt of the invoice but in no event no later than thirty (30) daysfrom the date of the invoice. Invoices not contested in writing within ten (10) business days of receipt are considered accepted byClient and are payable in full. Failure to make payment as provided herein could result in Cripe filing a lien againstthe real property which isthe subject of this Contract. By executing these Terms andConditions, the authorized signer accepts full responsibility for payment of all invoices regardless of third party involvement or outsidefinancing arrangements. Payment shall be made to the following address: Paul I. Cripe, Inc., P.O. Box 2132, Indianapolis, IN 46206-2132. Failure to make payment when due shall be cause for suspension of services or, ultimately, termination, unless and until Cripe has been paid in full all amounts due for services, expenses and other related charges. Interestat 1½% permonth, effective rate of 18% per annum, will be due and payable on amounts not paid within thirty (30) days. Cripe shall beentitled to attorney's fees and other costs incurred by us in collecting delinquent accounts. In the event of disputedamounts, payments shall be made to Cripe promptly on all amounts that are not in dispute. Byexecuting these Terms and Conditions,Clientwaives any limitation on the period in which Cripe may file notice of intention to hold a lien against theowner’s property to secure payment of our fees. REIMBURSABLE EXPENSES:Costs for advances and other reimbursables including but not limited to, blueprints, photography, equipment charges, courier fees and mileage are extra to the fees. Inaddition to the above fee, these costs would include reproduction costs of all drawings and documents used internally in the normal work process. INVOICES:Unless otherwise agreed upon, Cripe will submit monthly invoices to Clientfor Services performed and advances to date. ADDITIONAL SERVICES:Additional Services shall be defined assignificant changes in the scope, extent or character of the portion of the project designed or specified by Cripe or itsdesign requirements including, but not limited to, changes insize, complexity, Client’s schedule, character of construction ormethod of financing. In addition, Additional Services shall include the revision of previously accepted studies, reports, drawings, specifications or contract documents when such revisions are required by actualchanges or interpretation in laws, rules, regulations, ordinances, codes or orders enacted subsequent to or during the preparation of such studies, reports, drawings, specifications or contract documents,andunforeseen conditions thatare due to causes beyond Cripe’s control. Change in Services shall entitle Cripe to an adjustment in compensation. Cripe shall notify Client of these changes prior to providing such Additional Services. SAFETY RESPONSIBILITY:Client shall assign responsibility toits contractor for all site construction safety procedures and Cripe shall have no responsibility for enforcement of said procedures or liability resulting therefrom. PERMITTING: Cripe shall prepare and obtain all applicable regulatory state and local agency submittals, with the exception of building permits and any other permits normally obtained by the contractor(s). Choose appropriate selection: Client shall provide the required checks for the permitting fees. or Cripe shall immediately submit to Client an invoice with the estimated permitting fees to apply against the required permits. At the end of the project, if there is a balance remaining inthe permitting allowance, Cripe shall either apply the balance to the fee balance or return the unused allowance to Client. STANDARD OF CARE:The standard of care forall professional services performed or furnished byCripe under this Agreement will be the skill and care used by members of Cripe’s profession practicing under similar circumstances atthe same time and in the same locality. Cripemakes no warranties, express or implied, under thisAgreement orotherwise, in connection with Cripe’s services. CONSENT OF OWNER:The undersigned isthe owner of the property or the authorized agent of the owner on which Scope of Services described above is to be performed and hereby consents to performance of the Scope ofServices. The parties to this contract agree that these Terms and Conditionsmay beexecuted simultaneously or in two or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same document. The parties hereto further agree that delivery of this document may be accomplished by electronic facsimile reproduction (FAX) and ifFAX delivery is utilized, the FAX copy shall constitute an original. INDEMNIFICATION:Client and Cripe each agree to indemnify, defendand hold the other harmless, and their respective officers, employees, agents and representatives, from and against liability for all claims, losses, damages and expenses, including reasonable attorneys’ fees, to the extent such claims, losses, damages, orexpenses are caused by the indemnifying party’s negligent acts, errors or omissions. In the event claims, losses, damages or expenses are caused by the joint or concurrent negligence of Client and Cripe, they shall beborne by each party in proportion to its negligence. TERMINATION:The obligation to provide further services under these Terms and Conditionsmay beterminated by either party upon seven (7) days' written notice inthe event of substantialfailure by the other party to perform inaccordance with the terms hereof through no fault of the terminating party. In the eventof any termination, Cripe will be paid for all services rendered to the date of termination, reimbursables and termination expenses. DELAYS:Cripe shall not be responsible for delays in its work occasioned by fires, floods, explosions, riots, strikes, errors of others, acts of God or change ingovernment regulations. Should a delay occur for a reason outlined herein, the term of this agreement shall automatically be extended for a period equal to the delay. DISPUTE RESOLUTION:Client and Cripe agreethat for any disputes in the amount of $6,000.00(inclusive ofattorneys fees, costs and interest) or more that cannot be resolved through informal discussions between the parties, the party raising the dispute shall serve written notice tothe other party outlining the details of the dispute and request the dispute to be resolved through mediation.The parties shall confer todiscuss the selection ofthe Terms & Conditions Page 1of 2 mediator and agree upon the rules and procedures within twenty (20) days from the date of receipt ofrequest for mediation. Any issues that remain unresolved after mediation shallbe resolved bysubmitting those issues to binding arbitrationwith the parties conferring to discuss the selection of the arbitrator within twenty (20) days from the unsuccessful conclusion of the mediation. The arbitration procedure shall utilize a different neutral party than was used for the mediation processand be performed in the State of Indiana.If the parties are unable to agree on the selection of a mediator or an arbitrator, the parties agree to submit the matter to the American Arbitration Association and be bound byits rules and procedures for the selection of mediators and arbitrators and the conduct of mediations and arbitrations. The parties agree that the existence of the dispute, the nature of any such claims asserted in the dispute and the resolution of the dispute shall be kept confidential. INSTRUMENTS OF SERVICE:Drawings, specifications and other documents, including those in electronic format, prepared by Cripe and its consultants, are Instruments of Service for use solely with respect to this project. Cripe and its consultants shall be deemed the authors and owners of their respective Instruments of Service and shall retain all common law, statutoryand other reserved rights, including copyrights. Upon execution ofthese Terms and Conditionsand upon all moniesdue and owing to Cripe from Client, Cripe grants to Client a nonexclusive license to reproduce Cripe's Instrument of Service. Ifthe Client provides copies of the Instruments of Service to third-parties, the parties agree that such third-party is not a beneficiary of this agreement and that they may not rely onthe Instruments of Service for any purpose. Client shall not use the Instruments of Service for future projects or for additions or alterations to the project without the prior written consent of Cripe. Any unauthorized use of the Instruments ofService shall be at Client's sole risk and without liability to Cripe and/or Cripe's consultants.Please refer to the following paragraph for use of Instruments of Service. USE OF INSTRUMENTS OF SERVICENOTICE: The Instruments of Service referred to in the preceding paragraph (i.e drawings, specifications and other documents including those in electronic format), are often subject tointerpretation, coordination and/or clarification. In order to insurethat you or your contractor properly interpret and understand these Instruments of Service, itis essential that you or your contractor contact Cripe directly and obtain a written clarification orinterpretation regarding any question, clarification, interpretation or ambiguity that may pertain to the Instruments of Service. In addition, whenever acontractor is provided with anInstrument ofService, make sure that you provide them with a complete set of the Instrument of Service as these documents may be cross-referenced to various pages, details, etc. and must be read in their entirety. It is the contractor’s responsibility to utilize construction documents in their total and to coordinate their use. Lack of project coordination, including coordination of the drawings and specifications as well as subcontractors and others using these Instruments of Services will not be cause forclaims against Cripe. CLIENT SERVICES AND PROVIDED DOCUMENTATION: Cripe shall be entitled to rely on the accuracy, clarity, completeness and format of documentation, services and information furnished by the Client. Cripe shall provide prompt notice tothe Client if Cripe becomes aware of any errors, omissions, inconsistencies or formatting errors in such documentation, services or information and it shall be the responsibility ofClient to correct any errors, omissions orinconsistencies. If Cripe cannot utilize the provided documentation for its intendedpurpose, this shall entitle Cripe to anadjustment in the Scope of Services and Compensation. Cripe shall notify the Client of these changes prior to providing such services. WAIVER OF CONSEQUENTIAL DAMAGES.Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither the Client nor Cripe, their respective officers, directors, partners, employees, contractors or subconsultants shall beliable to the other or shall make any claim for any incidental, indirect or consequential damages arising out ofor connected in any way to the Project or to this Agreement. This mutual waiver of consequential damages shall include, but is not limited to, loss of use, loss of profit, loss of business, loss of income, loss ofreputation and any other consequential damages that either party may have incurred from any cause of action including negligence, strict liability, breach of contract and breach of strict or implied warranty. Both Cripe and the Client shall require similar waivers of consequential damages protecting all the entities or persons named here in all contracts and subcontracts with others involved in this project. LIMIT OF LIABILITY.In recognition of the relative risks and benefits of the Project to both the Client (Owner) and Cripe, the risks have been allocated such that the Client agrees, tothe fullest extent permitted by law to limit the liability ofCripe,its officers, directors, employees and sub-consultants for any and all claims, losses, costs, damages to the sum of $250,000or Cripe’s fee, whichever isgreater. GOVERNING LAW: Thelaws of the State of Indiana shall govern as toall questions arising under these Terms and Conditions. This Agreement accepted this __________ day of ______________,20___. Client Authorized SignatureCripe Authorized Signature Printed & TitlePrinted & Title Terms & Conditions Page 2of 2 12/7/2022 CRIPE SUITE 200 INDIANAPOLIS, IN 46240 - 108127 3939 PRIORITY WAY S DR City of Carmel ONE CIVIC SQUARE CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35-6000972 PURCHASE ORDER NUMBER THIS NUMBER MUST APPEAR ON INVOICES, A/P VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VENDOR SHIP TO PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT EXTENSION Street Department 3400 W. 131st Street Carmel, IN 46074- 317) 733-2001 00350309 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 Matt Higginbotham 72257 2201Department:2201Fund:Motor Vehicle Highway FND 43-509.00Account: Feasibility Study/Programming for expansion of existing maintenance shop break area 1 $11,543.00 $11,543.00Each 11,543.00SubTotal 11,543.00 Send Invoice To: PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT SHIPPING INSTRUCTIONS SHIP PREPAID. C.O.D. SHIPMENT CANNOT BE ACCEPTED. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 PAYMENT A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. CONTROL NO. 108127 ORDERED BY TITLE CONTROLLER Street Department 3400 W. 131st Street Carmel, IN 46074- Lee Higginbotham 317) 733-2001 Commissioner RESOLUTION NO. BPW 01-18-23-21 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR 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 Agreement attached hereto (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 of the 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 Agreement PitneyBowesLease Agreement.docx1/9/202312:04PM RESOLUTION NO. BPW 01-18-23-24 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR 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 Agreement attached hereto (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 of the 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 Agreement Toshiba LeasePurchase Agreement.docx1/11/202312:58PM 18th January a FINANCIAL SIERVILES SLG Tax -Exempt Lease Lease Purchase Agreement # 4 R Equipment MFG Model & Description Sarial Number Accessories Toshiba 5525AC Bride DSPFlounchllc f finisher see attached schedule roradditlonal Equipment/Accessories Billing Address: Eauioment Location: 1CMc S care Carmel. IN 46032 Purchase Option: $1.00 Interest Rate: 7.Q7 % per annum Toshiba America Business Solutions Leese Payment: $ 166.96 (plus applicable taxes) Term: 4_ (months) 11800 Exit 5 PRKWY STE12 Billing Period: Q Monthly Quarterly Semi -Annually Annually (Monthly If not checked) Fishers, IN 46037 The following additional payments are due on the date this Lease Is signed by you: Advance Payment. $ 0 (plus applicable taxes) Applied to: First Last Document Fee: $75.00 (included on first Invoice) YOU NAVE 8ELECTED THE EQUIPMENT, THE SUPPLIER AND ITS REPRESENTATIVES ARE NOT AGENTS OF ANYASSIGNEE OF LESSOR ANDARE NOT AUTHORIZED TO MODIFY THE TERMS OF THIS LEASE, YOU ARE AWARE OF THE NAME OF THE MANUFACTURER OF EACH ITEM OF EQUIPMENT AND YOU WILL CONTACT EACH MANUFACTURER FOR A DESCRIPTION OF YOUR WARRANTY XCLI-TS. WE MAKE NO WARRANTIES TO YOU, EXPRESS OR IMPLIEE). AS TO THE McACKANTASIUTY, FriTNE95 FOR A PARTICUaR POMPOSE, SUITA9ILITY OR OTHERMS& WE PROVIDE THE EQUIPMENT TO YOU A345. YOU AGREE TO USE THE EQUIPMENT ONLY IN THE LAWFUL CONDUCT OF YOUR alnINESS, AND NOT FOR PERSONAL, HOUSEHOLD OR FAMILY PURPOSES. WE SHALL NOT BE LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEGAL, TAX OR ACCOUNTING TREATMENT OF THIS LEASE AND YOU ACKNOWLEDGE THAT WE ARE AN INDEPENDENT CONTRACTOR AND NOTA FIDUCIARY OF LESSEE, YOU,WILL OBTAIN YOUR OWN LEGAL. TAX AND ACCOUNTING ADVICE RELATED TO THIS LEASE AND WILL MAKE YOUR OWN DETERMINATION OF THE PROPER LEASE TERM FOR ACCOUNTING PURPOSES, EXCEPT TO THE EXTENT PROVIDED IN SECTION 2, YOUR PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO CANCELLATION, REDUCTION OR SETOFF FOR ANY REASON WHATSOEVER BOTH PARTIES AGREE TO WANE ALL RIGHTS TO A JURY TRIAL. THIS LEASE SHALL BE DEEMED FULLY EXECUTED AND PERFORMED IN THE STATE OF LESSEE'S PRINCIPAL PLACE OF BUSINESS AND SHALL SB GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH SUCH LAWS, TO HELP THE GOVERNMENT FIGHT THE FUNDING OF Tepao BsM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRED ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT, WHAT THIS MEANS TO YOU; WHEN YOU OPEN AN ACCOUNT, WE WILL ASK FOR YOUR NAME, ADDRESS AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU, WE MAY ALSO ASK TO SEE IDENTIFYING DOCUMENTS, BY SIGNING THIS LEADS, YOU ACKNOWLEDGE RECEIPT OF PAGES 1 AND 2 OF THIS LEASE, AND AGREE TO THE TERMS ON PAGES 1 AND 2, ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE TO PROTECT YOU AND US FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. TERMS AND CONDITIONS Commencement of this Lease and Acceptance of ho Equipment shall omr upon deliveryof the Equipment to you ('Commmremenl Data). To the extent that the Equlpmanl llwludas htenglple property or emaciated services such as periodic software Ponies and prepaid database subscription rights, such Intangible property shop be referred to as lgoftware'. You understand and agree that we have no right Iola or Interest In tho Software and you will comply throughout the Von of this Lease wilts any license ardoraihor agreamenf r8orfware Liceneal entered Into wgh the alalpElarer the $:lfH'are r8ahvs.'d Supprefy. You Om reapeeLlpia for entering Into any Software License with the Software Supplier no later man the Commencement Dale of this Leasn. You apnea to inspect the F. wlpmsnl upon dePelly ardvonH by lnepbona or In OWV Ouchirdonne2o) es we may require. II you signed a purchase order or similar attroor l for the purchase of the EqufpmerA by glpreng NU Lease you assign to us all of your rights, but none of your obligations under IL AN allachmerNs, Appessoiles. replacemanls, replacement parse, subsgtuaons, addlllono and repairs to the Equipment shag form pan of the Equipment under this Leese; 2, LEA2- PAYMENTS You eons to reran Io us the Lease Peymem and ON other eume when duo and payable each Billing Period M the address we PVAde t0 you from time to time, You agree that you will remll paymonls 10 es h the form of company checks (or personal clocks In the case of sole proprlelonhlps), direct debit or wires any. You rise agree cosh and cash oq*a'.anb am not acccpalia tonne of paymsAT for Prig L.oaso and that you will nol remit such Iona of payment to us, Paymeol In any other form may delay processing of be returned to you, FUnhar mo•V. any you ory0wr eutho+trad agent is 0ppmwad by ua wA remit Poomnia to us. Lease Paymonle w: Include any freight, delivery, Insteili" and other expenses we Bnonce on your behalf at your request, Loess Payments arc due whether ornot you receive an nvoka, You outhodw us to ad)ust the Lassa Payments by more men 16%to reflect any recon4urallo n of the Equiptnent Or AdjualmanUt to reflect applicable saflaii tool or the coal of ft Equipment by " rnarlufacturior "o r 4& Nf7FfYRayROPR1ATf6It F F0,10. You Intend to MMIJ la us ad Lasso Payments and other payments for the fug Term If fv4s ere logoby arrasba. to IMo•omt you are not granted an oppropdaWn of funds at any time during the Term for the Equipment or for equipment which is funellonauy similar to the Equipment and dpereling funds are nor otherwise available to you to pay Lewis Payments and other psymenu due and to become duo ruder this Lease, enS Vials is no other legal pmce,7uro or esallabla rands by of WLn which paymenl can he mots to us, and the non,appropnepon did not reaud rmm an Ki orW-93100 by you, )W shoo hews the AgM is return the eq*Ma nL In aecoiunce with Section 12 of this Leese end temalnsio this Lasso on the Jan day or the fact/ poddd for which app *&sL:ane were received wift9l. pelVly of expanse to you, dxoeµ0,10 Na ccalan of the Lease Poymcnlg for which funds Snell have bean appropdeled and budgeted. At least thirty (30) days Prior to the and of your fiscal period, your chief axeeuhis oh)cer (or sepal counsel) or cw* in wdgng that. (a) tunds have not been appropnaied for the natal porrod; (0) such non,appropdollon did not result from any act or Whim to act try you; and (c) you have exhausted all funds legally avalaab to pay Lasso Paymeols, if you larminale INS Loose because of a non, appropdodon of funds, you may not purchase, lease ormnl, during the subsequent fiscal period, equipment performing the some functions as, or functions taking the place of. Base padormed by ma Equipment provkted, however, that those restrictions shall not be applicable If or to the extent that the application of these reslrioLlons would affect the validity of (his Lease. This Section 2 shag not pennll you to londnale this Leese M order to acquire any other Equipment or to allocate funds dlreceyorindlroelly to perform essentially the application forwhIth the Equipment Is Intended. 3. LEdn.E CHARGEg, You agree to: (a) ply all Coots and expenses associated with the use, m0lonance, saMeng, repair or replacement of the Equipment; (b) pry as lees, assessments, taxes and charges gevemmenlegy Imposed upon Lessor's purchase, ownership, possesafon, loosing, renflng, operetion, control of use of the Equlpmenl and pay all premlume and allw costs of Insuring the Equipment; (o) reimburse In for rig costa and ExWsas Incurred In enforcing tide Lease; end (d) pay ON other costs and expenses forwhlch you are oolgaied under this Lease (the amounts set forth In clause (a) 0vough (d) being collectively reienad to as 'Lease Chaiw ). For U.S. federal Income tic purposes, the parties hereto agree that It Is their muWel Intention that you shall be considered tiie owner of the Equipment and we slag n no Warn be Ilablo to you a you fall to secure any U.S. federal Woma tax benefits Ovalle* to the owner of the EqulpmenL We may take on your behalf any notion requkod under this Lease which you fall to take, and upon receipt of our Invoke you will promptly pay our coals gncuing E1.vnanca premiums and other payments to affiliates). plus reasonable procesaing (ass, Restricilve endoreementa on checks you send to us will not reduce your clingeaons to us. We may charge you a retum dock ornon sufficlant funds charge of $25 lar any check which Is returned by the bank foranyreason (not to,exceed the maximum amount permitted bylaw). ConOnueo on Page 2 Toshiba America Business Solutions, Inc. By: X } Name: Iridt,.n ('-veP 1') Title: Date: Citv of Carmel Lessee Full Legal Name) 8y: yF %ram i:7Vy.gweEs flVa a== Jim Brainard vu% Mayor 12- 16-2022 reld6 , aicW.35-6000972 Page 1 of 2 TABS SLG 200(c) SBO Tax Exempt (mod tQ 02 22 4 CzTfshfzHsfdivlijobu2;69qn-Kbo16-3134 Charles Teschendorf President 35-1710202 1/3/2023 CzTfshfzHsfdivlijobu22;26bn-Kbo16-3134 Exhibit A Festival of Ice at Center Green SCOPE OF SERVICES What: The Festival of Ice at Carter Green - Ice Carving Exhibition Where: Carmel Arts & Design District and The Ice at Carter Green, 10 Carter Green, Carmel, IN When: Friday, January 20, 2023 (4 - 7p.m.), Saturday, January 21, 2023 (10 a.m. - 5p.m.) and Sunday, January 22, 2023 (10a.m. - 2p.m.) THE FESTIVAL OF ICE WILL PROVIDE THE FOLLOWING: Friday, January 20 Carmel Arts & Design District Ice Displays on Main Street 4 - 7p.m. 1 - 10 x 10 tent 1 - 20 amp independent circuit forpower 3 blocks oficeprovided on pedestal bySeasons Catering Stanchions set up Color gels Bucket of water City provides Bucket of Salt City provides Carvers will clear their own debris Saturday, January 21 Ice at Carter Green Ice Displays 10 a.m. - 5p.m. 1 - 10 x 10 tent with 2 sidepanels. 1 - 6fttable fortools 1 - 20 amp independent circuit forpower 4 blocks of ice on pedestal provided by Seasons Catering Color gels Bucket of water City provides Bucket of salt City provides Stanchions set up Anarea will be setup for ice debris and cleared asneeded byice assistants Sound and DJ music Sunday, January 22 Freestyle Carving Demonstration at Carter Green 10 a.m. - 2 p.m. Stage with tables Bucket of water City provides Bucket of salt City provides Stanchions set up 1 - 20 amp independent circuit forpower Anarea will be setup for ice debris and cleared asneeded byice assistants Sound and DJ music Blocks of ice on pedestal provided by Seasons Catering EVENT DESCRIPTIONS Friday, January 20 Freestyle Carving Demonstration in the Carmel Arts & Design District on Main Street 4 - 7p.m. Stations will be available for Carver to set up tools beginning at 2p.m. Carvers may work on their ice as early as 2:30 p.m., but must begin no later than 4p.m. Sculptures must be complete by 7p.m. Performer MUST let Meg Osborne know in advance if she/he wants to be placed in proximity to another carver. Last minute changes cannot be accommodated. Saturday, January 21 Ice at Carter Green Ice Displays 10 a.m. - 5p.m. Winners will be determined by audience ballots open until 4:00 p.m. Award checks will be mailed to winners Carvers may work with ice as early as 9 a.m., but must begin work no later than 10 a.m. Stations will be available for Ice Carver to set up tools beginning at 8 a.m. Sunday, January 22 Freestyle Carving Demonstration at Carter Green 10 a.m. - 2 p.m. Four blocks of ice will be provided on a pedestal with gel color Stage will be ready for carver as early as 9a.m. Sculptures must be complete by noon Award checks will be mailed to winners 75 blocks of ice will be delivered ACCOMMODATIONS AND PAYMENT Hotel accommodations for Carvers will be provided at Renaissance Hotel with onefood voucher. Carver will be allotted one guest room. Additional restaurant vouchers may be purchased by Carver upon check-in. Carver will receive a check in the amount of $1,600.00 at the completion ofallexhibitions. A meal will be provided for Carver at 8:00 p.m. immediately following completion of Friday's ice display exhibition. Location to be determined. 12/16/2022 STEPHAN A KOCH DALEVILLE, IN 47334 - 108313 4271 S CR 900 W City of Carmel ONE CIVIC SQUARE CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35-6000972 PURCHASE ORDER NUMBER THIS NUMBER MUST APPEAR ON INVOICES, A/P VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VENDOR SHIP TO PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT EXTENSION ICE CARVING SERVICES FOR FESTIVAL OF ICE COMMUNITY RELATIONS 1 CIVIC SQ Carmel, IN 46032- 376951 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 72668 1203Department:101Fund:General Fund 43-590.03Account: ICE CARVING SERVICES FOR FESTIVAL OFICE1 $1,600.00 $1,600.00Each 1,600.00SubTotal 1,600.00 Send Invoice To: PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT SHIPPING INSTRUCTIONS SHIP PREPAID. C.O.D. SHIPMENT CANNOT BE ACCEPTED. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 PAYMENT A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. CONTROL NO. 108313 ORDERED BY TITLE CONTROLLER COMMUNITY RELATIONS 1 Civic Square Carmel, IN 46032- Nancy Heck Director CzTfshfzHsfdivlijobu23;69qn-Kbo21-3134 Exhibit A Festival of Ice at Center Green SCOPE OF SERVICES What: The Festival of Ice at Carter Green - Ice Carving Exhibition Where: Carmel Arts & Design District and The Ice at Carter Green, 10 Carter Green, Carmel, IN When: Friday, January 20, 2023 (4 - 7 p.m.), Saturday, January 21, 2023 (10 a.m. - 5 p.m.) and Sunday, January 22, 2023 (10 a.m. - 2 p.m.) THE FESTIVAL OF ICE WILL PROVIDE THE FOLLOWING: Friday, January 20 – Carmel Arts & Design District Ice Displays on Main Street 4 - 7 p.m. 1 - 10 x 10 tent 1 - 20 amp independent circuit for power 3 blocks of ice provided on pedestal by Stanchions set up Color gels Bucket of water – City provides Bucket of Salt – City provides Carvers will clear their own debris Saturday, January 21 – Ice at Carter Green Ice Displays 10 a.m. - 5 p.m. 1 - 10 x 10 tent with 2 side panels. 1 - 6ft table for tools 1 - 20 amp independent circuit for power 4blocks of ice on pedestal provided by Color gels Bucket of water – City provides Bucket of salt – City provides Stanchions set up An area will be set up for ice debris and cleared as needed by ice assistants Sound and DJ music Sunday, January 22 – Freestyle Carving Demonstration at Carter Green 10 a.m. - 2 p.m. Stage with tables Bucket of water – City provides Bucket of salt – City provides Stanchions set up 1 - 20 amp independent circuit for power An area will be set up for ice debris and cleared as needed by ice assistants Sound and DJ music Blocks of ice on pedestal provided by EVENT DESCRIPTIONS Friday, January 20 – Freestyle Carving Demonstration in the Carmel Arts & Design District on Main Street 4 - 7 p.m. Stations will be available for Carver to set up tools beginning at 2 p.m. Carvers may work on their ice as early as 2:30 p.m., but must begin no later than 4 p.m. Sculptures must be complete by 7 p.m. Performer MUST let Meg Osborne know in advance if she/he wants to be placed in proximity to another carver. Last minute changes cannot be accommodated. Saturday, January 21 – Ice at Carter Green Ice Displays 10 a.m. - 5 p.m. Winners will be determined by audience ballots open until 4:00 p.m. Award checks will be mailed to winners Carvers may work with ice as early as 9 a.m., but must begin work no later than 10 a.m. Stations will be available for Ice Carver to set up tools beginning at 8 a.m. Sunday, January 22 – Freestyle Carving Demonstration at Carter Green 10 a.m. - 2 p.m. Four blocks of ice will be provided on a pedestal with gel color Stage will be ready for carver as early as 9 a.m. Sculptures must be complete by noon Award checks will be mailed to winners 75 blocks of ice will be delivered ACCOMMODATIONS AND PAYMENT Hotel accommodations for Carvers will be provided at Renaissance Hotel with one food voucher. Carver will be allotted one guest room. Additional restaurant vouchers may be purchased by Carver upon check-in. Carver assistant will receive a check in the amount of $500.00 at the completion of all exhibitions. A meal will be provided for Carver at 8:00 p.m. immediately following completion of Friday's ice display exhibition. Location to be determined. 12/16/2022 TIMOTHY LEVI TIPTON LEXINGTON, KY 40503 - 108314 644 SPRINGRIDGE DRIVE City of Carmel ONE CIVIC SQUARE CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35-6000972 PURCHASE ORDER NUMBER THIS NUMBER MUST APPEAR ON INVOICES, A/P VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VENDOR SHIP TO PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT EXTENSION ICE CARVING SERVICES FOR FESTIVAL OF ICE COMMUNITY RELATIONS 1 CIVIC SQ Carmel, IN 46032- 376950 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 72669 1203Department:101Fund:General Fund 43-590.03Account: ICE CARVING SERVICES FOR FESTIVAL OFICE1 $500.00 $500.00Each 500.00SubTotal 500.00 Send Invoice To: PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT SHIPPING INSTRUCTIONS SHIP PREPAID. C.O.D. SHIPMENT CANNOT BE ACCEPTED. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 PAYMENT A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. CONTROL NO. 108314 ORDERED BY TITLE CONTROLLER COMMUNITY RELATIONS 1 Civic Square Carmel, IN 46032- Nancy Heck Director CzTfshfzHsfdivlijobu23;6:qn-Kbo21-3134 Exhibit A 18th January 23 18th January 23 x x 18th January 23 18th January RESOLUTION NO. BPW 01-18-23-02 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 ArtsGrant ActorsTheatre ofIndiana, Inc.docx1/9/202312:20PM 18th January aF AND I ANC ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and Grantee"), is executed pursuant to the terms 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,JAJAA)L atz .al/ an authorized representative of Grantee, have applied for a City of Carm 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 $17 0 , 880 .0 0 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. 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 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 Carmel 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 program 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 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 term 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: F antee") ZPB ( Signature) d Name of Officer: Title:r-- Date: d 2-- CITY OF CARMEL ("Grantor") James Brainard, Mayor Date: 1/3/2023 ATTEST: i u ik. 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 Carmel, One Civic Square, Carmel, IN 46032, Phone: 317-571-2483, skibbafrkygrmct,in-g . 4 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: oCz-S FAT Address: StD,rZO 5 L.%/ Telephone:,-3 1- 2913 XI0 _---. Fax: AA -I Contact Person: 1• ? Email:(4--- t APPLICATION AMOUNT: $ —•cJ DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: Additional pages may be added to Exhibit "A") Signatu Printed Title: Date: EXHIBIT A: PROPOSAL NARRATIVE Actors Theatre of Indiana November 9, 2022 OVERVIEW OF THE ORGANIZATION Please note that programs shown in bold type are either new or modified programs for ATI. In 2023, Actors Theatre of Indiana will be entering its eighteenth season of presenting Broadway musicals and stage plays, as well as Indiana theatre premieres. It will also be our twelfth season of performing in the Studio Theatre at the Center for the Performing Arts. Co-founders Don Farrell, Judy Fitzgerald, and Cynthia Collins are professional performers, directors, and choreographers with over 75 years of combined professional experience in Off -Broadway productions, Radio City Music Hall, Madison Square Garden, Las Vegas, National and International Tours, Television, and Regional Theatres. Because of their range of experience and professional connections, we are able, if necessary, to utilize performers and directors from across the countryto fill specific needs and roles in our productions. Quite frankly, Actors Theatre of Indiana could be considered in many ways a regional theatre company. In the fall of 2021, ATI entered into an agreement with the Hotel Carmichael to present professional cabaret -style performances inside the hotel at the Feinstein Cabaret. Once a month, either the ATI founders or entertainers chosen by ATI will perform on stage at the Feinstein Cabaret. These performances have become extremely popular with the public as well as the hotel's guests. Beginning in December of 2021, the founders of ATI began presenting two performances of their Christmas production in the Feinstein Cabaret. Also, in honor of our 15t' season, we launched a new program entitled the "Actors Theatre of Indiana Lab Series". This program is committed to nurturing new plays by offering playwrights an intensive weekend of discussion and play development with a cast of professional actors and directors in a creative laboratory environment. Each play will have a reading and a talk - back session with ATI audiences, staff, cast and playwright. It is our belief that to be considered a true professional theatre company in this community we need to offer playwrights an opportunity to bring their new works to the stage. EXHIBIT A PROPOSED USE OF 2023 CARMEL ARTS GRANT FUNDING Our focus has always been, and remains, to present professional theatrical productions that entertain and inspire the audience. Our aggressive use of social media enables us to reach a targeted audience at a fraction of the cost of traditional media, thereby reducing our advertising costs. We entered the 2022/2023 season with a strong expectation that we would be presenting a full slate of four main stage productions. Nothing has transpired in the country through Thanksgiving that would alter our thinking. While the number of people attending our performances is noticeably smaller than before the pandemic, we are very encouraged by the overall enthusiasm exhibited by the audiences. Quite frankly, all arts organizations in the country are experiencing problems with the number of patrons filling the seats. Regional theaters have particularly struggled to recover from those losses and get customers back in the seats During the difficult period we all have gone through, we endeavored to remain visible and relevant not only to our patrons, but to the City of Carmel and our grantors and funders. From our Friday night Facebook Live presentations of From Our Home to Yours, to the live Drive -In Theatre Concerts at the Monon Square Shopping Center, to our musical presentations at the Feinstein Cabaret, we have always strived to make live theatre relevant in Carmel. And from all the positive feedback we receive from our patrons, I believe we are doing a very good job of bringing quality, professional entertainment to Carmel. We are committed to the following organizational values: If necessary, we will continue to utilize professional talent from Indianapolis and around the country to enhance the quality of our productions. We will continue to invest wisely in our production values, including stage design, sound design, and lighting design. We will continually strive to present four main stage productions annually in the Studio Theatre. Depending on the costs of the productions, at least one of these productions will contain larger casts and popular name recognition. We will grow the ATI Lab Series to provide opportunities for as many playwrights as possible to present their new works on the ATI stage in the Studio Theatre. We will continue to give back to the community by performing at local events at no charge. A few of the events are the Veterans Day Ceremony, the Lighting of the Tree at Christmas, Holiday in the Arts District, and the Carmel International Arts Festival. The Carmel Arts Grant enables us to proudly represent the City of Carmel as the Resident Professional Theatre Company at The Center for the Performing Arts. Because of previous Carmel Arts Grants, we have been able to continually upgrade our lighting, our production equipment, and the music and sound equipment that we use for our productions in the Studio Theatre. We purchased some of this equipment last year with proceeds from the Carmel Arts Grant. Quite simply, these new capital expenditures were prudent artistic additions, both fiscally and developmentally, and helped ATI to continue offering the professional stage productions that our community so richly deserves. HERE IS A LISTING OF THE EQUIPMENT THAT WE WOULD LIKE TO PURCHASE WITH A PORTION OF THE PROCEEDS FROM THE 2023 CARMEL ARTS GRANT. SOME OF THIS EQUIPMENT WAS BUDGETED TO BE PURCHASED WITH THE 2022 CARMEL ARTS GRANT BUT WAS DELAYED BECAUSE OF THE ORGANIZATION PAYING DOWN CORPORATE DEBT WITH A PORTION OF THE GRANT FUNDS: One (1) Table Saw, Cabinet Stand Type, 10 inch diameter blade, Max Blade Speed 4,000 RPM Cost - $7,600 Three (3) Dewalt Cordless Drills Cost - $700 Ten (10) Actor Microphone Elements Cost - $2,000 Seven (7) Drum Kit Microphone Package Cost - $1,000 One (1) Sliding Miter Saw — Sliding Compound Miter Saw with Rolling Stand Cost - $700 TOTAL BUDGET REQUEST FOR NEW EQUIPMENT - $12,000 As in prior years, foundation grants, other governmental grants, individual donations, gifts of corporate stocks, corporate sponsorships, and in -kind donations will supplement the Carmel Arts Grant in supporting Actors Theatre of Indiana. A stock donation plan was implemented in 2018 and a Planned Giving initiative was implemented in 2019 in the hope that Actors Theatre of Indiana will be included in the estate plans of our patrons. Additionally, and in the spirit of full disclosure, the City of Carmel needs to be aware of the following disclosure: As mentioned in Exhibit G, for as long as Actors Theatre of Indiana has been receiving the Carmel Arts Grant, no Grant funds have ever been allocated to increasing staff size or to increase compensation. This practice will continue through 2023. We currently have four (4) full-time employees, each being paid an annual salary of $30,000. It has become increasingly obvious to the Board of Directors that if we were to lose any of our four full-time employees for any reason, we would not be able to replace any of them for $30,000, thereby putting the future of the organization in jeopardy. Additionally, everyone should be aware that when our three Founders are performing in an ATI production, they always forfeit their Actors Equity salary of $2,100 per production. They do this to save money for the organization. The Executive Director has made a request to the Board of Directors to form a compensation committee to determine the appropriate salary levels for the staff and to identify sources of funding that can be utilized to pay for the increased salaries. Additionally, the Executive Director has made a request to the Board of Directors to create a succession plan in case the Executive Director or any of the Founders would choose to leave the organization for any reason. 2023 OPERATIONAL FUNDING REQUEST Total revenue per ATI's 7/31/21 financial audit $612,574 Grant award percentage guideline 33.3% Grant Amount Per Guideline $204,000 COMMUNITY INVOLVEMENT Members of the Carmel Chamber of Commerce Members of the Hamilton County Convention & Visitors Bureau Participated and performed in the 2022 Carmel Fest parade Participates every summer in the Carmel Farmers Market e Upon request, we provide sign language interpreters for the hearing impaired Performs annually in Carmel's Veterans Day ceremony o Performs caroling during the Christmas holidays in the Arts & Design District as well as the popular Christkindlmarkt Performed our Cole Porter Revue at The Barrington's grand opening Presented "An Evening with Frank Sinatra" at The Bridgewater Club In collaboration with the Autism Society of Indiana, we have provided a special "lights up, sound down" performance of A Year with Frog & Toad We provided free tickets to the Big Brothers/Big Sisters organization to see A Year with Frog & Toad We have performed readings of A Year with Frog & Toad at libraries and schools throughout Carmel and Central Indiana In February of 2020 we presented, along with the Carmel Symphony Orchestra, two staged presentations of Sweeney Todd. These concerts were performed in The Palladium and were critically acclaimed and financially successful for both organizations. EX#1,68 1 43 EXHIBIT B ACTORS THEATRE OF INDIANA OPERATING BUDGET FOR FISCAL YEAR ENDING JUIY 31 2023 INCOME Earned Income Admission/Ticket Income 180,000 Sponsorships 50,000 Other Income 10,000 Contributed Income 60,000Individual/Corporate Contributions Foundation Support I 85,000 Fundraising/Special Events 25,000 Government Income Federal NEA 15,000 State IAC 30,000 City Carmel and HCCVB 215,000 Total Cash Income 670,000 In -Kind Goods and Services 35,000 TOTAL INCOME 705,000 EXPENSES Production Expenses Production Personnel 200,000 Production Costs 150,000 General & Administrative Expenses Executive Director (Projected) 60,000 Marketing/Development Director 50,000 Bookkeeper/Grant Writer 30,000 Accounting Firm 10,000 Insurance I 10,000 Travel & Entertainment 1,000 Telephone and IT 10,000 Advertising 50,000 Interest & Bank Card Fees 2,000 Rent & Occupancy Costs 100,000 In -Kind Goods & Services 35,000 TOTAL EXPENSES 708,000 r. State of Indiana. Office of the Secretary of State CERTUICA #"E OF INCORPORATION Of ACTORS TTW-, A TR OF INDIANA, INC. I, TOM ROKITA, Secretary of State of IndWia, hereby certify that Articles of Incorporation of the above Non -Profit Domestic Corporation have been p =ented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Nonprofit Corporation Act of 1991. NOW, TfHMFORE, with this document I certify that said transaction will became effective Friday, Mardi 18, 2005. lw In Wiftms Whereof, I have caused to be affixed my signature and the seal of the State oflndiana, at the City of Indiampolis, Much 18, 2005. TODD ROIITA, SECRETARY OF STATE 2005031800331 / 2005031862490 INTERNAL REVENUE SERVICE P. 0. BOX 2508 CINCINNATI, OH 45201 JUN 2 2 2M Date: ACTORS THEATRE OF INDIANA INC C/O DONALD M MEYER BOSE MCKINNEY & EVANS LLP 135 N PENNSYLVANIA ST INDIANAPOLIS, IN 46204 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 20-2530124 DLN: 17053140022015 Contact Person: DOROTHY ,M LAWRENCE ID## 31450 Contact Telephone Number: 877) 829-5500 Accounting Period Ending: DECEMBER 31 Public Charity Status: 170 (b) (1) (A) (vi) Form 990 Required: YES Effective Date of Exemption: MARCH 18, 2005 Contribution Deductibility: YES Advance Ruling Ending Date: DECEMBER 31, 2009 We are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt from Federal income tax under section S01(c)(3) of the Internal Revenue Code. Contributions to you are deductible under section 170 of the Code. You are also qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522-of the Code. Because this letter could help resolve any questions - regarding your exempt status, you should keep it in your permanent records. Organizations exempt under section 501(c)(3) of the Code are further classified as either public charities or private foundations. During your advance ruling period, you will be treated as a public charity. Your advance ruling period begins with the effective date of your exemption and ends with advance ruling ending date shown in the heading of the letter. Shortly before the end of your advance ruling period, we will send you Form 8734, Support Schedule for Advance Ruling Period. You will have 90 days after the end of your advance ruling period to return the completed form. We will then notify you, in writing, about your public charity status. Please see enclosed Information for Exempt Organizations Under Section 501(c)(3) for some helpful information about your responsibilities as an exempt organization. Letter 1045 (DO/CG) a - ACTORS -THEATRE OF INDIANA INC We have sent a copy of this letter to your representative as indicated in your power of attorney. Sincerely, Lois G. Lern4r Director, Exempt Organizations Rulings and Agreements Enclosures: Information for Organizations Exempt Under Section 501(c)(3) Letter 1045 (DO/CG) STATE OF INDIANA ) SS: COUNTY OF ) AFFIDAVIT fiI, JAM A. an authorized representative of /A 7 C. 77 JJ-)I-4, —AZ " rantee"), 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 $ Ue Q 2r qPrrgnatureinked Namec r_--.7 Subscribed and sworn to before me, the undersigned Notary Public, this day of I Y L 'alk Signature - Notary Public Printed Name aa. 1 V . SEAL] Resident of ri County, Indiana My Commission Expires: 2U\u 44 RYP SHARON M. KIBBE t SEAL Cn Resident of Hamilton Co. My Commission Expires 1k July 12, 2026 ACTORS THEATRE OF INDIANA INC. Profit and Loss August 2021 -July 2022 TOTAL Income 4000 ATI Ticket Sales 4001 Single Ticket Sales 179,470.19 Total 4000 ATI Ticket Sales 179,470.19 4005 Indiv/business contribution 4006 Board Donations 1,500.00 4007 Individual Donations 74,921.48 4008 Corporate Donations 800.00 Total 4005 Indlv/business contribution 77,221.48 4012 Sponsorships 4013 Show Sponsorships 31,769.00 4014 Season Sponsor 30,000.00 4017 Sponsor - Other 7,478.58 Total 4012 Sponsorships 69,247.58 4036 Feinstein's Contract Income 11,566.31 4037 ATI Outsourcing 245.00 4040 Special Events Income 11,900.00 4110 Donated pro services - GAAP 14,252.00 4150 Donated use of facilities 32,272.56 4180 Marketing materials 53.00 4210 Corporate/business grants 2,000.00 4230 Foundation/trust grants 66,000.00 4305 Program Advertising 2,500.00 4530 State grants 11,983.50 4540 Local government grants 215,100.00 5000 Earned revenues 5120 Production Support Income 22,008.01 5490 Miscellaneous revenue 602.50 Total 5000 Earned revenues 22,610.51 Unapplied Cash Payment Income 400.00 Total Income 716,822.13 Cost of Goods Sold 7000 Production Salaries & related expenses 7020 Salaries & Wages 93,843.93 7050 Payroll Tax 8,265.52 7061 Equity League Health 30,435.00 7062 Equity League Pension 5,858.40 7065 AEA Dues 720.57 Total 7000 Production Salaries & related expenses 139,123.42 Cash Basis Monday, November 21, 2022 08:03 AM GMT-05:00 1/4 ACTORS THEATRE OF INDIANA INC. 7100 Contracted Production Staff 7103 Actors 7105 Director 7107 Production Manager/Assistant 7109 Master of Properties 7110 Choreographer 7115 Music Dir/Accomp/Conductor 7120 Musicians 7125 Scenic Designer/Carpenter 7130 Costumer 7135 Sound Designer/Audio Engineer 7140 Lighting Designer/Master Electrician 7145 Photographer 7150 Other Production Contractors Total 7100 Contracted Production Staff 7200 Other Production Costs 7205 Properties 7208 Equipment Purchases 7209 Software License Purchase 7210 Equipment Rental 7212 Wig rental/design/maintenance 7215 Costumes 7225 Scenery 7227 Lighting Supplies 7228 Stage Mgmt Supplies 7229 Sound Supplies 7230 Food & Beverage 7231 Artistic Expenses 7235 Royalties/Scripts 7245 Misc Production Costs 7250 Crew Meals 7255 Load In/Load Out 7265 Facility Rental 7268 Security 7275 Travel/Lodging 7280 Program Supplies Total 7200 Other Production Costs Total Cost of Goods Sold GROSS PROFIT Expenses 6560 Payroll Expenses Profit and Loss August 2021 - July 2022 TOTAL 2,000.00 9,824.99 390.00 2,000.00 3,500.00 10,110.00 39, 621.25 9,000.00 4,500.00 8,130.00 9,000.00 5,700.00 1,605.00 105,381.24 280.94 2,089.21 3,956.91 563.37 2,708.00 1,201.11 3,654.62 8,012.23 3,571.93 1,583.54 191.53 2,051.56 170.53 26,481.86 4,028.38 329.66 82.50 500.00 1,186.87 12,750.28 108.75 75,503.78 320,008.44 396,813.69 3,695.72 Cash Basis Monday, November 21, 2022 08:03 AM GMT-05:00 2/4 ACTORS THEATRE OF INDIANA INC. Profit and Loss August 2021 -July 2022 TOTAL 7300 Salaries & related expenses 7320 Salaries & Wages 119,999.36 7350 Payroll taxes 9,406.60 Total 7300 Salaries & related expenses 129,405.96 7400 Advertising & Marketing 655.07 7405 Print Ads 19,270.00 7410 Electronic Media 12,210.50 7415 Graphic Design 4,824.82 7420 Signage 964.48 7425 Promotional Events/Fairs 5,635.12 Total 7400 Advertising & Marketing 43,559.99 7450 Fundraising expenses 204.13 7500 Legal & Professional Fees 7520 Accounting fees 42,095.74 7540 Professional fees - other 9,065.00 7580 Donated pro services - GAAP 8,652.00 Total 7500 Legal & Professional Fees 59,812.74 8100 Non -personnel expenses 8110 Supplies 2,178.29 8130 Telephone & Internet 9,697.40 8140 Postage, shipping, delivery 9,291.60 8150 Mailing services 2,129.19 8160 Equip rental & maintenance 655.00 8170 Printing & copying 35,442.26 8180 Books, subscriptions, reference 2,069.98 Total 8100 Non -personnel expenses 61,463.72 8200 Occupancy expenses 8210 Rent, parking, other occupancy 104,910.52 8240 Personal property taxes 386.50 8280 Donated facilities - GAAP 32,272.56 Total 8200 Occupancy expenses 137,569.58 8300 Travel & meetings expenses 67.99 8305 Meals/Entertainment 4,074.76 8310 Travel 1,629.68 Total 8300 Travel & meetings expenses 5,772.43 8500 Misc expenses 1,807.13) 8502 Charitable Contributions 500.00 8505 Credit Card Fees 5,234.46 8510 Interest expense 2,523.10 8515 Bank Fees 319.11 8518 Late Fees 156.00 Cash Basis Monday, November 21, 2022 08:03 AM GMT-05:00 3/4 ACTORS THEATRE OF INDIANA INC. Profit and Loss August 2021 -July 2022 TOTAL 8520 Business Insurance 7,207.50 8530 Membership dues - organization 251.75 8540 Staff/Board development 480.97 8560 Outside Computer Services 5,899.33 8565 IT Subscriptions 8,067.89 Total 8560 Outside Computer Services 13,967.22 8570 Advertising & Marketing 45,099.00 8590 Other expenses 229.30 Total 8500 Miso expenses 74,161.28 Unapplied Cash Bill Payment Expense 1,320.03 Total Expenses 516,965.58 NET OPERATING INCOME 120,151.89) Other Expenses INTEREST EXPENSE 0.00 Total Other Expenses 0.00 NET OTHER INCOME 0.00 NET INCOME $ (120,151.89) Cash Basis Monday, November 21, 2022 08:03 AM GMT-05:00 4/4 990 Return of Organization Exempt From Income Tax OM6No.1515.0047 Form Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) 2 ®2 0 Department or the Treasury Do not enter social security numbers on this form as it may be made public. ii Ope6 to Public EInternaiRevenueServiceGotowww,lrs. ov1Form980 for instructions and the latest information. I.t;$ ,ecfiior A For the 2020 calendar vear, or tax vear be innin 0 8 01 2 0 and endin 0 7 31 21 B Check if applicable: C Name of organization D Employer identification number Address change Actors Theatre of Indiana, Inc. Name change Doing business as 2 0- 2 5 3 012 4 Number and street (or P-0, box if mail Is not delivered to street address) Roomisuile E Telephone number Initial return 510 3 rd Avenue SW, Suite D 317 - 6 6 9 -18 61 Final return/ City or town, state or province, country, and ZIP or Foreign postal code terminated Amended return Carmel IN 46032 G Gross rWeI ISS 565,190 Application pending F Name and address of principal officer: James Reilly H(a) Is this a group return for subordinates? Yes X No 510 3rd Ave SW, Suite D H(b) Are all subordinates included? Yes No Carmel IN 46032 If "No," attach a list. See instructions i Tax-exempt status: x 5011(03) 501(c) { -4(Insertno. 4947(a)(1)or 527 J Website: TNTNW . at is tae . or H(c) Group lido number K. Form of nizallon: X cor ration Trusil Association Otller L Year of formation: 2 0 0 5 M State of I al domicile: IN i 1 Briefly describe the organization's mission or most significant activities:..............................................................:................. Q Advance theatre as an art form by providing creative opportunities and guidance to artists. I._..................... m.......... 0 2 Check this box if the organization discontinued its operations or disposed of more than 25% of its net assets. 5 3 Number of voting members of the governing body (Part VI, line 1a) 3 15 iu 4 Number of independent voting members of the governing body (Part VI, line 1 b) 4 15 5 Total number of individuals employed in calendar year 2020 (Part V, line 2a) 5 27 Q 6 Total number of volunteers ( estimate if necessary) ................................................................. 6 0 7a Total unrelated business revenue From Part VIII, column (C), line 12 7a 0 b Net unrelated business taxable income from Form 990-T, Part I, line 11.................................. I ......... 711b 0 PriorYear Current Year 458, 158 553,192 d8Contributionsandgrants (Part VIII, line 1h) a 9 Program service revenue (Part VIII, line 2g) 256,852 234 10 Investment income (Part VIII, column (A), lines 3, 4, and 7d) 0 11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11 e) 6,374 10,300 12 Total revenue — add lines 8 through 11 (must equal Part VIII, column A), line 12) ........... 721,384 563, 726 13 Grants and similar amounts paid (Part IX, column (A), lines 1-3) 0 14 Benefits paid to or for members (Part IX, column (A), line 4) 0 d 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) 309,818 190, 740 in 16a Professional fundraising fees (Part IX, column (A), line 11 e) 0 x b Total fundraising expenses (Part IX, column (D), line 25) 384, 5ill 219,023 w17Otherexpenses (Part IX, column (A), lines 11 a-11 d, 11f--24e) 18 Total expenses. Add lines 13-17 (must equal Part IX, column (A), line 25) .. ... ...... 694,3291 409,763 27, 055 153,963 19Revenuelessexpenses. Subtract line 18 from line 12 o Beginning of Current Year End of Year 20 Total assets (Part X, line 16) 118,574 168,685 a 21 Total liabilities (Part X, line 26) 130,932 27,080 r- u- 22 Net assets or fund balances. Subtract line 21 from line 20 .. . . ..... . . .. . . . . .... . • • 12 , 3 5 8 141,605 Part'€ i _Signature Block _ 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 (other than officer) is based on all information of which preparer has any knowledge. Sign Here Signature of officer James Reilly Date Exec. Dir./Treasurer Type or print name and title Paid Print/ Type preparer's name David W. Garrett, CPA Preparer' s signature David W. Garrett, CPA Date 02/ 07/22 Check J if self- employed PTIN P01387587 Preparer Frm' sname Alerding CPA Group Frds:9N> Use Only 4181 E 96th St Firms address Indianapolis, Ste 180 IN 46240 More no. 317 - 5 6 9 - 4181 A: 1ar the IRS discuss this return with the preparer shown above? See instructions [XJ Yes F ] No For Paperwork Reduction Act Notice, see the separate instructions. Form 990 (2020) DAA JCA.[T T ACTORS THEATRE OF INDIANA BOARD OF TRUSTEES (as of 11111122) 16 voting board members) DAN MCFEELY - PRESIDENT OWNER, WRITER, DAN MCFEELY COMMUNICATIONS CARMEL, IN 46032 Current term expires on December 31, 2022 MUNIVER SINGH (Nobbie) -TREASURER SMALL BUSINESS OWNER IN NOBLESVILLE CARMEL, IN 46032 Current term expires on December 31, 2023 KELLI PRADER - SECRETARY PROJECT MANAGER -CITY OF CARMEL CARMEL, IN 46032 Current term expires on December 31, 2022 JOHN TERRY CTG LAW CARMEL, IN 46032 Current term expires on December 31, 2023 I DR. JOSEPH FITZGERALD INDIANA UNIVERSITY HEALTH INDIANAPOLIS, IN 46202 Current term expires on December 31, 2023 JILL ZANIKER THE JEFF ZANIKER MEMORIAL FOUNDATION FOR THE ARTS CARMEL, IN 46032 Current term expires on December 31, 2024 LEZLIE M. HEATH j RETIRED TEACHER/COMMUNITY VOLUNTEER CARMEL, IN 46032 Current term expires on December 31, 2022 KATHY GUIDER VICE PRESIDENT, VERACITY IIR I CARMEL, IN 46032 Current term expires on December 31, 2022 LEAH MOSLEY SMALL BUSINESS OWNER INDIANAPOLIS IN Current term expires on December 31, 2023 BRIAN FROST BERKSHIRE HATHAWAY HOMESERVICES FISHERS, IN I Current term expires on December 31, 2023 I SAM ARCE F.C.TUCKER, CO. f CARMEL, IN I Current term expires on June 30, 2024 JULIE ECKERT UNITED FIDELITY BANK CARMEL, IN ) Current term expires on June 30, 202 j I i ' i TAMMY RADER _1 CORTEVA AGRISCIENCE INDIANAPOLIS, IN ) Current term expires on December 31, 2024 II KIMBERLY SPEER ATTORNEY/COMMUNITY VOLUNTEER BROWNSBURG, IN ' Current term expires on December 31, 2024 JERRY NORMAN j PEDCOR COMPANIES CARMEL, IN 46032 f Current term expires on June 30, 2025 1 1 1 1 MATT BRANIC I I ! j ATTORNEY WITH KRIEG DEVAULT CARMEL, IN f Current term expires on June 30, 2025 I ATI STAFF DIRECTORY JIM REILLY EXECUTIVE DIRECTOR ireiliv@atistaRe.org DON FARRELL CO-FOUNDER/ARTISTIC DIRECTOR j dfarrell@atista8e.om I f i JUDY FITZGERALD E CO-FOUNDER/ASSOCIATE ARTISTIC DIRECTOR I if itzg a ra l d @ ati stage. o rg 1 CINDY COLLINS CO-FOUNDER/ASSOCIATE ARTISTIC DIRECTOR ccol I ins@ atista e.or MEG OSBORNE MARKETING & DEVELOPMENT DIRECTOR ) meg@rnegpromo.com ELAINE MANCINI GRANT WRITER & COORDINATOR i KATHY BERG BOOKKEEPER I) BRAD OSBORNE TECHNICAL ADVISOR 1 EXHIBIT G ACTORS THEATRE OF INDIANA YEAR-END REPORT 2022 ARTS GRANT FROM THE CITY OF CARMEL In January of 2022, Actors Theatre of Indiana was awarded an arts grant from the City of Carmel in the amount of $213,600. Listed below is a summarization of the programs that were funded by this grant and the effect those programs had in the Carmel community. In an increasingly difficult economic climate for arts organizations, families have many choices as to how they spend their disposable dollars. Carmel is blessed to have a plethora of arts organizations, as well as a high school theater department that is second to none in the country. ATI continues to stand above the crowd with the genius and creativity of our marketing efforts, including the use of social media. Because of this, in May of 20181 retained the services of Meg and Associates to handle our entire marketing effort. The results of this change in our marketing strategy have been remarkable. The decision to retain Meg Osborne was made possible by using the proceeds from the Carmel Arts Grant. Additionally, we expanded the role of Meg and Associates in July of 2019 to include all fund raising and development activities for the ATI organization. If not for the Carmel Arts Grant, our marketing and development relationship with MEG and Associates would not be at the professional level that they currently are now. Because of Actors Equity Union restrictions placed on us, we were only able to present a reduced slate of main stage productions last season. However, because of the Carmel grant, we were able to partially continue with our plans to upgrade our production equipment and warehouse facilities which enabled us to hit the ground running for the 2022/2023 season. Professional fees for sound design, lighting design, wardrobe design, and scenic design have all been upgraded and the results can be seen in the overall quality of our productions. We also continued our strategy of continually upgrading our lighting and sound equipment. We take our roll as one of Carmel's economic generators at The Center for the Performing Arts very seriously. A very large portion of the 2022 Carmel Arts Grant was used to continue the process of paying down outstanding debts to those vendors who graciously allow us every year to make minimum or no payments on our debt until the Grant check arrives. This list of vendors would include PIP Printing and Current Publishing, along with several other much smaller vendors. Without their generosity, I doubt if we would have been able to financially survive. Additionally, to help us get through the year, several board members, along with our Executive Director, made sizeable loans to the organization. Everyone was repaid thanks to the Carmel Grant. Because the 2022 Carmel Arts Grant of $213,600 was used almost entirely to eliminate outstanding debt of the organization, no money from the 2022 Grant is available to be carried forward to be used in 2023. And finally, as I mentioned in Exhibit A, not one dollar of any Carmel Arts Grant has ever been used to increase the compensation of the three Founders or the Executive Director. However, you will notice in our 2023 operating budget on Exhibit B, the salary of the Executive Director is shown at $60,000. Obviously, there is no guarantee that this will occur. This was done in the hope that the board of Directors will find funding sources to raise overall staff compensation to realistic levels for the Executive Director as well as the three founders of ATI based on existing compensation survey data. A $30,000 annual salary, which is what each of the four ATI employees are currently being paid, is simply not realistic in today's economic environment. RESOLUTION NO. BPW 01-18-23-03 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 ArtsGrantTheBigger Picture Film Group.docx1/9/202312:20PM 18th January ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and TH F S 14 4 C R'? I L Sy a f (-- I LM 6 O10 J P (the Grantee"), is executed pursuant to the terms 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, C RV 3' U K 9 FUk 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 $ 3 , 5 6 0.0 0 to the Grantee for the eligible costs of the project (the "Projeot'l 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. 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 2 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 Carmel 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 impiement 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 program 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 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 term 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 WIEROF, the parties hereto have made and executed this Agreement as follows: i 4-4 E-1 1614, M V! (ry tl i' is 1 1 M !4 R- u v G rantee") By: . V -{. --- 1^ (Signature) Printed Name of Officer: 14 'E19 oymec-4 Title: '9 u MUO 44 PM - Date: 1 1 1 J CITY OF CAR TEL ("Grantor") James Brainard, Mayor Date: 1/3/2023 ATTEST: Date: 1/3/2023 If you have any question concerning the City of Cannel's 2023 Arts Grant Program, grant writing, guidelines or application materials, contact: Sharon Kibbe, City of Carmel, One Civic Square, Carmel, IN 46032, Phone: 317-571-2483, skibk@carmc1_in_3ov. 4 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: 1-4C ;R 14 C; Cr, P I C r t'' C ( d L A - "'' P Address: i I r w Q xro S-ra a—, -0 1 30 1NCa 4NP,PLC.dr9 1t% 'i & "k-0 6 Telephone: Contact Person: Email: 2 - 2 ;, b •- 11, (,v Fax: C11a-=S GVeePs Cis 6 vr-y FC=Tk O 2 APPLICATION AMOUNT: $ i a 3° 3 1 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: Please see attached. Additional pages may be added to Exhibit "A") Signature: , Printed Name of Officer: r 4 to-s r NfY- Prv- Title: 13 L)4(x_ G M k-y.A P Az Date: I ! S f -L -- 0 2023 CARMEL ARTS GRANT PROPOSAL CARMEL FILM FORUM - HOW HOLLYWOOD WORKS: THE BEHIND -THE -SCENES OF BRINGING A MOTION PICTURE TO THE SCREEN Contact Information Project Manager James E. Moriarty Producer/Director Moriarty Media james@moriartymedia.com www.moriartymedia.com Nonprofit 501(c)(3) Fiscal Agent The Bigger Picture Film Group Indy Film Fest www.indyfilmfest.org Dan Moore Executive Director dan.moore@indyfilmfest.org and Chris Overpeck Board Member chris.overpeck@indyfilmfest.org Submitted December 8, 2023 2023 CARMEL ARTS GRANT PROPOSAL PROJECT TITLE 2023 Carmel Film Forum- How Hollywood Works: The Behind -The -Scenes Of Bringing A Motion Picture To The Screen PROJECT EVENT DATES Saturday, August 26, and Sunday, August 27, 2023 PROJECT ACTIVITY LOCATION Carmel Clay Public Library (Main Branch) 425 E. Main St., Carmel, IN 46032 PROJECT MANAGER James E. Moriarty Producer/Director Moriarty Media Carmel, IN 46280 james@moriartymedia.com PROJECT OVERVIEW Moriarty Media will partner with the Carmel Clay Public Library (CCPL), The Indy Film Fest, and the Indiana Filmmakers Network to produce the 2023 Carmel Film Forum - How Hollywood Works: The Behind -The -Scenes Of Bringing A Motion Picture To The Screen. Production Manager/Line Producer Jennifer Haire, a television production professional with twenty years of experience, will implement the program. The program is designed to inspire and educate the next generation of filmmakers and passionate hobbyists. It will pull back the curtain on the traditional industry -standard methods of scripted film and television content production through lectures, hands-on activities, and panel discussions. With a focus on the best -kept secret in Hollywood, Production Office operations, How Hollywood Works will create the foundation for "job - ready" film and television production professionals. The new film and media tax incentive has Hollywood knocking on Indiana's door. We're giving Hoosiers the keys to growing our film and video industry at home. In addition, participants that attend all seminars will be eligible to receive a free copy of the film and television handbook "Keys to the Production Office." The Film Forum will be presented free of charge to the community and will be held on Saturday, August 26, and Sunday, August 27, 2023. It will deliver seven lectures/ workshops/panels (up to 13+ hours of content) and two interactive networking events. See below for descriptions of each seminar. DAY ONE - Saturday, August 26 SESSION 1 - FROM GREENLIGHT TO ACTION: GETTING TO SHOOT (Est. 2 Hours / Lecture) Failure to plan is a plan for failure." Getting a project from an idea to principal photography requires intense creative and logistical planning. Consideration must be given to hiring crew, designing shots, casting roles, building the creative scope, deciding where to film, how the cast and crew will be fed, and where to acquire the equipment. Countless other decisions are all part of the pre -production dance" that must be uniquely choreographed with many team members. This lecture will provide an overview of traditional film or TV timelines from pre -prep through wrap with key benchmarks that will help your shoot go smoothly. SESSION 2 - COLLABORATION FOR CREATIVE VISION (Est. 1 hr / Lecture) It can take an army to make a motion picture. Whether you have a crew of 30+ or are personally wearing 30+ hats, each position on a film or television crew is vital to the creation process. Based on the traditional Hollywood structure, this session reveals the hierarchy, scope, and responsibilities of the above -the -line and below - the -line artistic creative and support crafts that bring a project's creative vision to life. The discussion includes why each crew position is necessary and how to navigate hiring compromises, as well as how to anticipate the benefits and challenges when working with various crew sizes. PERSONAL PITCH" & OPEN Q&A LUNCH (1 Hour) The first 20 sign-ups will receive a free box lunch and direct participation. Observers are welcome. Participants must prepare a 30-second personal pitch about themselves. Following the pitches, there will be an open question -and - answer period with speakers. SESSION 3 - THE BEHIND -THE -SCENES: THE PRODUCTION OFFICE (Est. 2hr / Lecture / Hands-on) From pre -production through wrap, the Production Office is the core of any film or TV production and is vital to the success of any show. It is the central communication center and the problem -solving nucleus. Every member of the cast, crew, and staff will be in communication with the Production Office. The Production Coordinator manages the production office, supervises the production office staff, and facilitates the needs of every department on the show. It is important to learn the responsibilities of the Production Office and how the team interacts with every department to keep your show running smoothly. The Production Coordinator and their team are the most sought-after local first hires. 2 SESSION 4 - FROM THE SCRIPT TO THE SET: COMMUNICATION IS KEY Est. 1.5hr) Movies and Television require much paperwork to communicate the many aspects of production needs, creative or otherwise. The script is the foundation for the project. The call sheet tells everyone what time to report to work. Other paperwork dictates the who, what, where, and when. Deciphering it can be daunting and confusing. This session will review the process of breaking down a script into its production elements, how it is translated into typical Hollywood production paperwork, an overview of how to read it, and what it is for and why. Consider it movie -making literacy 101. DAY TWO - Sunday, November 27 IFN/ INDY FILM FEST DONUTS AND COFFEE (30 Min) Casual meet n-greet. Who you are, what you do, and the benefits of getting involved and participating. SESSION 5 - STARTING OFF ON THE RIGHT FOOT: UNLOCKING SUCCESS IN THE FILM & TV INDUSTRY (Est. 2 Hrs / Lecture) Are you dreaming of a career in film and television? Many entry-level positions can launch you into a variety of industry career paths. Learn essential entry-level job skills, how to perform as a professional in the workplace, and have the confidence to succeed from day one. This session will unlock what it takes to succeed in motion pictures and how to maximize each opportunity to reach your Hollywood career goals. SESSION 6 - NAVIGATING YOUR WAY THROUGH FREELANCING IN FILM AND TELEVISION (Est. 2 Hrs) Are you ready for a career in film and Television? This session highlights freelance employment's good, bad, and ugly. Discussion includes ensuring you get paid, unemployment, availability, where to look for work, how to build experience, ways to adapt non -production work experience, guidance on networking, resumes, and interviewing. How to discern a professional vs. passion project and the benefits of each. SESSION 7 - HOLLYWOOD TO HOOSIERWOOD: RECOMMENDED BEST PRACTICES FOR INDEPENDENT PRODUCTIONS (Est. 1 Hr.) The moderated guest panel features local "Indylndie" filmmakers: Zac Cooper's "It Happened One Weekend," Eric Pascarelli's "Chasing Rabbits," and James Moriarty's "The Ghost From the River." CLOSING DAY RAFFLE Participants who attend all sessions each day will be put in a drawing to win a free copy of Keys to the Production Office. 5 winners will be selected. SPEAKER BIOS JENNIFER A. HAIRE (DGA, PGA, IATSE) Jennifer A. Haire is a Line Producer and DGA Production Manager with global feature film and television experience. A graduate of Carmel High School, she earned her BFA in filmmaking at the University of North Carolina School of the Arts. Her commitment to the industry includes serving on the Board of Directors for the Producers Guild of America, IATSE Local 871, and launching international production crew training and production safety education workshops. GILANA LOBEL (DGA, PGA) Gilana M. Lobel is a New York -based Producer and DGA Production Manager. A graduate of the University of North Carolina School of the Arts, School of Filmmaking, her experience with the Production Office comes from working on major feature films and. television shows in various capacities. She is dedicated to telling diverse stories and creating a more inclusive work environment by collaborating with industry organizations to encourage upward mobility in film and television. TARGET AUDIENCE High school students interested in a career in film and television College students studying film and television production Content creator hobbyists Workforce professionals interested in a career transition Current film and television professionals Individuals that are curious about how their favorite movies and TV shows are made. Recommended for ages 15+ PROGRAM GOALS AND OBJECTIVES To educate the local filmmaking community on how traditional content production is produced. To prepare individuals interested in a professional filmmaking career with the foundation to be "job ready." To promote content production in Carmel and the state of Indiana To advise on ways in which the community can support local content creation and collaborate with filmmakers. To create jobs through local content production. To build awareness in Carmel and the Indianapolis area that content production can thrive. To establish Carmel as an educational leader in the effort to grow film and television production in the state. To grow an educated local crew base that entices film and television productions to film in Indiana. 4 ECONOMIC AND CULTURAL IMPACT In 2022, the Indiana Economic Development Corporation and Filmindy (https:// www.filmindy.com/incentives) announced a new Film and Media Tax Credit Program. Designed to entice large content creators to the state, the success of this program will lead to job creation and an influx of in -state revenue. In addition, the economies in states like Georgia, Oklahoma, Montana, and Ohio have benefited from the growth of their local film and television industries. The Carmel Film Forum aims to take the lead in training and educating residents to be qualified for employment in the industry. Through partnerships with arts and civic organizations, enthusiasm for filmmaking in Carmel and the surrounding communities is encouraged, and Carmel is recognized for its contribution to the art of filmmaking. Aspiring creative and craft professionals such as directors, producers, . screenwriters, cinematographers, and production crew will be able to learn from and network with other content creators in the community. In addition, patrons of the Carmel Clay Public Library with an affinity and curiosity for filmmaking are welcome to participate. PROJECT MANAGEMENT AND PROMOTION A team of volunteers and a small paid staff will manage the prep, wrap, and day of responsibilities required to deliver a successful workshop. Event promotion will be scheduled to maximize awareness. It will be delivered to targeted social media outlets, relevant local filmmaking organizations, the surrounding cities, and educational institutions, including high schools and colleges. In addition, event producers will personally promote the event via their social media outlets and websites. A media release will be sent to public officials, newspapers (IndyStar, Carmel Current, CarmelMonthly), radio/television stations, arts organizations (Indy Arts Council, etc.), local social media promoters, and local websites that promote cultural events in Indiana (such as flmindy.com, visithamiltoncounty.com, visitindy.com, aroundindy.com, carmel.in.gov, kankanindy.com, etc.) In addition, our partnering organizations will be asked to share the information with their email lists and social media outlets. PROJECT EVALUATION Participants will be asked to complete an evaluation of the program. Evaluations will include questions such as: How did you find out about the 2023 Carmel Film Forum? Did you learn something from the 2023 CFF? Please share What session did you enjoy the most? Least? Did you participate in one or two days of the program? What are some topics you would like to learn more about? How did you feel about the amount of content being presented? Did the program inspire you to pursue a career in film and television? Please indicate your level of experience with film and television production: Hobbyist Student Casual interest d) Professional Was there an aspect of the 2023 CFF that could be improved? Feedback from this evaluation will be reviewed and incorporated into future Carmel Film Forums. HISTORY OF THE CARMEL FILM FORUM The Carmel Film Forum premiered in August 2017 with "Hollywood Comes to Carmel." Thanks to partnerships with the Carmel Clay Public Library, Indy Film Fest, Film Indy, Indiana Filmmakers Network, SoHo Cafe & Gallery, and Roberts Camera, there was a great turnout and a lively weekend of discussion about the art and business of filmmaking in Indiana. Due to the success of the 2017 Forum, in September, we held'a Filmmaking 101" workshop at the Carmel Clay Library's Digital Media Lab, which quickly filled and drew participants from the Carmel community and surrounding areas. For the 2018 grant, we produced "Focus On Filmmaking," which featured a music video production workshop, a screenwriting class, table reads with local actors, filmmaker interviews, and screenings. The Carmel Film Forum took its participants to the next level of realizing their filmmaker's vision by deep diving into the study of budgeting and funding of their films. In 2019, we produced "Making the Big Picture: Preproduction and Crowdfunding," highlighting a table -read with local actors reading a feature screenplay. The participants received a printed curriculum and helped develop the film's logline and tagline to be used in the film's marketing materials. Rachel Murphy, a professional line producer, showed participants how to break down a film's budget, using the feature screenplay as an example. In the evening, Ms. Murphy hosted a screening of Midwest female filmmakers and conducted Q&As. Due to the COVID-19 pandemic, The "2020 Carmel Film Forum: Stop Motion Animation Celebration" was converted from an in -person, hands-on stop motion animation workshop held at the CCPL to a two -session webinar hosted on CCPL's ZOOM account. The webinar featured professional animator, Lisa Barcy, streaming from Chicago, who taught animation techniques employing drawing, paper cut-outs, and 3D objects. A program/curriculum was emailed to the participants, as well as a list of the workshop's tools, software, and supplies needed. The participants were encouraged to make an animated clip, using the techniques demonstrated in the program and upload their clips to be judged. During the screening of the clips, Lisa Barcy made comments about the positive use of animation techniques used in each film. Lisa announced the winner of the stop motion animation contest, who was awarded a license to a copy of the Dragonframe professional stop motion animation software, a $300 value. A retrospective of Lisa Barcy's animation work was watched, and a Q&A with Lisa was conducted. Participants willingly embraced using the ZOOM webinar format in lieu of a hands-on event held at the CCPL. The ZOOM webinar format allowed participants from outside Indiana to take part and learn about Carmel's support for the arts and filmmakers. Due to the continuation of the COVID-19 pandemic, The 2021 Carmel Film Forum was again converted from an in -person, hands-on Documentary Filmmaking Workshop & Festival to a three -session webinar hosted on CCPL's ZOOM account. The Film Forum was conducted on three successive Saturdays. The workshops discussed how to write a compelling personal two -minute documentary film and demonstrated the technology 2 needed for videoing and editing a documentary. The webinar was facilitated by James Moriarty, Co-owner and Producer of Moriarty Media, and Sara O'Sha, Audiovisual Services Supervisor of the Carmel Clay Public Library. James Moriarty taught the technical aspects of filmmaking, hosted the film screenings, and introduced special guests who contributed their expertise in filmmaking and film festival judging. The participants were asked to make a documentary that was 2 minutes long and present it to the workshop. The Film Forum concluded with a juried screening of the films created. The winner of the best documentary received a digital camera from Roberts Camera. In addition, all participants received tickets to the 2022 Indy Film Fest. The 2022 Carmel Film Forum returned as a free event at the newly renovated main Carmel Clay Public Library's new Community Room with the "Big Picture Pinball Show and Narrative Design Workshop for Games and Movies." The Film Forum was designed in three sessions and was presented publicly over two days to more than 260 community members, with 100 people signing up to watch a LIVE stream of the event. Session One was a storytelling workshop conducted by Nathan Bechtold, President of Indiana Filmmakers Network. Participants learned step-by-step world -building techniques and how to create immersive stories with compelling characters, locations, and situations. Session Two began with an interview with Mike Burgess, the Executive Producer of the "Skill Shot, BABY! Pinball Epiphany" short film. The producer, writer, and director of the film, local filmmaker James Moriarty, premiered the film. An actors' table read was held, performing the feature-length screenplay on which the short film was based. Session Three had a charitable theme. First, Rupert Boneham was interviewed about his television career on the reality show "Survivor" and his mission to start Rupert's Kids Arcade, which helps at -risk young people and gives them employment opportunities and mentorship. Filmmaker, Imoto Harney, premiered her new documentary about Project Pinball. This nonprofit charity places pinball machines in Children's Hospitals and Ronald McDonald Houses to introduce therapeutic benefits to kids of all ages. After the documentary's screening, Zan Aufderheide, a comedian, and charity auctioneer, who helps nonprofits across the country, interviewed Imoto Harney and the founder of Project Pinball, Daniel Spolar, about Imoto's documentary. film and Daniel's charity. HOW HOLLYWOOD WORKS: Behind the Scenes of Bringing a Motion Picture to the Screen TWO DAY WORKSHOP BUDGET DRAFT a!o 1t2a22 G Lobel,, yDITAyrpq 6_ AL_:• S SMAO 6 al p S tSAOD 5 6a0.00TOTALSsraaa Grpryl haneporm0an D 1 Now IsGoo S TOFAL'I S 1v— 504 a LoCel 2 80 o0 s ea.DO rorAL s eo.an I I 7 [ I G l 2 lranatera S .m . 1 TGTai:: s t ir F •- - ESTMTED TRAVEL cOers• FUENrnRnmrr n GW I E1 P HF PRODUCINGS AD SMATPON MvBa t allow S Iomm ed E DOO DO InaLid s C.encral PCa9r4h+ admlruNratan andrn :g:.; H Oa and w 9tae dra AN TacFNaeo P-aecrdyrtl C nym} I t l e,sww^I EdlEorra! ®mo 1al eTmda TOTAL f ToD i 1AWTECKNMEOREFORDING7e7omara R W epulpmnnWgaol etarapg s I AL ae0 ISTAFFMIG t Sall Pho ra r damoo 5w.(10 TeChrRyrpp <960.YA16MIT71 eeSfYll Camara eratr_y Evai! wWn9ems I fans $9f I D Post e ant tid [ S E TOTAL•' S SDDAe 6W FOODSSEVERAGE hl Crap SeNce +.afar 2 5 ismao IS ave P.Nll"-, y0 oD s 2mooBestsacau Y ar1lIII t w 12/5/2022 To Whom it May Concern: My name is Chris Overpeck and I have served as a board member for The Bigger Picture Film Group (DBA Indy Film Fest) since 2016. We have had the pleasure of working with James Moriarty and the Carmel Film Forum since 2017. James' work with the Carmel Film Forum has been outstanding. His mission and ours are the same — to connect with our community through the power of film. I can confidently say that James has had a very positive impact in the Carmel community and beyond) and has inspired many to pursue their passion. We at the Bigger Picture Film Group are proud to work with James and can't wait to see him execute another successful Carmel Film Forum. Sincerely, Chris Overpeck Indy Film Fest CCcrLL November 30, 2022 CAR MEL CLAY PUBLIC LIBRARY Dear Carmel Arts Grant Committee, The Carmel Clay Public Library hopes to collaborate with James Moriarty of Moriarty Media on the Carmel Film Forum in 2023. This has been a successful partnership since the first Film Forum in 2017. In 2022, we had more than 260 community members participate in the event at our newly reopened Main Library. We feel the proposed sessions for 2023, and the industry professionals presenting them, will provide a unique educational experience for filmmakers in Carmel and the greater Central Indiana area. The Film Forum supports the library's mission of inspiring lifelong discovery, facilitating collaboration, and connecting people with resources, and gives us the chance to promote the filmmaking resources in our newly expanded Digital Media Lab. This partnership has become a highlight of CCPL's programming year, and we hope to once again have the opportunity to be part of bringing creative people from the Carmel community together for this project. Sincerely, Sara O'Sha Sara O'Sha Adult Services Manager Chair, Library -wide Programming Committee sosha@carmelclaylibrary.org 317.814.3952 425 E Main St, Carmel, IN 46032 317.814.3900 carmelclaylibrary.org Jennifer A. Haire November 28th, 2022 To Whom It May Concern: As a 20+ year film and television production professional, I am writing in support of James Moriarty and the Carmel Film Forum. James is a staple in the Carmel community and is continually a "go -to" resource for companies wanting to produce professional local content. His passion for the arts is demonstrated in his work and his desire to continually give back to the community that has supported him. The Carmel Film Forum has proven highly beneficial to the community and is attended with enthusiasm by students, professionals, hobbyists, and the curious every year. The forum offers a unique "in -your -backyard" glimpse of one of the most intriguing industries, film and television production. This 2023 Carmel Arts Grant proposal is designed to present practical "how-to" knowledge on traditional Hollywood production practices that can be used by local content creators. As a Directors Guild of America and Producers Guild of America member my global Line Producing and Production Managing experience will be directly incorporated into the Forum programming, allowing for the community to learn applicable skills that will improve their content, their collaboration, build confidence, and essentially make the industry more accessible. During my time at Carmel High School, I was actively involved in the Drama and Technical Theatre program. Weekends were spent volunteering and learning behind -the -scenes in theatres at CHS and around Indianapolis, including Civic, Footlights, TOTS and the Phoenix. My passion for the arts runs deep and to my core. I am overjoyed to help provide this rare and unique opportunity to the community that started my career. Thank you for your ongoing support of the Carmel Film Forum. Sincerely, Jennifer A. Haire Line Producer/Production Manager DGA, PGA, IATSE Local 871 Co -Author "Keys to the Production Office" Jennifer A. Haire Line Producer/Production Manager DGA, PGA, IATSE Local 871 Co -Author "Keys to the Production Office" State of Indiana Office of the Secretary of State CERTIFICATE OF INCORPORATION of THE BIGGER PICTURE FILM GROUP INC. I, Todd Rokita, Secretary of State of hidiana, hereby certify that Articles of hicorporation of the above Non -Profit Domestic Corporation has been presented to me at my office, accompaiued by the fees prescribed by law and that the documentation presented conforms to law as prescribed bythe provisions of the hidiana Nonprofit Corporation Act of 1991. NOW, THEREFORE, with this document I certify that said transaction will become effective Thursday, October 14, 2010. STA w hi Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, October 14, 2010 TODD ROKITA, SECRETARY OF STATE 2010101400070i-010101400070 RECEIVED 1011412010 08:54 AM APPROVED AND FILED TODD ROKITA INDIANA SECRETARY OF STATE 10/14/2010 8:54 AM ARTICLES OF INCORPORATION Formed pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991. ARTICLE I - NAME AND PRINCIPAL OFFICE THE BIGGER PICTURE FILM GROUP INC. 719 1/2 MASSACHUSETTS AVE SUITE B, INDIANAPOLIS, IN 46204 ARTICLE II - REGISTERED OFFICE AND AGENT CRAIG MINCE 719 1/2 MASSACHUSETTS AVE SUITE B, INDIANAPOLIS, IN 46204 ARTICLE III — INCORPORATORS CRAIG MINCE 719 1/2 MASSAC H US ETTS AVE SUITE B, INDIANAPOLIS, IN 46204 Signature: CRAIG MINCE ARTICLE IV — GENERAL INFORMATION Effective Date: 10/14/2010 Type of Corporation: Mutual Benefit Corporation (all others) Does the corporation have members?: Yes The purposes/nature of business TO PRESENT FILMS THAT INFORM, ENLIGHTEN, AND EDUCATE THE COMMUNITY BY PROVIDING A VIVID REFLECTION OF THE RICH CULTURAL DIVERSITY OF INDIANAPOLIS AND THE WORLD BEYOND OUR DOORS. Distribution of assets on dissolution or final liquidation UPON DISSOLUTION OR FINAL DISTRIBUTION OF THE CORPORATION, THE ASSETS OF THE CORPORATION REMAINING AFTER PAYMENT OF OR PROVISION FOR THE LIABILITIES AND OBLIGATIONS OF THE CORPORATION SHALL BE DISTRIBUTED EXCLUSIVELY TO SUCH TAX-EXEMPT ORGANIZATION OR ORGANIZATIONS DESCRIBED IN INTERNAL REVENUE CODE SECTION 501(C)(3) AS THE BOARD OF DIRECTORS SHALL DETERMINE. Page 1 of 1 Transaction IdTR10100700175 Control Number 2010101400070 / DCN 2010101436596 Indiana DLpartmenr of Revenue Indiana Government Cxnlei North Indianapolis, Indiana 46204 Indiana Nonprofit Sates Tax Exemption Certfflcate Form NP-1 (This certificate may not be used to collect sales tax) State Form 51065 4-03) TID: 0141711248 LOC: 000 Cotrresp ®: 1100087544408 Issued: 10/21/2011 1 i 7 UNIBMpH1111110098 1GCEliBP1CTllRE FILM GROUP INCORPORATED 719 in MASSACHUSETTS AVE STEB INDIANAPOLIS, IN 46204 Organization is oualy exetapt from payment of sales tax on purchases for which the organization is'granted exemption. Detach Here) Qualifying for safes tax exemption requires the complclion and filing of an application form prescrihed by the Indiana Departmcnt of Re venue.. Tllc taxpayer ldanti riication Number MD) above must be provided to the retailer iI' purchases are to be excmpr from sales tax. In add itian. to qualify for soles tax exemption, such purchases must he used for purposes described rn Information BuIictrn #IO. The 111) must be umd on SalesTax Exemption Ce- ficaatcs (ST 105) when making qualiIJed purchases. The faLt that an organisation is gmir-d exemption From income tax by the fecdcral government. fir that it ter one time was granted such an exemption by the State of Indiana. does not noccessatily mean that a pu=bitse made by a nonprofit organization is exempt from sales tax. Regairetamo 1w Sales Tarr F xesnpt Purcftames by Nonprofit 0rganir-ations: A. Purchases by a Nonprofit Organization for its Own Use: I . In order to qualify for sales in exemption on pairchaseu, a nonprofit organization, crust satisfy the following conditionts: la) The organi cation moat be named or described in IC. fr-2.5-5--21(b). (Irganizations named or described in this Code section are tnaanired and operated exclusively for one or more of the following purposes: Civic Charitable Educational Fraternal literary Religious scientific b) Included in tlic abo•c general organizational categories are the folbwing apecificalfy named type-, Of nonprofil urganimiit,ns- Busrness Leagues churches Convents Frountities Labor Unions Lioemed Hospitals Monayterics fffachlel Schools Pension Trusts Shared Hospital Services Sororities Student Coaperat ive Housing 2. In order to qualify for sales tax exemption, purchases must be used for the same purposes for which the nonprofit orgenixawm is granted exemption. 3. Purch mes for the private benefit of any member, dfrecw or officer of the rwnprc t organization, or for any other btdividuai arc nor eligible for exemption. Purchases used for social purposes are never exempt. B. Purchases by Nonprofit Organization for Resale: Purchases of tangible personal property purchased for resale by nonprofit organizations are eligible for sales tax exemption. INTERNAL RLTENUR SERVICE P. O. BOX 2508 CINCINKATI, 09 45201 Date:A(J17 0 2011 THE BIGGER PICTURE FILM GROUP INC 719 1/2 MASSACHUSETTS AVE STE B INDI]MAPOLIS, IN 46204 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 27-4344743 DLN: 17053125301011 Contact Person: RICHARD J KEMBLE ID# 31663 Contact Telephone Number: 877) 829-5500 Accounting Period Ending: August 31 Public Charity Status: 509(a)(2) Form 990 Required: Yes Effective Date of Exemption: October 14, 2010 Contribution Deductibility: Yes Addendum Applies: No We are pleased to inform you that upon review of your application for tax exappt status we have determined that you are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code. Contributions to you are deductible under section 170 of the Code. You are also qualified to receive tax deductible bequests, deviate, transfers or gifts under section 2055, 2106 or 2522 of the CoOe. Because ,his letter could help resolve any questions ceding your aKagpt status, you should keep it in your permanent records. Organization exempt under sedticn 501(c)(3) of the code are further classified as either public cMrities or private foundations. We determined that you are a public charity under the Code section(s) listed in the heading of this Plea" see enclosed Publication 4221-PC, Compliance Guide for 501(c)(3) Public Charities, for some helpful information about your responsibilities as an exe®pt organization. Enclosure: Publication 4221-PC Sincerely, e. g ate,-• Lois G. Lerner Director, Exempt Organizations Letter 947 (DO/CG) i STATE OF INDIANA SS: COUNTY OF Marion AFFIDAVIT I, L' 14 (t i S -T u F4 c-z D I"`% f -` C I , an authorized representative of i I , 'Y P! [ to rs F r (c ,v^ 2u j P -("Grantee"), 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 $ 5'- / ' ' S e Signature Printed Name C q- rya 1' -r n ra V, P i Subscribed and sworn to before me, the undersigned Notary Public, this 25' day of 202 Z. . e - otary Public Printed Name 11, j -D-Ckfi' SEAL] - 1- leffrey J Scholl Resident of County, Indiana Notary Public - seal State of Indiana My Commission Expires: ®i " 3l-?-0 Marion County My Commission Expires 01 /31 /2029 Commission No. NP0731372 N. The Bigger Picture Film Group Statement of Activity January - December 2021 Revenue Bigger Picture Show Revenue Donation Grant Non Profit Income PayPal Sales Submission Fees Ticket Sales Total Revenue GROSS PROFIT Expenditures Bank Charges Bigger Picture Show Event Cost Commissions & fees Event Cost Industry Registration Fee Insurance Insurance - Liability Marketing Membership Onsite Starting Bank Prize Money Promotional Rent or Lease Screening Fee Shipping and delivery expense Software Expense Supplies Uncategorized Expenditure Utilities Web/Tech Total Expenditures NET OPERATING REVENUE Other Expenditures Miscellaneous Total Other Expenditures TOTAL 14,520.92 734.00 13,863.28 500.00 75.80 9,242.03 14,379.10 52,315.13 52,315.13 35.00 5,099.12 2,784.91 6,750.00 875.00 843.00 1,813.00 9,907.56 563.89 300.00 4,499.46 2,531.93 4,961.00 124.96 119.50 403.62 42.57 69.74 344.08 1,821.40 43,889.74 8,425.39 154.00 154.00 NET OTHER REVENUE $-154.00 NET REVENUE $8,271.39 Cash Basis Wednesday, December 7, 2022 08:38 PM GMT-05:00 1/1 The Bigger Picture Film Group Statement of Financial Position As of December 8, 2022 TOTAL ASSETS Current Assets Bank Accounts Cash on hand 0.0( Community Partner Ch (XXXXX 1536) 1,328.8: PayPal 0.0( PayPal Bank 14,727.3-, Total Bank Accounts 16,056.1( Other Current Assets Uncategorized Asset 85.0( Undeposited Funds 0.0( Total Other Current Assets 85.0( Total Current Assets 16,141.1( TOTAL ASSETS $16,141.1 E LIABILITIES AND EQUITY Liabilities Current Liabilities Other Current Liabilities Loan 0.0( Total Other Current Liabilities $0.0( Total Current LlablItles $0.0( Total Llablittles 0.0( Equity Opening Balance Equity 17,887.9E Retained Earnings 1,746.8( Net Revenue Total Equity 16,141.1E TOTAL LIABILITIES AND EQUITY 16,141.1 E Form 8879-EO Department of the Treasury Inrarnal RRVenne Service IRS a -tile Signature Authorization for an Exempt Organization For calendar year 2020, or fiscal year beginning 09-01-2020 and ending08-31-2021 No. Do not send to the IRS. Keep for your records. Go to wwwJrs.gov1F"arm8879E0 for the latest Information. OMB No. 1545-0047 F 1 C Name of exempt organization or person subject to tax Taxpayer Identification number BIGGER PICTURE FILM GROUP INC 27-4344743 Name and title of officer or person subject to tax CRAIG MINCE, 'TREASURER 1 Part I 1 Tvie of Return and Return Information (Whole Dollars Only) Check the box for the return for which you are using this Form 8879-EO and enter the applicable amount, if any, from the return. If you check the box on line 1a, 2a, 3a, 4a, 5a, 6a, or 7a, below, and the amount on that line for the return being filed with this form was blank, then leave line 1b, 2b, 3b, 4b, 5b, 6b, or 7b, whichever is applicable, blank (do not enter -0-). But, if you entered -0- on the return, then enter -0- on the applicable line below. Do not complete more than one line in Part I. 1a Form 990 check here b Total revenue, if any (Form 990, Part Vlll, column (A), line 12) ........... 1b 2a Form 990-EZ check here ® b Total revenue, if any (Form 990-EZ, line 9) .................. 2b 44,630 3a Form 1120-POL check here b Total tax (Form 1120-POL, line 22) ........ . .. . ........ 3b 4a Form 990-PF check here b Tax based on Investment Income (Form 990-PF, Part VI, line 5) ....... 4b 5a Form 8668 check here b Balance due (Form 8868, line 3c)........................ 5b 6a Form 990-T check here b Total tax (Form 990-T, Part 111, line 4) ...................... 6b 7a Form 4720 check here b Total tax Form 4720, Part 11, line 1 ...................... 7b Part 111 Declaration and Sionature Authorization of Officer or Person Subject to Tax Under penalties of perjury, I declare that ® I am an officer of the above organization or I am a person subject to tax with respect to name of organization) Bigger Picture Film Group Inc , (EIN) 27-4344743 and that I have examined a copy of the 2020 electronic return and accompanying schedules and statements, and, to the best of my knowledge and belief, they are true, correct, and complete. I further declare that the amount in Part I above is the amount shown on the copy of the electronic return. I consentto allow my intermediate service provider, transmitter, or electronic return originator (ERO) to send the return to the IRS and to receive from the IRS (a) an acknowledgement of receipt or reason for rejection of the transmission, (b) the reason for any delay in processing the return or refund, and (0) the date of any refund. If applicable, I authorize the U.S. Treasury and its designated Financial Agent to initiate an electronic funds withdrawal (direct debit) entry to the financial institution account indicated in the tax preparation software for payment of the federal taxes owed on this return, and the financial institution to debit the entry to this account To revoke a payment, I must contact the U.S. Treasury Financial Agent at 1-888-353-4537 no later than 2 business days prior to the payment settlement) date. I also authorize the financial institutions involved in the processing of the electronic payment of taxes to receive confidential information necessary to answer inquiries and resolve issues related to the payment I have selected a personal identification number (PIN) as my.signature for the electronic return and, if applicable, the consent to electronic funds withdrawal. PIN: check one box only x I authorize Roehling Accounting ERO firm name to enter my PIN 44743 as my signature Enter five numbers, but do not enter all zeros on the tax year 2020 electronically filed return. If I have indicated within this return that a copy of the return is being filed with a state agency(ies) regulating charities as part of the IRS Fed/State program, I also authorize the aforementioned ERO to enter my PIN on the return's disclosure consent screen. As an officer or person subject to tax with respect to the organization, I will enter my PIN as my signature on the tax year 2020 electronically filed return. If I have indicated within this return that a copy of the return is being filed with a state agency(ies) regulating charities as part of the IRS Fed/State program, I will enter my PIN on the return's disclosure consent screen. Signature of officer or person suaiact to tax U Date 07-11-2022 Part III I Certification and Authentication ERO's EFIN/PIN. Enter your six -digit electronic filing identification number (EFIN) followed by your five -digit self-selected PIN. 353699 78271 Do not enter all zeros certify that the above numeric entry is my PIN, which is my signature on the 2020 electronically filed return indicated above. I confirm that I am submitting this return in accordance with the requirements of Pub. 4163, Modernized a -File (MeF) Information for Authorized IRS a -file Providers for Business Returns. ERO's signature Date 07-11-2022 ERO Must Retain This Form - See Instructions Do Not Submit This Form to the IRS Unless Requested To Do So For Paperwork Reduction Act Notice, see Instructions. Form 8879-EO (2020) EEA r- 2022 — 2023 Bigger Picture Film Group Board of Directors Indy Film Fest is governed by a dedicated group of community leaders who not only keep the organization's long-term goals and objectives in mind, but work on a day-to-day basis to execute year- round events and an annual film festival. These members are: Rebecca Berfanger :: Board President Attorney, RJ Berfanger Law, LLC Neale Johantgen :: Board Vice President, Assistant Director Theater Manager, IMAX Dan Moore :: Executive Director Developer, Gannett Digital Nadine Treon :: Treasurer Accounting Consultant, Noble Consulting Services Chris Overpeck Project Manager, Crowe Craig Mince President, Athenaeum Foundation Jason Roemer Principal, Lodge Design Wayne Indyk Projectionist, IMAX Jacob Blaker Media Specialist, Phired Up Productions Nikki Wenck Learning Consultant, Centene Corporation G Moriarty Media 10125 Marwood Trail West Drive Carmel, IN 46280 317) 581-9126 iames@moriaENmedia.com 2022 CARMEL FILM FORUM CARMEL ARTS GRANT YEAR END REPORT Project Title: 2022 Carmel Film Forum Big Picture Pinball Show and Narrative Design Workshop for Games and Movies Grant Amount: $4,500 Project Event Dates: Saturday, November 5, and Sunday, November 6, 2022 Project Activity Location: Carmel Clay Public Library (Main Branch) 425 E. Main St. Carmel, IN 46032 Project Manager James E. Moriarty Producer/Director Moriarty Media Carmel, IN 46280 iames@ moriartvmedia.com The 2022 Carmel Film Forum returned as a free event at the newly renovated main Carmel Clay Public Library's new Community Room with the Big Picture Pinball Show and Narrative Design Workshop for Games and Movies. The Film Forum was designed in three sessions and was presented publicly over two days, with 100 people signing up to watch a LIVE stream of the event. Session One was a storytelling workshop conducted by Nathan Bechtold, President of Indiana Filmmakers Network. Participants learned step-by-step world -building techniques and how to create immersive stories with compelling characters, locations, and situations. Session Two began with an interview with Mike Burgess, the Executive Producer of the "Skill Shot, BABY! Pinball Epiphany" short film. The producer, writer, and director of the film, local filmmaker James Moriarty, premiered the film. An actors' table read was held, performing the feature- length screenplay on which the short film was based. Session Three had a charitable theme. First, Rupert Boneham was interviewed about his television career on the reality show Survivor" and his mission to start Rupert's Kids Arcade, which helps at -risk young people and gives them employment opportunities and mentorship. Filmmaker, Imoto Harney, premiered her new documentary about Project Pinball. This nonprofit charity places pinball machines in Children's Hospitals and Ronald McDonald Houses to introduce therapeutic benefits to kids of all ages. After the documentary's screening, Zan Aufderheide, a comedian, and charity auctioneer, who helps nonprofits across the country, interviewed Imoto Harney and the founder of Project Pinball, Daniel Spolar, about Imoto's documentary film and Daniel's charity. THE 2022 CARMEL FILM FORUM IS SPONSORED BY The City of Carmel Invests in the arts to serve the community by lifting spirits, enlightening minds, and driving Carmel's and Indianapolis' metro area economies forward. carmei.in.gov Moriarty Media helps individuals and organizations apply creative solutions Moriarty Media for their media needs. Your Full ServkpMWditW W moriartymedia.com CC CC FD Carmel Clay Public Library inspiresr0Llifelongdiscovery, facilitates collaboration, and connects people with resources. C A R M E L CLAY carmelclaylibrary.or PUBLIC LIBRARY Indy Film Fest creates a shared experience around film by championing movies that entertain, challenge and expand perspectives in Indianapolis and beyond. 6, indvfiimfest.org Indiana Filmmakers Network is a 501(c) educational charitable organizationIF:Nl connecting and empowering creatives 1, ,.,,... ... throughout Indiana, embracing all aspects of film, theater, media, and the arts. oIANAFILMInAKERS ORG indianafilmmakers. orc K, R All for Charity. All for Fun. Rupert's Kids Arcade & Party Room is a classic arcade with video games, pinball, & lots more. All profits go to the Rupert's Kids charity! facebook.com/ruipertskidsarcade Y AMUSEfNFs a Captain Crazy Productions is Atlanta's specialist in corporate and industrial video production. captaincrazyty.com Indy Pinball is a group of private collectors in the Midwest based out of Indianapolis, Indiana. facebook.com/groups/indypinball Wanna play more pinball? Call TILT AMUSEMENTS for all your Stern pinball needs! tiltamusements.com Since 1957, Roberts Camera has been a locally owned and operated business in Indianapolis, Indiana. Roberts Camera is ItOw 'ts the place to turn for all your imagingOcameraneeds. At Roberts, our goal is to keep photography available to everyone and help you accomplish your vision. robertscamera.com 0 IE,dAN AUCTIONS bbi Auii Escape to the Historic Melody Inn. Tucked away at 38th & Illinois Streets and in the Butler-Tarkington neighborhood, the Melody Inn is one of the oldest bars in Indianapolis est. 1935). The Melody Inn is rentable and is a filmmaker friendly location. Come in and pitch Rob or Dave your ideas. melod ind .com Zan Auctions, Making the world a better place, one Benefit Auction Gala at a time. zanauctions.com Ted Gregorek AN Consulting An A -list Audio Engineer with Worldwide Touring Experience facebook. comlteb gregorek Tappers is Indianapolis' free -play arcade & pinball destination. Grab A craft beer or cocktail and have fun! Must be 21 or older to visit. tapp e rsa rc.a d e ba r. co rri Fort Wayne Pinball, Wizards World Arcade Providing Fun For All Of Fort Wayne & The World -Wide Pinball Community fortwaynepinball.co_ m 5 RESOLUTION 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 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. 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) 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 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 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 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 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 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 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 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. 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 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 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- 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 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 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 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. 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 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 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 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 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) 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 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 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 RESOLUTION NO. BPW 01-18-23-05 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 ArtsGrantTheCarmel Arts Council.docx1/9/202312:18PM 18th January ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreeme t' ente into by and between the City of Carmel (the "City") and i'76 [ (the Grantee"), is executed pursuant to the terms and conditions set forth herein. In consideration of those mutual undertakings and covenants, the parties agree as follows: '' rr1. That on behalf of Grantee, a not -for -profit corporation, I, 1V 1rj 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 C1ty, after review and recommendation by the Mayor, agrees to grant $ 2- 13 6 . 0 0 to the Grantee for the eligible costs of the project (th 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. 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 N 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 Carmel 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 program 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 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 term 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 ibis 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: 7u- 2AAftid j4r 6y-("Grantee") By (Signature) Printed Name of Offic : Date: CITY OF CARMEL ("_Grantor") By: James Brainard, Mayor Date: 1/3/2023 ATTEST: 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 Carmel, One Civic Square, Carmel, IN 46032, Phone: 317-571-2483, skibbe(&carmeLin_gov. 4 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of orean nation: P ?arrvv l . }h S [ SQ[..Y GI L Telephone: - - 7 5 4 J Fax: Contact Person: I V K-e Email: vk-1 w G d- & ayy), i i . F .n rFYI APPLICATION AMOUNT: $ A9, DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: fitt'ac -stj Additional pages may be added to Exhibit "A") Signature: -t C7 Printed Name of Officer: Vi V ! P1i,-) Title: Date: 6-1 CARMEL ARTS COUNCIL Arts Grant Request MISSION of Carmel Arts Council. To encourage arts - visual art; music; photography - for all ages through volunteer and professional leadership; and financial support of programs and scholarships to nourish a vibrant art culture in the Carmel community. The Carmel Arts Council is a nonprofit organization. The Board recognizes the need to apply for grants to enable our existing programs to progress and the expand awareness of art in the coming year. The CAC is applying for $10,700 dollars funding in these areas: Art in the Garden: o This monthly event attracts a high volume of visitors, and its visibility continues to position our community as arts -focused, culturally active, family -oriented and is an economic draw to our city. c Supplies are needed to increase the level of experience including acrylic paint, paint brushes; sponge brushes, canvases, and disposable aprons to protect clothing while our visitors work hands-on with clay; acrylic and watercolor paints, and textiles. o $3,500 Media and technology support: o Spotlighting Carmel children's artwork through social media allows recognition of the exceptional talent of these emerging artists and encourages their future ongoing interest in the arts. c $1,200 - $1,500 Publicity: o Development of Posters to display in Carmel businesses can enhance exposure of Carmel Arts Council community exhibits and Carmel Clay School exhibits. Funds are requested to design and print full color posters. c $1,000 Facility Updates: o Carmel's "World's Smallest Gallery" needs facility upgrades to keep it viable, welcoming, and safe for artists and visitors throughout the year. This includes carpeting, fresh paint, plasterwork, and window glass replacement. This beautiful 2 room space provided by the Carmel Redevelopment Commission and is operated by CAC volunteers. o $3,000 CCS Art Teacher Support: o Carmel Clay Schools' art teachers are the primary source for children's art to display in the CAC gallery. These committed teachers do an amazing job of supporting the CAC's mission to nurture the art community. In these times of tight budgets, escalating costs, and increased stress on teachers, CAC is focused on supporting these teachers through additional resources for their art classrooms. c $1,700 11 /21 /2022 0 0 0 0 w 0 0 a 0 0 0 0 0 0 0 0 0mo000ovomo0omo00ova0600r< cdno0 0 _ cd 0 0 0 0 0 0 0 00OO_ O H O o o in 0 0 0 0 0OfNmNNr, O lO1Of007MJrnZ000IO00000000mOOOOO0OOOOONNOOOVOOOGOOOOOOaOo000Oo000000mOOOo0470000000xN000NO00000000O1 ` , Z O O O N N 0 0 0 0 0 0 0 0 0OOO67OCO0000000Om4O O O O O N O O O O O O O O O m 0 0 0 0 0 0 0 4 0 V' O O O N 0 0 0 m - 0 0 6 0 0 IO 4 0 0 CL O O O y 0 0 0 o m O o 0 o o 0 o 0 0 M O o 0 0 0 0 0 0 0 o m O v o m 10 O C 0 0 0 00 O g 0 0 0 a O O o N O O O O O O O o O m O O O N O O O O O O O O O N 0 0 0 - 0 0 0 0 0 0 0 0 0O O O O O O O Q o 0 0 0 0 m 0 0 0 O o 0 0 0 0 0 0 0 c LL7 4 O m O O O O O O O O O O O O a O o a 0 4 0o d d 0 oQOoio IA O O Ifl w 0 0 0 0 0 0 0 0 0 m 0 0 f0 I O D 0 0 0 0 0 0 0 N 0 0 m 0 0 0 0 0 0 0 0 0 0 a m o o v n o 0 0 0 0 0 0 0 0 0 0 N O O N O O O O 0 0 0 O O O 0 0 N m O LIgmri O p 0 IU 0 0 0 0 0 0 0 0 0 p 0 0 0 fD 0 0 0 0 0 0 0 0 0 N O O O O O O O p O O O O O m O ai N M LL O O O O O1 O O O O O O O O O m O O O (D O Q O O O O O O O N 0 0 0 0 0 0 0 0 0 0 4 0 c O m E j T 0 N N K C a y u N H C No H c c ? . U j . 7 U) T N L C N C 7ym5c D O a Ja w f!f N— j N N N N N O O Q Q N L Q y O. Q Q t U N N U N C U OI W W N {p N N W W W n U C a7 u H 0 O O O O O0. L " Q O O C O O. u G7 G7 GI 01 N V 61 X N N 07 N t C G N n G a C- W O. G C X G C W mN W FT- T O OUL O 10 L C L L t Q1 C C N L G CLO L a w a C7 0 c o 0 0 0 0 o m' o 0 0 m o IPT Cl. The Indiana Secretary of State filing office certifies that this copy is on file in this office. s-coy Rev. 2-W State Forth 39721 STATE OF mDuNA OFFICE OF THE SECRETARY OF STATE To Whom These Presents Coyne Greeting: • --1 CERTIFICATE OF INCORPORATION'S E CARINEL SESQUICENTENNIAL COMSSION, INC. f l I EO WIN J. SIMCOX. Secretary of State of Indiana, hereby cerfify that Articles of Incorporation of the above not - for -profit corporation, in the fvr-m prescribed by this Office, prepared and signed in duplirate by the Incorporatvr{s) and arknnmledged and verified by the same before a Notary Public, have been presented to me at this office accompanied 4 flu fees prescribed by law; 1W I have. found such Articles confvrm to hrw; that I Awve endarsed my approval upon the duplicate copies of such Articles; tnat all fees have been paid as reyuimdd by law; that one copy ofsuchArtirteshasbeenfiledinthisoffice. and that the remaining copy(ies)of such Articles bearing Fhe endorsmene ofnnjapprmralandfilinghas (have) beery returned by me to the incarporatm•(s) or his ftheir) representatiz+es; all as pre-;: ibed by the Indiana Not -For -Profit Corporation sort of I971. NOW, THEREFORE, I hereby issue to suck Corporation this Certificate ofIncorporation, andd further certify theitscorparateexistencehasbegun. f In Witness Whereof I have hereunta set my hand and affixed the seat of the State of Indiana, at the City of Indianapolis, this By 21st i=eb!yary 1986 ED WIN I SIMCOX, Secretary of State day of Deputy BUSINESS I}? BUSINESS TYPE BUSINESS NAME ENTITY CREATION DATE JURISDICTION OF FORMATION PRINCIPAL OFFICE ADDRESS YEARS EFFECTIVE DATE EFFECTIVE TIME APPROVED AND FILED CONNIE LAWSON i INDIANA SECRETARY OF STATE 12/15/2020 07:50 AM 198602-867 omestic NoripL6fitCorporation CARMEL ARTS COUNCIL, INC. 02/21/1986 Indiana PO Box 3.44, Carmel, IN, 46082 - 9471, USA 2021/2022 12/15/2020 7:50 AM REGISTERED AGENT TYPE Individual NAME vivian lawhead ADDRESS 13199 ditch road, Carmel, IN, 46032, USA The Indiana Secretary of State filing office certifies that this copy is on fife in this office. C ARTICLES OF INCORPORATION OF APPROVED AM FILED CG;TFYILffY OF ' wrrr CARMEL SESQ910ENTENNIAL COMMISSION, INC. The undersigned incorporator, desiring to farm a corporation thereinafter referred to as the "Corporation") Pursuant to the provisions of the Indiana Not-Por-Profit. Corporation Act of 1971, thereinafter referred to as the Act"), execute the following Articles of Incorporation. ARTLCLS I NAME The name of the Corporation is Carmel Sesquicentennial Commission, Inc. ARTICLE Ii PURPOSES The purposes for which the Corporation is formed are: 1. To promote civic pride in the Carmel, Indiana, community, the state and the nation, to celebrate the history of the Carmel community by providing community activities, Parades, £estirrals and other events for the benefit of the public, and such other charitable, educational and literarypurposes, all in a manner consistent with the provisions of section 501(c)(3) of the Internal Revenue Code or corresponding with any future federal tax code. The corporation is formed with the intent to qualify under the above referenced statutory provisions, and all of the f°IlOwing Powers and purposes shall be construed, interpreted and limited to be consistent with the above stated intent. 2. To support other organizations which qualify as exempt organizations tinder section 501 (c) 0) of the internal Revenue Code or corresponding section of any future federal tax code, i ne inaiana secretary or state tiling office certifies that this copy is on file in this office. Articles of Incorporation Page Two 3. To accept and receive from any branch of government or private sector, whatever nature or kind, financial aid, grants or other assistance provided or allowed by law. 4. To continue as a Not -For -Profit Corporation, under its corporate name, perpetually. S. To sue and be sued in its corporate name. 6. To have a corporate seal and to alter the same at pleasure and to use such seal generally, but the use of such seal shall .e necessary only as required by law, 7. To acquire, own, hold, use, lease, mortgage, invest, improve, pledge, sell, convey or otherwise dispose of property, real acid/or personal, tangible and/or intangible, legal or equitable, to further its purposes. 8. To borrow money, and to issue, sell or pledge its obligations and evidence of indebtedness, and to mortgage or pledge its property and franebises to secure the payment thereof. 9. To appoint such officers and agents as the business Of this Corporation may require, and to define their duties and fix their compensation. 10. By its Board of Directors to make, alter, amend or repeal by-laws for the government and regulation of its affairs. 1T. To cease doing business and to dissolve and surrender its corporate franchise. 12. To do all acts and things necessary, convenient or expedient to carry out the purpose for which it is formed, so long as said acts are within the scope of the corporation's not -for -profit and community purposes. 13. To indemnify any director or officer or former director or officer of the corporation against expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit or proceedings, civil or criminal, in which he or she is made a party by reason of being or having been such director or officer, except in The Indiana Secretary of State filing office certifies that this copy is on file in this office. C Articles of Incorporation Page Three relation to matters as to which he or she shall be adjudged In such action, suit or proceeding to be liable for negligence ar misconduct in the performance of duty; Provided, however, that such indemnification shall not be deemed exclusive of any other rights to which arose indemnified may be entitled under any provision of theArticlesofIncorporation, By -Laws, resolution, or other authorization heretofore or hereafter adopted, after notice, by a 'majority vote of all the voting members. 14. To have and exercise all of the general powers and rights of NOt -For-Profit corporations provided under the laws of the State of Indiana as they now exist or as amended; and further in the event of dissolution or any other distributionOfthecorporation, any such distribution of assets shall be made only to organizations which qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code as amended, or any corresponding provision of any futurefederalorstatetaxationlegislation_ 15. Sowever, it is not the purpose of this corporation and nothing in these articles shall be interpreted as giving or Conferring upOn this corporation the power to carry on anybusinessorengageinanyactivityforprofit. Further, no part of the net earnings of the corporation shall inure to the benefit of any private member or individual. ARTTCLR TTT PERIOD OF EXISTENCE The period during which the Corporation shall continue is perpetual. ARq,Trr.F TNT RESIDENT ACRNT AND PRINCIPAL OFFICE Section 1. Resident A ent The name and address of the Corporation's Resident Agent for service of process is: Fran Shoup, 13019 Andover Drive, Carmel, IN 46032. Section 2. Princ' I Office The post office address of the principal office of the Corporation is: 13019 Andover Drive, Carmel, IN 46032. The Indiana Secretary of State filing office certifies that this copy is on file in this office. Articles of Incorporation Page Four ARTICLE V 44 MBERSHIP Section 1. (A minimum of three (S) persons have signed the membership list). Classes: A. Sustaining members; B. Patrons; C. Honorary members. Section 2. Rights, Preferences, Limitations and Restrictions of Classes; Sustaining memberships shall be issued only to natural persons Whe agree to provide continuing personal time and service in furtherance of the corporate purpose pursuant to the requirements established in the corporate bylaws or by resolution of the Board of Directors. only a sustaining member may serve as a director or officer of the Corporation, and further shall have the right to vote at. membership meetings. Patron memberships shall be issued to those persons and entities who remit annual membership dues, goods or services to the Corporation as established by the bylaws or by resolution of the Board of Directors. The Corporation, through its directors, may establish such sub -classes of patron memberships as are appropriate to recognize support offered by patrons. Patron members shall have the same rights as other members except the right to serve, as an officer or director of the corporation and except the right to vote at membership meetings. Honorary memberships shall be issued only to natural persons who meet the criteria established by the bylaws or by resolution of the Board of Directors. Honorary members shall have the same rights as other members except the right to serve as an officer or director of the corporation and except the right to vote at membership meetings. All Sustaining Members, Patrons and Honorary Members shall be required to comply with the membership requirements as established by the bylaws or firm time to time by resolutions of the Board of Directors to exercise and enjoy the membership rights so conferred. The Indiana Secretary of State filing office certifies that this copy is on file in this office. Articles of Incorporation Page Five section 3. VOtinq Rights of Classes: Each Sustaining klember shall be entitled to vote at all meetings of members so long as they are current in membershiprequirementsestablishedbythecorporation's by-laws orBoardofDirectorresolution. Patron and Honorary Members: Patrons and HonoraryMembersshallhavenovotingrights. Se iOr! 4. Certificates: The Corporation shall confer upon every member a certificate signed by the President acid Secretary, statingthatheorsheisamemberofthecorporation. Membership certificates are not transferable or assignable. ARTICLEyII DIRE-, TOR(S) S ectio-re 1 . Number of D irectors . The initial Board of Directors is composed of twelve (92j members. If the exact naceber of Directors is not stated, the minimum number shall befive (5), and the maximum number shall be fifteen (')5 ); Provided, however, that the exact number of directors shall bePrescribedfromtimetotimeintheby-laws of the corporation; AND PROVID4D FURTHER THAT UNDER NO CIRCUMSTANCES SHALLTHElINTMUMNUMBERBELESSTHANTHREE (3). Section 2 Names and Post Office Addresses of the DirectorsThenamesandpostofficeaddressesoftheinitialBoaroDirectorsoftheCorporationare: Fran Shoup Phil Hinshaw 13019 Andover Drive 320 W. Main Street Carmel, TN 46032 Carmel, IN 46032 Jean Palmer 346: 8 Briar Place Carme1, IB 46032 Marilyn Campbell 3011 Lucann Carmel, IN 46032 Douglas Marsh 4711 Lambeth Walk Carmel, IN 46032 Dorothy Smith 1525 R. 106th Street Carmel, IN 46032 i ne inaiana secretary of State filing office certifies that this copy is on file in this office. Articles of Incorporation Charlotte memanama 221 N. Rangeline Road Carmel, IN 4b032 Pat De l le to 423 South Street Westfield, IN 46074 Dr. Robert Hartmarx 10475 School Parkway Carmel, IN 46032 Page Six Norma Meighen 11015 Lakeview Drive Carmel, IN 46032 Cathy Briley 951 Oswego Drive Carmel, IN 46032 H. Sue :Smith 379-2 Coventry Way Carmel, IN 46032 ARTICLE VII INCORPORATOR The name and Post office address of the incorporator ofthecorporationis: Christine Crull Altman, CAMPBELL KYLE PROFFFTT, 650 R. CarmelDrive, Suite 4,0 0, Carmel, IN 46032. ARTICLE VIII S 1'FiTLl9EN'P QF PR47PERTY ( i f an ? A statement of the property, and an estimate of the. value thereof, to be taken over by the corporation at or Liponitsincorporationareasfollows: One Thousand One Hundred Dollars ($1,100.00) on deposit. ARTICLE -IX Provisions for Regulation of Business and Conduct of Affairs of Corporation Other provisions, consistent with the laws of thisstate, for the regulation and conduct of the affairs of thecorporation, and creating, defining, Limiting or regulatingthePowersofthecorporation, the directors or the members of any class or classes of members are as follows: A. III addition to the powers and authorities hereinabove or by statute expressly conferred, the Board of Directors is hereby authorised to exercise all such powers, and do all such acts and things as may be exercised or done by a corporation organized and existing under the provisionsoftheIndianaNot -Four --Profit Corporation Act of 1971, asamended, I ne Indiana Secretary of State filing office certifies that this copy is on file in this office. r - Articles of Incorporation Page Seven S. The corporation reserves the right to amend, alter, change or repeal any provisions contained in these ArticeOfIncorporationinthemannernoworhereafterprescrableas bytheprovisionsOftheIndianaNot -For -Profit Corporation ActoranyotherpertinentenactmentoftheGeneralAssemblyoftheStateofIndiana, and all rights and powers conferredherebyonmembers, directors and/Or officers are subject tothisreservepower. the C. Election of directors need not be by ballot unless directby- laws Provide. emajorityryof torsshallelectdirectostofillvacareiczesiinsuch hoard. D. Limitations uponpowrers_ Provisions of Notwithstanding anyothertheseArticles, the corporation shallconductitsaffairsforthepurposesOtherthanthepeeunia3rygainofitsmembersandshallnotengageinanyactivitiesfoztheProfitofitsmembers -No profits of the corporation or earnings of the corporationshallinuretothebenefitofitsmembers. t, Dissolution. Inthe event of the dissolution of the Corporation, y anfundsoronlytoacorporation Property shall be transferred poration organized for purposes substantially the same as thepurposesofthiscorporationwhichqualifrasexemptorganizationsunder Section501(c)(3) of the Internal Revenue Code of 1954asamended (or the Corresponding provision of any futureUnitedStatesInternalRevenueLaw). After the money andpropertyofthecorporationhasbeensubstantiallydiseasedofinsuchmanner, the corporation Shall then take thenecessarystepstodissolveanddissolutionhasbeenaccomplished, any s¢oney or property after the which has not been transferred by the corporation shall escheat to the StateofIndiana. The undersigned does hereby adopt these Articles of Incorporation, representing beforehand tothe Secretary of State Of the StateofIndianaandallpersonswhomitmayconcernthatamembershiplistorlistsoftheabovenamedcorporationforwhichaCertificateofIncorporationisherebyappliedfor, haveheretoforebeenopenedinaccordancewiththelawandthat: at least three (3 ) persons have signed such membership list. INWITNESS €fagR-90F, I the undersigned do hereby execute these Articles of Incorporationandverify, subject to penalties Of perjury, thatthefactscontainer) herein are true, this day of ',Z r 7}$5. G , z T•u CL he Indiana Secretary of State filing office certifies that this copy is on file in this office. Articles of Incorporation Page Eight STATE OP INDIANA ' ) SS: COUNTY OF HAMILTON ) Before me, a Notary Public in and for said County and St te, personally appeared the above incorporator, C?ris4 ri e_ Al/ /4rnan , and acknowledged the execution of the foregoing Articles of Incorporation. Witness nay hand and Notarial Seal this _ o_Nday. of — M., 1986. . f Notary Public printed signature) Resident f/7Z/j&l0/f/ County My Commission Expires: This instrtmaent prepared by C. Crull Altman, Attorney at Law, 650 E. Carmel Drive, Suite 400, Carmel, IN 4.6032. fhe Indiana Secretary of State filing office certifies that this copy is on file in this office. L, CAWBa.L Km PROFffFT ATTORNEYS AT LAW FRANK L. CAuse Lr did KYU D. D .l o+AIi.T 199 SDUth 9tk Sfreet E GIi1PRRIf_ P.Q. BM JE mY hidims 46060JA5Diu RUGM AErr_ rxa_E_T Y&N'HUTWN 317) 773-2M TA4 AH 650 East Camel Drive Suite 400 31E~ J. ERABiEY cnoi[ Gumd, iadiama 46032 ETaULDA- SETTEts February 20, 1986 (317) 946-6514 cl p&= ragly, m CMWi af ecr Indiana Secretary of State Corporations Division 201 State House Indianapolis, IN 46204 Fear Sir or Madam: Enclosed please find two signed originals of the Articles of Incorporation for the Carmel. Sesquicentennial Commission, Inc: Please note that we are filing this new corporation as a not -for - profit corporation with the intention to register the same as a tax exempt corporation under federal and state taxation laws. Also enclosed please find our firm's check in the amount of $26.00 to cover filing fees. If YOu would be so kind as to return the Certificate of Incorporation and the extra set of Articles in the enclosed self- addressed, stamped envelope, the same would be appreciated. Should you have any questions, please feel free to call the undersigned. Very truly yours, CAMPBELL KYLE PROFFITT By C. Crull Altman CCA/ ns Enc. cc Fran Shoup The Indiana Secretary of State filing office certifies that this copy is on file in this office. r. aF•ICATE OF R*-' STATV3R,i`') U :ek'? ti[$}c: r..t.`<:iti:`: rr.'>:ti•1_ •',i Y;#].Y:: i.0 tR iXl'! A{?!•l.?Ldti-tom }og {rl1l"r e;::.•'.'::it i i e; Cut r1%• r._•i? CC'sy Al,l fL"Qt"fcuiG! iti]ttl C']E 41.1 ZI.3lialt.;y azi Etm,,rL:t'f . fVwr 'fAMMEM, Ir .MzxM, ii. eXSr'`TT,, SCCLet-&X S:xYC' r3 i:C sdl?e,stleretarcertir'( that- Upoll ckTe e.-amiiwtjun i fxl .,ssch sp1 tr ff r: Fteixasta t ;x C 4c .a , am havirq received all a-mual ratAirt:s: ,trC a.q *ergtn red !IV taw, I uo further cF rLr ty that sai c3 cam -r.a =lsr ru reiMtated and ice! -t curnaratirat: ally uzgacta ed ar*xi exiicih' ng shy Virtue utFJleAx:fs of rl d:zaie Of "C-OiaM. t £a.rtirwr uertffy that: of efiECti:e (Iate --tr IL:, 02jr;-i dcate of Z?E]:iu=_c ilJ'tr'i?i L t C:i![:Ytc.iti1993. = . S! !i'l].1-rxwS U-, _;. .'-f_ rj' to.t4° 0i r:lri. 1 r r.t.siiJ .)..r .)':1. •=rG L! r. :iY-_. the Indiana Secretary of State filing office certifies that this copy is on file in this office. 21 APPLICATION Folk REINSTATEIl &T St9ta Foam 410 M517-MI 111 ARMmW hY -IqM Bared of Aaowa &, IM rrr[ana Coda al-4 M)f pMti! CogMraticnj W Lsawa Coda ;4.7.1.T$7 IN5nWC7 0Af& APpncaffon must be sccornPenred by 1. RFJNSrA TEA Emr FILING FEE A. $30.00 Far prnflt PR o. 6. $26.OU rrni<forpnsfft AN-#> Z Annual rsooas for all years Of dsllnquency i 3 r%a S. Annua[ reperi flllnq fear, A. $I&OL7 per yner far profit B• Sf0.r70peryearnar lor-preElr - f: n Q 4- Rgfn6MOMent C1eaM4W MOM 1Rdlsn pfsase vend to: SECRETARY OF STA TErer+u&. Room 153, State Nouso lndlanap014, Ind(aaa 4M4 6 SMTI N 1 CQRPOWE INFORUATION C*- Sesquicen,tewlal Cemssion Inc. are ofrr rarpa ve Lie of Apfateaepe lrxloa 2/21 /86 ge) AFFIDAVIT OF CORPORA OFRFICER OR DIRECTOR The undersigned, being at least one of the principal officers or a dfrsctor of the above -named corwa- tion deposes and says. A. Tiratthe grounds for dissolution did not exist or have been eliminated, and;:, t B. That the Carporatla 's name satisfies the requirements of Indiana Code 23-1-23-1, . or indlana Cade IN WITNESS WHEREOF, the undersigned being the Yresideu.t of Bald' corponstlon executes this application and vsrifies. sublect to penaftles of perIury, that the e Wefnerrts contained herein are. true, this Aday of December ig 92 Prinled Nsms Fran I he Indiana Secretary of State filing office certifies that this copy is on file in this office. STATE OF INDIANA DEPARTMENT OF REVENUE AW1" NOTICE OF CLEARANCE FOR RMNSUTIINUM REV 1$ 92) NAME OF CORPORATION ID# 35-1673574 1 / Carmel Sesquicentennial Commission, Inc. NFP# 736320-06 ADDRESS AFFIDAVIT FORM AD-190 13019 Andover Drive RRNC Carmel, In. 46033 lxeceived: 10123/92 DATE ISSUED: 02/04/93 ErpIRATION DATE OF THIS FORM 04/04193 To: 7oseph H. Haggett Secretary of State *IiOT FOR PROFIT ORGANISATE0N caanon Division Slate of Indiana NAME OF CORPORATION: Carmel Ses ui'centeauial Camissiou, Inc. has filed in the office of the carmaxssxoner of, Indiana Department of Revenue an affidavit disclosing the corporation has applied for ' a carti#i,cgte a! and requested a Satice of C3ears ee r this Department statIng the above corporation has paid all taxes due the Indiana Department of Revenue. An examination of Drapaxtraent records for this corporation has determined all taxes, interest, and pemairies for existing Indiana tax amounts fonmd due under the taxing acts up to and inclusive of February 04 1993 agly have bean paid or fully satisfied. EXeeatlon of this docent does not preclude the Department from future examination and adjustment of this corporation' s Indiana tax accounts for this aame period. Therefore, c xt 'al Commission Ina, havilu met the requiremants of the Secretary of State, as set out under IC 23-1-46-3, is entitled to this release under this Title provided the corporation completes its R*J1m =,ntgR & within sixty 60) days after the date of the issuance of this NotiCa of Clearance. In the event the corporation fails to meet all the requirements of the Secretary of Stag for its einstatemaat and fails to secure its eertLfiaa.ta of s atemant rrith%n the sixty (50) day period, this notice of Clearance shall be null and void. INSTRUCTIONS: TO SECRETARY OF STATE: THIS NOTICE IS TO BE RETURNED TO THE INDIANA DEP PM4ENT OF REVENUE IF RWHSTATEHENT IS NOT COMPLS TED ON OR BEFORE THE EXPIRATION DATE OF Ot/04/93 . This notice is the signed original. You are to include this Dotice along with other Soots constituting Your Application fort RR3r6tatemett. ao ll06 #iI this certificate separately to the Secretary Of state unless you acre so directed_ STATE OF INDIANA OFFICE OF THE SECRETARY OF STATE ARTICLES OF AniumSNT To Whom These Presents Come, Greeting: WHEREAS#• there has been presented to me at this office, Articles of Amendment for: CARKEL SESQOICEmNiRiAL COmSsTON INC and said Articles of Amendment have been prepared and signed in accordance with the provisions of the laws of Indiana, as amended. The name of the corporation is amended as follows: CARMEL ARTS COUNCIL, INC. NOW, TSMFCRE, I, JOSEPH H. HOGSETT, Secretary of State of Indiana, hereby certify that I have this day filed said articles in this office. The effective date of these Articles of Amendment is May 12, 1993. T1M..MT Q..M STA a is In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana,' at the City of Indianapolis, this Twelfth day of May , 1953 JQ PS E. HOGSETT, Secreta of State By Deputy 11 EXHIBIT C STATE OF M> AN_A_ OFFICE OF nff SECRETARY OF STATE CERTIFICATE OF EXISTENCE To Whom These Presetrts Come, Gr=tings: I, COnuie Lawsoq S=Mtaty of State of Indian} do hereby certify dW I amp, by virtue of the laws ofthe State of Indiana, the custodian ofthe corporate records, and groper official to execute this certifacate. Ifin heir certify d at.records ofthis office disclose that CARMIEL ARTS COUNCII,, INC. duly filed themqVjS1Wd0cmWnJts to commence bt>sfiiess act iAties Tmdea the laws of State of Indiana on February 21, 1996, Midwasinex" W exi to transact busim ss is the Slate of ludiana on Febmary 16, 20.14. further cerfify th _ c Corporation has filed its most recent report required by Indiana law with the Secretary of State, or is not yet required to file such report, and that no notice of withdrawal, dissolution or expiration has veri filed or taken place. In Witaess Whereof I have hereunto set my hand and a ffred the seal of the State of Indiana, at the city of Indianapolis, this Sixteenth Day of February, 2014_ Connie Lawson, Secretary of State 198602- 867 / 2014021693449 C INDIANA SECRETARY OF STATE BUSINESS SERVICES DIVISION CORPORATIONS CERTIFIED COPIES INDIANA SECRETARY OF STATE BUSINESS SERVICES DIVISION 302 West Washin&n Street Room E018 Indianapolis, IN 452o4 http://www.ss-.in.gov February 16, 2014 Company Requested: CARMEL ARTS COUNCIL, INC. Control Number. 1986E-867 Date Transaction # Pagesr 02121/1986 Articles of Incorporation 10 02124il993 Articles of Reinstatement 3 State of Indiana Office of the Secretary of State I hereby certify #W this is a fire and complete copy of this 13 page document Filed in this office - Dated: February 16, 2014 Certification Number: 2014021693450 Connie Lawson Secretary of Stme Internal Revenue Service Date: March 10, 2003 Carmel Arts Council, Inc. S8 W Main Street Carmel, IN 46032-1764 Dear Sir or Madam: FXfflBIT D Department of the Treasury P. 0. Box 2508 Cincinnati, OH 45201 Person to Contact: Kathy Masters 1D# 31-04015 Customer Service Representative Toll Free Telephone Number: 8:00 d.M to 620 p.fn. EST 877-829-5500 Fax Number 513 263-3756 Federal.Identiftcabon Number: 35-1673574 This is in response to your request of January 16, 2003 regarding your organizations tax exempt status. Our records. indicate that a determination letterissued in September 1987 granted your organization exemption from federal income tax under section 501(c)(3) of the internal Revenue Code. That letter is sWI in effect. Based on information subsequently submitted, we classified your organization as one that is not a private foundation within the meaning of section 509(a) of the Code because it is an organization described in sections 509(a)(1) and 170(b)(1)(A)(vi). This classification was based on the assumption that your organization's operations would continue as stated iin the application. If your organizaiion's sources of support, or its character, method of operations, or purposes have changed, please let us know so we can consider the effect of the change on the exempt status and foundation status of your organization. Your organization is required to file Form 990, Return of Organization Exempt from Income Tax, only if its gross receipts each year are normally more than $25,000. If a return is required, it must be filed by the 15th day of the fifth month after the end of the organization's annual accounting period. The law imposes a penalty of $20 a clay, lap to a maximum of $10,000, when a return is filed late, unless there its reasonable cause for the delay. All exempt organizations (unless specifically excluded) are liable for taxes under the Federal Insurance Contributions Act (social security taxes) on remuneration of $100 or more paid to each employee during a calendar year. Your organization is not liable for the tax imposed under the Federal Unemployment Tax Act FUTA). Organizations that are not private foundations are not subject to the excise taxes under Chapter 42 of the Code. However, these organizations are not automatically exempt from other federal excise taxes. Donors may deduct contributions to your organization as provided in section 170 of the Code. Bequests, legacies, devises, transfers, or gifts to your organization or for its 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. 2- Carmel Arts Council, Inc. 35-1673574 Your organization is not required to file federal income tax returns unless it is subject to the tax an unrelated business income under section 511 of the Code. If your organization is subject to this tax, it must file an income tax return on the Form 990-T, Exempt Organization Business Income Tax Return. In this letter, we are not determining whether any of your organization's present or proposed activities are unrelated trade or business as defined in section 513 of the Code. The lave requires you to make your organization's annual return available for public inspection without chargeforthreeyearsaftertheduedateofthereturn. You are also required to make available for public inspectionacopyofyourorganization's exemption appileation, any supporting documents and the exemption letter to any individual who requests such documents in person or in writing. You can charge only a reasonable fee for reproduction and actual postage costs for the copied materials. The law does not require you to providecopiesofpublicinspectiondocumentsthatarewidelyavailable, such as by posting them on the internet World Wide Web). You may be liable for a penalty of $20 a day for each day you do not make these documents available for public inspection (up to a maximum of $10,000 in the case of an annual return). Because this letter could help resolve any questions about your organization's exempt status and foundation status, you should keep it with the organization's permanent records. If you have any questions, please call us at the telephone number shown in the heading of this letter. This letter affirms your organization's exempt status. Sincerely, 4 Z4LV--" John E. Ricketts, Director, TE/GE Customer Account Services STATE OF LNDIANA } I j- ) SS: COUNTY OF ?Yl 1 1 l AFFIDAVIT of an authorized representative being first duly swom upon my oath, state that pursuant to paragraph 2 of the City of Carmel Arts Grant Program Agreement, ail 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 $ Pr wane (F Subscribed and sworn to before me, the undersigned Notary Public, this day of 202 . Signature - Notary Public Printed Name (- SEAL] Resident of County, Indiana My Commission Expires: 11 YP SHARON M. KIBBE SEAL Resident of Hamilton Co. My Commission Expires July 12, 2026 4:25 PM Carmel Arts Council 11/14/22 Balance Sheet Standard Accrual Basis As of November 14, 2022 Nov 14, '22 ASSETS Current Assets Checking/Savings CAC Primary Account 24,923.91 Total Checking/Savings 24,923.91 Total Current Assets 24,923.91 TOTAL ASSETS 24, 923.91 LIABILITIES & EQUITY Equity Opening Balance Equity 37,970.97 Retained Earnings-9,712.72 Net Income-3,334.34 Total Equity 24,923.91 TOTAL LIABILITIES & EQU... 24,923.91 Page 1 E 3:50 PM Carmel Arts Council 11/09/22 Profit and Loss Standard Accrual Basis January 1 through November 9, 2022 Jan 1 - Nov 9, '22 Ordinary Income/Expense Income Donations 1,064.00 Grants 2,670.00 Other Types of Income Membership Dues 1,200.00 Miscellaneous Revenue 11.40 Total Other Types of Income 1,211.40 Total Income 4,945.40 Expense Business Expenses 110.35 Contract Services Accounting Fees 250.00 Total Contract Services 250.00 Donation/Scholarships 6,265.00 Operations Postage, Mailing Service 156.00 Total Operations 156.00 Other Types of Expenses Dues 200.00 Insurance - Liability, D and 0 787.00 Other Costs 300.00 Other Types of Expenses - 0... 211.39 Total Other Types of Expenses 1,498.39 Total Expense 8,279.74 Net Ordinary Income 3,334.34 Net Income 3, 334.34 Page 1 Form 990-N Electronic Notice (e-Postcard) for Tax -Exempt Organization Not Required to File Form 990 or 990-EZ For Electronic Filing Only DO NOT MAIL — e-POSTCARD WILL BE SENT FOR YOU Small tax-exempt organization with gross receipts of $50,000 or less is required to use this form per enactment of the Pension Protection Act of 2006 (PPA) For calendar year 2021, or tax year Part I — Identifying Information Name of Organization ....... Carmel Arts Councii, Inc. Address .............. PO Box 344 Room/Suits ........... . City................. Carmel State . ............... IN ZIP Code ............. 46082 Employer Identification Number .. 3 5 -1 A 7 1 S 7a Part II — Required Information A XQ Check this box to verify that organization's annual receipts are normally $50,000 or less Note: Not eligible to file Form 990-N if gross receipts are more than $50,000 B Other Names Organization is Doing Business As C Website: . _ . D Principal Officer of the Organization . ...... Vivian LawheadPersonXXBusiness .... Address.. . . ... . . PO Box 344 city .. .. ' . . Carmel State . IN ZIP Code.. 46082ForeignCountry .. . . E Q Check this box if organization is going out of business Form 990-N, also known as the e-Postcard, must be filed electronically with the Internal Revenue Service. There will be no paper form accepted by the Internal Revenue Service. TE OOI.SCR 06M18 E Exhibit F Carmel Arts Council Officers and Board of Directors 2022 President Mary Jane Roth Secretary Robin Spyker Treasurer Vivian Lawhead 41; Jim Burrell Joyce Burrell Margaret Davidson Kate Fleming Barb Hammer Kim Moe Exhibit G YEAR END REPORT (for the year 2022) Carmel Arts Council The Carmel Arts Council gratefully accepted the City Arts Grant in January 2022. Because of the grant, we were able to extend our new program, Art in the Garden, by one month earlier and one month later in the season, drawing in several community members to watch local artists at work in our garden. We were able to purchase a limited amount of supplies for the children's table in order for them to work side by side with the artists. We were able to use another portion of the grant for promotional materials and advertising, letting the community know about our summer programming, then enjoying substantial crowds at both our World's Smallest Children's Gallery and our Art in the Garden programs monthly. We were ready to purchase a new 31) display case for our gallery with the remaining grant funds, but discovered our gallery signage had become weather -worn and dangerously close to falling on a pedestrian, so we purchased a new sign for the gallery. Hopefully THIS year's grant will allow for our new case in which to display our local students' 31) artwork. We look forward to another year of continued programming, gallery exhibitions of local students, and educational support provided by our Arts Council. We feel we are an integral, as well as unique, part of the art community in Carmel. The City grant afforded us the luxury of maintaining our mission of supporting local artists and art students, granting our annual scholarships, and keeping our organization's mission in the public eye. RESOLUTION NO. BPW 01-18-23-06 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 ArtsGrantCarmel Clay Historical Society.docx1/9/202312:17PM 18th January OF CqR 1AjD! ANN ` AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and Carmel Clay Historical Society (the Grantee"), is executed pursuant to the terms 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, Deborah Gangstad , 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 $- 3_, 0 2 0.0 0 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. 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 finds 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 2 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 Carmel 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 program 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. 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 term 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: Carmel Clay Historical Society C Printed Name of Officer: Date: 11/30/2022 ATTEST: Date: 1/3/2023 Gangstad Grantee") Title: Executive Director CITY OF CARMEL ("Grantor") Un James Brainard, Mayor 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 Carmel, One Civic Square, Carmel, IN 46032, Phone: 317-571-2483, ::r:: is ! i 1 ;, . 4 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds V— ' iIT VIL-9 Name of organization: Carmel Clay Historical Society Address: P.O. Box 4777 Carmel, IN 46082 Telephone: 317-846-7117 Fax: NA Contact Person: _ Deborah Gangstad Email: dgangstad@carmelclaybistory.org APPLICATION AMOUNT: $ 4,000.00 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: Please see attached document labeled "DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS." Additional pages may be added to Exhibit "A") Signature: Aku 0 L, / Printed Name of Officer: Deborah angstad Title: Executive Director Date: 11/30/2022 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS 4:1 V Carmel Clay Historical Society City of Carmel Arts Grant Application The Carmel Clay Historical Society is preparing to open the doors of a completely new and state of the art historical museum in 2024. This facility has a large open lobby area open for the general public to explore. We want to inspire these guests with the history of Carmel through a large art display within the space. The requested funds would be used to commission a graphic artist to produce eight images of significant events throughout Carmel's history. These images would be displayed on the large bulkhead of the entry of the new museum, as well as within exhibit displays and in marketing material as part of our branding strategy. We envision these images to be designed in the style of vintage travel posters with simple, elegant lines and bold colors. The events depicted might include: settlement of Carmel by the Lenape in about 1810, the founding of Bethlehem in 1837, the establishment of Carmel High School in 1869, the opening of the Morton Railroad in 1883, the opening of the interurban railway in 1903, the Great Fire and Flood of 1913, Carmel's suburban growth in the postwar era, and the transformation of Carmel into a modern, dynamic city represented by a roundabout. We believe that by displaying Carmel's history in an engaging and appealing way, it will encourage more visitors to enter the museum and learn about the history that shaped the community where they live, work, and play. This gives our facility the opportunity to reach and appeal to community members who have not previously visited our space or participated in our programming. 00 Carmel Clay Historical Society 2023-24 Budget 2023 2022 Anticipated Actual Planned REVENUE Donations/Memorials 35,000.00 31,000.00 Grants 15,000.00 22,448.00 City Contract 28,000.00 30,290.00 Events 11,000.00 13,000.00 Sponsorships 6,000.00 4,250.00 Interest 3,000.00 1, 800.00 Memberships 5,000.00 4,000.00 Tours/Programs 3,500.00 3,000.00 Brick Project 5,000.00 4,000.00 Misc and Refunds 300.00 1,067.24 Merchandise 1,500.00 2,045.00 PayPal and Square fees 500.00 500.00 TOTAL 113,800.00 116,400.24 Building and Grounds 2,000.00 3,830.00 EXPENSES Contract Services - IT 5,000.00 4,308.00 Programming/Collections Care 5,000.00 9,031.00 Dues, Fees, Memberships 6,000.00 5,710.00 Event and Exhibits Expenses 4,000.00 6,844.00 Membership - Marketing 3,600.00 3,595.00 Basic Office Operations 5,000.00 6,523.00 Salary/Insurance/Taxes 65,000.00 62,129.00 Misc 2, 000.00 0.00 Utilities 1,400.00 1,765.00 Retail Sales 100.00 0.00 Bricks 4,000.00 2,456.00 Donations 0.00 Sales Tax 1,500.00 1,224.00 TOTAL 104,600.00 107,415.00 C STATE OF INDIANA . OFFICE OF THE SECRETARY OF STATE g To Whom These Presents Come, Greeting: CERTIFICATE OF ,INCORPORATION . CARMEL-CLAY HISTORICAL, SOCIETY INC 1, LARRY A. CONRAD, Secretary of State of the -State of Indiana, hereby certify, that Articles of incorporation of the above not for profir corporation, in the form prescribed by this office, prepared andsignedinduplicatebytheIncorporatirr(s) and acknowledged and verified by tlge same before a NofaryPublic, have been presented tome at this office accompanied by the fees prescribed by law, that I have foundsuchArticlesconformtolaw; that I have endorsed my approval upon the duplicate copies of such Articles; that all fees have been paid as required by law; that one copy o,f(suchArti le jeen f led in this Office: and that the remaining copyT(ies) of such Articles bearing the endorsement o my approval and filing has ( have) been returned by me to the incorporator(s) or his (their) representatives; all as prescribed by the Indiana Not -Far -Profit Corporation Act of 1971. NOW, THEREFORE, I hereby issue to such Corporation_ this Certificate of Incorporation, and furl er certify that its corporate existanee has begun: s E A In Witness Whereof, I have hereunto set my hared and affixed the seal of -the State of Indiana, at the City of Indianapolis, this - 2 8 th day of 91L— e RRY CONRAD- Sep4 tary of S . e By— _ Deputy r Internal Revenue Service District Director Date: JUL 2 Z 1986 Carmel -Clay Historical Society, Inc. 201 Belden Drive Carmel, IN 46032 Dear Sir or Madam: Department of the Treasury Employer Identification Number. Caae um18r. $ 310001531 Person to Contact: Cindy Perry Contact Telephone (dumber. 513-684-3578 Caveat Applies: No Based on the information you recently submitted, we have classified your organization as one that is not a private foundations within the meaning of section 509(a) of the Internal Revenue Code because you are an organization described in section 509(a)(1) and 170 (b) (1) (A) (vi) . Your exempt status under section 50I(c)(3) of the Code is still in effect. This classification is based on the assumption that your operations will continue as you have stated. If your sources of support, or your Du.rposes, character, or method of operation change, please let us know so wre can consider the effect of. the change on your exempt status and foundation status: This supersedes our letter dated May 1, 1979. If the above heading indicates that a caveat applies, the caveat below is an integral part of the letter. Because this letter could help resolve any questions about your foundation status, you should keep it in your permanent records. If you have any questions, please contact the person whose name and telephone number are shown above. Sincerely yours, District Director cc: Mr. Ralph H. Zimmerman 6525 E. 82nd Street, #102 Indianapolis, IN 46250 P.®. ®ou 250& CineinnO. OH 452V t o!!ar in71t/i4nt t2av A -an, Q1 n Soz:tcrna! ReFepue Serciee 015262 CINCINNATI CH 45999-0038 CARMEL-CLAY HISTORIAL SOCIETY INC: 211 1ST ST SW CARM EL IN 46032 Employer ID numbers 31-0908428 Form 990 required: Yes Dear Taxpayer in reply refer to: 0248188044 Aug. 31, 2021 LTR 4168C 0 31-0908428 000000 00 00100b4 BODC: TE We're responding to your request dated Aug. 20, 2021, about your tax-exempt status. We issued you a determination letter in July 1986, recognizing you as tax-exempt under Internal. Revenue Code CIRC) Section 501(c) 3). We also show you're not a private foundation as defined under IRC Section 509(a) because you're described in IRC Sections 509ia)(1) and 170(b)(1)(A)(vi). Donors can deduct contributions they make to you as provided in IRC Section 170. You're also qualified to receive tax deductible bequests, legacies, devises, transfers, or gifts under IRC Sections 2055, 2106, and 2522. in the heading of this letter, we indicated whether you must file an annual information return. If you're required to file a return, you must File one of the following by the 15th day of the 5th month after the end of your annual accounting period: Form 990, Return of Organization Exempt From Income Tox Form 990E2, Short Form Return of organization Exempt From income Tax Form 990-N; Electronic Notice (e-Postcard) for Tax -Exempt Organizations Not Required to File Form 990 or Form 990-EZ Form 990-PF, Return of Private Foundation or Section 4947(a)(1) Trust Treated as Private Foundation According to IRC Section 6033(i), if you don't file a required annual information return or notice for 3 consecutive years, we'll revoke your tax-exempt status on the due date of the 3rd required return or notice. You can get IRS forms or publications you need from our website at www.irs.goviforms-pubs or by Calling 800—TAIL—FORM (800-829-3676). if you have questions, call 877-829-5500 between 8 a.m. and 5 p.lii., STATE OF INDIANA COUNTY OF Hamilton SS: AFFMAWT I, Deborah Gangstad , an authorized representative of Carmel Clay Historical Society Grantee"), 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 $ 8 8 2 , 3 0 8 .0 0 SipA L*1 , t , /L.. .. -t -, -1 atixre Deborah Ga gstad Printed Name Carmel CW Historical Society Subscribed and sworn to before me, the undersigned Notary Public, this 3 0 th day of November , 202 2 . S alz_n 1, U'JL- Signature - Notary Public Printed Name Sharon M. Kibbe SEAL] Resident of Hamilton County, Indiana c aYP SHARON M. KIBBE My Commission Expires: -july 12 2026 A: SEAL *" Resident of Hamilton Co. My Commission Expires tia + July 12, 2026 Carmel Clay Historical Society Balance Sheet 11/30/2022 Cash $58,979.15 Land and Buildings $1,020.00 Historical cost Other assets $941.00 Contents of the Depot Building Fund $985,792.24 Pledge Receivable for Building Fund $175,000.00 Grant from Clowes Foundation $225,000.00 Total Assets $1,446,732.39 Total Liabilities $5,000.00 Consultant under Contract Net Assets or fund balances $1,441,732.39 President Vice President Treasurer Secretary Board Member Board Member Board Member Board Member Board Member Board Member Board Member Board Member Board Member Executive Director Membership and Operations Manager Historian and Collection Manager City Archivist Carmel Clay lstorical Society Board of Directors 2023-2024 Brad Sexauer Lily Pai Deb Teets Cleaver Lisa McLaughlin Nick Davis Jennifer Hershberger Julie Kingston Larry Lawhead Dan McFeely Meg Osborne Christine Owens Virginia Steckley Fred Swift Debbie Gangstad Meg Fuertges Andy Wright Brendan White Carmel Clay Historical Society P.O. Box 4777 Carmel, IN 46o82 317-846-7117 info@carmelclayhistory.org for Carmel Clay Historical Society's 2022 Carmel Arts Grant November 30, 2022 Mayor James Brainard One Civic Square Carmel, IN 46032 Dear Mayor Brainard, Carmel Clay Historical Society appreciated the 2022 Carmel Arts Grant of $3775 for a realistic 2'x3' diorama depicting Lenape farmstead life circa 1810-1832. Our need for this piece was to visually educate our museum visitors. CCHS contacted an artist through the Indiana Artisans Gallery to create the diorama. When his estimate exceeded our grant allotment, we chose Joe Moriarity in January 2022 to complete this artwork. Joe was very willing to do this work and CCHS was happy to have him do it. Andy Wright, the Carmel Clay Historical Society historian, provided specific historical guidance for the diorama. When Joe was contacted in the summer about his progress, he expressed some concern about the quality of his work since this was a new artistic task for him. He also did not want to be paid until he was certain he could provide a museum quality piece. In October, Joe was concerned that he would need more time than he realized to finish this work. We encouraged him to take more time to complete the diorama. His most recent update explained that this was more involved than he realized, but he did have some ideas to finish. Attached are Joe's completed parts of the diorama, along with some ideas about executing the project. We very much would like to have the diorama completed to use in the new museum. Carmel Clay Historical Society appreciates of the City of Carmel's Art Grant initiative. Sincerely, r dltiAMIN 1 Debbie Gangstad Executive Director Carmel Clay Historical Society Carmel Clay Historical Society P.O. Box 4777 Carmel, IN 46o82 317-846-7117 info@carmelclayhistory.org G Timeline: January 10, 2022 CCHS verbally contracted Joe Moriarity to create realistic 3-D diorama. Our CCHS historian provided historical support. August 16, 2022 Joe replied to our email that the project would be complete by 10/1. September 28, 2022 Talked to Joe and paid him $1888 for 50% of grant. October 2022 Joe emailed asking for an extension to complete the project. November 29, 2022 Joe emailed with images of his progress and some suggestions to complete the project with architectural wood cuttings to depict the Lenape life. The $1888 check has not been cashed. November 30, 2022 Our CCHS team agreed for Joe Moriarity to create this diorama with a slightly different artistic slant. We believe that he has the desire and ability to execute this project and would be the best choice to do so. RESOLUTION NO. BPW 01-18-23-07 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 ArtsGrantCarmel Community Players, Inc.docx1/9/202312:16PM 18th January ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and Carmel Community Players, Inc (the Grantee"), is executed pursuant to the terms 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, Larry Montag 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 $ 10,680.00 _ 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. 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 2 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 Carmel 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 program 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 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 term 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: Carmel Community Players, Inc ("Grantee") By: (Signature) Printed Name of cer: Larry Mo tag Title: Date: II 1-7 J 2a22 Date:1/3/20 2 3 Treasurer CITY OF CARMEL ("Grantor") James Brainard, Mayor 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 Carmel, One Civic Square, Carmel, IN 46032, Phone: 317-571-2483, skibbec, rmcl_in.b"W. 4 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: Carmel Community Players, Inc Address: 1950 E Greyhound Pass Suite 18-302 Carmel IN 46033 Telephone: 317-815-9387 Fax: Contact Person: Larry Montag Email:-Treasurer@cannelplayers.org APPLICATION AMOUNT: $ , o , ® 0 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: We plan to use this grant money to continue our mission of bringing quality live theater to the Carmel area at reasonable prices. This grant will specifically be used to help defray the costs for rent, royalities, set construction, costumes, and printing associated with the six plays/musicals we plan to present during 2023. These shows include the musical "Godspell' presented as a young adult's production and plays "Musical Comedy Murders of 1940", True West", "Murder on the Orient Express" and two others to be determined for the Fall time frame. Additional pages may be added to Exhibit "A") Signature: Printed Name of Officek. Montag Title: Treasurer Date: I1 1 1-7 1 2oiz. Exhibit B 2023 Calendar Year Budget Organizational Expenses Playhouse Rental 15,350 Equipment Repair 300 Phone/Internet 1400 Website Hosting 1,040 Marketing -Current Ads 4,400 Marketing - Misc 3,600 Insurance 2,700 Office Supplies 1,000 Tax & License Fees 100 Other Misc 2,000 Total Organizational Expenses 31,890 Non Musicals Plays Rights 4,000 Scripts 600 Expenses 4,000 Printing 2,000 Musicals Rights $ 3,500 Expenses $ 2,500 Printing $ 1,000 Total Season $ 17,600 Total Expenses $ 49,490 Income Season Tickets 2,000 Non Musicals Plays 10,000 Musicals 4,200 Donations 3,500 Memberships 3,000 Interest 300 Carmel City grant 15,000 Indiana Arts grant 4,000 Total Income 42,000 Net Profit 7,490) Exhibit C Incorporation Letter STATE OF INDIANA OFFICE OF THE SECRETARY OF STATE CERTIFICATE OF INCORPORATION C0 CARMEL COMMUNITY PLAYERS, INC. I, JOSEPH H. HOGSETT, Secretary of State of Indiana, hereby certify that Articles of Incorporation of the above corporation, have been presented to me at my office accompanied by the fees prescribed by law; that I have found such Articles conform to law; all as prescribed by the provisior:s of the Indiana Nonprofit Corporation Act of 1991, as amended. i10W, THEREFORE, I hereby issue to such Corporation this Certificate of Incorporation, and further certify that its corporate existence will begin august lc, 1993. STari p Z In lolitness Whereof, I have, hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this Sixteenth day of August. , 1993 EFH H. _. _,(:-SETT, Secretary of ._ _ate T 1)eputy Exhibit D Internal Revenue Service Non -Profit Letter INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR P. 0. BOX 2508 CINCINNATI, OH 45201 Employer Identification Number: Date: Nov 1ogo DLN: 35-1898503 17053206724028 CARMEL COMMUNITY PLAYERS INC Contact Person: PO BOX 455 D. A. DOWNING CARMEL, IN 46032-0455 Contact Telephone Number: 877) 829-5500 Our Letter Dated: April 1994 Addendum Applies: No Dear Applicant: This modifies our letter of the above date in which we stated that you would be treated as an organization that is not a private foundation until the expiration of your advance ruling period. Your exempt status under section 501.(a) of the Internal Revenue Code as an organization described in section 501(c)(3) is sti1.1 in effect. Based on the information you submitted, we have determined that you are not a private foundation within the meaning of section 509(a) of the Code because you are an organization of the type described in section 509(a)(1) and 170(b)(1)(A)(vi). Grantors and contributors may rely on this determination unless the Internal Revenue Service publishes notice to the contrary. However, if you lose your section 509(a)(1) status, a grantor or contributor may not rely on this determination if he or she was in part responsible for, or was aware of, the act or failure to act, or the substantial or material change on the part of the organization that resulted in your loss of such status, or if he or she acquired knowledge that the Internal Revenue Service had given notice that you would no longer be classified as a section 509(a)(1) organization. If we have indicated in the heading of this letter that an addendum applies, the addendum enclosed is an integral part of this letter. Because this letter could help resolve any questions about your private foundation status, please keep it in your permanent records. If you have any questions, please contact the person whose name and telephone nut—bn -er are- shown above-- - ----- ---- Sincerely yours, a 71St Yict i ector Letter 1050 (DO/CG) STATE OF INDIANA ) SS: COUNTY OF n ) I, Larry Montag of Carmel Community Players. Inc AFFIDAVIT an authorized representative Grantee"), 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 $ 74,377.00 Z7 L f 2?, Signature Printed Name R f- E ,M -,J-rA Subscribed and sworn to before me, the undersigned Notary Public, this 11174 day of aE2= 2027 . Signature - No Public Printed Name SEAL] Resident of J IAAAILMd County, Indiana Y u c My Commission Expires: (3cTc r: My Cwm*sion apkes — SEAL Ofter O Commission umN ber NP0744179 Hamfiion COnty 9 Exhibit E IRS Form 990 EZ Short Form OMB No. 1545-0047 Form Return of Organization Exempt From Income Tax 2021 Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) Do not enter social security numbers on this form, as it may be made public. Open t• - ' • Department of the Treasury Inspection Internal Revenue Service Go to www.irsgov/Form990EZ for instructions and the latest information. A For the 2021 calendar year, or tax year beginning 09/01 , 2021, and ending 08131 , 20 22 B Check if applicable: C Name of organization 6 D Employer identification number Address change CARMEL COMMUNITY PLAYERS, INC 351898503 Name change Number and street (or P.O. box if mail is not delivered to street address) Roomisuite E Telephone number Initial return 1950 E GREYHOUND PASS SUITE 18-302 317-815-9387 Final return/terminated City or town, state or province, country, and ZIP or foreign postal code F Group ExemptionAmendedreturnPP Appilcation pending I CARMEL IN 46033 Number G Accounting Method: 0 Cash Accrual Other (specify) H Check 0 if the organization is not Website: WWW.CARMELPLAYERS.ORG required to attach Schedule B J Tax-exempt status (check only one) — 501 c)(3) 501(c) ( ) -4 (insert no.) 4947(a)(1) or 527 (Form 990). K Form of organization: Corporation Trust Association Other L Add lines 5b, 6c, and 7b to line 9 to determine gross receipts. If gross receipts are $200,000 or more, or if total assets Part 11, column (B)) are $500,000 or more, file Form 990 instead of Form 990-EZ . . . . . . . . . . . . $ Revenue, Expenses, and Changes in Net Assets or Fund Balances (see the instructions for Part 1) Check if the organization used Schedule O to respond to any question in this Part I . . . . . . . . . 1 Contributions, gifts, grants, and similar amounts received . . . . . . . . . . . . . 1 39500 2 Program service revenue including government fees and contracts . . . . . . . . . 2 33294 3 Membership dues and assessments . . . . . . . . . . . . . . . . . . . . 3 4 Investment income . . . . . . . . . . . . . . . . . 4 1583 5a Gross amount from sale of assets other than inventory . . . . 5a b Less: cost or other basis and sales expenses . . . . . . . . 5b c Gain or (loss) from sale of assets other than inventory (subtract line 5b from line 5a) . . . . 5c 6 Gaming and fundraising events: a Gross income from gaming (attach Schedule G if greater than 15,000) . . . . . . . . . . . . . . . . . . . . L6a1 b Gross income from fundraising events (not including $ of contributions from fundraising events reported on line 1) (attach Schedule G if theIX1 sum of such gross income and contributions exceeds $15,000) . 6b c Less: direct expenses from gaming and fundraising events . . . 6c d Net income or (loss) from gaming and fundraising events (add lines 6a and 6b and subtract line 6c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6d 7a Gross sales of inventory, less returns and allowances . . . 7a b Less: cost of goods sold . . . . . . . . . . . . . 7b c Gross profit or (loss) from sales of inventory (subtract line 7b from line 7a) . . . . . . . 7c 8 Other revenue (describe in Schedule O) . . . . . . . . . . . . . . . . . . . 8 9 Total revenue. Add lines 1, 2, 3, 4, 5c, 6d, 7c, and 8 . 9 74377 10 Grants and similar amounts paid (list in Schedule O) . . . . . . . . . . . . . . 10 11 Benefits paid to or for members . . . . . . . . . . . . . . . . . . . . . 11 12 Salaries, other compensation, and employee benefits® . . . . . . . . . . . . . 12 1313Professionalfeesandotherpaymentstoindependentcontractors ® . . . . . . . EL 14 Occupancy, rent, utilities, and maintenance . . . . . . . . . . . . . . . . . 14 42832 15 Printing, publications, postage, and shipping . . . . . . . . . . . . . . . . . 15 3292 16 Other expenses (describe in Schedule O) ® . . . . . . . . . . . . . . . . . 16 2447 17 Total expenses. Add lines 10 through 16 . 10.17 48571 y 18 Excess or (deficit) for the year (subtract line 17 from line 9) . . . . . . . . . . . . 18 25806 u19 Net assets or fund balances at beginning of year (from line 27, column (A)) (must agree with a end -of -year figure reported on prior year's return) . . . . . . . . . . . . . . . 19 109572 20z20Otherchangesinnetassetsorfundbalances (explain in Schedule O) . . . . . . . . . 21 Net assets or fund balances at end of year. Combine lines 18 through 20 . 1 21 I 135378 For Paperwork Reduction Act Notice, see the separate instructions. Cat. No. 106421 Form 990-EZ (2021) 10:05AM Carmel Community Players 09/02/22 Balance Sheet Cash Basis As of August 31, 2022 Aug 31, 22 ASSETS Current Assets Checking/Savings Checking(2) at National Bank o 33,870.52 18400 • GM Financial Note 101,307.07 Total Checking/Savings 135,177.59 Total Current Assets 135,177.59 Other Assets 18100 • Box Office Cash 200.00 Total Other Assets 200.00 TOTAL ASSETS 135,377.59 LIABILITIES & EQUITY Equity 30000 • Opening Balance Equity 9,329.14 32000 • Unrestricted Net Assets 100,242.62 Net Income 25,805.83 Total Equity 135,377.59 TOTAL LIABILITIES & EQUITY 135,377.59 Page 1 10:17 AM Carmel Community Players 09/02/22 Profit & Loss Cash Basis September 2021 through August 2022 Sep'21 -Aug 22 Ordinary Income/Expense Income 43400 - Direct Public Support 43410 - Sponsorship Income 500.00 43450 - Individual Donations 12,040.00 Total 43400 - Direct Public Support 12,540.00 44800 - Indirect Public Support 44810 • City of Carmel Grants 13,350.00 44850 - Hamilton County Grant 10,500.00 44860 - Indiana Arts Grants 1,310.00 Total 44800 - Indirect Public Support 25,160.00 45000 - Investments 45030 - Interest -Savings, Short-term CD 1,582.59 Total 45000 - Investments 1,582.59 47200 - Program Income 47230 - Membership Income 1,800.00 47240 - Ticket Sales 28,642.00 47250 - Season Passes 2,675.00 47260 • Playhouse Passes 1,140.00 47270 - Gift Cards 288.00 47280 - Concession Sales 549.05 Total 47200 - Program Income 35,094.05 Total Income 74,376.64 Gross Profit 74,376.64 Expense 60900 - Business Expenses - Performance 60910 - Royalties & Rights 10,796.85 60920 - Sets & Props 2,537.06 60930 - Sound & Lights 320.37 60940 - Costumes 1,106.71 60950 - Hospitalty & Strike 393.16 60955 - Transportation 1,550.29 60960 - Concession - Costs 414.77 60970 - Printing - Programs & Posters 2,463.85 60980 - Marketing & Advertising 4,592.00 60990 - Vendini Fees 3,657.82 Total 60900 • Business Expenses - Performance 27,832.88 62800 • Facilities and Equipment 62810 - Rent - Theater 16,473.00 62840 - Maint & Repair - Equipment 22.45 62850 - Maint & Repair - Theater 100.00 62860 • Maint & Repair - Warehouse 211.46 Total 62800 • Facilities and Equipment 16,806.91 65000 • Operations 65010 - Dues & Subscriptions 50.00 65020 - Postage, Mailing Service 100.04 66040 - Office Supplies 728.00 65050 - Telephone, Telecommunications 807.48 65070 - Tax & License Fees 22.00 Total 65000. Operations 1,707.52 Page 1 10:17AM Carmel Community Players 09/02/22 Profit & Loss Cash Basis September 2021 through August 2022 Sep '21 -Aug 22 65100 • Other Types of Expenses 65120 • Insurance - Liability, D and O 1,568.00 65160 - Other Costs 655.50 Total 65100. Other Types of Expenses 2,223.50 Total Expense 48,570.81 Net Ordinary Income 25,805.83 Net Income 25,805.83 Page 2 Carmel Community Players Board of Directors Exhibit F Lori Raffel — President Rich Phipps —Vice President Tanya Haas —Secretary Larry Montag —Treasurer Charlie Hanover — Executive Producer Tim Paramore David Muse Sam Brown Jeremy Reid Bill Miller Duane Leatherman Jill O'Malia Margot Everitt 2022 City of Carmel Grant Spending Exhibit G — Impact of $13,000 Grant With the grant money provided by the City of Carmel during 2022, the Carmel Community Players were able to bring high quality shows to the Carmel area at very affordable prices. Our ticket prices are only $16 for adults and $14 for seniors and students for dramas (an increase of $2) and 20 for adults and $18 for seniors and students for musicals (held the same for the last 3 years). We also offer season ticket and playhouse pass options that bring the average cost even lower. For these prices we have produced some very high quality performances as recognized by the Indianapolis Encore Association. The Encore Association is made up of 11 community theaters in the greater Indianapolis area including Shelbyville, Noblesville, Lebanon, Hendricks County, Westfield, Carmel, and several theaters in Indianapolis. The association has judges that go to all the productions and nominate theaters for best comedy, best drama, best musical, best set design, etc. At the last awards ceremony held in November at the IMA, the Carmel Community Theater won several awards for our productions. We are proud of our ability to provide high quality live theater to our community and strive to continue to do so in the future. We are also proud of the City of Carmel for providing support to the arts community. We acknowledge your support during our curtain speeches, display the City of Carmel logo in our programs and posters that are posted throughout the community. I hope that the relationship between the Carmel Community Players and the City of Carmel will continue into the future and feel strongly that the community receives a great value for the grant money. C A R M E L COMMUNITY P L A Y E R S The Honorable James Brainard Mayor of City of Carmel One Civic Square Carmel, IN 46032 Dear Mayor Brainard, 1950 E Greyhe umd Pass Box 18-302 Carmel, IN 46033 317.815 938s % December 27, 2022 On behalf of the Board of Directors of the Carmel Community Players, please accept this correspondence as our year-end report, detailing below how we spent the $13,350 we received from the 2022 City of Carmel Arts Grant. This coming year will mark the 301h anniversary for CCP, as we were founded on August 16, 1993. Over this period, CCP has performed over 150 plays, musicals and cabarets, with more than 1000 members of the community collectively spending more than 150,000 hours volunteering for CCP. We are planning to commemorate this milestone with a major funding -raising event in August. 2022 was another successful year for CCP, marked by several theatre awards and critical acclaim. As Carmel's oldest all - volunteer community theatre, our success can be credited in no small part to the impact of the grant dollars received from the City of Carmel. We remain more grateful than ever to be part of a community which provides such staunch support for the Arts. 2022 City of Carmel Grant Spending Exhibit G — Grant Amount of $13,350 Curious Incident of the Dog in the Nighttime $3,450 Medley of Murders $1,650 The Fantasticks $2,210 Shipwrecked! An Entertainment $2,675 Tick, Tick ... Boom! $2,400 Uh Oh It's Christmas! $3,550 Total Spending (Rent payments only) $15,835 Sincerely fxxz Rich Phipps Treasurer and Business Director Carmel Community Players CC: Adam Aasen, Laura Campbell, Sue Finkam, Tony Green, Tim Hannon, Bruce Kimball, Miles Nelson, Kevin Rider, Jeff Worrell Our mission is to provide quality live dramatic and musical presentations that expand and develop creative, cultural, and educational opportunities for the entire community. RESOLUTION NO. BPW 01-18-23-08 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 ArtsGrantCarmel Klavier, Inc.docx1/9/202312:15PM 18th January OF 7Ing !.Il=a- RFD I ANC ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement') entered into by and between the City of del (the "City") and (1, a,, yL-xA KL a yi v, ZKe. (the Grantee"), is executed pursuant to the terms and conditions set forth herein. In consideration of those MUUW uncle—n Un ;s and ccwve a ts, the parties agree as follows: 1. That on behalf of Grantee, a not -for -profit corporation, I, _H 0, fh) i c, , an mthMUBd MPWMtatjve of Grantee, .have died 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, agnees to gnmt $ 18,512.00 to the Grantee f(w the eligible costs of the project (the "Project") or services as described in Exhibits "A" and `S" of this Ag t- The fear shall be us. exeluss -e' in c ore, tt with the provisions contained in this Agreement. Generally, the Grant award may not exceed one third 1®3) of Cmmtee's combined con -in +x}Aed :-nvorr+, aevemue of sales, 3:':^ ticket revenue from the previous year. The City of Carmel may, however, make exceptions for s tap nmf =T' tatr.ons that have been is existence for the (3) yew or leas, 3. Design and Implementation of Project. The Grantee agrees to use any and all grant furl in witb the pr+nposal r,d widi in t=,Tc, ,— and any do-lu t cntc. !sMc"m fired to tWs Ac { e r?r"m which a11e ex,r? ;rrg raq . by 4. ,Warranty of non-profit status. Grantee hereby represents and warrants that it is a not • for --y n-FI! entity wO $ l *= the bden=l ice declaring thatit is evampi from Federal income tax. 5. Payment of Grant Funds by the City. The payment of this Grant by the City to the Grantee stall be made in accordance with the following conditions: A. This Agreement must be fully executed and signed by both Grantee and Grantor. CwanW 1w a4,wW afl the foilowing WorMation, which It rerrw#s and wwmats 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 fund* A); and Z A budget for the calendar or fiscal year for zAidt the lxr .jS requested EXHIBIT B); and 3. C fiQd copies of incorporation as n not -for -profit corporation opder state law EXHIBIT C); and 4, ,A not -for -profit applacauon or deWmLmition letter from the VS. Intel Reve_-MIC Service identifying that it is a not -for -profit corporation that is exempt from Feder inco ae tax (EXHMIT P); and 5. Any audits, reviews or compilations available describing the financial condition of the Granter unaudited Balance Shmt and Income Scent, most rent available IRS Form 990, and the attached Affidavit (EXHIBIT E); and 6. A list of the Grantee's board of d officers. listed (EXHIBIT F); and 7. A Year End Report from the previous year if Grantee received an Arts Grant from die M of Carmel in the preMous calend-ar year, punt to paragn-aph 8 herb EXHIBIT G). C. Any other grant conditions that City re€}ifiress to be mqt by Qrantee, sped finally: 6. Grantses right to requist audit aW a-eview, Grantee shall submit to an audit or review by an independent Certified Public Accountant of fiords at the City's request, and ill make all books, accounfing records and otber documents available at all reasonable times during the term of this Grant Agreement and for a period of three 3) yem Oler f nai payment of funds under this Agreement, for the pie of an audit by the City of Carmel, the State of Indiana, or their designees. Said review or audit, ifreed, 11 be peaforar d lhy , rtified Public A a. o nt `CP: V) who 2 is neither an employee of Grantee nor a member of the Grantee's Board of Directors, to be provided to the City of Cwnel by larch 31 of the i3 s'Ing year. 7. Quarterly financial statements. Grantee agrees to provide the City of Cannel quarterly fin-ancial st?ftemews wig 45 days after emb qua ter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. Year-end revkr. Grantee agrees to provide the City of Carmel a years report Year End Report") for each year, describing how the grant was used and the impact of the dollar received. 9. Funding Credit. Grantee agrees to credit the City of Carmel in the printed materials associated with a funded +ro--ram or project. The City of Carmel will supply, upon request, Grantee with the graphics/logos necessary for compliance. 10. SftfutorY APiorW of Grotee. The Grantee expressly represents said waraaarts 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 determina+ion of its ineligibility be made by any Court of competent jurisdiction. 11. Use of Gmnt Funds by Grantor The funds rec;eivei by the Grantee purswnt to this Agreement shall be used only to implement the Project or provide the services in cony rm c with the Budget and for no other purpose. If it is dewnnijwd by the City that misappropriation of funds have occurred, the Grantee must return all funds remved by Grantor and w4wuhWs who =ause Grant frmds my also be ect to civil and/or criminal liability under Indiana. and Federal law. 12. Employment Egr idity V&r c' t nR The Grantee affirms under the pe"ties of perjury that he/she/it does not knowingly employ an unauthorized. alien. The deaW s under the ties of perjuryy fleet hek eit lass eolll read is participating in the E-Verify program as defined in IC 22-5-1.7. The Grantee agrees to provide documentation to the City that helshelit has curetted and is particip26ng in the E- Verify program. Tlw City may 4vm n-=e for default of the O atee feels to pum a baba of this provision no later than thirty (30) days after being notified by the State. 13. Governing Law; Lawsuits: This Agreement is to be cons" in - 1. rd. ce wiirl' and governed by the laws of the State of Indiana, except for its conflict of laws rnvisinns. TU parties agate td , in the evaat a lawsuit nor filed l emder, they waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in ITanvltnn County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 3 14. Relationship of Parties. The relationship of the parties hereto shall be as provided for in this agreement, and tr-ither Grrttee rsor any of its - - m —i- t. J officers, employees, contractors, subcontractors and/or agents are employees of City. The Grant ?amount set forth herein shall be the fA 1 r aimu c P-L; and monies required of City to be paid to Grantee under or pursuant to his Agreement. 15. Sevenbiliity. If any term of this Agreew-ent is invalid or unem—,ForceabJe sunder any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed ref+aoned or deleted, but only to the extent necc:z,n n- to comply with same, and the remaining provision of this Agreement shall remain in full force and effect. 16. Entice Agreement. This Agreement, together with any exhibie; attached hereto or referenced herein, constitutes the entire agreement between Grantee and City with respect to the subject matter - and des all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject to pamgmph 15 hereof; to the extent any term or condition contained in any exhibit attached to this Agreement or in any document reforenced herein conficIs with any term or edition cooWned in this Agreenient, the term or condition contained in this Agreement shall govern and prevail. This Agreement may only be Eno-dified by written fml mcrd-irent executed by both parties hereto, or their successors in interest. IN R ESS WHEROF, the parties hereto have made and executed this Agreement as follows: Car-vtA KI a YAK , 1 ("Grantee") By-. ,a Signatu-re) Printed Name of Officer: Hai L ac 0 64vi; c Title: Date: Nd J. 2 6, 2,0 z z ATTEST: Date: 1/3/2023 Ex.- .e. i rho / CUY OF CA RMFI- ('Grantee) LN Jamey WWrwd, Mayor Bate: 1/3/2023 ff 9W hum aety FixY ox?Mmrg !!c'Cky ems_ :.:• 'e2023 Agt Q=9 RWam, Ww wdftk As, c v1ac: shoo KW city ofCWmek one civic sTme, cffine , IN 460-3Phmwe 317 571 2240, =kihhe a cannehn av . 4 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: Carmel Klavier, Inc Fax: Contact Person: Haruka Ostojic APPIACElTiON AMOUNT: S 29,000.00 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: We will be using the grant money towards judges' accommodation and operational costs. To run an mwxnatawal pro common of this size and caliber, we need to invite world renowned judges. We make sure that they are well taken care of and by using Hotel Carmichael for the first time this past summer, their overall experience has greatly improved- We have budgeted $12,000 for their international travel and accommodation for next year. We will also be applying the remaining funds for the Center of Performing Arts facility fees as well as various fees such as paying for the program booklet designer, print ng , trophies, etc. AddmmW pages may bemddzdtDF*Hbe"A") Signature• z° ,,,, Printed Name of Officer : Hama Ostojic Tide: Exemtive Diructor Date: NovIS, 2022.. Carmel Klavier Budget for 2023 CA &LLIN i/ Kta-"G'. e.asC'r+iwa 2023 Proposal Revenue Registratiop.Income 46,000.00 Teaching Revenue 3,500.00 Donations and Sponsorships 30,000.00 Ticket Sales 2,000.00 Spirit Wear Sales 500.00 Media Sales 2,000.00 Investment Revenue 1,000.00 Music Product Sales 300.00 Advertisement 200.00 Other Income 100.00 Totals 85,600.00 EXPENSES PROGRAM SUPPORT: Facilities Expense 21,000.00) Award/Prize Expense 17,000.00) Trophy/Award Certificate 2,300100) T-Shirt and Strawbags 500.00) Program(Ribbon/Print/Envelop) 900.00) Judges' Compensation 01000.00) Accompanist Fee 1,500,00) Legal and Professional Fees 15,000.00) Virtual App 800700) Piano Rental/MovinglTuning Fundraiser and Events Advertising & Marketing 500,00) Transaction Fees 1,000.00) Percent of Book Sales Expense Ticket Sale Charge 400100) Teaching Fees 2,000.00) Video and Photographer fees 500,00) Scholarship HOSPITALITY: Judges' Travel and Lounge Meals and Entertainment Judges' Weloom Wkage ADMINISTRATIVE: Insurance Mailing/shipping expnse Totals $ (71,400.00) 9,000.00) ROOM) Totals $ (12,000.00) 150.00) 300.00) Gen.Admin. Expense $ (300.00) Website Design and Mantainance $ - Printing Expense $ (000.00) Mir Expenses $ (1w0.00) Totals (1,550.00) Total Expenses 194,995M.T Net Revenue S 650.00 c Of i'1111•- Si'i FFj vF; ! F:fI- a :.{ .fi_+: .y - ".i` .y' .R 1! :1 ]. 1 l:f '.S_.SL $!.i a Ili' a a Ii1' i:! ! R 1 i '1'1 :y- .l .! • t - 1,1:1 1 i- r 1 ,l - t1S-r.l . 1' f . [ f!. i ! 1f' F•- .R f '1 `::!'i]' i:Y, i ' -i'1' ' M7; i IL"f'1 1' i i :lli! [!r: li / a ti !! +1lF.li !'! 63 :- i'.-1<' VAU R'R.il t [ J'. rl . ! 1 tt : Illr t FROM 1 :7l.i'1 _• a IV1.11 Theme fakwing said ftmwatkm wdl be: NOW, UMREMRE, with this dommsefft I @erffy ffig said t-,ms=tam wM b=me effmw= T, NoTeabw 24, 2015. In %n2ss Wb f, I Dave cmaW to be affi=d my sig re and the seal of the Sh.ft of I at the City of fiWimmapofis, November 24, 2015 CQN3IE I.AWSON, SECRETARY OF STATE State of Indiana Offire of the Secretary of State lei v "1 • fgdI XIP Of PIANOFORTE, INC. L CONNE LAWSON SwrdaY of State of Indiana, h=by amtffly that Articles of Amend of ft above Non -Prof t Domestic Cho have been pmoted to me at my office, accompanied by the f m pm=IW by lsv mod that the doemm udon pmmted cow to Law as pmsmbW by the prooisios of &e ju&m Noupmfct Cogoration. Act of 1"I. The nmme following said transaction will be: CARMEEL DEBUT, INC. NOW, IIIfFOR4 wish this docmm I cffoj that saki t wmcgon will berme effic&e Friday, AupA21,2015. In WIMM Whereas; I have ceased to be of ued my sigusfire and the seal ofthe State of 1h&am4 at the City of ynd gaVoiis, A%ust2l,2015. CONNF, LA.WSON SECRETARY OF STATE 2004D42800341 /201SOV.571772 paztrnmt of the Treasury C pie:aaE Rst segue Serdee EXIMBIrr b ta948S ATLANTA 6A 39901-0001 CARREL KLAVIER INC X LIZ SEIDFL PO BOX 322 CARMEL IN 46082-0322 Employer ID Number: 42-1626316 Form 990 required: YES Dear Taxpayer: In reply refer tot Mar. 19, 2018 LTR 42-1626316 000000 9752857837 4168C 0 00 00013859 BODC: TE This is in response to your request dated Mar. 08s 2018, regarding your tax-exempt status. We issued you a determination letter in June 2015, recognizing You as tax-exempt under Internal Revenue Code CIRC) Section 501(c) C3). Our records also indicate you're. not a private foundation as defined under IRC Section 509(a) because you're described in IRC Sections 509(a)(1) and 170Cb)(1)1A)(vi). Dongrs can deduct contributions they stake to you as provided in IRC Section 170. You're also qualified to receive taxi deductible bequests, legacies, devises, transfers, or gifts under IRC Sections 2055, 2106, and 2522. In the heading of this letter, we indicated whether you must file an annual information return. If a return is required, you must file Form 990, 990-EZ, 990-N, or 990-PF by the 15th day of the fifth month after the end of your annual accounting period. IRC Section 6033 0) provides that, if you don°t file a required annual information return or notice for three consecutive years, your exempt status will be automatically revoked on the filing due date of the third required return or notice. For tax forms, instructions, and publiacations, visit www.irs.9ov or cal] 1-800-TAX-FORM (1-800-829-3676). If you have questions, call 1-877-829-5500 between 8 a.m. and 5 p.m., local time, Monday through Friday (Alaska and Hawaii follow Pacific Time). CARMEL KLAVIER INC y LIZ SEIDEL PO BOX 322 CARMEL IN 46082-0322 0752857837 Mar. 19, 2018 LTR 4168C 0 42-1626316 000000 00 00013860 Sincerely Yours, I 1A -P- Teri M. Johnson Operations Manager, AM Ops. 3 STATE OF INDIANA ) i I L ) SS: COUNTY OF t WMI J,fo i j ) AFFIDAVIT I, d sf.0ji G an authorized representative of C a,,m a K L awi e,,! 1 ti e ("Grantee"), being fast 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 $ 8 6 , 6 6 , 0 0 Signature Printed Name HA&iA ,C- O s-tD j ' c Subscribed and sworn to before me, the undersigned Notary Public, this day of K p' be , 202J.,. Signature - - tary Public Printed Nacre SEAL] Resident of County, Indiana 1A!., ffih, My Commission Expires: ri warms Notary Public - Seal Hamilton County - State of Indiana Commission Number NP0737337 My Commission Expires Nov 9. 2029 6 Carmet Klavler Inc Balance Sheet As of October 31, 2022 ASSETS Current Assets Bank Accounts Fust Merchants Bank Merrill Lynch hmmbQilsrlt Account PayPai - - - - -- Total Bank Accounts Accourrdr Receivable Accounts Regefrtible. (AIR) Total Accounts Receivable Total Current Assets TOTAL ASSETS LIABILITIES AND EQUITY LfalNlltiea Cur EisbillliCs Accounts Payable Accounts Payable t0lP) Total Accounts Payable Total Current Liabilities Total. Lmhilities Equity - Opening Balance Equity Retained Earnings Net Revenue Total Equity TOTAL LIABILITIES AND EQUITY Total 42,164.48 11,680.97 14,948.25 68,793.70 0.00 0.00 68,793.70 68,793.70 0.00 0.00 0.00 0.00 2.01 73,229.76 4,438.07 68,793.70 68,793.70 Carmel- Klavier Inc Statement of Activity January - October, 2022 Revenue Donations aW Sporrso..ships Investment Revenue Registration Fees (including accompanist fees) humne Total Registration Fees (including accompanist fees) Sales -Tickets Sales of Product Revenue Total Revenue Ook of Goods Sold Cost of Goods Sold Total Cost of Goods Sold Greer prolit Expenditures Accompanist fee GXPWM facilities expense Insurance judge compensation judge travel expense Legal S Professional Services muwir4w%j ng sxpermm Meals $ Entertainment Office /general administrative expenses Pa91pni tees percent of sales expense Pig experme S1:k--v5 S W,3t _ i rs Taxes S Licenses Teaching Fees TrophylAward Certificate Expanse Total Expenditures UK C-Penwm RV#WM Other Expenditures Investment Loss Total OMW Expenalftm Net Other Revenue Not Ruam ntw Total 31,666.63 1,044.40 44,757.00 A700.00 48,467.00 2,305.OD 3,190.77 86,663.80 0.00 0.00 86,663.90 1,400.00 1605.00 20,655.43 117.00 7,500.00 10,615.59 17,718.89 69.64 2,655.03 497.41 60:94 567.50 346.28 Z26T95 1,808.89 2,678.94 2,131.47 86,976.16 312.36 2,925.62 2,925.62 2,926.62 3=7.98 May 3, 2022 C`AR14M KLAVIER INC P.O. Box 322 CARMEL, IN 46082 C'ARMEL KLAVIER INC: Enclosed is the organization's 2021 Exempt Organization return. The state Exempt Organization Annual Report is also enclosed. Specific filing instructions are as follows. FORM 990-EZ. RETURN: This return has been prepared for electronic filing. If you wish to have it transmitted electronically to the IRS, please sign, date, and return Form 8879-TE to our office. We will then submit the electronic return to the IRS. Do not mail a paper copy of the return to the IRS. INDTANA FORM NP-20: The Indiana Form NP-20 should be mailed on or before May 16, 2022 to: Indiana Department of Revenue Tax Administration P.O. Box 6481 Indianapolis, Indiana 46206-6481 No payment is required. The report should be signed and dated by the authorized individual(a). Copies of all the returns are enclosed for your files. We suggest that you retain these copies indefinitely. Very truly yours, Lana Fridnkan Short Form OMB No- 1545-0047 Form Z=E— 'Return of Organization Exempt From Income Tax Un&r section 501(cb 627, or 4947(a)(1) of the internal Revenue Code (except lxivate fauttdafions) 021 i! Doi rwter> svciat security numbers anthis tonrM as it may t made pulaiic. bepsrimanioftherra3suy Open to Public intem4 Revenue Service G4trr 1nww.i-gov/Fomi99DEZ far irmiruaons and the latest inf irm on. Inspection A Forth e2021 calenday year, or tax year beginnin g and ending appllcahle, Y .... vu...Muw. Address chmga Nxnnadeanse CARM L KLAVIER INC Ll HOW return Number and street (or .0- box it mail is m 42- 1626316 E Telephone number Ot t P.O. Box 322 317-571-1902 Amended ran City or town, state or province, country, and ZIP or foreign postal code F Group Exemption nno r rip i,enei n CARMKL , IN 46082 Number lb- 6 Accounting Method Cash LXJ Accrual Other (specify) S H Check ® Lj N the organization is I Webs-'rte: ® carmelklavier.com not required tQ attach Schedule B d Tax-exempt ststus(chnkoniyone) — M 501(c)(3) = 501(c)( )®finsertmi Q 4947(a)(1)or 527 (Form990). K Form of organisation Corporation Trust LJ Association Other L Add lines 5b, 6c, and 7b to tine 9 to determine gross receipts. If gross receipts are $200,000 or more, or if total assets (Part II, column B are $500,000 or mar ffle Form 990 instead of Form 990-F2 $ 50,904. FArt ! even ue, an tinges in et Of ,a' (seethe in0uctians for Pan 1) r:tSpj-, k if ws.*A-Is.nsrl nu,,—WAin reaF "_._''e" ;Ms" a" r i V 1 n% gist grants, and similar amounts received 1 10, 102. 2 Program service revenue including government fees and contracts 2 40,211, 3 Membms* dues and assessment -------------------•-------------------- 3 4 Imreshnentincome............... ...... ---- ....................... ........................... SAS---SChe.dule... 0......... 4 591. 52 Grow aowxmtfromsale ofass& other than inventory ....................................... 5a b Less: cost or other basis and sales expenses .......................... ........................ 8b c Gain or ( kiss) from sale of asseth other than inventory (subtract tine 5b from fine 5a) .................................. Se 6 Gaming and fundraising events: a Gross income from gaming (attach Schedule G if greater than 151000) 6a b Gross income from fundraising events (not including $ of contributions from fundraising events reported on line 1) (attach Schedule G if the sum of such grrass i cwne and contrdwbons exceeds $15,000) .._...... .. ... 6b c Less: direct expenses from gaming and fundraising events ........ .••••.-...............1 fic d Met intone or ( foss) from gaming and fundraising events (add lines 6a and 6b and subtract tine 6c) ....................... ,. 6d 7a Gross sates of inventory, less returns and allowances ........... _........ ................. 7a b Less: cost of goods sold ... ........... ................................................................7b c Gross profit or ( loss) from sales of inventory (subtract line 7b from line 7a) ............................ ....................... 7c 8 Other revenue (describe in Schedule 0) .............. 8 9 total revenue. Add lines 1, 2, 3, 4, 5c, 6d, 7c, and 8 ......................._. ------- 9 1 50,904. 10 Grants and similar amounts paid (list in Schedule 0)........ :..................:.............................-..----_.--.-.....-----_-.-... 10 11 Benefits paid to or for members ---------------•--------------•-•----•------------••---....-•--•--•-..._................---..._......._......... 11 12 Salaries, offrer corrnensativn, and emfft9e8:1 -.._.. ..................."_....___-_.__.______.-__.._................. 12 m 13 Professional tees and other payments to independent contractors 13 26,454. 14 Occupancy, rent, utilities, and maintenance .. 14 15 340. i5 Printing, publications, postage, and shipping .-...... 16 Other expenses (describe in schedule 0)................................................. See.. Schedule... 0.......... 16 18 , 563. 17 Total sxmernses. Add lines 10 ihruugh 16......................... ............................................ .---- ------- .............. ® 17 45, 3 5 7 0 10 18 Excess or ( defmit)for the year (subtract line 17 from line 9) ................. ............... ......... 18 5, 547. 19 Met assets or fund balances at beginning of year (from rme 27, column (A)) 4 must agree with end-ol-year figure reported on prior year's return) 19 62,720. 20 Other changes in net assets or fund balances (explain in Schedule 0) .............. ........................ ee. S chedul a .. 0-....-.-- 20 784. ti69,051. 21 Netassets OrfuM Balancesatendofyear. Combine lines 18 through 20 LHA rarr rap emem neoucuon An sconce, see the separate instructions. W171 1a a1 1 39, 1505- 03 13, 29 3•-249C -2021 * 030,71 L qJC Form 99t1-EZ (2021) 49IZ_1 I- CAR#tEi. Carmel IK".1avier I NYER MAY IONAL PIANO ewMI-eTIrIaN PO Box. 322, Carmel, IN 46082 • info@carmielklavier.comFORYOVN6ARTIiT! 2022 Haruka astojic (Executive Director) Malissa Tong (Assistant Director) Liz Seidel (Co -Founder) Phoenix Park -Kim (Artistic Director) Lia Zhou (Treasurer) Laurel Brown (Development) G-11 2022 City of Carmel Art Grant Expense Report CARM? I NTZr N AT:GN ALPIANOCOMVET11 FOR YOUNG ARTISTS Date Income Amount FJPUM Upease Categoty Amount % 2/14/2022 Check M 375971 $23,140-00 1/24/2022 Professional Fees - Operation Check # 2485 Profession Fees $2,000.00 9% 2/25/2022 Professional Fees - Operation Check # 2486 Profession Fees $2,000.00 9% tP-8/2022 Center of Performing Art Check # 2489 Facility Fees $1,000.00 4% Professional Fees -Financial 123/2022 Statement Preparation, Check 2489 Professional Fees $150.00 1% i/31/2022 Professkuml Fees - Tax Preparation, Check #2490 Professional Fees $450.00 21/6 Event Helper Inc. - Debit 2/2022 Insurance Program supporting $117.00 1% PIP Indiana -Debit Program j21/2M printing Program supporting $346.28 1% Fresh Design Check #2667 Program design Program supporting $4W.00 2% ement Check #2666 trophy, judges' hotel) Program Supporting $8,297.95 3696 HeartOut Corp -Check #2671 Registration service fee Program Supporting $77212 3% Center for the Performing Arts Fadiity Fees $7,606.65 33% Check # 2672 * expense was $17,917.93 it allocated was $7606.65) Professional fees 600.00 20% Program Supporting 9,933.35 43% Facdityfees 8,606.65 37% Total 23,140.00 100% RESOLUTION NO. BPW 01-18-23-09 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 ArtsGrantCarmel Repertory Theatre, Inc.docx1/9/202312:15PM 18th January OF 1 m i r• r d R Il AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and Carmel Repertory Theatre, inc. (the Grantee"), is executed pursuant to the terms 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, John C. Clair 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 $. 3 , 5 6 0.0 0 _ 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. 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 2 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 Carmel 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 program 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 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 term 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: Lo Signature) Printed Name of 0# cer: JU g' .0 o r Title: C f L Date:- CITY OF CARMEL ("Grantor") By: YA.— James Brainard, Mayor Date: 1/3/2023 ATTEST: CIA 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 Carmel, One Civic Square, Carmel, IN 46032, Phone: 317-571-2483, skibbeOcanmel.in.Eov. 4 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: Carmel Repertory Theatre, Inc. Address: Carmel IN 46033 Telephone: Contact Person: John Clair Email: j2clairs@att.net APPLICATION AMOUNT: $ 5500.00 Fax: DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: We respectfully request $5,500.00 to support the 2023 Bard Fest Shakespeare festival. Growth of the Bard Fest franchise leads us to request support for our entire season, rather than one particular show as we did in previous years. Thank you in advance for your continued support. Additional pages may be added to Exhibit "A") Signature:` Printed Name of Officer: John C. Clair Title: Chaiiman Date: 11/27/2022 5 EXHIBIT A 1. An application and description of the proposed use of the grant funds We respectfully request $5,500.00 to support the 2023 Bard Fest Shakespeare festival. Growth of the Bard Fest franchise leads us to request support for our entire season, rather than one particular show as we did in previous years. Thank you in advance for your continued support. Respectfully, The Bard Fest Producers HISTORY Bard Fest started around 8 years ago as just an idea. Indianapolis/Carmel is one of the largest metropolitan areas in the United States, with an abundant interest in theatre across the region, with over 70 active community theaters. Even with, this thriving theatrical community, Indiana did not have a Shakespeare Festival. Many cities in the country —some with much smaller populations and theatrical outlets than Indiana -- are home to a Shakespeare Festival. Such festivals, if sustained, become tradition -- an anticipated cultural event. Our then small group saw an opportunity to take the abundant interest in the arts in the city of Carmel and create an iconic cultural event —a Shakespeare Theatre Festival —for Central Indiana communities to enjoy and participate? Thus, Indy Bard Fest was born. 2014 through 2022—Lessons Learned and Sustained Growth: We started in Carmel, Indiana at Studio 15, a 75 seat theatre —The Rep saw the cultural importance of this type of festival, and in 2014, together we launched this very ambitious idea. Over three weekends we presented three productions in rotation twenty-four times! In addition, we offered ancillary acts such as improv groups and magic shows. Fest has experienced tremendous growth over the past few years and presented well -received productions like the ancient Greek dramady Lysistrata, Improbable Fiction's celebratory and uproarious production of Merry Wives of Windsor, and our exciting foray into "Shakespeare Adjacent" works with Elizabeth Rex and Into the Breeches! In addition to The Cat, several other thatres in the area have experienced success with Bard Fest productions and are eager to work with us again. Website: httos://www.indvbardfest.com Facebook: httos://www.facebook.com/indyBardFest/ Mission Statement: Bard Fest advances the culture of performing arts in Central Indiana by producing plays and educational programs of the highest possible standard that actively investigate the purpose, pleasures and position of Classical Theatre in America. Bard Fest is Central Indiana's only annual Shakespeare Festival! In 2022, Bard Fest presented in five different theatres, allowing many more patrons conveniently accessible exposure to the performing arts. EXHIBIT B 2. A budget for the calendar or fiscal year for which the grant is requested INDY BARD FEST 2023 ESTIMATED ANNUAL BUDGET EXPECTED INCOME PERFORMANCE RIGHTS $4,500.00 VENUE RENTAL (The Cat in Carmel) 3,200.00 SETS, PROPS, COSTUMES, SUPPLIES $9,800.00 TECHNICAL $ 300.00 TRAVEL REIMBURSMENTS $6,400.00 MARKETING 2,700.00 INSURANCE 700.00 SUBSCRIPTIONS, ACCOUNTING, FEES. 1,800.00 TOTAL EXPENSES 29,700.00 EXPECTED REVENUE DONATIONS 1,500.00 PROGRAM SERVICES 22,700.00 TOTAL REVENUE 24,200.00 GRANT REQUEST 1 $ 5,500.00 $29,700.00 EXHIBIT C 3. Certified copies of incorporation as a not -for -profit corporation understate law o Please see attached at the end of the application EXHIBIT D 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 i Please see attached end of the application EXHIBIT E 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 Please see attached 990EZ at the end of the application Carmel Rep has entered into a Fiscal Sponsorship agreement wherein we manage a large grant made for the benefit of another arts organization. As a result, a donation of 167,000. shows up on our books but we have no control of the funds other than to pay the bills of the other party and recover any expenses we incur as a result of the Sponsorship Agreement. The 2023 financial information here presented omits those funds as they are not to be a part of our ongoing operations. EXHIBIT F 6. A list of the Grantee's board of directors and officers listed CTC Board of Directors and Officers President/Treasurer John Clair Secretary Nan Macy Board Members: Debbie Coon June McCarty Jonathan Scoble Carol Keddington Kevin Robertson EXHIBIT G 7. A Year End Reportfrom the previous year if Grantee received an Arts Grant from the City of Carmel in the previous calendar year, pursuant to paragraph 8 herein. INDY BARD FEST - THE PRESTIGE PROJECT IN CARMEL 2022 BUDGET TO ACTUAL EXPENSES BUDGETED 0 ACTUAL 0. 00 PERFORMANCERIGHTSVENUE RENTAL (The Cat in Carmel) 3,000.00 3,000.00 SETS 1,700.00 590.00 LIGHTS/ SOUND 500.00 500.00 COSTUMES 500.001 612.00 STIPENDS 800.00 2,100.00 MARKETING 2,600.00 2,104.00 TOTAL EXPENSES 9,100.001 8,906.00 REVENUE DONATIONS AND ADS 500.00 1,800.00 BOX OFFICE 1,950.00 2,585.00 TOTAL REVENUE 2,450.00 4,385.00 GRANT REQUEST 6,650.00 4,450.00 NET RESULT 0.00 29.00 These are our Carmel Repertory Theatre/Bard fest tentative plans for 2023, subject to funding and ongoing contractual negotiations with the individual theatres. Pretty well locked up 30th Anniversary performance or Angels in America at the Schrott Theater on the Butler U campus, adjacent to Clowes Hall. - Still working: Outdoor Summer Shakespeare Comedy In Carmel at The Cat parking lot/ street or other nearby venue and repeated at The Fort Amphitheater, Lawrence In Carmel at The Cat Theatre - A Bold Stroke for a Husband North Indianapolis at Mud Creek As You Like It On hold due to change in management at Indy Fringe: In Indy at the Basile Theatre and Indy 11 Theatre-. Titus Andronicus and Troilus and Cressida or Medea State dIAnas Owe art®e Semdsry of State CERTIFICATE OF INCORPORATION of C BERMTORY TIIKATRE, MC. i,Z(3IDI TA, Sne rofSl Ee afT, o Ac cfe gflaeorpExt ian labs CaTwst xa bvx bcm pra mW to mr-a my nffim, PMU*d WnfiM= W low = pD=n1W by fEw p kw of is lssfsm N*Hpto& Carpopefift Act of MI. Iast/ Seery ofSU* Packet 200904rMl l Fling DatLL: 041MAN Effeaive Date: Q4n4i'tm NOW, THEREFORF, wide this document I cattify that said try will bccoute ire Fly, Apal 24, 2009- Ia'4FivnsM wbMw I bra c ID>m afibncd my sib AWm mi the x9 offm Slate dbffitrait. at the fir of hawpolEs Ap 224, 2009 TODD ROS[TA, SECUTARY OF SME 4Z MI 112009adM4t43 111014A,,>I TbIlrm fmclit ,+I it,•,;;-l-iL- ffldiarlil ihV'ia'tlllf,'fll (.'l'11L13i ,"f11 I+l hlu111t il't, ituliLLttut Natttplt'Itfit tiitla t '1':a,ti l; e'atalntietas a:'F.b 9ifua:'ai Phis : c'rhitC dt' ni(tY 1l", (; 1a r l I,, ,; r,llC° t'Irr, '„ :) r f" ryry a r C.i r•t`i i. y CARWL REPERTORY 1'ti1 AI RE::.I.Nt (:iliJ'til. 1"I IJ rt. rC'Ah.M1::I.. IN 46(.)32--2811. •: t4,.,.-••'' rnization is only exempt from payment, ofystles'tax Of) pur luasr.,,w i0rwhich ihlr: Detach Here) lifying for sales tax exemption requires the completion and Cling ot'an application fcmm prraacribed h; il,r_ ;l1 !i:?n:; F1'op,1r no4,,ni ofnuc. The taxpayer Identification Number (71D) above rnust be provided to the rciailcr it"purchases arctoaddition, to qualify for sales tax exemption. sucli purc}tascw must by used for purpo.;cs desudbcd irl llt!', s'1a},t;i+-1rl .lsitll. 11.11 ?; l0FEDmustbeusedanSaksTaxExemptionCcrtilisates (S'r 105) when making qualified purobasea, ract that an organization is granted exemption from income tax by the ledrral govcrnnit-lit, or that it at one time: wel,; granted suci, entplionbytheStateofIndiana, dory not necemarily mean that a purchase made by a nonpral-it orgaiwation is e.xeiflpt fro,,, s:lies t urements for Sales Tax Exempt Purchases by Nonprofit Organizations: Purchases by a Nonprofit Organiamtion for its Own Use-. 1, In order to qualify for sales tax exemption on purchnt cs, a nonprofit orbani ation, resist xati, fy the Iblldnvine, conditions: a) ` 111C organization must be named ordescr"sbed in 1C. tr-2,5-5. described in this Code section are organized and 21(b). Organizations named or operated exclusively for one or more of thefollowingpurposes: Civic Charitable Educational Literary Religious Fraternal Scientific b) lncludcd in the above general organizational categories are typert of rtonprofit organizations: the following specitically earned Business Leagues Churches Fraternities Labor Unions Convent, Monasteries Parochial Schools Shared Hobpital Services Licensed Hospitals Pension Trusts Sororities Student Cooperative Housing 2. in order to qualify for sales tax exemption purchases must be used for Ilic same purposes for which thenonprofitorganizationisgrantedexemption hlrc'hasGs for the pri>;are benefrl afany nimber, drrerrnr, or officer of th(, nonprofit vrg(rnizurlon, 01' for any other individual are not d iglble for eaceptr[ion. purchases used fa, saclrt! pt,rposcs art' nt'ver e em )i. rc:hases by Nonprofit Organization for Resale: 1.u of tangible parsonal properlypurchased for resale by nonprofit organizations are eligible for sales tax excmf111011. r INTERNAL k%VENUE SSRVICS P. O. SOX 2508 CINCINNATI, OH 45201 DateMAY 0.7 2009' CARMEL REPERTORY THEATRE INC 484 T CARMEL DR CARMEL 162 CARMEL, IN 46032 Dees Applicant : DBPARTMEWT OF THE TIREASURY Employer Identification Number: 26- 4324639 DLN: 17053117018039 Ccataat person: JOAN C KMSER ID# 31217 Contact Telephone Number; 877) 829-5500 Accaunting Period Ending: December 31 public Cbarity Status: 1701b) ( 1) (A},(vi),, Forsp 99 0Was E£ gectiva Date of Exemption: April 24., 2009 Contxibutian Deductibility: A. ddeld m Apples: to we are pleased to inform you that upon review of Your application for tax exempt status we have deter•n,-„.ned that you are exempt from Pede —a income tax under section 501(c)(3) of the Iuterna.I Revenue Code. Contributions to you are deductibleundersection170oftieCade. You are also qualified to receive tax deductible Requests, devises, transfers or gifts under Section. 2055, 2106 or 2522 of the Code. Because this letter could help resolve any, questions regarding your exempt status, you should keep it in x Y'c'+= , ermaze t records. Organizations eft under section 501(c)(3) of the Cade are further classified as Either public r_hasties or private foundations. We determined that you are wa public charity under the Code sections) listed in the heading of this letter. Please see enclosed Publication 4221-PC, Complia=e Guide for 502 (c) (3 } Public Charities, for sam helpful infoarmatitua about your re po=ibiizties as an exempt a-'•ga_nizaticm. Letter 947 (IIO/CG) STATE OF INDIANA SS: COUNTY OF HAMILTON AFFIDAVIT I, John C. Clair an authorized representative of Carmel Repertory Theatre, Inc. ("Grantee"), 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 $ 1' `% U ; 4 Signaturee Printe Name armel Repertory Theatre, Inc. Subscribed and sworn to before me, the undersigned Notary Public, this 2- day of 20224- ELLEN SLAMA Notary Public - Seal Hamilton County - State of Indiana Commission Number NP0737104 My Commission Expires Oct 2S, 2029 Signature - Notary Public Printed Name 61 1-ev/ S1-Ah17-,, Resident of I+w— County, Indiana My Commission Expires: 0 28 6 `Z0 Form 990-EZ Department of the Treasury Internal Revenue Service PUBLIC DISCLOSURE COPY ** Short Form Return of Organization Exempt From Income Tax Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) Do not enter social security numbers on this form, as it may be made public. Go to www.irs.gov/Form990EZ for instructions and the latest information. OMB No 1545-0047 2021 Open to Public Inspection A For the 2021 calendar year, or tax year beginning and ending h°" f C Name of organization D Employer identification numberapplicafole. F7 Address change 77 Name change CARMEL REPERTORY THEATRE, INC. 2 6- 4 3 2 4 6 3 9 Room/suite E Telephone number7InitialreturnNumberandstreet (or P.O. box if mail is not delivered to street address) Finalinaed 10587 BRECKENRIDGE DRIVE 317-582-1007 Amended return City or town, state or province, country, and ZIP or foreign postal code F Group Exemption DkDolir-anon pendm I CARMEL , IN 46033 Number G Accounting Method: 0 Cash [] Accrual Other (specify) H Check 0 if the organization is I Website: N/A not required to attach Schedule B J Tax-exem pt status check only one — ® 501 [c)(3) 501 c fnsert no. 0 4947 a 1 or Lj 527 Form 990). K Form of organization: 0 Corporation 0 Trust [] Association [] Other L Add lines 5b, 6c, and 7b to line 9 to determine gross receipts. If gross receipts are $200,000 or more, or if total assets (Part II, column B are $500 000 or more fife Form 990 instead of Form 990-EZ ............................................. 190,451. Part I Revenue, Expenses, and Changes in Net Assets or Fund Balances (see the instructions for Part 1) r..hark if thn nrnani72I[inn naori .5rharl1ila n to racnnnrl 1m nmr nucetinn in thic Part I rX1 1 Contributions, gifts, grants, and similar amounts received . . •.• •..• ••. ,•,-•• - i 176,568. 2 13,883. 2 Program service revenue including government fees and contracts 3 Membership dues and assessments 4 Investment income - .. ••...............• ........,• .•. 5a Gross amountfrom sale of assets other than inventory •_-_..•.. .. ._ _ _ 5a b Less: cost or other basis and sales expenses ............... c Gain or (loss) from sale of assets other than inventory (subtract line 5b from line 5a) 5c 6 Gaming and fundraising events: e a Gross income from gaming (attach Schedule G if greater than 15,000) 6, d b Gross income from fundraising events (not including $ of contributions cc from fundraising events reported on line 1) (attach Schedule G if the sum of such gross income and contributions exceeds $15,000) . . . - .. 6b c Less: direct expenses from gaming and fundraising events . . Be d Net income or (loss) from gaming and fundraising events (add lines 6a and 6b and subtract line 6c) 6d 7a Gross sales of inventory, less returns and allowances 7a b Less: cost of goods sold ...................... 7b c Gross profit or (loss) from sales of inventory (subtract line 7b from line 7a) 7c 8 Other revenue (describe in Schedule 0) . . - a 9 1 190,451. 9 Total revenue. Add lines 1, 2, 3, 4, 5c, 6d, 7c, and 8 ......... ........ ....... - 11110, 10 Grants and similar amounts paid (list in Schedule 0) ._•...... ,.... ............ ................................................. 10 1111Benefitspaidtoorformembers _ _ __ 12w12Salaries, other compensation, and employee benefits e 13 Professional fees and other payments to independent contractors .: _„ 13 x 14 Occupancy, rent, utilities, and maintenance 14 7,671. w 15 Printing, publications, postage, and shipping .............. .. 16 42,689. 16 Other expenses (describe in Schedule 0) ..• ............. ...... SEE SCHEDULE O 17 50,360. 17 Total expenses. Add lines 10 through 16 .• •....................... 16 Excess or (deficit) for the year (subtract line 17 from line 9) 18 140,091. H 19 Net assets or fund balances at beginning of year (from line 27, column (A)) must agree with end -of -year figure reported on prior year's return) 19 29,322. 20 0. Z20 Other changes in net assets or fund balances (explain in Schedule 0) 21 Net assets or fund balances at end of year. Combine lines 18 through 20 21 169,413. LHA For Paperwork Reduction Act Notice, see the separate instructions. Form 990-EZ (2021) 132171 12-08-21 10201114 765919 CAR20.0 2 2021.05000 CARMEL REPERTORY THEATRE, CAR20.01 RESOLUTION NO. BPW 01-18-23-10 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 ArtsGrantCarmel Symphony Orchestra, Inc.docx1/9/202312:14PM 18th January CqR 1 1 c ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and Carmel Symphony Orchestra, Inc. (the Grantee"), is executed pursuant to the terms 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, Cara Pittenger 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 $ 195, 8 0 0.0 0 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. 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 2 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 Carmel 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 program 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 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 term 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: Carmel Symphony Orchestra, Inc. ("Grantee") By: (Signature) Printed Name of Officer: C Executive DirectorPittenger Title: Date: 11 /21 /22 CITY OF CARMEL ("Grantor") y;. Z,,W James Brainard, Mayor Date. 1/3/2023 ATTEST: 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 Carmel, One Civic Square, Carmel, IN 46032, Phone: 317-571-2483, skibbc«r carmcl.in.gov. 4 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization:Carmel Symphony Orchestra, Inc. Address: 760 3rdAve. SW, Suite 102 Carmel, IN 46032 Telephone:317-844-9717 Fax: Contact Person: Cara Pittenger Email: cPztenger earmelsymp ony.org APPLICATION AMOUNT: $ 275,000 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: ase see the attachments. Additional pages may be added to Exhibit "A") Signature: Printed Name of Officer: Cara Pittenger Title: Executive Director Date: 11/21/22 5 C CARMEL EXHIBIT A SYMPHONY ORCHESTRA IANNA HYMES ARTISTIC DIRECTOR City of Carmel Arts Grant Program Application 2023 Music is the mediator between the spiritual and the sensual life." - Ludwig van Beethoven Orchestras feed the soul. Orchestras encourage creativity and bring people together to share the experience of live music. Orchestras fuel local economies, attract new business development, educate young people, evoke emotions, and unite individuals and cultures in times of suffering and joy. The country is brimming with extraordinary musicians, live concerts, and orchestras as unique as the communities they serve. The City of Carmel is extremely fortunate to have a professional orchestra of its own, right in its own backyard. An orchestra gives meaning to our lives, and in the ears, minds, and hearts of most people, that's valuable. After more than four decades of bringing meaning and music to the lives of Carmel residents, and as the only fully paid, professional orchestra in Hamilton County), Carmel Symphony Orchestra (CSO) began celebrating its 47th season in July 2022. The CSO respectfully requests a grant from the City of Carmel in the amount of $275,000. Operating funds will be used to support the last half of our 47th season and beginning of our 48th season as well as a range of programs designed to ignite a passion for music across the spectrum. Current plans for the 2022-2023 (47th) and 2023-24 (48th) seasons include: Five Masterworks series concerts featuring nationally recognized guest artists including a popular film composer with visuals in March 2023, as well as another possibility in our 2023-24 season Four Pops series concerts including the ever -popular Holiday Pops Two Sounds Exciting! Concerts for Hamilton County students, featuring Classical Kids Live as a guest artist A Family Fun! Concert where audience members sit on the stage with the musicians A Side by Side concert in partnership with the Carmel High School Orchestra A future collaboration with the Friends of Hamilton County Parks at Coxhall Gardens, much like the 2021 Classical Mystery Tour success The CSO Young Artist Competition Participation in various civic events Carmel Christkindlmarkt and CarmelFest The YouthPASS and CollegePASS programs, which allows students to attend concerts for 5 and $10, respectively Increased marketing and digital media to heighten awareness of the CSO using BPS Marketing. Audience development initiatives to retain old and attract new patrons A Diversity Fellowship in conjunction with an area college Small instrumental ensembles of CSO musicians going into Carmel Clay Schools and around Hamilton County during the school day to educate our students In addition, the CSO continues to implement initiatives to make classical music more accessible, enhance the concert experience, retain and attract new audiences, and deepen our relationship with donors. Ongoing tactics include: Simplifying concert information on our new website and in marketing materials Providing Symphony 101 information for new attendees Carmel Symphony Orchestra Exhibit A Page 2 Holding post -concert receptions where patrons meet guest artists and musicians Hosting open rehearsals for donors and other special events Improving follow up with audiences after each concert, which has already proven as successful with feedback from numerous patrons following performances A 2002 study by the John S. and James L. Knight Foundation indicates that 60% of adults express at least some interest in classical music, and nearly one-third of adults regularly fit classical music into their lives via radio or recordings, but fewer than 5% are regular patrons of their local orchestras. Approximately one in four adults are potential orchestra ticket buyers, but only half of those who express the highest levels of interest in attending classical music concerts ever attend, even infrequently. And then there's this: industry statistics show that 90% of new ticket buyers do not return, making an audience development plan crucial to an orchestra's growth. We know that attracting new ticket buyers is no small feat and the CSO continues to make a strategic effort to both attract and retain new patrons in order to both grow and sustain our audience base. CSO's leadership is committed to reach new audiences in unexpected ways, from collaborating with community service, educational, and other arts organizations; to bringing our music to the people in new and interesting locations across the city and county; to redefining the concert experience using technology and other initiatives. During the past season, the CSO was not able to perform all of our scheduled concerts due to the Omicron strain of COVID-19. Each concert was postponed and will be performed during our 2022-23 season. 2022-2023 marked the CSO's 47th season of providing outstanding orchestral concerts to the citizens of Carmel and surrounding communities. Our audience continues to include patrons from outside the Indianapolis metro area and even the state. Throughout its existence, the CSO has continually enhanced our community's quality of life in a fiscally responsible manner through creative, artistically excellent performances, and educational experiences for diverse audiences of all ages. In addition, the CSO has become an important player for the Center for the Performing Arts and in the economic development of Carmel. While we continue to look for ways to increase our audience base and ticket sales revenue, the CSO is also well -supported by individual donors, the business community through concert sponsorships, gifts, matching contributions, and in -kind donations of services and office space. Among other things, funding from the City of Carmel will help to underwrite our Masterworks and Pops subscription series as well as educational concerts. While the 2023-2024 season is still being finalized, it will feature five Masterworks concerts showcasing the CSO at the Palladium; four Pops concerts including Tony DeSare and Capathia Jenkins; several Symphony on the Go performances through which we bring the music to the people; as well as separate educational initiatives including Family Fun! during which audience members sit on the stage with the orchestra, two Sounds Exciting performances for 5th grade students including Classical Kids Live from Chicago, and a Side by Side concert with local high school orchestra students and featuring the winner of the CSO's Young Artist Competition. City funding also sponsors the CSO's performance at CarmelFest on the 4th of July, the brass quintet at the Carmel Holiday Tree Lighting during Holiday at Carter Green and the Christkindlmarkt, and at various other civic and community events. Educational programming and outreach to youth is one of the CSO's top priorities. Studies show that creating, performing, and responding to music improves students' success in Carmel Symphony Orchestra Exhibit A Page 3 school, work, and life. Whether preschooler or high school senior, playing in an orchestra fosters discipline and teamwork, as well as individual skill and expression. The Carmel Symphony Orchestra continues to encourage a "family -friendly" atmosphere at concerts and as a result, the CSO programs concerts that entertain and educate the broadest possible audience, including audiences who do not traditionally attend orchestral concerts. The eclectic programming, affordable ticket price, and YouthPASS and CollegePASS programs have attracted family audiences from a broad range of ethnic and socioeconomic backgrounds. Twenty percent of our annual audience members are students and youth, and between our major educational initiatives more than 4,000 children and students under the age of eighteen heard the CSO in concert this past season for $5 or less. Sounds Exciting! Is our signature educational concert designed especially for elementary school students, who are at the age when they are deciding if they want to play a musical instrument and participate in school band and orchestra. These concerts draw as many as 2,000 students, including every 5th grade student in the Carmel -Clay system as well as students from Westfield -Washington, Heritage Christian, Hamilton Southeastern, Noblesville, Zionsville, and other local schools, to the Palladium for performances that showcase a wide repertoire. A teacher survey is conducted after each concert. Additionally, the CSO has developed an advisory committee of music teachers from the Carmel -Clay Schools to help the orchestra plan future programs and projects that will be a resource for teachers to use in supplementing state music curriculum. We were so excited in September 2022 to present these students with guest artists from Classical Kids Live! Beethoven Lives Upstairs, that we will bring Classical Kids Live back in our 2023-24 season to perform another production. Classical Kids Live provides not only the music of specific composers, but also actors to give students a visual during the concert to help them learn about that composer's life! The CSO also nurtures the careers of young musicians through its annual Young Artist Competition. With support from the Carmel Symphony Orchestra League and Meridian Music, the CSO conducts a juried competition open to any instrumental music student who is a legal resident of the State of Indiana. Typically this competition draws applications from more than 40 talented junior high and high school students. The winner receives a $1,000 prize and is presented in concert as a soloist with the full orchestra at the Palladium during our Side -by - Side performance. As we look ahead to our 48th season in 2023-2024 and begin to prepare for our 50th anniversary, the Carmel Symphony Orchestra remains committed to this guiding principal - Music has the power to change lives. We deeply appreciate the financial and moral support we have received from the City of Carmel over the past many years, and look forward to a successful, ongoing partnership in the future. EXHIBIT B Carmel Symphony Orchestra FY 22-23 Budget by Class Budget 2022-2023 Income 4100 Concert Income 4110 Subscription 4195 Single Tickets Total 4100 Concert Income 4200 Concert Sponsorship 4210 Concerts 4220 Musicians 4230 Guest Artists Total 4200 Concert Sponsorship 4300 Donations 4360 General Donations Total 4300 Donations 4400 Grant Income 4410 Government Grants 4420 Corp/Foundation Grant Total 4400 Grant Income 4610 Fundraising Event Income 4690 Program Advertisements 4710 Young Artist 4800 Interest Income 4810Interest Income Total 4800Interest Income 4900In Kind Contributions Total Income Expenses 5000 Payroll Expenses 5010 Salaries & Wages - Admin 5020 Salaries & Wages - Artist 5040 Contracted Musicians 5100 FICAIMedicare Total 5000 Payroll Expenses 6000 Concert Expense 6010 Auditorium Rental 6020 Guest Artist Fees 6040 Guest Artists Expenses 6050 Cartage 6060 Equipment Rental 6070 Music 6080 Transportation 6090 Other Total 6000 Concert Expense 6100 Rent 6200 Professional Fees Admin FR Proeram Educ Offerings Performances Total 49,000.00 $49,000.00 4,000.00 $168,000.00 $172,000.00 0.00 $0.00 $0.00 $4,000.00 $217,000.00 $221,000.00 10,000.00 $101,500.00 $111,500.00 33,500.00 $33,500.00 2,250.00 $64,000.00 $66,250.00 0.00 $0.00 $0.00 $12,250.00 $199,000.00 $211,250.00 0.00 $150,000.00 $150,000.00 0.00 $150,000.00 $0.00 $0.00 $0.00 $150,000.00 286,978.00 4,320.00 0.00 $0.00 $291,298.00 0.00 500.00 286,978.00 4,320.00 0.00 $0.00 $291,298.00 0.00 0.00 $0.00 0.00 500.00 500.00 $0.00 $0.00 $0.00 $0.00 $500.00 0.00 500.00 $150,000.00 $291,298.00 $16,250.00 $416,000.00 $874,048.00 73,720.00 $55,000.00 $128,720.00 56,000.00 $21,900.00 $159,310.00 $237,210.00 145,266.48 $2,430.00 $36,906.38 $184,602.86 5,639.58 $4,207.50 $4,284.00 $1,675.35 $12,187.22 $27,993.65 79,359.58 $59,207.50 $205,550.48 $26,005.35 $208,403.60 $578,526.51 5,500.00 73,500.00 79,000.00 12,050.00 105,000.00 117,050.00 2,030.00 18,700.00 20,730.00 260.00 3,695.00 3,955.00 7,000.00 7,000.00 15,900.00 15,900.00 2,090.00 14,341.00 16,431.00 5,000.00 5,000.00 0.00 $0.00 $0.00 $21,930.00 $243,136.00 $265,066.00 0.00 6210Accounting 34,000.00 34,000.00 6220 Development 0.00 6240 Marketing/PR 33,000.00 33,000.00 6250Other Professional Fees 3,600.00 2,400.00 6,000.00 Total 6200 Professional Fees 70,600.00 2,400.00 0.00 0.00 0.00 73,000.00 6300 Office Expenses 6310 office Supplies 6,000.00 6,000.00 6320 Postage and Shipping 750.00 750.00 1,500.00 6340 Printing and Reproduction 500.00 6,500.00 15,000.00 0.00 22,000.00 6350 Equipment Rental (Non - Concert) 3,000.00 3,000.00 6360 Equipment Purchase 0.00 Total 6300Office Expenses 10,250.00 6,500.00 15,750.00 0.00 0.00 32,500.00 64M Telephone & Internet 6410 Telephone 3, 240.00 3, 240.00 6420Internet 3, 340.00 3,340.00 Total 6400 Telephone & Internet 6,580.00 0.00 0.00 0.00 0.00 6,580.00 6500 Travel 6510 Mileage and Parking 0.00 6520Meals 2, 500.00 2,500.00 5,000.00 Total 65M Travel 2,500.00 2,500.00 0.00 0.00 0.00 5,000.00 6600Advertising and Marketing 60,000.00 0.00 60,000.00 6610 Dues and Subscriptions 750.00 750.00 6620 Licenses and Permits 3,500.00 3,500.00 6630 Play Bill 0.00 6700 Fundraising Expenses 2,500.00 2,500.00 6710 Young Artist Competition 0.00 6800 Insurance 6810 Liability Insurance 2,500.00 2,500.00 6820 Directors and Off icers 937.00 937.00 6830 Workers Compensation 1,725.00 1,725.00 Total 6800 Insurance 5,162.00 0.00 0.00 0.00 0.00 5,162.00 6910 BankFees/ Credit Card Fees 1,000.00 5,000.00 6,000.00 7W In Kind Expenses 0.00 Total Expenses 179,701.58 73,107.50 281,300.48 47,935.35 456,539.60 1,038,584.51 Net Income 179,201.58 76,892.50 9,997.52 31,685.35 40,539.60 164,536.51 EXHIBITC SS-0O2 STATE OF INDIANA OFFICE OF THE SECRETARY OF STATE To Whom These Presents Come, Greeting: CERTIFICATE OF .INCORPORATION CA MEL SYMPHONY QRCHESTRA-,--INC. 1, LARRY A. CONRAD, Secretary of State of the State of Indiana, hereby certify that Articles of Incorporation of the above not -for -profit corporation, in the farm prescribed by this Office, prepared and signed in duplicate by the Incorporatpr(s) and acknowledged and verified by the same before a Notary Public, have been presented to me at this office accompanied by the fees prescribed by law; that I have found such Articles conform to law; that I have endorsed my approval upon the duplicate copies of such Articles; that all fees have been paid as required by law; that one copy of such Articles has been filed in this ofce; and that the remaining copy(ies) of such Articles bearing the endorsement of my approval andfiling has (have) been returned by me to the incorporator(s) or his (their) representatives; all as prescribed by the Indiana Not -For -Profit Corporation Act of 1971. NOW, THEREFORE, 1 hereby issue to such Corporation this Certificate of Incorporation, and further certify= that its corporate existance has begun. In Witness Whereof, 1 have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this 1Qth day of npramhar 7G EXHIBIT D Internal Revenue Service District. Director Date: MAY 11 1979 c Carmel Symphony Orchestra, Inc. 410 Second Avenue NE Carmel, IN 46032 Gentlemen: Department of the Treasury Our Letter Dated: November 17, 1977 Person to Contact: Delores A. Dunn: s:ih Contact Telephone Number: 513-684-3578 CIN: FO: '791 0 8 0 This modifies our letter of the above date in which we stated that you would .:e treated as an organization which is not a private foundation until the expiration of your advance ruling period. Based on the information you submitted, we have determined that you are not a pprivate foundation within the meaning of section 509(a) of the Internal Revenue Code, because you are an organization of the type described in s ,en 509(a)().Your exempt status under section 50-I[ c)'(3 ) owe code is still in -effect. - Grantors and contributors may rely on this determination until the Internal Revenue Service publishes notice to the contrary. However, a grantor or a contributor may not rely on this determination if he or she was in part responsible for, or was aware of, the act or failure to act that resulted in your loss of section 509(a)(1) * status, or acquired knowledge that the Internal Revenue Service had given notice that you would be removed from classification as a section 5nq(a)(1)* organization. Because this letter co=lld help resolve any questions about your I--ivate foundation status, please keep it in your permanent records. If you have any questions, please contact the person whose name and telephone number are shown above. 170(b) (1) (A) (vi) cc: Alan J. Dansker 2700 Indiana Tower One Indiana Square Indianapolis, IN 46204 letter supersedes our 2- pr$Vate foundation. P.O. Bax 2508, Cincinraafl, Ohio 45201 Sincerely yours, D. L. James, Jr. District Director tter dated Jan 75. 1979. wh -n Letter 1050 (DO) (7- STATE OF INDIANA COUNTY OF HAMILTON 1, Cara Pittenger of ( a f 0 SS: AFFIDAVIT 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 $ 828,109.82 Signature Printed Name r -2 Subscribed and sworn to before me, the undersigned Notary Public, this a i day of W c v? e-rvd 6,r• , 20211. irtslo' 17 Signature - Lqjtary Public t pY PG8` e+ AMY STOCKERT Printed Name,,, rr I IN COUNTY N SEAL COMAR99llMBER NP0739568 L !+ n tips MY COMMISSION EXPIRES Resident of Now , `t6 tj County, IndianaOFt MARCH 6TH 2O30 My Commission Expires: f1A r—Cc,k I- j0 0 9 EYI-IIBIT E Carmel Symphony Orchestra Balance Sheet As of October 31, 2022 TOTAL ASSETS Current Assets Bank Accounts 1010 UFB Checking1170 33,352.40 1020 UFB Savings 1183 160,500.43 1050 Bank Account - League 7,432.81 1060 Paypal Account 148.29 1065 United Fidelity CD 25,140.56 1070 Morgan Stanley Investments 125,116.00 1075 UBS Account 31067 49,142.28 1076 UBS Account 31749 95,685.14 Total Bank Accounts 496,517.91 Other Current Assets 1400 Prepaid Expenses 30,408.05 Total Other Current Assets 30,408.05 Total Current Assets 526,925.96 TOTAL ASSETS 526,925.96 LIABILITIES AND EQUITY Liabilities Current Liabilities Accounts Payable 2000 Accounts Payable 1,665.00 Total Accounts Payable 1,665.00 Credit Cards 2130 UFB Credit card 4,049.46 Total Credit Cards 4,049.46 Other Current Liabilities 2700 Deferred Revenue 85,126.62 Total Other Current Liabilities 85,126.62 Total Current Liabilities 90,841.08 Total Liabilities 90,841.08 Equity 3000 Opening Bal Equity 45,775.99 3050 Retained Earnings 572,103.00 Net Income 181,794.11 Total Equity 436,084.88 TOTAL LIABILITIES AND EQUITY 526,925.96 Accrual Basis Tuesday, November 15, 2022 07:11 PM GMT-05:00 1/1 EXHIBIT E Carmel Symphony Orchestra Profit and Loss July 2021 -June 2022 Total Income 4100 Concert Income 4110 Subscription 37,936.00 4120 Single 118,186.47 Total4100 Concert Income 156,122.47 4200 Concert Sponsorship 4210 Concerts 63,000.00 4220 Musicians 8,500.00 4230 Guest Artists 400.00 Total 4200 Concert Sponsorship 71,900.00 4300 Donations 13,770.72 4360 General Donations 151,151.99 4390 Paycheck Protection Program 45,180.50 Total4300 Donations 210,103.21 4400 Grant Income 4410 Government Grants 270,212.25 4420 Corp/Foundation Grant 3,500.00 Total 4400 Grant Income 273,712.25 4610 Fundraising Event Income 835.00 4710 Young Artist 350.00 4800 Interest Income 4810Interest Income 400.28 Total 4800 Interest Income 400.28 4830 Dividends and Interest 283.11 4835 Unrealized Gains on Investments 2,225.18 4840 Realized Gains on Investments 337.35 4900In Kind Contributions 102,841.00 4920 Reimbursed Expenses 12,692.03 4950 Miscellaneous Income 1,433.00 Total Income 828,109.82 Gross Profit 828,109.82 Expenses 5000 Payroll Expenses 5010 Salaries & Wages - Admin 49,220.04 5020 Salaries & Wages - Artist 132,182.68 5040 Contracted Musicians 209,247.50 5100 FICA/Medicare 14,237.91 Total 5000 Payroll Expenses 404,888.13 6000 Concert Expense 6010 Auditorium Rental 65,826.39 6020 Guest Artist Fees 56,125.00 6040 Guest Artists Expenses 6,220.64 6050 Cartage 1,225.00 6060 Equipment Rental 108.88 6070 Music 5,936.79 6080 Transportation 8,530.61 6090 Other Concert Expenses 43,042.82 Total 6000 Concert Expense 187,016.13 6100 Rent 1,926.00 6120 Cleaning Expense 97.50 Total 6100 Rent 2,023.50 6200 Professional Fees 6210 Accounting 28,139.79 6220 Development 10,717.48 6240 Marketing/PR Consultant 33,000.00 6250 Other Professional Fees 2,276.65 Total 6200 Professional Fees 74,133.92 6300 Office Expenses 6310 Office Supplies 5,104.22 6320 Postage and Shipping 810.98 6340 Printing and Reproduction 5,768.43 6350 Equipment Rental (Non -Concert) 2,775.05 6360 Equipment Purchase 941.28 Total 6300 Office Expenses 15,399.96 6400 Telephone & Internet 6410 Telephone 3,166.08 6420 Internet 3,090.05 Total 6400 Telephone & Internet 6,256.13 6500 Travel 6510 Mileage and Parking 197.00 6520 Meals 2,578.33 6530 Airfare 1,831.41 6540 Travel Expenses 2,178.24 6560 Board Relations 236.75 6570 Conference Registration 1,466.00 Total 6500 Travel 8,487.73 6600 Advertising and Marketing 42,473.12 6610 Dues and Subscriptions 591.00 6620 Licenses and Permits 1,078.10 6700 Fundraising Expenses 1,401.86 6710 Young Artist Competition 2,407.00 6800 Insurance 6810 Liability Insurance 1,314.00 6820 Directors and Officers 937.00 6830 Workers Compensation 2,402.00 Total 6800 Insurance 4,653.00 69M Bank Service Charges 439.29 6910 Credit Card Fees 4,338.70 6920 Other Expenses 436.36 7900 In Kind Expenses 102,841.00 Total Expenses 858,864.93 Net Operating Income 30,755.11 Net Income 30,755.11 EXHIBIT E Form 990 OMB No. 1545-0047 Return of Organization Exempt From Income Tax 2020 Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) Department of the Treasury 0-Do not enter social security numbers on this form as it may be made public. Open to Public Internal Revenue service Go to www.irs.gov1Form990 for instructions and the latest information. Inspection A For the 2020 calendar year, or tax year beginning 7/01 , 2020, and ending 6/30 , 202021 B Check if applicable: C D Employer identification number Address change Carmel Symphony Orchestra 31-0918565 Name change 760 3rd Avenue SW, Suite 102 E Telephone number Initial return Carmel, IN 46032 317-844-9717 Final return/terminated Amended return G Gross receipts $ 1,064,969. Application pending F Name and address of principal officer: Cara Pittenger H(a) Is ift a group return for subordinales? Yes x No Same As C Above H(b) Are all subordinates included? Yes No f "No," attach a list. See instructions Tax-exempt status: JXJ 501(c)(3) 1 1501(c) ( )' (insert no.) I 14947(a)(I)or 1527 J Website: F ww. carme1S 'jpn , OX H(c) Group exemption number K Form of organization:Corporation Trust Ll AssociationLl Other L Year of formation: i 197j IVI State of legal domicile: IN Part I Summary 1 Briefly describe the organization's mission or most significant activities: To or anize and sustain a s honic orchestRra—in the hamilton county_ area_ _ _ _ _ _ _ _ _ _ _ _ _ _ c c 0 2 Check this box It the organization discontinued its operations or disposed of more than 25% of its net assets. 3 Number of voting members of the governing body (Part VI, line 1 a) .............................. 3 17 d 4 Number of independent voting members of the governing body (Part VI, line 1 b)....................... 4 17 u, 5 Total number of individuals employed in calendar year 2020 (Part V, line 2a) .......................... 5 45 6 Total number of volunteers (estimate if necessary) ................................................... 6 90 a 7a Total unrelated business revenue from Part VIII, column (C), line 12.................................. 7a 0. b Net unrelated business taxable income from Form 990-T, Part I, line 11 ............. . — .............. 7b 0 , Prior Year Current Year 8 Contributions and grants (Part VIII, line Ih).......................................... 545 263. 1, 013, 926. 9 Program service revenue (Part VIII, line 2g)......................................... 189, 191. 49,692. 1,155. m 10 Investment income (Part VIII, column (A), lines 3, 4, and 7d)......................... m 11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11 e)............ . . . . 16 67 9 _ 196. 12 Total revenue — add lines 8 through 11 (must equal Part VIII, column (A), line 12)..... 751,133. 1,064,969. 13 Grants and similar amounts paid (Part IX, column (A), lines 1-3)...................... 14 Benefits paid to or for members (Part IX, column (A), line 4) ........................ . 480, 342. 292,869. 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10)..... N 16a Professional fundraising fees (Part IX, column (A), line 11e).......................... x b Total fundraising expenses (Part IX, column (D), line 25) 46,830. w 17 Other expenses (Part IX, column (A), lines 11a-11d, l 1f-24e)......................... 327, 446. 205 660. 807, 788. 498 529. 18 Total expenses. Add lines 13-17 (must equal Part IX, column (A), line 25)............. 56, 655. 566 440. 19 Revenue less expenses. Subtract line 18 from line 12................................ S Beginning of Current Year End of Year 710,194.. m e 20 Total assets (Part X, line 16)......................................................148,921. 67,352. 61,561. aro21 Total liabilities (Part X, line 26)...................... ..................... :_....... . 81,569.1 648,633. zJ 22 Net assets or fund balances. Subtract line 21 from line 20............................ Part B I Signature Block 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 (other than officer) is based on all information of which preparer has any knowledge. Signature Date Sign ofofficar Here ' Cara Pittenger Executive Dir. Type or print name and title Print/Type preparer's name Preparer's signature Date Check Lj if I PTIN Paid James A Simpson James A Simpson self-employed P01425325 Preparer Firm's name ' FINANCIAL TECHNOLOGIES & MANAGEMENT Use Only Firm'saddress ' 2935 E 96TH ST STE 216 Firm'sEIN 35-2138762 INDIANAPOLIS, IN 46240 Phoneno. (317) 819-0780 May the IRS discuss this return with the preparer shown above? See instructions . x Yes No BAA For Paperwork Reduction Act Notice, see the separate instructions. TEEA0101L 01/19/21 Form 990 (2020) EXH I B IT H CARMEL r SYMPHONY ORCHES i JANNA HYMES ARTISTIC DIRECTOR Board of Directors 2022-2023 Rob Schlegel Neumann -Schlegel -Burrows, LLC Chair Shannon Minnaar Homemaker Vice Chair Caleb Bullock Somerset CPAs Treasurer Jerry Torr Hamilton Title Secretary Luci Snyder Commercial Real Estate Consultant Past Chair Susan Anderson Creative Planner Director Adam Campagna Shiel Sexton Director Bruce Cordingley Pedcor Companies Director Adam Cox Cox Enterprises Director Bill Culpepper SePRO Corporation Director Rick Harrison SYM Financial Advisors Director Stan Hurt HVAC Distributor (ret.) Director Jamia Jacobsen American Behavioral Counseling Director Larry Lawhead Barnes & Thornburg LLP Director Muniver Singh Business Owner Director Reinhold Strnat Magnet -Physics Inc. Director Nancy Sutton Retired Director Dr. George Zack Lexington Philharmonic Orchestra (ret.) Director Kris Zaloudek Violin Teacher Orchestra Rep f Exhibit G CARSMEL YMPHONY ORCHESTRA JANNA HYMES ARTISTIC DIRECTOR City of Carmel Arts Grant Program Final Report 2021-22 One of the Carmel Symphony Orchestra's (CSO) greatest assets is the opportunity to perform at the Palladium as the Resident Orchestra, and we value this partnership with the Center for the Performing Arts. It raises the artistic level of the orchestra and is a significant factor in our financial and artistic growth and success. The CSO's 2021-2022 season, our 46th, marked the fifth season for Maestra Janna Hymes, our Artistic Director. Guest artists who performed with the CSO last season included: Leah Crane, the Beatles Classical Mystery Tour, Orion Weiss, Jon McLaughlin, Byron Stripling, and Edgar Meyer. As is the national trend, season ticket sales were down significantly still due to COVID and venue restrictions. We continued to retained sponsors from the canceled concerts the prior season along with continued support of sponsors from past seasons. During our 2021-2022 season, we were able to add two new outreach venues: Cedar Creek Winery in Martinsville, Indiana and Coxhall Gardens, part of the Hamilton County Parks and Recreation. Cedar Creek Winery had us venture out to a new location on the Southside of Indianapolis and included several concert attendees that had never heard of the CSO before. This created a new database of potential donors and ticket buyers to the CSO in the Palladium. Our collaboration with the Hamilton County Parks and Recreation created a concert to remember on Labor Day weekend with the highest amount of purchased tickets for the CSO for one concert totaling approximately 1600 paid tickets. Our hope is to continue a collaboration to continue to perform at Coxhall Gardens in the future, as we now know the approximate amount this venue can hold for future collaborations and how the orchestra can perform at the centerpiece within the park. The CSO was one of the only professional orchestras in the state, the country, and even the world to continue to perform through this pandemic, and for that we thank the City of Carmel, our sponsors, and donors for continuing to support our arts organization. We unfortunately had to postpone two concerts from the 2021-22 season to the 2022-23 season due to the outbreak of the Omicron variant. Luckily, the guest artists we had scheduled were very accommodating and willing to do this including the Harlem Quartet and Serpentine Fire: the music of Earth, Wind, and Fire. Traditionally, concerts expenses are paid for by the sponsors, donors, grants, and ticket sales. However, with continued COVID protocols, we still had a major downfall of the amount of tickets we were able to sell in the Palladium. This caused a continued gap between expenses and income for our concerts. Therefore, we used $100,000 of the city grant to cover those expenses. Because of community efforts to engage the orchestra in local activities, we spent 125,000 for musicians salaries as most of our concerts generated no income. The grant also assists in paying the salary of our Artistic Director and additional promotions by our media specialists. Finally, the orchestra is seeing tremendous growth, not only in our musicianship, but as well as leadership, administration, and board involvement. We continue to use this time to recalibrate our approach to sponsorships, individual donations, and ticket sales by creating a fresh interactive new website that encourages participation and donations while allowing us to gather contact information for further enhanced relationships. We have hired new staff to assist in the day to day operations and development of the CSO. We have added new board members who continue to help the CSO grow and be known in the Carmel community. The CSO continues to strive for excellence in the performing arts community, and to continue performing high quality performances for the City of Carmel and surrounding communities. RESOLUTION NO. BPW 01-18-23-11 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 ArtsGrant Central Indiana Dance Ensemble.docx1/9/202312:13PM 18th January ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and ef+4''X a c - It 1G (the Grantee"), is executed pursuant to the terms 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, , LL , an authorized representative of Grantee. have applied for a City of Y.arrmnel 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 $ 10,680 .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. 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 2 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 Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). 8. `Fear -end remedy. 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 program 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 14. Relationship of Parties. The relationship of the parties hereto shall be as provided for i-r tr.;s Agreement, bind neither Grantee nor any of its compensated officers, employees, contractors, subcontrac-Eors and/or agents are employees of City. The Grant araount 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 term 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 WIIEROF, the parties hereto have made and executed this Agreement as follows: cx d crl 9 e- C•Grantee") By: (Signature) Printed Name of Officer: ' ris a4 2! Q o_ Title: W Vj 04 1% s • Date: \\-2 L—(3)Q, CITY OF CARMEL ("Grantor") By: James Brainard, Mayor Date: 1/3/2023 ATTEST: Date: 1/3/2023 If you have any question concerning the City of Cannel's 2023 inns Grant Program, grant writing, guidelines or application materials, contact: Sharon Kibbe, City of Carpel, One Civic Square, Cannel, IN 46032, Phone: 317-571-2483, skibbeleicarmel.in.env. M Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: Le4 4A ! —LIJ' G tA RArt e- 45A 5 (A-L IC- Address:- _ _ Fax: w A)/,4 Contact Person:CA,1:5L,0,1._..— Email: ar b; L„ e it IVI APPLICATION AMOUNT: $ 3 & 50 0 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: P Ie&se. 5 c-e— /4--H--S_ Ex L, r+ , rf Additional pages may be added to Exhibit "A") Signature: , Printed Name of Officer: G tv - 4 9,.5 L Title:] Date: 1 Z 8.1 20.2 -2 5 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: Central Indiana Dance Ensemble Address: 4993 Deer Ridge Dr. N. Carmel, IN 46033 Telephone: (317) 844-7453 Fax: N/A Contact Person: Chris Bishop, CIDE Board of Directors VP/Grants Email: crbishop@gmail.com APPLICATION AMOUNT: $38,500 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: Central Indiana Dance Ensemble (CIDE), central Indiana's first pre -professional ballet company and Resident Company of The Center for Performing Arts, invites your investment of $38,500 to present our original, full-length production of Snow White for 3 shows during our 24th season, May 18th & 19th, 2024. CIDE was founded in 1999 by artistic director, Suzann DeLay. Following a successful professional career dancing with Sacramento Ballet and Pacific Northwest Ballet, Suzann moved to central Indiana and saw a need for a pre -professional ballet company. She founded CIDE to provide cultural and educational enrichment through the art form of classical ballet to aspiring dancers in the central Indiana community. From the inception of CIDE in 1999 to now, the company has grown from one ensemble of 10 dancers to 6 companies of over 60 dancers ages 8 to 18. CIDE has a proven track record of excellence, resulting in over 35+ alumni who have received college degrees in dance -related fields including performance, administration, and pedagogy. In addition, over 20 alumni have gone on to pursue successful dance careers with the nation's top dance companies including Pacific Northwest Ballet, Los Angeles Ballet, Nashville Ballet, Boston Ballet, and Cleveland Ballet. As we prepare to enter our 24th season, we have established ourselves as a leader in the central Indiana dance community. We are guided in our pursuit of excellence not only by our mission to provide cultural and educational enrichment to the Central Indiana community but by our company vision. Our vision is to: 1. Create ongoing education and dance training 2. Provide exceptional quality dance 3. Establish a strong public identity 4. Broaden audience acceptance and appreciation of dance 5. Reach audiences beyond traditional constituencies 6. Grow a solid financial base 7. Provide opportunities for children to perform full-length ballets in a public setting 8. Create a nurturing environment where children are taught the principles of dance In order to achieve our vision, CIDE provides an environment for aspiring young dancers to learn the art of ballet, rehearse both repertoire and full-length ballets, and perform in a pre -professional atmosphere. CIDE works diligently to provide high -quality training and performances to the central Indiana community. CIDE is a member company of the Ballet Alliance, an organization dedicated to raising the standards of American ballet through education, performance, and community engagement. In recent years, CIDE members have competed at the Youth America Grand Prix (YAGP) Indianapolis and Chicago Regional competitions, joining the world's largest global network of dance for aspiring dancers ages 9-19. Through this platform, CIDE dancers have received top awards. CIDE's home studio, Central Indiana Academy of Dance, was named "Most Outstanding School" by YAGP in 2012 and 2014. Additionally, we present a yearly summer intensive in which students study with guest instructors for two weeks in an environment that mirrors that of a professional company. Through these educational and performance opportunities, we are able to create a nurturing environment of dance training, which is a cornerstone of our vision. As a resident company of the Booth Tarkington Civic Theatre at the Center for the Performing Arts in Carmel, Indiana, CIDE presents two full-length classical ballet productions per year: The Nutcracker during the holiday season and an exciting storybook ballet, such as Snow White, in the spring. The full-length ballet productions presented Peter Pan, Sleeping Beauty, and Wizard of Oz in prior years. Students from all over central Indiana are invited to audition and participate in each of these performances. CIDE also presents one yearly repertoire performance titled Mixed Rep, consisting of classical and contemporary ballet works. All of these performances are presented in central Indiana and are open to our entire community. In our current 2022-2023 season — and due to a generous grant from the City of Carmel — CIDE will stage Alice in Wonderland on May 20-21, 2023. As we embark upon our 24th season, CIDE is thrilled to be bringing back a beloved favorite, Snow White, to the Tarkington stage. The original production of Snow White was originally choreographed in 2017 by Chelsey Bradley of Dance Wisconsin. All four of our artistic staff members are respected choreographers and instructors who bring a wealth of knowledge to our community. Suzann DeLay, CIDE's Founding Artistic Director, danced professionally with Sacramento Ballet and Pacific Northwest Ballet before founding CIDE in 1999. Michael Casey Clark, Co -Artistic Director, received his B.S. in Dance Performance with a Minor in Theatre from Ball State University. Ashley Jacobs, Co -Artistic Director, and Ballet Mistress is a founding company member of CIDE. She received her B.S. in Kinesiology with an emphasis on Dance Performance from Indiana University. Jillian Godwin, Assistant to the Artistic Directors, has trained with Chautauqua Institution School of Dance, American Ballet Theatre, and River North Chicago Company. Further information about each staff member is attached to 'Exhibit X. $7,000 of our funding request has been allocated toward staffing to provide artistic services for this production. In addition to obtaining the very best in artistic instruction, CIDE consistently brings in high -caliber guest artists. Guest artists appeal not only to our audiences but also give our aspiring company dancers strong role models in the field of dance to learn from. To obtain guest performers, we work closely with the Dance Department at Butler University, which was ranked third in the nation among college dance programs by College Magazine in 2019. These guest artists who are currently obtaining their BA in Dance at Butler bring a high level of professionalism to the Booth Tarkington stage. The expense to bring in (3) male guest performers is $6,000 In order to continue presenting the high -quality productions CIDE has become known for, we have found it necessary to update the costumes, lighting, backdrops, and sets of the production. We estimate the cost for these improvements at $18,000, allocated as follows: 3,000 toward costumes, $10,000 toward lighting, and $5,000 toward sets and backdrops. Originally choreographed and set in 2017, some of the costumes will need to be updated including the evil queen and many of the forest creatures that were not purchased for the first run of Snow White but rather came as fitting substitutes used in our other productions. An example of costuming can be found in Exhibit A. We work closely with Majestic Productions in Summitville, IN to design professional lighting which adds an extra element of magic to our performances. In addition to gorgeous backdrops which will be rented from Grosh Scenic Rentals in Evansville, IN Beyond the theatrical elements necessary for a performance, there are many expenses required behind the scenes to bring the magic of Snow White to life. The remainder of our request, 8,000, covers additional performance and operating expenses: $5,000 for theatre rental at the Booth Tarkington Civic Theatre, $500 for backstage workers, $1,000 for ticketing services, and 1,000 for advertising, printing, and publications. Our Spring Ballet performances bring over 1,200 audience members to view the performance live at The Booth Tarkington Civic Theatre at the Center for the Performing Arts. In addition to the mainstage performances, we will present a number of related outreach performances to the elderly and youth at venues such as PrimeLife, Barnes and Noble Carmel, and Carmel Library. These performances are free of charge and open to the public. At each outreach presentation, we will perform an abbreviated version of Snow White in full costume. Audience members will have the opportunity to ask questions and interact with the dancers following the performance. By performing outreach events in the months leading up to Snow White, we are able to reach approximately 450 Carmel residents who otherwise may not be able to experience the joy of ballet. Thank you for your consideration of our proposal. Your consistent and generous support has allowed us to bring the art of classical ballet to c ntral Indiana for 24 years. We look forward to contihuinh our pagMrship with the City pWayi&/) Officers: d"' Printed Name of O 5 L c 35 l Title: Co -Artistic Directors Date: November 26th, 2022 Additional pages may be added to Exhibit "A") Suzann DeLay, Founding Director Suzann Siler DeLay received her early dance training in California with Deane and Barbara Crockett, founders of The Sacramento Ballet. She went on to dance a variety of contemporary and classical roles while a member of The Sacramento Ballet. She also had a brief career with Pacific Northwest Ballet until injury forced her to retire. She has been fortunate to study with some of the master teachers of our time such as Violette Verdy, Robert Barnett, Robert Joffrey, Janet Reed, and David Howard just to name a few. Suzann appeared in several musicals including Princess and the Pea and LY'Abner. She has also appeared in several PBS specials in the California area. Suzann has taught, choreographed, and performed throughout the United States, including the official School for Sacramento Ballet, and occasionally teaches for the Contemporary Dance Department at Indiana University. She brings with her a vast knowledge of classical ballet and has taught Ballet, Pointe, Variations and Pas de Deux to students six through adult. She also specializes in a creative dance program for children ages three through six. She has been recognized with numerous awards for choreography works in ballet and contemporary. In 1999, Suzann founded the Central Indiana Dance Ensemble, which is successfully celebrating its 24th season. Alumni of Central Indiana Dance Ensemble have gone on to professional careers with Ballet West, Dayton Ballet, Pacific Northwest Ballet, Nashville Ballet II, Nevada Ballet, Boston Ballet, and North Carolina Dance Theatre. In addition, many alumni have been accepted with scholarships to top-level summer intensives, residencies, and universities. In 2009, she opened Central Indiana Academy of Dance to provide pre -professional training for the resident pre -professional company, Central Indiana Dance Ensemble, an honor company with Regional Dance America. In 2012 & 2014 Central Indiana Academy of Dance was awarded the Youth American Grand Prix "Outstanding School" Award. She has been honored by being on the cover of the December 2008 issue of Indianapolis Woman and was invited and attended the National Teachers Weekend at the School of American Ballet in 2010. She is the former President of the Mid -States Board of Directors of Regional Dance America. Trained in Cecchetti and Russian techniques, she was a student of the Crocketts for many years and is dedicated to carrying on their teachings. Suzann is an ABT® Certified Teacher, who has successfully completed the ABT® Teacher Training Intensive in Pre -Primary through Level 5 of the ABT® National Training Curriculum. Michael Casey Clark, Co -Artistic Director Michael Casey Clark is originally from Fishers, Indiana, Casey started dancing at the age of 19. He attended Ball State University graduating with a BS in Dance Performance with a minor in Theatre. While at Ball State, he was encouraged to attend dance classes and audition for the Ball State Performing Dance Company where he was accepted as an Apprentice. A year later he became a company member. While studying at Ball State, he also performed with the Anderson Young Ballet Theatre, directed by Lou Ann Young. He received many scholarships and was the first to receive the Lynette Jordan Schisla Scholarship. At Ball State, Casey developed his choreography skills. He was one of several students to have their works adjudicated and performed at the American College Dance Festival, representing Ball State. Casey also choreographed many musicals at Ball State. "Dancing at Laughnasa" was adjudicated and presented at the American College Theatre Festival. He was also voted Best Student Choreographer. Casey has studied and worked with many outstanding choreographers and master teachers including Gail Gilbert (David Parsons Dance Company), Franciose Martinett (Joffrey Ballet), Sylvia Waters (Alvin Ailey), Trinette Singleton (Joffrey Ballet), Luigi and Twyla Tharp, just to name a few. Summer of 2003, Casey was accepted to the Glenda Brown Choreography Project in Austin, Texas, where he worked with Margo Sappington. Casey attended this project as a choreographer where he was inspired to create eight dances in thirteen days. Casey is very excited to be expanding his teaching and choreography responsibilities at Central Indiana Academy of Dance. Casey would like to thank Suzann DeLay for her insight and astute knowledge she has shared with him. Casey is an ABT® Certified Teacher, who has successfully completed the ABT® Teacher Training Intensive in Pre -Primary through Level 3 of the ABT® National Training Curriculum. Casey also is certified to teach three levels of the Progressive Ballet Technique. Ashley Jacobs, Co -Artistic Director & Ballet Mistress Ashley Jacobs began her formal ballet training at the age of 10 with Suzann DeLay, and was a founding member of the Central Indiana Dance Ensemble. While with CIDE, she performed soloist roles such as the Sugar Plum Fairy, Snow Queen, and Rose in The Nutcracker, Alice in Alice in Wonderland, Cinderella in Cinderella, and Wendy in Peter Pan. While dancing Ashley attended summer programs with The Washington Ballet, Milwaukee Ballet, Boston Ballet, and American Ballet Theatre. Ashley attended the University of Utah as a ballet major, and in her sophomore year transferred to Indiana University to study in the Contemporary Dance Program, where she received the Jane Fox Dance Scholarship from the Kinesiology Department. While at IU she danced with The Ben Munisteri Dance Company of New York City, Connie Denapoli from Paul Taylor Dance Company, and The Liz Lerman Dance Exchange of Washington D. C. In addition to performing, she was a featured choreographer in IU's "Hammer and Nail 2008". She has choreographed for the Central Indiana Dance Ensemble and was recognized at the Regional Dance America - MidStates Festival held in Indianapolis. Ashley has taught at many local studios, including Indiana University's Pre -College Dance Program, and was an assistant teacher for the freshman dance major's modern class at IU. Ashley is currently a supervising teacher for Butler University's Ballet Department Pedagogy Major. Ashley graduated from Indiana University with a Bachelor of Science in Kinesiology with an emphasis on Dance Performance. Ashley is an ABTO Certified Teacher, who has successfully completed the ABTO Teacher Training Intensive in Pre -Primary through Level 5 of the ABTO National Training Curriculum. Ashley was also recently certified in all three levels of Progressing Ballet Technique. Jillian Godwin, Assistant to the Artistic Directors Jillian Godwin began her dance training in Indianapolis at Dance Magic Performing Arts Center and graduated from Broad Ripple High School, Center for the Performing and Visual Arts. While in high school, she competed in the Prelude Awards and was a finalist in the dance category in 2001 and 2003. Jillian danced as an apprentice for Dance Kaleidoscope for one season before she was promoted to dancer. She has also trained at Chautauqua Institution School of Dance in Chautauqua, New York, and American Ballet Theatre's Summer Intensive in Detroit. Jillian was accepted to River North Chicago Company's Summer Intensive, where she trained with Sara Bibik, Sherry Zunker and Laura Wade. She was one of only 33 dancers chosen nationally to attend the 10-day workshop. She was named one of Indy's top ten most intriguing artists in 2012. She also had the honor of sharing the stage with Michael Feinstein, Liza Minnelli, and Rita Moreno at the 2013 Encore Awards Celebration held at the Palladium. She has also spent time at the Graham School in NYC in 2015 and 2016 on scholarship during their winter intensives. Jillian's mother Donna, even in spirit, continues to feed her drive and passion for art, as well as her father Gregory, the DK family, and David H. Jillian just retired In October 2020 from the stage after 17 seasons with Dance Kaleidoscope. Examples f Cos#uminp from Snow White 2017 Central Indiana Dance Ensemble 24th Season Snow White Budget Choreography/Artistics Services 7000 Guest Artists 6000 Costuming 3000 Lighting /Audio / Visual 10000 Sets/Backdrops 5000 Theatre Rental 5000 Backstage Workers 500 Ticketing 1000 AdvertisindPrinting 1000 Total Funds Requested 38500 Exhibit B Central Indiana Dance Ensemble CIDE) November 2022 Central Indiana Dance Ensemble, Inc. Budget 2022 - 2023 July 2022 - June 2023 Income 40000 Direct Public Donations 40002 Contributions Received 40100 Corporate Contributions Total40002 Contn1wMansReceived 40610 Governmental Grants Total 40000 Meet Public Donafions 42000 Program Income 42100 Company Fees 42150 Sportswear Total 42100 Company Fees 42400 Summer Intensive Fees Total 4200OPiegw Income 42300 Special Events 42310 Ticket Sales 42311 Show Ticket sales 42314 Tea & Workshop tickets 42315 Workshop IotaL 42310 TteketSales 42350 Other Event Revenue Total42300 SpeeialEvents 43000 Fundraising Events & Programs 43010 Fundraising revenue Total 43000 Fundraising EYerds &-ptogram 46000 Other Income 48000 Investment Income Totallncome Cost of Goods Sold 50000 Cost of Sales Total Cost of Goods RcM GROSS PROFIT Expenses 62100 Professional Services 62110 Artistic Professionals 62114 CIDE staff 62119 Outside Choreographers 67210 Outside Teachers/Dancers Total 6211 a Aftffic PTQk889fin als 62115 Other Professional fees Total 62100 PiefesdanalSenrices 63000 Managerial / administration TOTAL 10,000.00 10,000_00 20,116.00 30,11fi 00 33,000.00 2,600.00 35,60000 35,000.00 70,600.00 77,800.00 2,000.00 500.00 s0,300.00 271800_00 1es, oue 13,000_00 13,000.00 2,02-9-00 39.00 223,880_00 2,965-00 2,965-00 220,91500 47,800-00 4,000.00 8,000.00 59,seesee 000-00 66,300-00 Tuesday, November 22, 2022 01:42 PM GMT-05:00 1/2 Central Indiana Dance Ensemble, Inc. Budget 2022 - 2023 July 2022 - June 2023 TOTAL 60900 Business Expenses 100.00 60910 Bank and Credit Card fees 23800 60920 Business Registration Fees 100.00 60930 Supplies 220.00 60940 Postage, Mailing Service 100.00 65120 Insurance - Liability, D and 0 350.00 65150 Software 1,020.00 68323 Meals & Entertainment 1,400.00 Total 630001Nanagefiall ada& straCon 3428-00 64100 Fundraising Expenses 11000-00 65000 Operations 60925 Membership Dues 2,100.00 62800 Facilities Rental 48,320.00 65001 Other Operating Expenses 550.00 65010 Non -Capitalized Costume Expense 5.400.00 65020 Advertising 3,500.00 65030 Printing and Publications 3,100.00 68300 Travel 2,050.00 68315 MSRBA/Festival 4000_00 Total 65000 apemwN 70,020-00 65070 Charitable Cont. & Scholarships 65074 Dancer Scholarships S,000-00 Iotal 66070 ChaMable Cont. &Sehola s 5,000.00 67000 Program/Show expenses 67203 Hired Performers 10,000.00 67218 Scenery 6,935.00 67310 Theatre Rental 17,722.00 67311 Lighting For Productions 25,500.00 67312 Other Program/Show Expenses 12,350.00 67648 Videos and taping 4,000.00 Iotal67000PiagramMewexpenses - 76i07_00 TotalExpenses 222,355-00 NET OPERATING INCOME 1,440 00 NET INCOME 1,44Q_89 Tuesday, November 22, 2022 01:42 PM GMT-05:00 2/2 Exhibit C Central Indiana Dance Ensemble CIDE) November 2022 State of Indiana Office of the Secretary of State CERTIFICATE OF INCORPORATION of CENTRAL INDIANA DANCE ENSEMBLE, INC. 1, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that Articles of Incorporation of the above Non -Profit Domestic Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Nonprofit Corporation Act of 1991. NOW, THEREFORE, with this document I certify that said. transaction will become effecti%-e Tuesday, August 29, 2000. STA7'Ai X a In Witness Whereof, I have caused to be affixed my signature and the sea[ of the State of Indiana, at the City of Indianapolis, August 29, 1-000. SUE ANNE GILROY, SECRETARY OF STATE 2000093000390 `000(183ot8y u Page 4 Of 50 CertificateID:14209695 Exhibit D Central Indiana Dance Ensemble CIDE) November 2022 INTE44,TAI, REVENUE SERVICE P. O. SOIL 2509 CINCtMATI, OH 45201 Date: AUG 3 4 M Z7342XIINDEULNNA INDIADANCE ENSEMBLE INC IN 46033-9486 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 35- 2119055 DLN : 17053218732035 Contact Person: THOMAS C KOESTER ID# 31116 Contact Telephone Number: 877) 829-5500 Public Charity Status: 509( a)(2) Our 1 tter dated January 2001, stated you would be exempt from Federal incom: tax under section 501(c)(3) of the Internal Revenue Code, and you would be t4ated as a public charity, rather than as a private foundation, during an advance ruling period. Based on the information you submitted, you are classified as a public charity under the Code section listed in the heading of this letter. Since your exempt status was not under consideration, you continue to be classified as an organization exempt from Federal income tax under section 501(c).(3) of the Code. Publication 557, Tax -Exempt Status for Your Organization, provides detailed info ° tion about your rights and responsibilities as an exempt organization. You request a copy by calling the toll -free number for forms, 800) 1829-3676. Information is also available on our Internet Web Site at www. irs.gov, i If you have general questions about exempt organizations, please call our toll - free number shown in the heading between 8:30 a.m. - 5:30 p.m. Eastern time. , Please keep this letter in your permanent records. Sincerely yours, D Lois Lerri@r Director, Exempt Organizations Rulings and Agreements Letter 1050 (DO/CG) t Indiana Department of Revenue Indiana Government Center North Indianapolis, Indiana 46204 Indiana Not —For —Profit Tax Registration Certificate This certificate may not be used to collect sales tax) Form NFP-1 StateForm Date Issued Taxpayer ID No. R/ 9-02) 12/13/2002 0108640361 000 1 11110IIl1111111fil1101111111U11111111111III IN011111111111111111 X I Organization exempt from payment CENTRAL INDIANA DANCE ENSEMBLE INCORPORATED of Sales Tax. 1142 LINDEN LN CARMEL, IN 46033-9486 Organization not exempt from sales tax. S AL S-TAK MP'1"__-____------- Letach Here) This Taxpayer Identification Number (TID) may be used in making purchases exempt from sales tax, provided the merchandise is to be used for purposes as explained in Information Bulletin 10. This Taxpayer Identification Number TID) may be used on Sales Tax Exemption Certificates(ST-105) when making qualified purchases. I. Purchases by Not -For -Profit Organizations A. Purchases for own use In order to qualify for Sales Tax exemption on purchases as a not -for -profit organization, the following conditions must prevail: 1. The organization must be named or described in I.C. 6-25521 This includes organizations organized and operated exclusively for one or more of the following purposes: Religious Fraternal Literary Charitable Educational Civic Scientific 2. Also included are the following specifically named not -for -profit organizations: Labor Unions Public Schools Licensed Hospitals Parochial Schools riiS--------•-------------------------------------------------------•----------- Churches Pension Trusts Monasteries Business Leagues Convents S-Ludeut°Cooperadve. Housiiig 3. The article purchased must be used for the same purpose as that for which the organization is being exempted_ Purchases for the private benefit of any member of the organization or for any other individual are not eligible for exemption. Purchases used for social purposes are never exempt. 4. The fact that an organization is being exempted by the Federal Government or by the State of Indiana for Sales Tax purposes does not necessarily mean that a purchase made by a not -for -profit organization is exempt. B. Purchase for resale Tangible personal property purchased for resale by not -for -profit organizations is eligible for Sales Tax exemption. C . Purchases by social organizations Purchases of tangible personal property by organizations organized and operated predominantly for social purposes are not exempt. If over fifty percent (50%) of its expenditures are for. or related to, social activities such as food and beverage services, golf courses, swimming pools, dances, parties, and other social activities, the organization will be considered to be predominantly organized and operated for social purposes. If the organization has been classified as a social organization or a water corporation, this Taxpayer Identification Number TID) MAY NOT be used for exemption from sales tax on items purchased for the purpose of the organization. Exhibit E Central Indiana Dance Ensemble CIDE) November 2022 STATE OF MIANA ) SS: COUNTY OF H A--m i L7ytJ ) AFFIDAVIT I, &A, &-a ekA( , an authorized representative of CE U l OL SNaJ AQA N P ci' C -("Grantee"), 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 $ Signature Printed Name FDRQOV-E QEti p Subscribed and sworn to before me, the undersigned Notary Public, this day of DV& -,)I -tE-0-? , 202_2_. t01SAi1 DIeiELlO rNotaryPuNic - Seal State of Indiana Hamilton County Signature - ta6 Public My Commission Expires Jul 20, 2023 Printed Name- SEAL] Resident of County, Indiana My Commission Expires: Central Indiana Dance Ensemble, Inc. Balance Sheet As of June 30, 2022 TOTAL AS OF J U N 30, 2022 AS OF JUN 30, 2021 (PY) ASSETS Current Assets Bank Accounts 156,714_88 1K4WA4 Other Current Assets 13000 Gift Shop Inventory 778.88 2,270.78 Total OdwCuaentAssets TIU8 2,270.78 Total Current -Assets - — 157,493,76 156,701.92 Fixed Assets 15000 Furniture and Equipment 17,424.08 4,529.08 15200 Costumes 68,071.33 64,508.83 16000 Accumulated Depreciation 68,355.15 66,704.15 TotalFicedAssets 17+140.26 2,333.76 TOTALA&SEIS - f24A34-02 - 159.035-68 LIABILITIES AND EQUITY Liabilities Current Liabilities Other Current Liabilities 23000 Unearned Revenue 0.00 0.00 23300 Company Fees prepayments 26,219.00 31,915.57 23400 Unearned Grant Funds 13,350.00 15,000.00 Total23000 llneamet! flewnue 39,Z69.00 46,915 57 Tonal Oats[ cunem 1 39,569.00 -- 401W Total Eunentl'#s Tote Equity 32000 Unrestricted Net Assets 33000 Friend Restricted Net Assets Net Income IotalEquity TOTAL LIAB M-SANDEQUJIY 391569M $40MM W69.60 $46,9MM 94,871.49 17,248.62 22,944.91 135,06&02 174,634_02 83,857.35 15,704.62 12,558.14 112T12011 Cash Basis Tuesday, November 22, 2022 01:47 PM GMT-05:00 1/1 Central Indiana Dance Ensemble, Inc. Profit and Loss July 2021 -June 2022 Income 40000 Direct Public Donations 40002 Contributions Received 40201 Gifts in Kind - Goods 40610 Governmental Grants Iotal 40000 Direct Pub Donafians 42000 Program Income 42100 Company Fees 42400 Summer Intensive Fees Total42000Pxagmm lneome 42300 Special Events 42310 Ticket Sales 42350 Other Event Revenue Iotal 42300 SpeetalFErents 43000 Fundraising Events & Programs 43010 Fundraising revenue Iotal 43000 Fundrafstng Events &Programs 46000 Other Income 48000 Investment Income Cost of Goods Sold 50000 Cost of Sales Total Cost of Goods Said GROSS PROFIT Expenses 62100 Professional Services 62110 Artistic Professionals 62114 CIDE staff 62119 Outside Choreographers 67210 Outside Teachers/Dancers Total 62110Arffsffic RrofesCknals 62115 Other Professional fees 63000 Managerial / administration 64100 Fundraising Expenses 65000 Operations 60925 Membership Dues 62800 Facilities Rental 62810 Equipent Depreciation TOTAL JUL 2021 -JUN 2022 19,711 96 25,086 44,892 37,597 35,573 73,160 87Y637 27.157 114,794 23 857 23,857 U38 39 980 4,276 4,276 253,704 46,499 3,093 16,845 66,437 7,202 73,639 3,757 13,972 1,075 38,690 461 JUL 2020 - JUN 2021 (PY) 32,896 377 20,118 53,391 28,168 58,041 86,209 35,073 21=0 56,293 11,426 11,426 3,018 435 210.771 3,515 3,515 207,2-56 7P-TM 8,000 7,424 87 960 6,928 K897 L969 11,713 980 42,299 24 Cash Basis Tuesday, November 22, 2022 01:46 PM GMT-05:00 1/2 Central Indiana Dance Ensemble, Inc. Profit and Loss July 2021 -June 2022 TOTAL JUL 2021 -JUN 2022 JUL 2020 - JUN 2021 (PY) 65001 Other Operating Expenses 552 1*917 65010 Non -Capitalized Costume Expense 2,923 8,090 65011 Deprec Expense -Costumes 1,190 1,656 65020 Advertising 1,904 893 65030 Printing and Publications 3,697 72 66300 Friends of CIDE expenses 123 251 68300 Travel 2,611 1,229 68315 MSRBA/Festival 2,,465 S7 Total 65000 Operat%ens 55,681 57y375 65070 Charitable Cont. & Scholarships 65071 Scrip Scholarships 1 65074 Dancer Scholarships 3,820 4,395 Total 65070 Chan -table Cont. &Scholarships 3,820 4,396 67000 Program/Show expenses 67203 Hired Performers 8,550 3,000 67218 Scenery 5,421 6,146 67310 Theatre Rental 16,217 14,431 67311 Lighting For Productions 25,309 16,335 67312 Other Program/Show Expenses 20,409 3,766 67648 Videos and taping 3,985 4,160 Iotal 67000 PmVramEShow expenses 7"91 47y838 ToWhgenses -- - - - - 230.759 218,i78 NET OPERATING INCOME 22*945 10,922 Other Income 47000 Extraordinary Income 23,480 Total Otherineome e 23,489 NET OTHER INCOME 0 23,480 NET INCOME 2P,945 M-558 Cash Basis Tuesday, November 22, 2022 01:46 PM GMT-05:00 2/2 OMB No. 1545-0047 Form Return of Organization Exempt From income Tax Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) Department of the Treasury Do not enter social security numbers on this form as it may be made public. Internal Revenue Service Go to www.irs.gov1Form990 for instructions and the latest information. 20021 A For the 2021 calendar year, or tax year beginning Jul 1 , 2021, and ending Jun 30 , 2022 B Check if applicable: C Name of organization CENTRAL INDIANA DANCE ENSEMBLE D Employer identification number Address change Doing business as 35-2119055 Name change Number and street (or P.O. box if mail is not delivered to street address) Room/suite E Telephone number Initial return 1 4993 DEER RIDGE DR N 1 1 (317) 844-7453 Final return/ terminated City or town, state or province, country, and ZIP or foreign postal code Amended return CARMEL, IN 46033 G Gross receipts $ 257,980. Application pending F Name and address of principal officer: H(a) Is this a group return for subordinates? Yes X No Erica McNary, 4 993 DEER RIDGE DR N Carmel IN 46033 H(b) Are all subordinates included? Yes No I Tax- exempt status: © 501(c)(3) 501(c) ( ) A (insert no.) 4947(a)(1) or 527 If "No," attach a list. See instructions. J Website: trww. Cidedance. o rcf H(c) Group exemption number IN- K Form of organization: n Corporation Trust Association n Other L Year of formation: 2 0 0 0 M State of legal domicile: IN Summary 1 Briefly describe the organization's mission or most significant activities: CITE is ¢t cted to jmvl4 culhiealand edxating e i:i ntothe Central I"Comuj ty. CIDE will _ resent dance performances and provide a vehicle for children to be trained in dance rinciples andt_ve_them the opportunity to perform__ - a 2 Check this box if the organization discontinued its operations or disposed of more than 25% of its net assets. 0 3 Number of voting members of the governing body (Part VI, line 1 a) . . . . . . . . . 3 12 4 10 ad 4Numberofindependentvotingmembersofthegoverningbody (Part VI, line 1 b) m 5 Total number of individuals employed in calendar year 2021 (Part V, line 2a) 5 0 6 50 6 Totalnumberofvolunteers (estimate if necessary) . . . . . . . . . . . . . . a 7a Total unrelated business revenue from Part VIII, column (C), line 12 . . . . . . . . 7a 0 - 7b 0. b NetunrelatedbusinesstaxableincomefromForm990-T. Part I, line 11 Prior Year Current Year 77,853. 45,461. d 8Contributionsandgrants (Part VIII, line 1h) . . . . . . . . . . . . 143, 671. 187,967. d9 Programservicerevenue (Part VIII, line 2g) . . . . . . . . . . . 10 Investment income (Part VIII, column (A), lines 3, 4, and 7d) . . . . . . 435. 39. 3 063 . 6 365. 11 Otherrevenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) . . . 218 896. 239,832. 12 Totalrevenue —add lines 8 through 11 (must equal Part Vill, column (A), line 12) 13 Grants and similar amounts paid (Part IX, column (A), lines 1-3) . . . . . 4,396. 3,820. 14 Benefits paid to or for members (Part IX, column (A), line 4) . . . . . . 71,713. 354791. 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) c 16a Professional fundraising fees (Part IX, column (A), line 11 e) . . . . . . CL b Total fundraising expenses (Part IX, column (D), line 25) 0. x 17 Other expenses (Part IX, column (A), lines 11 a-11 d, 11 f-24e) 130,505. 177,276. 206,614. 216,887. 18 Totalexpenses. Add fines 13-17 (must equal Part IX, column (A), line 25) 12,282. 22,945. 19 Revenuelessexpenses. Subtract line 18 from line 12 o Beginning of Current Year End of Year 20 Total assets (Part X, line 16) . . . . . . . . . . . . . . . . 159,036. 174,634. H a" , 21 Total liabilities (Part X, line 26) . . . . . . . . . . . . . . . . 46,916. 39,569. zLL 22 Net assets or fund balances. Subtract line 21 from line 20 112,120.1 135,065. c:......+..,, rar.... r. 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 (other than officer) is based on all information of which preparer has any knowledge. Sign , Signature of officer Date Here BROOKE BENEDETTI, TREASURER _ Type or print name and title Paid Print/ Type preparer's name Preparer's signature Date Check X if PTIN Tamara E Hall Tamara E Hall 111/22/20221 self-employed P00187577 Preparer Use Only Firm'sname TAMARA E MALL CPA Firm'sEIN 10-82-3141705 Firm'saddress 1514 PRESTWICK CIRCLE CARMEL IN 46.032 1 Phoneno. 317 371-8062 May the IRS discuss this return with the preparer shown above? See instructions ® Yes No For Paperwork Reduction Act Notice, see the separate instructions. BAA REV 07/25/22 PRO Form 990 (2021) Exhibit F Central Indiana Dance Ensemble CIDE) November 2022 1NA DANCE ENSEMBLE MembasofRegional Dance : minion Mid - States Regional BalletA-mclation - Juror Compsay A 501(c)(3) not4br profft oTpoization Ashley Jacobs & Michael Casey Clark Co - Artistic Directors Suzami DeLay Founding Artistic Director BOARD OF DIRECTORS Executive Board Michael Casey Clark - Co -Artistic Director & Rehearsal Director Ashley Jacobs - Co -Artistic Director & Ballet Mistress Erica McNary - President Chris Bishop - Vice President Dawn Stapert - Secretary Tami Hall - Executive Treasurer Brooke Benedetti -Assistant Treasurer Members at Lame Brittany Hillbish - Friends of CIDE Kitty Bishop - Friends of CIDE Shelby Lewis Megan Keyser Advisory Board Suzann Delay Kenton Hillbish, MD Exhibit G Central Indiana Dance Ensemble CI DE) November 2022 CIDE 2021 = 2022 Year -End Report 6.31.2022 Central Indiana Dance Ensemble Carmel, IN 46033 We want to express our sincere gratitude for your support for a successful 22nd year for Central Indiana Dance Ensemble (CIDE). This past season was our second full year filled with pandemic safety measures and protocols. While we have always put the health of our dancers, staff, volunteers, and artistic directors first — we ultimately celebrated the easing of "on-stage" safety measures. Early on our CIDE board decided that the health of our dancers, staff, volunteers, and the artistic staff was paramount. We took the lessons learned from a tumultuous 2020-2021 year and applied them to a full slate of live shows for our 22nd year. As 2021 progressed CIDE realized that not only could we perform live shows but with additional choreography changes we could perform maskless for our audiences for the first time since before the pandemic. Mitigation efforts were still strictly maintained for the health of our dancers backstage and during rehearsals, and our audience protocols were dictated by the theater operators we worked with. Ultimately, our dancers, families, and patrons rewarded this decision with healthy attendance across all of our shows. We also continued to provide online and streaming access to our shows for audience members who were unable to join in person. In the Spring of 2022, we were able to produce, with substantial support from the City of Carmel (See Year End Budget Report on next page and attached brochure and marketing) the Cinderella production at the Tarkington theater. Despite changing safety protocols for our dancers and patrons, CIDE was again met with incredible support from those that watched live and via streaming. Thank you for everything you have done to assist with CIDE's continued success. Full of Appreciation, Ashley a bs CPrtisticDirector ti Michael Casey Clark, Co -Artistic Dir ctor 2 Central Indiana Dance Ensemble Cinderella Ballet Performance May 21- 22, 2022 Amount of award: $14,600 Amount Amount Requested Spent Professional Services: Artistic Staff 6,000 6,000 Guest Coach 1,250 Subtotal 7,250 61000 Programn/Show Expenses: Theatre Rental 5,000 3,876 Costuming 2,500 256 Lighting 8,000 8,000 Sets & Backdrops 2,000 2,000 Hired Performers 1,500 1,500 Backstage workers 550 Sub total 19,550 15,632 Operating Expenses: Ticketing 2,000 2,000 Advertising 2,500 Printing and Publications 1,000 1,000 Subtotal 5,500 3,000 Total Requested and Spent 32,300 24,632 RESOLUTION NO. BPW 01-18-23-12 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 ArtsGrantGregory Hancock Dance Theatre.docx1/9/202312:12PM 18th January 171 1 a i AAA 1 14 t I -fie7: I AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and Gregory Hancock Dance Theatre (the Grantee"), is executed pursuant to the terms 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, Kirsten Ferger , 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 $ 56,960.00 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. 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 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 Carmel 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 fluids 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 program 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 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 term 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 W IEROF, the parties hereto have made and executed this Agreement as follows: Dance Theatre Signature) Printed Name of Officer ten Ferger Title: President, Board of Directors Date: 11/23/2022 CITY OF CARMEL ("Grantor") James Brainard, Mayor Date: 1/3/2023 ATTEST: Date: 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 Civic Square, Carmel, IN 46032, Phone: 317-571-2483, ski_bhe@carme1.in. ov. 4 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: Gregory Hancock Dance Theatre Address: 329 Gradle Drive Carmel, Indiana 46032 Telephone:317-844-2660 Fax: NA Contact Person: Kirsten Ferger Email: kferger.ghdt@gmail.com APPLICATION AMOUNT: $ lao O ea DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: Gregory Hancock Dance Theatre (GHDT) is requesting finds to help underwrite 2023 perational expenses. As a resident company in Carmel, funding sources from Marion aunty are less likely to be granted. By performing at The Center for the Performing Arts, FHDT strives to offer Carmel and Indiana audiences, opportunities to experience rofessional dance through the exciting and brilliant theatrical performances of GHDT. The xpense of producing professional dance concerts is high with competitive artistic and chinical salaries a priority. Additional funding from the community, foundations, grants, nd admissions are used to cover production costs for all concerts througout the season. Additional pages may be added to Exhibit "A") Signature: (_ . Printed Name of Offic r: Kirsten F er Title: President, Board of Directors Date: 11/23/2022 5 EXHIBIT A DESCRIPTION OF PROPOSED USE OF FUNDS Gregory Hancock Dance Theatre (GHDT) is requesting funds to help underwrite 2023 operational expenses. With the move to Carmel, funding sources from Marion County are less likely to be granted. By performing at the Center for the Performing Arts, Gregory Hancock Dance Theatre strives to offer Carmel, Hamilton County and Central Indiana audiences, opportunities to experience professional dance through the exciting and brilliant theatrical performances of GHDT. The expense of producing professional dance concerts is high with competitive artistic and technical salaries being the number one expense. Paid artists are a priority for the company. Additional funding from the community, foundations, grants, and ticket sales are used to cover production costs for all concerts throughout the season. GHDT is requesting an increase in funding for 2023 to pay competitive artistic salaries, hire male dancers, and cover the rising cost of operational expenses, including utilities, insurance, and rent. The increase in funding will also be used to produce new works which will include The Music of LA CASA AZUL with the Carmel Symphony Orchestra at The Palladium, and a new program celebrating Hispanic culture, DIA DE LOS MUERTOS at The Tarkington. New programs are costly to produce as they require new costumes and sets. Along with the new works, GHDT will present classic works from the company's vast and diverse repertoire. GHDT has been fortunate to receive support from the Christel DeHaan Family Foundation for numerous years. Christel DeHaan requested that her foundation be dissolved upon her passing. However, she selected GHDT among a small group of recipients to apply for a Legacy Grant, which will be in the form of the establishment of an endowment for GHDT, if awarded. While this will assist in GHDT's longevity, it will cause a loss of strong funding in 2023. Increased funding from the City of Carmel will also assist in covering this deficit. Listed below is the breakdown of the proposed use of funds for 2023. PROPOSED USE OF FUNDS FOR 2023 CITY OF CARMEL ARTS GRANT EXPENSES AMOUNT PERCENTAGE Artistic Salaries/taxes 43 341 43.34% Tech/contract labor 20 880 20.88% Production Costs 13 318 13.32% Costumes 2,709 2.71 % Marketing/Promotion 6,411 6.41% Studio/Rehearsal Space Rent 7,246 7.25% Utilities 1,129 1.13% Admi-nistrative/Insurance/Accounting 3 860 3.86% Operational Expense 993 0.99% Other 113 0.11 % TOTAL 100 000 100% GHDT will celebrate 2023 with new stories and original choreography, created by Executive Artistic Director Gregory Hancock. GHDT's 2022 season included four new concerts, which were presented at The Tarkington at the Center for Performing Arts. Listed below is GHDT's performance schedule for 2023 that continues to celebrate the company's 25the Anniversary Season. NEW WORLD DANCES Weekends Febru 11 — 26 2023 The Florence at The Academy of GHDT - During the challenges of the pandemic, GHDT continued to find unique ways to present its art. New World Dances is a retrospective of Dances for a New World Parts I, II, and III, choreography created during the pandemic. ILLUMINATION April 7 — 8, 2023 The Tarkington - Dances inspired by faith and hope from GHDT's repertoire highlighting the company's 25-year history. POP- UP CONCERT at The Florence — TBA G2 in CONCERT — the pre -professional, student ensemble at The Florence - TBA DIRECTOR'S CHOICE June 9 —10, 2023 The Tarkington — More classic repertoire showcasing 25 seasons of GHDT. THE MUSIC OF LA CASA AZUL with The Carmel Symphony Orchestra A.ug:ust 5, 2023 The Palladium — A Concert Version of Gregory Hancock's Emmy Award winning musical based on the life of Mexican artist, Frida Kahlo. DIA DE LOS MUERTOS October 27-28.2023 The Tarkington — A new program celebrating Hispanic culture. THE NUTCRACKER December 1-2, 2023 Pike Performing Arts Center — Student Production WINTER DANCE FEST at The Florence - TBA GHDT is honored and grateful to receive financial support from the City of Carmel. We greatly appreciate the opportunity to be considered for an increase in funding for 2023, to provide competitive salaries, hire 2 additional male dancers, present new works, and meet the financial demands of price increases in operational expenses. Ongoing, strong support from the City of Carmel is vital for GHDT to continue to offer ground -breaking performances and world premiere works to Central Indiana audiences. GHDT supports Mayor Brainard's mission of cultural diversity by creating and performing artistic works from a variety of cultures, collaborating with local cultural organizations, and rnaintauung professional networks with a variety of individuals and groups throughout the world. 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O. w N u] R Y LL 3O U' E u E a m2 O Q Q c S CO Ti L C O N W OS. O Y O G C Q O Z O Q O O11LL0. Q CQ O LU Z Q Z U lJ C N Y Q VI Q C Oo O0 o0 00 00$ 0 0 O o aa oo 0O 0 0o0 0 0 0$ o O O 00 OO 00 0 0 0 0 0 O 0 0$ 8 O R O O ON OO OO O O O Ott 0N 0N 0O O Q p O 0 O y O OO OO OO O ON OIl O OO OlD Oeg NNe^iN OatVI Q-IN QH TVI tNiN N ON R1to Q-IN NN IV1V1 in aN tiN R MNLf tiN IffN N RIUl aM atiM v1N cfiA tiIn riIA b N N 0 0 0$ g 0 0 0o o O o $ o C 0 o 0 N IA V1 VIVF V N N V1 8 O 0 0 O O O0 p o O O 0 0 oov 0 0 O O$ 0 $ O O O O O 0 O O 4 0 tON 0 0$ o nN Q$ o Gov o g{ o Yt 0 0 0 o LqN uoiC 00$ 1 L 1 W Z Z hZ Y a Q 2 w O 3 u 0 N 1 Q z Y WV] Z k W Z ax E si N U U' F U W 1Y H 4- Q LL mo O U K C7 Q m l7 O SS-0O2 Rev. 2-80 State Form 39721 STATE OF INDIANA OFFICE OF THE SECRETARY OF STATE To Whom These Presents Come, Greeting: CERTIFICATE OF INCORPORATION INDIANAPOLIS DANCE COMPANY, INC, EVAN BAYH I, MXMX)6XXM , Secretary of State of Indiana, hereby certify that Articles of Incorporation of the above not - for -profit corporation, in the form prescribed by this Office, prepared and signed in duplicate by the Incorporators) and acknowledged and verified by the same before a Notary Public, have been presented to me at this office accompanied by the fees prescribed by law; that I have found such Articles conform to law; that I have endorsed my approval upon the duplicate copies of such Articles; that all fees have been paid as required by law; that one copy of such Articles has been filed in this office; and that the remaining copy(ies) of such Articles bearing the endorsement of my approval and filing has (have) been returned by me to the incorporator(s) or his (their) representatives; all as prescribed by the Indiana Not -For -Profit Corporation Act of 1971. NOW, THEREFORE, I hereby issue to such Corporation this Certificate of Incorporation, and further certify that its corporate existence has begun. EVM In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this 26TH day of Deputy y ', r ARTICLES OF INCORPORATION State Form 4162R31Corporate Form No. 364-1 (January 19871 FREDArticlesofIncorporation (Not -for -Profit) raga i:. Prescribed by Evan Bsyh, Secretary of State of Indiana IND. SECRETARY OF STATE, Instructions: -Use 8'W x 11 inch paper for inserts ANNUAL- REPORTS MUST BE FILED WITH THIS OFFICE Present 2 executed copies to: BY THE LAST DAY *F-FEBRUARY-OF EACH YEAR. SECRETARY OF STATE , , , r. r FILING FEE IS $26.00 Room 155, State House Indianapolis, Indiana 46204 For tax exempt status, Nat -For -Profit Corporations must qualify with both the Internal Revenue Service and the Indiana RECORDING IS NO LONGER REOUfRED. Department of Revenue. ARTICLES OF INCORPORATION OF INDIANAPOT,IS DANCE COMrANTY, INCORPORATED Complete name as will be shown in Ariicle 1) The undersigned incorporator or incorporators, desiring to form a corporation (hereinafter referred to as the "Corporation")pursuant to the provisions of the Indiana Not -For -Profit Corporation Act of 1971 (hereinafter referred to as the "Act"), execute the following Articles of Incorporation: ARTICLE I Name The name of the Corporation is (The name MUST Include fhe ward "Corporelian" or "Incorporated." Or one at the abbreviations thereof): INDIANAPOLIS DANCE COMANY INC. ARTICLE II Purpose purposes for which the Corporation Is formed are: The purposes of the corporation are exclusively charitable, educational and civic, and will be accomplished by furthering the appreciation of the performing, arts, especially dance, •- through performances, education, and training, together with providing an opportunity for those persons in the performing arts and related areas to realize creative -endeavors, - especially in conjunction with dance. No substantial part of the activities of this corporation will be to carry on propaganda or otherwise attempt to influence legislation; or to participate in, or intervene in _ including the publishing and issuing of statements), any political campaign on behalf of any candidate for public office. ARTICLE III Period of Existence The period during which the Corporation shall continue Is: The period will be perpetual unless olherwlse specified) Perpetual ARTICLE IV Resident Agent and Principal Office SECTION 1 Resident Agent. The name and address of the Corporation's Resident Agent for service of process are: Greg Hancock Name 4619 Somerset Way South Address (street or building and city) Zip Code Carmel-, Indiana Indiana 46032 SECTION .2 PrincipaT Office, The post office address of the principal o rce of the Corporation Is: ap code P. 0. Box 30345, Indianapolis, Indiana Indiana 46230 ARTICLE V Membership A minimum of'one (1) person shall have signed the membership flat. (Directors or Trustees or Incorporators may be included In the membership.) There shall be two (2) classes of membership, which shall be called Charter Members (those individuals who are -members of the corporation on the date of incorporation), and General Members (those individuals who become members of the corporation after the date of in- corpotation. STATE OF INDIANA OFFICE OF THE SECRETARY OF STATE ARTICLES OF AYMMIDMENT t T . c I c; S' a tc.: T je fl -i 8 o'. . - -11 f L---L fU—f:-ce5 ic ; INDIANAPOLIS DANCE COMPANY, INC. L At L I c 1, e S a V L, Li Lhe pine-Larla, as alpell4—! rovivi toils t -e llm.,o s f c-f 1-- a cc- poration. is GREGORY HANCOCK DANCE THEATRE, INC. (GHDT) T T 77' A 1 T 77 (2 T n f C t f C t ITU -1 Z:. t e 0- 33; 7, SUE ANNE GILROY, Secretary State ARTICLES OF AMENDMENT T v T FE AR-111CLES OF INCORPORATION (NONPROFIT) State Form 4161 (R8 / 6-95) / Corporate Form No. 364-2 (May 1988) S Approved by State Board of Accounts 1995r„e INSTRUCTIONS: Use 8 112"x 1 f " white paper for inserts. Present original and two (2) copies to address in upper right comer of this form. Please TYPE or PRINT. Upon completion of filing the Secretary of State will issue a receipl. ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION SUE ANNE GILROY SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington St., Rm. E018 Indianapolis, IN 46204 Telephone: (317) 232-6576 Indiana Code 23-17-17-1 et seq. FILING FEE: $30.00 The undersigned officer of the Nonprofit Corporaton named in Article 1 below (hereinafter referred to as the "Corporation') desiring to give notice of corporate action effectuating Amendment(s) to the Articles of Incorporation, certifies the following facts: Corporation exists pursuant to: {check The Indiana Not -For -Profit Corporation Act of 1971 (IC 23-7-1.1) as amended_ Indiana General Not -For -Profit Corporation Act (approved March 7, 1935) Indiana Nonprofit Corporation Act of 1991 (IC 23-17-1) as amended SECTION 1: The name of the Corperaiion is: _ Indianapolis Dance Company, Inc. SECTION 2: The date of incorporalion of the Corporation is: August 26, 1987 SECTION 3: The name of the Corporation following this amendment to the Articles of Incorporation is: Gregory Hancock Dance Theatre, Inc. (GHDT) SECTION 4 The exact text of A. ids (s) of the Articles of Incorporation is now as follows. No change (name change only) ! i SECTION 5 The date of adoption of the amendment to the Article(s) was January 12 199 7 SECTION 1: Action by Board of Directors The Board of Directors duly adopted a resolution proposing to amend the Article(s) of Incorporation: (select one) Kl At a meeting held on January 12 , 19 97 , at which a quorum of such Board was present. By written consent executed on 19 , 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 re fired. Yes No The Amendment(s) were approved by a person other than the members, and that approval pursuant to Indiana Code 23-17-17-1 was obtained. 11 Yes No IF APPROVAL OF MEMBERS WAS REQUIRED: MEMBERS OR DELEGATES TOTAL ENTITLED TO VOTE AS A CLASS j 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 Officer Printed name of Officer Rowland Parsons Title of Officer President, Board of Directors D Internal Revenue Service District Director Date: November 23, 1999 Indianapolis Dance Company, Inc. G.H.D.T P.O. Box 30345 Indianapolis, IN 46230-0345 Dear -Sir or Madam. Department of the Treasury P. O. Box 2508 Cincinnati, OH 45201 Person to Contact: Steve Miliano 31-04024 Customer Service Specialist Telephone Number: 877-829-5500 Fax Number: 513-263-3756 Federal Identification Number: 35-1722088 This letter is in response to your request for a copy of your organization's determination letter. This letter will take the place of the copy you requested. Our records indicate that a determination letter issued in February 1988 granted your organization exemption from federal income tax under section 501(c)(3) of the Internal Revenue Code. That letter is still in effect. Based on information subsequently submitted, we classified your organization as one that is not a private foundation within the meaning of section 509(a) of the Code because it is an organization described in section 509(a)(2). This classification was based on the assumption that your organization's operations would continue as stated in the application. If your organization's sources of support, or its character, method of operations, or purposes have changed, please let us know so we can consider the effect of the change on the exempt status and foundation status of your organization. Your organization is required to fiie Form 990, Return of Organization Exempt from Income Tax, only if its gross receipts each year are normally more than $25,000. If a return is required, it must be filed by the 15th day of the fifth month after the and of the organization's annual accounting period. The law imposes a penalty of $20 a day, up to a maximum of $10,000. when a return is filed late, unless there is reasonable cause for the delay. All exempt organizations (unless specifically excluded) are liable for taxes under the Federal Insurance Contributions Act (social security taxes) on remuneration of Ti no or more paid to each employee during a calendar year. Your organization is not liable for the tax imposed under the Federal Unemployment Tax Act FUTA). Organizations that are not private foundations are not subject to the excise taxes under Chapter 42 of the Code. However, these organizations are not automatically exempt from other federal excise taxes. Donors may deduct contributions to scour organization as provided in section 170 of the Code. legacies, devises, transfers, or gifts to your organization or for its use are deductible for federal aJ a04 a ,u gift tax purposes if they meet the applicable provisions of sections 2055, 2106, and 2522 of the Cede. 2- Indianapolis Dance Company, Inc. 35-1722088 Your organization is not required to file federal income tax returns unless it is subject to the tax on unrelated business income under section 511 of the Code. If your organization is subject to this tax, it must file an income tax return on the Form 990-T, Exempt Organization Business Income Tax Return. In this letter, we are not determining whether any of your organization's present or proposed activities are unrelated trade or business as defined in section 513 of the Code. The law requires you to make your organization's annual return available for public inspection without charge for three years after the -due date of the_retum, . You are also required to make available for public inspection a copy of your organization's exemption application, any supporting documents and the exemption letter to any individual who requests such documents in person or in writing. You can charge only a reasonable fee for reproduction and actual postage costs for the copied materials. The law does not require you to provide copies of public inspection documents that are widely available; such as by posting them on the Internet World Wide Web). You may be liable for a penalty of $20 a day for each day you do not make these documents available for public inspection (up to a maximum of $10,000 in the case of an annual return). Because this letter could help resolve any questions about your organization's exempt status and foundation status, you should keep it with the organization's permanent records. If you have any questions, please call us at the telephone number shown in the heading of this letter This letter affirms your organization's exempt status. Sincerely, eeo C. Ashley Bullard District Director STATE OF INDIANA SS: COUNTY OF Hamilton AFFIDAVIT I Kirsten Ferger an authorized representative of Gregory Hancock Dance Theatre {'Grantee"), 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 $ --5 S 8 - 7 S 3 Signature Printed Name Gregory Hancock Dance Theatre K-Vran -A F- (( Subscribed and sworn to before me, the undersigned Notary Public, this // q day of KJ UV 6CQ, . 202%i. F=FIANCII'S A AMP4L blic - Seal State of Indiana MarioCounty My Commission Expir"es Mar 1, 2023 SEAL] lKA. Signature - Notary Public Printed Name f—h-'-1kNc1tC, Resident of _ iA i14PN County, Indiana My Commission Expires: 03-Q,-Zvz3 E Gregory Hancock Dance Theatre/GHDT INCOME EXPENSES Treasurer's Report October 1, 2022 - October 31, 2022 GENERAL FUNDS Balance on Hand Chase September 30, 2022 214,359.91 Balance on Hand Savings Kickstart September 30, 2022 7,088.25 Balance on Hand LCA September 30, 2022 INCOME: Angel Society 1,350.00 Christine Springer - 100.00 Lily Kessler - 500.00 Debby Provisor/Leonard Voigt 300.00 Jane Ferger - 100.00 Steven Chaillard - 300.00 Bill Miller - 50.00 Cash Redemption 81.01 Fund Raisers Fund Raising Income 785.00 Sunflowers/Matthew McNulty - 100.00 Fund Raising Merchandise - 50.00 Silent Auction - 635.00 Interest 0.06 Kickstart Revenue 3,485.00 Nut - Production Fee - 3,485.00 Ticket Sales 1,520.00 Opening of The Florence - 1,520.00 Total of Income 7,221.07 2022 In -Kind Goods and Services Total 2022 Income 7,221.07 Total 2022 Income + Balance on Hand 228,669.23 EXPENSES: General/Administration Expenses Credit Card Fees 14.41 Payroll Expense 1,297.23 SS/Med/SUTA - 1,297.23 Postage/Shipping 477.89 Professional Fees 1,460.00 Accountant - 1,350.00 Payroll Fee - 110.00 Rent Expense 2,475.00 Su lies 136.03 Marketing and Promotion Expenses Marketing and Promotion Expenses 2,739.07 Fund Raising Expense - 103.52 Mai.lchimp - 34.00 Marketing Discount Mugs - 1,748.59 Facelook - 260.00 Printing Alpha Graphics - 592.96 Operating Expenses Utilities 1,000.25 Website 202.94 Newteck - 11.99 Network Solutions - 190.95 Production Expenses Artistic Salaries 16,820.00 Contract Labor 2,000.00 Guest Artist Joel Hathaway - 2,000.00 Costumes and Props 1,332.33 Amazon - 458.89 Hobby -Lobby - 195.88 Ivy Heazeltine - 84.88 JoAnn Fabrics - 543.09 Sais Boutique - 32.10 Wal-Mart - 17.49 Equipment Rental 707.65 Stage Supplies 88.00 TOTAL EXPENSES 30,750.80 2022 In -Kind Goods and Services TOTAL 2022 EXPENSES 30,750.80 Balance on Hand Chase October 31, 2022 187,900.64 Balance on Hand Kickstart October 31, 2022 7,088.31 Balance on Hand LCA October 31, 2022 450.00 Res ectfull ubmitted by: Ivy Heazeltine, Treasurer IRS a -file Signature Authorization OMB No. 1545-0047 Form 8879-TE for a Tax Exempt Entity For calendar year 2021, or fiscal year beginning , 2021, and ending , 20 2021 Department of the Treasury Do not send to the IRS. Keep for your records. Internal Revenue Service Gotowww.irs.gov/FormSS79TE for the latest information. Nameffffiler INDIANAPOLIS DANCE COMPANY, INC. DBA EINorSSN GREGORY HANCOCK DANCE THEATRE Name and title of officer or person subject to tax KIRSTEN FERGER PRESIDENT Part I Type of Return and Return Information Check the box for the return for which you are using this Form 8879-TE and enter the applicable amount, if any, from the return. Form 8038-CP and Form 5330 filers may enter dollars and cents. For all other forms, enter whole dollars only. If you check the box on line 1a, 2a, 3a, 4a, 5a, 6a, 7a, 8a, 9a, or 10a below, and the amount on that line for the return being filed with this form was blank, then leave line 1b, 2b, 3b, 4b, 5b, 6b, 7b, 8b, 9b, or 10b, whichever is applicable, blank (do not enter -0-). But, if you entered -0- on the return, then enter -0- on the applicable line below. Do not complete more than one line in Part I. 1a Form 990 check here b Total revenue, if any (Form 990, Part VIII, column (A), line 12) 1b 358,783. 2a Form 990-EZ check here L J b Total revenue, if any (Form 990-FZ, line 9) 2b 3a Form 1120-POL check here 0 b Total tax (Form 1120-POL, line 22) 3b 4a Form 990-PF check here I* 0 b Tax based on investment income (Form 990-PF, Part V, line 5) 4b 5a Form 8868 check here „---.. 0 b Balance due (Form 8868, line 3c) .______________ ___________________________________________ 5b 6a Form 990-T check here 0 b Total tax (Form 990-T, Part III, line 4) 6b 7a Form 4720 check here 0 b Total tax (Form 4720, Part III, line 1)......................... 7b 8a Form 5227 check here b FMV of assets at end of tax year (Form 5227, Item D) 8b 9a Form 5330 check here 0 b Tax due (Form 5330, Part II, line 19) 9b 10a Form 8038-CP check here 0 b Amount of credit payment requested(Form 8038•CP Part Ill line 2Z lob Part II 1 Declaration and Sicnature Authorization of Officer or Person Subiect to Tax Under penalties of perjury, I declare that M I am an officer of the above entity or U I am a person subject to tax with respect to (name of entity) , (EIN) and that I have examined a copy of the 2021 electronic return and accompanying schedules and statements, and, to the best of my knowledge and belief, they are true, correct, and complete. I further declare that the amount in Part I above is the amount shown on the copy of the electronic return. I consent to allow my intermediate service provider, transmitter, or electronic return originator (ERO) to send the return to the IRS and to receive from the IRS (a) an acknowledgement of receipt or reason for rejection of the transmission, (b) the reason for any delay in processing the return or refund, and (c) the date of any refund. If applicable, I authorize the U.S. Treasury and its designated Financial Agent to initiate an electronic funds withdrawal (direct debit) entry to the financial institution account indicated in the tax preparation software for payment of the federal taxes owed on this return, and the financial institution to debit the entry to this account. To revoke a payment, I must contact the U.S. Treasury Financial Agent at 1-888-353-4537 no later than 2 business days prior to the payment (settlement) date- I also authorize the financial institutions involved in the processing of the electronic payment of taxes to receive confidential information necessary to answer inquiries and resolve issues related to the payment. I have selected a personal identification number (PIN) as my signature for the electronic return and, if applicable, the consent to electronic funds withdrawal. PIN: check one box only 0 I authorize SAPPER & BATES, LLC ERO firm name to enter my PIN 1 55581 Enter five numbers, but do not enter all zeros as my signature on the tax year 2021 electronically filed return. If I have indicated within this return that a copy of the return is being filed with a state agency(ies) regulating charities as part of the IRS Fed/State program, I also authorize the aforementioned ERO to enter my PIN on the return's disclosure consent screen. El As an officer or person subject to tax with respect to the entity, I will enter my PIN as my signature on the tax year 2021 electronically filed return. If I have indicated within this return that a copy of the return is being filed with a state agency(ies) regulating charities as part of the IRS Fed/State program, I will enter my PIN on the return's disclosure consent screen. Signature, of officer or Arson subject to tax Date Part III I Certification and Authentication ERO's EFIN/PIN. Enter your six -digit electronic filing identification number (EFIN) followed by your five -digit self-selected PIN- 35440717391 0o not enter all zeros I certify that the above numeric entry is my PIN, which is my signature on the 2021 electronically filed return indicated above. I confirm that I am submitting this return in acc dan a ith ftie requ. ements of Pub. 4163, Modernized e-File (MeF) Information for Authorized IRS e-file Providers for Business Returns. ERO's signature f Date ERO Must Retain This Form - See Instructions Do Not Submit This Form to the IRS Unless Requested To Do So LHA For Privacy act and Paperwork Reduction Act Notice, see instructions. Form 8879-TE (2021) 102521 01-11-22 Return of Organization Exempt From Income Tax Form Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) Do not enter social security numbers on this form as it may be made public. Department of the Treasury A For the 2021 calendar year, or tax year beginning and B Check if C Name of organization applicable. INDIANAPOLIS DANCE COMPANY, INC. DBA 9-Qes GREGORY HANCOCK DANCE THEATRE Name change Doing business as return Number and street (or P.O. box if mail is not delivered to street address) return/ 329 GRADLE DR termin- atedn City or town, state or province, country, and ZIP or foreign postal code ceded CARMEL IN 46032 tlorpilica F Name and address of principal officer:KI RS TEN FERGER pending 164 DOMINION DR ZIONSVILLE IN 46""" I Tax-exempt status: ® 501(c)(3) 501(c) ( ) (insert no.) 494' J Website: 10, WWW. GREGORYHANCOCKDANCE THEATER. ORG le Form of organization: ® Corporation = Trust = Association = Other 1 Open to Public Inspection D Employer identification number 1722088 Room/suite E Telephone number 117_Rdd_' or 0 Gross receipts $ j .j ts 1 b J H(a) Is this a group return for subordinates? .,_.-. =Yes ® No H(b) Are all subordinates included?=Yes = No 527 If "No," attach a list. See instructions H c Group exemption number Year of formation, 19 9 81 M State of legal domicile' TT Part I 1 I Summary Briefly describe the organization's mission or most significant activities: GREGORY HANCOCK DANCE THEATREm M GHDT IS A PROFESSIONAL CONTEMPORARY DANCE COMPANY DEDICATED TO THE c m 2 Check this box = if the organization discontinued its operations or disposed of more than 25% of its net assets. 0 3 Number of voting members of the governing body (Part VI, line 1 a) 3 10 4 Number of independent voting members of the governing body (Part VI, line 1 b) ..................................... 4 10 y 5 Total number of individuals employed in calendar year 2021 (Part V, line 2a) ............. 5 0 5 6 Total number of volunteers (estimate if necessary) ............ 6 0 a7 a Total unrelated business revenue from Part VIII, column (C), line 12 ...................... 7a 0 . b Net unrelated business taxable income from Form 990-T, Part I line 11 7b 0 . Prior Year Current Year 263,842 248,456m8Contributionsandgrants (Part VI 11, line 1 h),•,,,,,,,,,......................................... „ a9 Program service revenue (Part VIII, line 2g) .................... ....................... .... 33,273 110,327. 0 . 0 , 10 Investment income (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) ........................ 0 . 0 . 12 Total revenue - add lines 8 through 11 (must equal Part VIII, column (A), line 12 297,115. 3580783 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 , 14 0140,625. 6 2 185,240m15Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) ......... 0 . 0 . cc 16a Professional fundraising fees (Part IX, column (A), line 11 e) v0. x b Total fundraising expenses (Part IX, column (D), line 25) BOB-.0 . w 17 Other expenses (Part IX, column (A), lines 11 a-11 d, 11 f-24e) ............................. ................ 76,795. 137 687. 18 Total expenses. Add lines 13-17 (must equal Part IX, column (A), line 25) .... 4................ 217,420. 322,927. 19 Revenue less expenses. Subtract line 18 from line 12............................. _........ ......... 79,695. 35,856 Ly Beginning of Current Year End of Year 16 4 3 91. 201,707WM a 20 21 Total assets (Part X, line 16)........................................ :.................. 4...... Total liabilities X, line 26) c3 22 Part ................ 4 ................................. _ ........ Net assets or fund balances. Subtract line 21 from line 20..... 3,010 4,470 161 381. 197 237. Part II 1 Signature Block 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. sorrget and comnlete. Declaration of orenHrer [other than nffiT.p.0 IS hasari nn all infnrmatinn of whinh nronaror hac anv knnWIP rip Sign Here Signature of officer KIRSTEN FERGER PRESIDENT Date Type or print name: and title Paid Print/Type preparer's name IEFFREY A BATES CPA Preparer's signature Date Check if self-employed PTIN 00833009 Preparer Firm's name SAPPER & BATES LLC Firm's ElN 3 5 — 2 0 8 9 714 Use Only Firm's address 9101 WESLEYAN RD STE 415 INDIANAPOLIS IN 46268 Phoneno.317-252-5714 May the IRS discuss this return with the pre2arer shown above? See instructions ............................ M Yes =] No 132001 12-0e-21 LHA For Paperwork Reduction Act Notice, see the separate instructions. Form 990 (2021) SEE SCHEDULE 0 FOR ORGANIZATION MISSION STATEMENT CONTINUATION F GREGORY HANCOCK DANCE THEATRE — BOARD OF DIRECTORS KIRSTEN FERGER (President) GHDT Company Relations Manager & Academy Liaison HEAZELTINE (Treasurer) Marketing Professional/Retired NUR UNGAN Senior SuccessFactors HCM Consultant LSI Consulting DEBORAH PROVISOR America Para Professional Systems ROSS SMITH Retired ANINDITA SEN (Vice President) Senior Director, Global Regulatory Affairs Zogenix, INC TUHINA CHAKRABARTI (Secretary) Vice President, Engineering Flir Systems, Detection GREGORY HANCOCK Artistic Director, Executive Director Gregory Hancock Dance Theatre AKIN AKINWANDE MD Pinnacle Heart Specialists Physician / CEO EXHIBIT G GREGORY HANCOCK DANCE THEATRE — 2022 YEAR END REPORT GHDT was grateful to receive $71,200 from the 2022 City of Carmel Arts Grant. Listed below is a description of how this funding was used. 2022 City of Carmel Grant EXPENSES AMOUNT PERCENTAGE Artistic Salaries/taxes 38,045 53.43% Tech/contract labor 6,656 9.35% Studio/rehearsals ace rent 5,739 8.06% Marketing/Promotion 4,829 6.78% Costumes 1,666 2.34% Administration/Accountin nsurance 2 638 3.71% Production expenses 10 225 14.36% Operating expenses 411 58% Utilities 869 1.22% Other 122 0.17% TOTAL 71200 100.00% The 2022 performance season marked GHDT's 25th anniversary as an arts organization. GHDT's 2022 season was not only beautiful and entertaining, but educational, culturally diverse, and thought -provoking. The season showcased repertoire from GHDT's 25-year history that tells a story of how the company has evolved. GHDT partnered with numerous organizations for specialized marketing including The Jewish Federation of Indianapolis, The Jewish Community Center Indianapolis, The Jewish Post and Opinion, Carmel Chamber of Commerce, The Rainbow Chamber, various LGBTQ+ organizations, numerous organizations within the local Indian community and VetTix. The company had booths at Carmel Fest, Children's Festival, and Carmel Pride. GHDT'S 2022 performance season included the following concerts: THE BLACK DAHLIA February 12-27, 2022 The Academy of GHDT GMT's highly popular and critically acclaimed "film noir" piece about the unsolved murder of Elizabeth Short in the 1940's. Watching the GHDT dance troupe perform has become one of my very favorite theatre activities. The entire group is remarkably talented, and work so well together, one can't imagine any of these productions without all the current members. The overall effect is a remarkably satisfying evening of beautiful entertainment which is fun, thoughtful, and often stunning through the innovative choreography and resulting interpretation. Rack up another success for GHDT. " - Ken Klingenmeier — A Seat on the Aisle EXODUS April 1-9, 2022 The Tarkington After several delays due to the pandemic, GHDT's masterpiece, EXODUS returned to The Tarkington. Another critically acclaimed piece, EXODUS is a cautionary tale inspired by the Book of Exodus but set in the modem world and addressing our contemporary plagues. GHDT's presentation of EXODUS, which opened last evening at The Tarkington in Carmel, Indiana, is a divine mixture of imagery and symbolism —punctuated with impactful choreography by Gregory Glade Hancock. To tell the Biblical story ofpersecution and redemption, Mr. Hancock uses an immense company of dancers from all over Indiana, filling the stage with movement and emotion. Capped by music by a wide array of artists, the resulting production moving, evocative, beautifully rendered, and sensational to see and hear. Going to a GHDT event is a huge treat for Central Indiana theatre lovers. Impressive stories, told expressively through movement, boldly costumed and choreographed, with finely skilled dance performances which leave us breathless, are without doubt one of the best theatre offerings of our region, and EXODUS can take its place among the best of GHDT programs. " Ken Klingenmeier — A Seat on the Aisle The overall program is thrilling, stunning, and inspiring — the effective telling on an epic story without a single word. Let this be an encouragement to see whatever you can attend by GHDT next up is an adaptation of Antony and Cleopatra in June), and insistence to experience EXODUS" the next time it is revived. Lyle Belden Plays with John and Wendy SPOTLIGHT 2022 April 25, 2022 Clowes Memorial Hall Benefit performance G2 IN CONCERT MU 6-8, 2022 The Academy of GHDT Annual production of the pre -professional student dance ensemble. RAILS TO TRAILS May 31, 2022 The Palladium ANTONY AND CLEOPATRA Jun 9-11, 2022 The Tarkington The World Premiere of ANTONY AND CLEOPATRA paired the talents of GHDT Artistic Director, Gregory Glade Hancock, and composer Cory Gabel. Antony and Cleopatra is a contemporary adaptation of the classic tale which explores the complex, interpersonal relationships of the characters. As is usual, whether the dance is solo, duet, or an ensemble piece, the GHDT dancers are amazing to watch as they present Mr. Hancock's innovative and interesting choreography with polished proficiency. And the impressive music provided by the talents of Mr. Gabel runs the gamut from lovely ballad to high energy romp. The combined package of imaginative dance, expressive score and energetic dance performances makes this new piece a highly successful endeavor for all involved. GHDT always provides a thrilling experience for their audiences, and I would recommend that this show be put on your calendar — quickly. " Ken Klingenmeier — A Seat on the Aisle GHDT'S 25th SEASON CELEBRATION August 26-27, 2022 The Tarkington The kickoff program of a season of concerts celebrating the company's 25 h Season, the concert featured classic repertoire pieces (many which had not been presented in years), The Rapture, Cuervo, The Corn Maidens, Monday Morning, Dirait-on and The Birth of the Gods. My first encounter with Gregory Hancock Dance Theatre was in July 2019 when Mrs. K and I attended LA CASA AZUL - The Musical at Phoenix Theatre. I was blown away by the story, based on the life of artist, Frida Kahlo — but especially the artistry: the music, the choreography, and the costuming — all the work of Gregory Glade Hancock. Since then, I have wanted to never miss a production by his company. Reflecting on the company's celebration, I came away with a new appreciation for Mr. Hancock and his company. It seems Gregory Hancock has been creating impressive works for a very long time. Ifind his choreography to be varied, complex, expressive, and interesting. His costume designs are stunning and indicative. Lastly, the stories he invokes into his productions are well -imagined and well -constructed, so that his talented performers unfailingly do magical work onstage. Bravo to Gregory and his ensemble of dancers, and congratulations on this 25th Anniversary. " THE CENTER FOR THE PERFORMING ARTS GALA September 16,202 The Palladium Gregory Hancock collaborated with Michael Feinstein, who performed songs of George and Ira Gershwin to create the opening number for the Gala and the music for the dancers of GHDT. THE GRAND OPENING OF THE FLORENCE September 23, 2022 Through a generous grant and much fundraising by GHDT, The Florence Theatre was established at The Academy of GHDT. The new space includes wrap around theatrical curtains, a new lighting system and light console, and retractable theatre seating. The Florence also features artwork by local artists, Madhuchhanda Mandal and Mirvia Rivera Eckert. The new space will allow the company expanded opportunities for high -quality, intimate productions. THERE'S NO PLACE LIKE HOME October 28-29, 20_2_ _2 The Tarkington Back by request, Gregory Hancock's autobiographical full-length contemporary ballet, THERE'S NO PLACE LIKE HOME, an original work created by Executive Artistic Director Gregory Hancock, brings to the stage an emotional, beautiful, and truth -seeking story about a boy from Kansas who sets out on a journey down the Golden Path to India. Looking for meaning and purpose in life after devasting losses and challenges, he encounters deities from the Hindu pantheon who impart wisdom, compassion, and courage. Through the blending of cultural themes, theatrical dance and unique music, THERE'S NO PLACE LIKE HOME transported the audience through a maze of inspirational experiences ultimately discovering that home is really a place in the heart. Gregory Hancock premieres another masterpiece. The combination of music, costumes, lighting, and sound in Hancock's work made for a sensory experience that was, at times, staggering, yet left me feeling I had witnessed a theatre event that was truly astonishing in its breadth and scope. To say that Hancock is a risk -taker and visionary is an understatement. Add to that a cultural ambassador for all he has done to educate, inform and inspire audiences, as he builds bridges of understanding through his art, world view and sensibilities that benefit us all. " Tom Alvarez - On the Aisle with Tom Alvarez The piece is illuminating. We've all experienced loss, we've all gone on journeys ofself- discovery — so while Gregory Hancock is being specific and vulnerable about his own experiences, they are relatable to everyone. The expressive and magnificently talented dancers tell the story fluidly. The original artwork of Madhuchhanda Mandal creates a breathtaking backdrop, the lighting design of Ryan Koharchik elevates the production at every turn, and most especially, the costume designed and built by Hancock himself, stun, a towering achievement well worth the price of admission on its own. The best theatre is transporting. It not only takes us to a differentplace, it makes us want to be better versions of ourselves. There's No Place Like Home reminds us of the transforming power of journeyingand inspires soul-searching. ". — Carrie Neal — A Seat on the Aisle The result is a tour de force art piece, rendered in dance, color, and emotion. It is, without doubt, one of the most gorgeous theatre offerings I have ever seen. As lucky as we are to have the plethora of unbelievably fine theatre in our community, this is indeed rare stuff. ' — Ken Klingenmeier — A Seat on the Aisle THE NUTCRACKER December 2-3 2022 Pike Performing Arts Center GHDT' s popular, full-length contemporary version features the talented dancers of G2, the pre - professional company of GHDT, students from The Academy of Gregory Hancock Dance Theatre and other young student dancers from throughout Central Indiana who will fill the stage with color and excitement! POP UP CONCERT — WINTER DANCE FEST December 9-11, 2022 The Florence A holiday performance featuring choreography of four choreographers and celebrating the diversity of GHDT's Board of Directors. COMPARISON OF ATTENDANCE AND TICKET REVENUE FOR 2020, 2021 & 2022 YEAR ATTENDANCE TICKET REVENUE - ADMISSIONS 27,1282020731 2 concerts - Feb. Oct. 11 performances 2021 2951 80,587 7 live & 2 film concerts March — Dec. 21 performances 2022 6660 117,461 Dec. projected) 13 concerts — Feb — Dec. March — Dec. 35 performances In 2022, expenses were well managed with overall costs being held to budgeted numbers. Salaries slightly exceeded budget due to strong casting needs for large productions. Guest artist expenses were also required. Overall, administrative expenses were held to a minimum to focus on artistic salaries and production quality. Target marketing practices were implemented, and budget numbers were adhered to. GHDT was frugal with expenditures in 2022 while focusing on regaining revenue. Although a slight rebound after Covid, concert attendance and admissions income were down from budget as patrons slowly made their way back to the theatre. GHDT ran dual giving campaigns early in the year — operating and capital campaign. Donations for operating were off from budget as some donors traded to capital project giving. Actual overall income did not meet budget in 2022. In 2022, GHDT continued to efficiently run an arts organization on a limited budget. GHDT was able to provide high caliber, artistic productions to its audience, while minimizing costs. GHDT demonstrated financial sustainability through conservative and creative planning to meet economic challenges. The Executive Artistic Director and Board of Directors have been able to effectively keep the organization in the black since its inception. RESOLUTION NO. BPW 01-18-23-13 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 ArtsGrant Indiana Artisan.docx1/9/202312:11PM 18th January ARTS GRANT PROGRAM AGREEMWNT This Grant Agreement (herein referred to as "Agreement'") entered into by and between the City of Cannel (the "Cite and Indiana Artisan (the Grantee"% ig exact rd pursuant to the term and conditions M forth, herein. In considertion of those mutual undertakings and covenants, the parties agree as follows: 1. That on behalf of Grantee, a not -for -profit corporation, L Roulyn wee an authorized representative of Grantee, have applied for a City of Carmel f'Mtet') Arts Grant, said application attached hftdo Md made a part hereof as Exhibit "A." 2. Grant Agreement The City, air review and recommendation .by the Mayor, agrees to grant S 28,480.00 to the Grantee for the eligible costs of the project (the " project") or cervices as d sa ibed. in Exhibits "A" and "R" 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 implement Mou of Project The Grantee agrees to use any and all grant funds in accordance with the proposal contained within this agrecrncia and any documents attached to this Agreement, which are incorporatcd 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 exert from Federal income tax 5. Payment of Grant Funds by the City. The pay€nent 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 Cannel 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 fiords at the City's request, and shall make all books, accmuTting records and tamer documm-ts 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 theia- designees_ Said review or audit, if requested, shall be perf"omied by a Certified Public Accountant ("CPA") who j 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 Carmel quarterly financial statements within 45 days after each quarter -end for Grant awards in excess of sixty thousand dollars ($60,000). S. 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 ass-soeiated With a funded grogram 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 determinarion of its ineligibility be made by any Court of competent jur"etiom 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 cmdmmmice with. the Budget and far no other purpose_ If it is determined by the City that misaWopriation of funds brave occurred, the Grantee roust return all fiends received by Grantor and individuals who misuse Grant fiends may also be subject to civil and/or criminal liability under Indiana and Federal law. 12. Emplvyrteat EUgibility VerMeation. The Grantee of mm under the penalties of perjury that he/site/it does not kwwingly employ an tutauthorized alien. The Grantee affirms under the penalties of perjury that he/she/it has enrolled and is participating in the &Verify program as defined in IC 22-5-1.7. The Grantee agrees to provide documentation to the City that he/shcht has enrolled and is participating in the E-Venfy 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, lzudiana only, and agree that such court is the appropriate venue for and has jurisdictlWi over same. 3 14. Relationship of Panties. The relationship of the parties hereto shall be as provided for in this Agreement, and milthcr Crantcc nor any of its compensated officers, employees, contract , subcontracturs and/or agents are employ= 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. Sevelrability. If any term of this Agreement is invalid or unenforceable under any stattate, regulattiot ordinance, exemuve ardelr or other rule of law, sueh 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 w full farce and effect. 16. Entire Agreement. This Agreement, together with any exhibits attached hereto or mferenced hemin, 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 term 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 WMROr, the parties hereto have made and executed this Agreement as follows: Indiana Artisan Date: I 1 /30/2022 CITY OF CARMEL ("Grantor") James Brainard, Mayor Dom: 1/3/2023 ATTEST: Date: 1/3/2023 If you have any question couccraing the City of'Caremel's 2023 ?.rts Great Program, gait writing, gukk inn or application materials, contact: Sharon Kibbe, City of Carmel, Ane Civic Square; Carmel, IN 46032, Phone; 317-571-24R3, skihbq cgrtnel.in.gov. 4 Exhibit A Indiana Artisan Application and Description of Proposed Use of Funds Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Natne of organization: Indiana Artisan Address: 22 N. Rangeline Road Cannel IN 46032 Telephone: 317.964.9455 Fax: Contact Person: Rosalyn Demaree Email: rosalyn@indianaarfisan.org APPLICATION AMOUNT: $ 45,000.00 DESCRIPTION OF THE PROPOSED USE OF TM GRANT FUNDS: na Artisan has made a home in the Carmel Arts & Design District, and we believe our rice on Rangeline Road is becorriing a pillar -in the District' s ongoing success. We nually work to develop partnerships with neighboring merchants, promote District is and be a cheerleader for our hometown by encouraging customers to spend more getting to know Carmel. on next page) Additional pages may be added to Exhibit "A") Signature:; i Printed Name of Office osalyn V. Demaree Title: President/Ex Director Date: 11 /30/2022 We are also helping craft and food artisans, more than 40 percent of whom live in small communities, build their businesses. My hometown does not have a thriving arts community but through Indiana Artisan programs, I've been able to sell my work and build my reputation around the state," basket maker Roland Rein of Friendship, Indiana, told us_ '?here are no local customers in our rural area. The Indiana Artisan store provides opportunities to attract customers who would newer be exposed to our work." We are excited about the future, particularly with condo owners, office workers and apartment dwellers coming to the neighborhood to live and work in the First On Main development across the street from our store. However, it will continue to be a challenge in 2023 to draw shoppers from Main Street to our doors due to the construction and recent road closure. We are requesting $45,000 for 2023. We would split this evenly between marketing and administrative support. THE INDIANA AR-nsAN MAR16E11I46 PLAN (U2,5WJ Indiana Artisan kelps artists develop business practices designed to expand their enterprise and crate a positive economic impact in their communities. As an organization, Indiana Artisan also wants to have a positive impact on its home community. To that end, we send out a monthly newsletter to nearly 5,000 customers as well as another email to about 280 Friends of Indiana Artisan. We:graw our email list by offering a monthly door prize with food or art we purchase from our own members. N4turally, the content promotes store events that largely are held in conjunction with Arts District events, but it also markets city -sponsored programs and highlights attractions in neighboring galleries, other stores and restaurants. ( T. r.: to see the October edition.) These newsletters typically have a 35-38 percent open rate, but it is often hard to determine the return on investment from these e-mailings. One couple that visited on Shop Small Saturday shared their experience. They were from Cincinnati and had visited Indiana Artisan in mid -September for the first time. They were glad to receive the newsletter about all the things going on in Carmel for Shop Small Saturday and the holidays_ While lri town, they also enjoyed dirkner at lartiper on Mai€,. watchedfootbA over drinks .at MuRiban's and -hopped -m the trolley to vis;t Midtown andcity Center. When they #0€t our store, (with more than $500 in purchases) they said they would be back. We plan to continue these newsletters in 2023 and will use the Carmel Arts Grant fund to pay the monthly Mailchimp subscription fee. A highlight of 2022 was hosting the student art scholarship competition during the Carmel International Arts Festival and awarding two $5,00 scholarships. We want to repeat that initiative in 2023. It was inspiring to see 90-plus pieces created by Carmel and University High School students in the gallery, and it was encouraging to experience the reactions of almost 3,000 people who visited the store that weekend — the biggest two-day foot traffic we've ever recorded -- to enjoy the work. About one-third of the guests voted for the People's Choice award, which determined the two students who won the awards. We would use funding from this grant to continue to provide this scholarship. 2 Another integral part of Indiana Artisan is partnerships. We forged speciat ones in 2022 with the Carmel Associate Chapter of Tri Kappa, the Carmel Creative Writers group and the Carmel Clay Historical Society. With these three groups we hosted events exclusive to their members in the store that let them engage -with artists. We used marketing, funds from the Carmel Arts Grant. to provide drinks as well as Artisan -made food and door prizes at each .event The Carmel Clay Historical Society produced its own program which explained the histary of our building through pictures, research and memories of people who worked in the building while it was a drug store. One of the stories was about how the thing to do in Carmel on Sundays in the 1960s was to have a banana split at the drug store. The story piqued our interest. We have since talked to the historical society about hosting a public program in the garden new to our building, wbem banana sus wit be ser<ie d as afandraiser for new n-useum. marketing funds from a city grant would help us cover expenses for the summer afternoon event. Indiana Artisan benefits greatly from the many events and festivals the Arts District sponsors, and it pledges to continue to support and promote each one_ Through our own, work and the networks of nearly 220 members, we have strong contacts among media outlets stretching from Lake Michigan to the Ohio River that we will marshal for earned media to attract more Hoosiers to outstanding events, such as the international Am festival, the Artof Wine, ArtonvWha and holiday programs. We would use marketing funds from this grant to buy advertising, much like we did this year on several radio stations and in print media. This is an ambitious marketing program for a small nonprofit. We believe it would bring benefit to all the Arts Distract busia ses-w i- the City of Cartel..tt is rya program- ttiat in#iam Artisan couldundertake without grant funding. ADMiNffMTiVE SUPPORY ($22, 5Im) Indiana Artisan Gifts & Gallery sells work car, consi mNit; giving 60 percent of sales, an increasingly generous -split in the re.tail_art-field, to the artisans.. Our business model is to employ member artists to work in the store for minimum wage and receive 75 percent of their first $300 in sales each month. The director covers shifts when artists cannot, and she manages the store daily. This model has worked well, largely due to the administrative support funding we received through the Carmel Arts - Grant for four years. Thera are no }Mans to change it in 2023. But continued grant funding is critical to the success of the plan and the store. While 2022 sales have been strong in the Carmel store, 40 percent of sales at Indiana Artisan Gifts & Gallery will not cover payroll, rent, utilities, supplies and materials. The Arts District community tells us the Indiana Artisan store is a strongpartner in its ongoing success. As an organization; we hope to work with -the City, of Carmel again, so Indiana Artisan Gifts & Gallery can continue to create an appreciative market for the artists, build awareness of the exceptional work made in Indiana, and offer another shopping venue for out-of-state and international visitors when tourism rebounds. Indiana. Artisan looks forward in the new year to further strengthening its relationship with the City of Carmel. I would be happy to answer any questions you have about our proposal or our organization: Rosalyn Demaree 317) 964- 9455 Appended to this description is the current Viewbook, which gives you an idea of the breadth and quality of Indiana Artisan art and food. Exhibit B Indiana Artisan 2023 Budget Income Fort Wayne Holiday Marketplace Viewbook Magazine Spring Marketplace French Lick Retail Sales (gross margin) Carmel Arts Grant Carmel 4CDC Lease Assistance Grant Carmel Retail Sales (gross margin) Adhesive Logo Income Jury Fees Friends of Indiana Artisan Member Dues Board Member Gifts Indiana Arts Commission Grant Interest Total Income Expenses Fort Wayne Holiday Marketplace Viewbook Magazine Spring Marketplace French Lick Store Expenses Carmel Arts Grant, Marketing Carmel Arts Grant, Admin Support Carmel 4CDC Lease Assistance Grant Carmel Store Expenses Jury Expenses Administrative Expenses Total Expense Indiana Artisan Proposed 2023 Budget 31,360 (exclusive of any sponsorships) 18,845 70,472 {exclusive of any sponsorships) 22,348 45,000 48,000 201,972 242 1,131 100 1,870 3,000 9,327 1,200 454,867 31945 28,250 62,037 19,299 22,500 22,500 48,000 125,797 771 83,466 412,620 Exhibit C Indiana Artisan Articles of Incorporation AR FIBS tF INCORPORATtr ii# FOR A NONPRO COF MIRATION TOW S1WRRrARY7. t sacRerr OF sTitrt T g'z i :Sj . a:.^Cv'7tx rvrri t ? ;{ . v:i~:rs 's"'s: c:YYF Yiiil.`33t3Tr5 ;33'Evii f A ppm by SAW* Bond of Accounts 1885 302 w Was"on St., Rm. E018 • WWnapp4 N 462134 Teieptwfa: i317T232-OS76 NOTES: Y. Narprot0 owporallons must geaW r4ui the intema Revenue service and the tnd na Dep +amen[ of irtdiar 2 i R vrtre lira YsvggeVodiR)udo naiaormoetaart fam before wN, SatPrsgercirs Flute FEE- WOO Ze.:t>ecorrfednBPpiY Pi<:seese9,(t3at+ 2 Present ariyinal and one (1) copy to the amass in fhe u perrght corner of this form. 1 a 3- Pkaw type orphat. p x+[ VIVL= ? 1 Pkase visa orsa?Fce on the web at mxsus-m.gcv_`,+ r Tn-a ARTICLES OF WORPORATioisi 1 °% {'- jp. '--Of The urtciersgned incamorator or i.ncorporatars. des. ona to terra a cusp-oraftn (hereinafter r4ermd t asohlL the pro'AsmnnrsO the "-rrs Nvr:proM Go..yomton Av-of 1991 (hereinafterrVerred to as the -"A I le i- WICArtie of ts } c nerve Indiana Artisan. Inc. am- red--c;orrpanyr or one or the at Indiana Secretary of Sta Packet: 2009082400079 Plhdpai Ofrxe: The address of She wwr vat ACC OF Cnr.% a an rr. k 13 '19 IJraie: Y Epost flffim aftcra C•_a" Par rum a Ira One North Capitol, Ste 600 IndianaIndianapolis 46204r rr pu LQ4= ar scour um ti a immw am The purpase of Wiana Ate, Inc., is to arox the ecD,—"my, especially in rural Inchana, tltsmogtz inrreaser3 artisan activity and capaci r and related tourism deveks 4-enL Indiana A ilson, Inc_ auttl: Support Hoosier entrepreneurs and smat home-grown businesses by establishing or providing better access to training and neUmtIrrg opporkmities and by connecting artisans with Consumers, retailers andfor wholesalers to generate new at Increased sates; Greate a widety recognized brand prarnating select works ofartand facd and iftt=. artisans who produca €tern whge showcasina Indiana' s ;,amrniirneAt to high-quaidy lo--'Wiy-Crafted products; and Encourage visitation to Indiana to help increase tourism's positive economic impact by developing new or augmenting existing artisan experiences statewide. M .• arpararion is a: x, Wbft bere& Wrpowh :h b orgawzed fbr a wbft of,.;Pw ate psrpese; I] ritl4ilaus ea€ya;aeon, which is ofganyvo primacityorexd4ivety fqr rdigipus purposes; or mutual benefit corporation (all oftrs). esed Ageni: T?ac nwr-bar:j s7r>!et address of S2?v, f 2-sEric Freeman Address of Registered 0f m (street or btjaptirq I N. Settrste Ave. N505 3 Cbmorigrtn - ed Wze.. s: 0 Yes lM Kb a:C c t:G ,'.°UG r4r sEri s!'i COCISS Bl1D: y ZIP Code Indiana idianaoofiS 146204 Continued on the reverse side) uanurs! arse sss x:.r. : a-r_Yrr_-m:c, ease r.s.rrhx,r Name Number and Street or BuikBng City stats aP code Brian Blackford One North Capitol, Ste 600 Indianapolis IN 46204 i David Tan)29 or,- Nwth capdvt Ste 60d3 Indiattspslis IN f a2E}3 f t+tellertden { f0ue Ave, ivy --A apeiis i itv 4 1#4 Refer to WUma Code 23.17 22 5for pwni d aclvit" falowng UszW!ggm - — — — iilxm dissolu ja, or frail l ion, physical --tS Sfi W b-- donated to VISA aft of Ind€b ; grant f nck> remamirig wdl be returned to RM of-,inatmg grantor ofganw-awn- and donaiions, fees a atnccSf€itittatfe funds vial be distnbutaed to thelndtatia State Museum rdundal3on. Indiana Secretary of State PaCke'r, 20094)82400079 Fiffiitg Date: W121 l2009 Effective Date: 08121 /2009 m u Mo. I = wpm AT Please note tf* section must be corrpieted THIS DOCUMENT MUST W SIGNED BY ALLINCORPp3'.A. zaS, In Witness 4-wreef, the undersigned incorporator(s) of said Corporation executes) this document and verify(ies) subject to penattes of perjury that the facts contained herein ar, n,e 20 day of August 2p 09 Tes instnrnm err„- rl -- I Brian Blackford w rsty tzzpOneNorthCapitol, Ste 600 Indianapolis IN 46204 Exhibit D IRS Determination Letter For Indiana Artisan MAR-01-2012 10:21 IRS TE(sS ML INTERNAL REVENUE SERVICE P. 0_ BOX 2508 CINCnMMTT, 09 45201 vats: MAR 0 1 2G12 INDIANA ARTISAN TXC lao N SBNATE AW M nos WDIANAP01aS, IN 46204 Dear Applicant DEPARTKRW OF THE TREASURY Moyer Identif ij=.ti on 1.s•=nbar 27-0913316 DLN: 1705308134'7001 Contact Person: JOYCE DAMY ID# 95021 Cautaot Telephone Number: 277) 829-5500 Accounting Period Rmung: December 31 Public Charity status: 170 ( b) (1) (A) ( vi) Foul 990 Required: Y" Effective hate of Exemption: August 21, 2009 Contribution Deductibility: Yes Addendum Appl.ieg i NO We are pleased to inform you that upon review of your application for tax exCpt status we have detwmned that you are exempt from Padtxal income tart unel c Sectivu 301( c) (3) of the internal Revenue Coae. Cmtributima to you are deductib_la =der section IL70 of the Code, YA q axe a t lified to receive tax dedu title bequests, devimm,, transferg 6r jifts under section 2055, 2108 or 2522 of the Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it iu your permanent records. Organi Zatl6nS exempt =4= section 501(c) (3) of the Code are fuxthrx classified as either Public charities or Private foundations. we determiiied that ydu are a public charity under the Code 8eowion(s; li..s,. in thp- hipa raf 48 l ette9r. Please see enclosed Publication 4221-PC, Cwpl3ance Guide for 501(c)(3) Public Charities, for some helpful information about your responsibilities as an exempt organization. aorLer 947 ( DOICG) russs sr. stos 3H*s# 4igif 3:nJa:: s .vifV 2- IMIARn ARTISAN INC We have anent a OOpy of this letter t'* ytUr repxes taCivs as indicated in yourPOWerofattorney. RnG'O:Su€C! PubliCatl= 4221--PC Sincere2 y, a Laic q. exrser Director, Exempt Organizations Letter 947 (DO/CO) TQ'!`RL P . 003 Exhibit E Indiana Artisan 1rTD Profit & Loss Statement An-d 2021 Form 990 STATE OF INDIANA SS: COUNTY OF flamilfton AFFMAV IT I, Rosalyn V. Demaree an authorized representative of Rosalyn V. Demaree ("Grantee"), being first duly sworn upon my oath, state that pursuant to paragraph. 2 of the City of Carmel Arts Grant Program Agreement, allincome of Grantee, including a City of Carmel arts grant, if applicable, revenue of sales, and/ or ticket revenue, etc., in the previous year totaled $ 348,083°31 Signature Printed Name Rosalyn V: Demaree Subscribed and sworn to before me, the undersigned Notary Public, this a day of ZJE V,4 IF, =— ,2. - , 202 . SEAL] G GLENDA E. LANKOWSKI Resident of Hamilton County, IN Commission Expires: Jan. 25, 2023 Signature - Notary Public Printed Name G L L,N o w ? ) Resident of \.4&M -, L c-, b County, Indiana My Commission Expires: :Y pv l S J Indiana Artisan, Inc. Profit and Loss January - October, 2022 TOTAL Income Adhesive Logo Income 72.00 Carmel 4CDC Leas Assistance Grant 40,000.00 Carmel Arts Grant 29,666.70 Fundraising Board Member Gifts 1,260.80 Non -Board Member Individual Gifts 873.00 Total Fundraising 2,133.80 Jury Fees 1,131.20 Marketplace Artisan Booth Fees 28,656.76 Artisan Trail Booth Fee 150.00 KY Crafted Booth Fees 2,375.00 KY Proud Booth Fees 910.00 Ticket Sales 35.00 Total Marketplace 32,126.76 Marketplace Income Other 90.00 Postcards 0.00 Ticket Sales 38,104.75 Total Marketplace Income 38,194.75 Membership Dues 18,699.95 Miscellaneous Income 140.00 Retail Sales Income Store Retail Sales - Carmel 126,551.57 Store Retail Sales - French Lick 40,522.18 Total Retail Sales Income 167,073.75 Viewbook Income Artisan Images 11,872.10 Outside orgs 6,972.30 Total Viewbook Income 18,844.40 Total Income 348,083.31 GROSS PROFIT 348,083.31 Expenses Administrative Costs - CompuiarlSofnivaro 1,562.24 Software 637.11 Subscriptions 149.90 Cash Basis Monday, November 7, 2022 04:20 PM GMT-05:00 114 Indiana Artisan, Inc. Profit and Loss January - October, 2022 Web Fees 297.91 Website Upgrade 263.67 Total Administrative Costs . ComputedSoftrvam 2,910.83 TOTAL Administrative Costs - Insurance Directors & Officers 956.00 General Liability 2,896.00 Workmen's Comp 439.50 Total Administrative Costs - Insurance 4,291.50 Administrative Costs - Office Expense 16.92 Bank Charges 46.00 Postage 615.34 Supplies 890.84 Total Administrative Costs - Office Expense 1,569.10 Administrative Costs - Programs Jury Expense 1,029.24 Marketing - IA General 40.00 Total Administrative Costs - Programs 1,069.24 Administrative Costs - T & E Meals & Entertainment 183.14 Mileage 65.00 Misc. Travel Expense -0.35 Total Administrative Costs - T & E 247.79 Administrative Costs - Wages & Benefits 0.00 Admint8upport Wages 40,546.82 Payroll Service 1,082.50 Payroll Taxes 3,177.14 State Government Filing Fees 22.00 Total Administrative Costs - Wages & Benefits 44,82&46 Carmel Arts Grant Expenses 375.00 Carmel Arts Marketing and Promotional 8,647.93 Total Cannel Arts Grant Expenses 9,022.93 Carmel Stone Artisan Payments 79,774.42 Carmel Store - Supplies/Fixtures 45.05 Payroll Taxes 1,251.65 Postage/Shipping 9.47 Cash Basis Monday, November 7, 2022 04:20 PM GMT-05:00 2/4 Indiana Artisan, Inc. Profit and Loss January - October, 2022 Rent 60,000.00 Repair & Maintenance 688.86 Square Charges 3,345.23 Supplies & Materials 1,619.13 Utilities 5,263.35 Wages 15, 953.64 Total Carmel .Store 167,950.79 TOTAL French Lick Store Artisan Payments 24,330.06 Equipment 133.99 Mileage / Meals 155.77 Payroll Expenses Taxes 982.64 Wages 12.177.50 Total Payroll Expenses 13AW.14 Postage / Shipping 18.05 Rent 502.50 Square Charges 1,018.99 Supplies 286.85 Total French Lick Store 39,606.35 Marketplace Direct Expenses 11.98 Building Rental 9,270.46 Design and Layout 65.00 Equipment Rental 27,632.48 Mileage 208.26 Printing 1,956.83 Supplies & Materials 1,870.19 Total Mw*etplace Direct Expenses 1,01-5.20 Marketplace Marketing and Promo 4.76 Advertising - On Line 900.00 Advertising - Radio 7,560.00 Advertising - TV 11,129.00 Postage 53.56 Total Marketplace Marketing and Promo 19,647.32 Payroll Expenses Taxes 0.00 Cash Basis Monday, November 7, 2022 04:20 PM GMT-05:00 314 Indiana Artisan, Inc. Profit and Loss January - October, 2022 Wages 0.00 Total Payroll Expenses 0.00 Viewbook Magazine 11,420.00 Printing 16,884.93 Total Viewbook Magazine 28,304.93 Total Expenses 360,464.44 NET OPERATING INCOME 12,381.13 Other Income IAC.AOS Grant 2021-2022 2,279.75 IAC AOS Grant 2022-2023 6,497.25 Interest Earned 701.28 TOTAL Other Miscellaneous Income 13,489.70 Total Other Income 22,967.98 Other Expenses Other Miscellaneous Expense 49.98 Total Other Expenses 49.98 NET OTHER INCOME 22,918.00 NET INCOME 10,536.87 Cash Basis Monday, Novertiber 7, 2022 0420 PM GMT-0.00 4/4 Form990 Return of Organization Exempt From Income Tax Un4fersecfion 501(c), 527, or 4947(aH1) afthelnteramal Revemm code (except private found) Department of the Treasury po not emtm social secuft numbers on this foram as it way be mad* public. Internal Revenue SeMce P. Go to wwwJrs.gov1Form990 for instructions and the latest information. A For the 2021 calendar year, or tax year beginning 01/01/2021 and ending 12/31/2021 B Check if applicable: C Flame oforganimbon INDIANA ARTISAN INC 0 Esmpk"rldentitcaition number Address donge Daft bt sin as Flame rhanm Numlmar and street for P.O. box it n ii is net delivered to street address4 Roamisuile Initial return 22 N Rang-finp_R2 a R Final returnherminated City or town stale or province, country, and ZIP Amended return Carmel, IN 46032 OAppli=dorn pending Tax-exempt status:BOB 22 N Rangeline Road, Carmel, IN 46032 lm)ls) Website: vPxw.ind anaartisan.org H(c) Group exemption number K Farm of crnanization: onwration Trm AssociaiionOlher H(b) Are all OMB No. 1545-0047 27-0813316 E TehThone number 317-964-9455 G Gross receipts $ 415,703 of legal domicile: included? Yes No IN 1 Briefiv describe the ord—ad izatio ml mission orRRt ost sianifCant activities: Indiana Artisan is an economic devefoomentoreanization tftat identifies recognizes, and promotes Indiana's highest -quality art and rood artisans helping them expand their businesses and through their work, expand a brand that defines Indiana by its art and food. 2 IyhaQk Ibis- IzQA-t. if J-hQsrganiuiiQnA5rpniin=LAs- werafi4ns -Qr_djsonsed of_mgraJhaa25g -afA npinso-%..-...-..--,..---- m 3 irrYitmenof nti n+ mb rnihm gov mg4iady-(PariV!_ne !a 3 13 a 4 Number of independent voting members of the governing body (Part %A, tine lb) . 13 m 5 Total number of individuals employed in calendar year 2021 (Part V, line 2a) ..... 5 216 Total nt iimbeiof volunteers (estimate if necessary) .............. 6 0 7 a Total unrelated business revenue from Part VIII, column (C), I ne 12 ........ 7a a b a Net unrelated business taxable income from Form 990-T, Part I, line 11 ....... 7b 0 Prior Year F Current ear 8 Contributions and grants (Part VHI, line 1h) . . mil, line 2 m 102,058 109,6519 Program service revenue (Part' 26416 19. 705 10 Investment income ( Part VIII, column (A), lines 3, 4, and 7d) . mi Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11 e) paid (Part IX, column (A), lines 1-3) ..... 00 14 Benefits paid to or for members (Part-K column (A), line 4) . . F 15 Salaries, othercompensation, employee benefits (Part IX, column (A), lines 5-1 m 16a Professional fundraising fees (Part IX, column (A), line 11e) ...... 0 0 b Total f x 25) 0 47 mi c} W------------------------' 17 Other expenses ( Part IX, column (A), lines i1a-lid, 11f--24e) ..... 101,588 94,3 equal Part IX, column (A), line 25) . 165,731 165,00919 Revenue less expenses. Subtr g!Ninning of Current Yeei End of Year w 20 Total assets (Part X, line 16) 102,896 147, 469 21 U J Signature Block Exhibit F Indiana Artisan Officers And Board of Directors INDIANA ARTISAN BOARD OF DIRECTORS November 2022 Brian Blackford, Chair Project Manager, BSU Indiana Communities Institute Amy Ahlersmeyer, Vice Chair Chief Marketing Officer, Indiana State Museum & Historic Sites Bill McCune, Treasurer Retired Vice President of Business Services/Controller, Ball State University Amy Greely, Secretary Jewelry Designer, Amy Greely Studio Carrie Abbott President, Newfangled Confections John Hughey Executive Director, Long Center for the Performing Arts Chip Kalleen, ASID Principal, Kalleen & Co. Interior Design Carrie Lambert Executive Director, Indiana Tourism Association Sandra McGill Chair of Month of Plein Air, Kekionga Plein Air Event, Fort Wayne Artists Guild Eric Rogers Retired Executive Director, ArtsPlace Cara Lee Wade Professor of Photography & Program Director, Pre -Art Therapy University of Saint Francis, Division of Creative Arts Rosalyn Demaree President and Executive Director, Indiana Artisan Exhibit G Indiana Artisan Year -End Report For 2022 Carmel Arts Grant The 2022 Carmel Arts Grant had a substantial impact on Indiana Artisan's year. The board, staff and nearly 220 artist members believe our organization's influence on artists and arts communities was strong, fueled largely by the city's funding. The Indiana Artisan retail locations have been a significant contributor to my success since earning the designation," said Carrie Wright (fiber artist out of Muncie). "All handmade/handcrafted work is more appealing and easier to sell when it can be seen in person. Although I have a moderately successful- e-commerce website, sales from the stores are more consistent month to month thanks to the foot traffic." Indiana Artisan used the grant prudently to help artists like Carrie and food artisans, budgeting half for marketing and the other half for salaries to operate the store. MARKIMMIS Dou ARs iwvnTED E"Ecrrva P A primary part of Indiana Artisan's mission is to help artists develop markets for their work. One of the original food artists told us in the early years of Indiana Artisan, "The word free is not in our business plans," so we repeatedly look for ways we can buy members' work when we need giveaways or prizes. Marketing money in the grantafforded us the-opportfm to boy about $2,500 of work which we the gave as monthly door prizes, customer appreciation gifts and donations to Carmel -based events and organizations. Indiana Artisan sees these giveaways as a win -win -win: the artists' work gains visibility, the artist gets a sale and the organization establishes partnerships in the greater community as well as the Arts District. Another way artists get exposure from the store is through media. This year, artisans selling work were featured seven times on Indy TV shows, in the Current in Carmel and a mention in Forbes online travel section. In addition to purchasing artists' work for giveaways, Indiana Artisan also bought work for donation to local civic groups, including marshmallow bonbms forthe Strop Smalt swag bags and a 3-piece hers d'oeuvre set to the Holiday Preview gift basket. Marketing funds from the grant allowed us to buy advertising in traditional and new media. Indiana Artisan bought ads promoting the store, as well as the Arts District. in i e, Hoosier 5asson Exhibition catalog On WTTS-FM, WFYI and WIP On the Visit Hamilton County website o In Current in Carmel, Fishers and North Indy In the Carmel and Fishers magazines b Through boosted social media posts about the District -Wide Meet Me On Main In monthly newsletters about the store and Arts District events to our customer list (which has nearly 5,000 subscribers statewide) The most gratifying use of marketing funds from the 2022 Carmel arts grant was awarding two $500 scholarships to Ngh school artlstswh6-par<icipat6d-h7-tbeStu c#erat s#rvw that Ind. -a a A,iisan hosted during the CarmaJ International Arts Fs;stival, More than $QQ guests that weekend cast votes for the People' s Choice awards. It was the first year for the awards and the third year Indiana Artisan gave half of its store to display student work. Indiana Artisan believes in -the need -to -create arts districts across the state and values that ourstore is in the premier one. We take our commitment to be a strong corporate neighbor seriously, which is why anything we do for the store, we also consider what we can do for the District. We have partnered with other businesses, offering discounts to their Customers and orchestrated special events such -as a recent Holiday Preview night (six .other stores or galleries participated) and Taste Indiana Artisan (a food - sampling event) to encourage peopl6 to visit the Dittriet. Carmel store marketing expenses funded through the city's grant totaled $12,568.70 through the end of October. Current advertising campaigns running on WFYI, in Current in Carmel and on the Hamilton county wensite, as well as a planned Customer Appreciation Tree December 17-24 that will use the remaining $5,231.70 budgeted in our proposal for the grant. ADMINISTRATIVE SUPPORT FUNDING SPENT WISELY Indiana Artisan kept payroll costs to a minimum in 2022 by hiring artists to work in the store for minimum wage and receive 75 percent of their first $300 in sales each month. Using artists, who felt a persortalinvestment in the stare, net: only Wped Indiana Artisan keep costs drawn, but it was,also. an interest -generator for customers to meet the artists and learn more about their work. This was made possible because of the Carmel Arts Grant. In addition to sundry other duties, the Indiana Artisan director managed the store, worked to stock it, brought new artists on board, maintained the inventory records and completed the bookkeeping. While we estimate two-thirds of her time was spent doing this work, the $17,800 we budgeted from the arts grant paid for a little less than one-third of her $50,000 salary. RESOLUTION NO. BPW 01-18-23-14 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 ArtsGrant Indiana Association ofChinese-Americans.docx1/9/202312:11PM 18th January ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement) entered into by and between the City of Carmel (the "City") and (the Grantee"), is executed pursuant to the terms 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, 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 $ 2,492.00 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. 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 2 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 Carmel 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 program 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 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 deerned reformed or deleted, but only to the extent necessary to comply with same, and the remaining provision of this Agreement shall remain in fill( 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 tenn or condition set forth herein, but subject to paragraph 15 hereof, to the extent any term 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: Grantee") By: (Signature) Printed Name of Officer:. k r....e tt 4n okA!! Title: Date: CITY OF CARMEL ("Grantor") By: James Brainard, Mayor Date: 1/3/2023 ATT ST: Date: 1/3/2023 Ifyou have any question concerning the City of Carmel's 2023 Arts Grant Program, grant kvriting, guidelines or application materials, contact Sharon Kibbe, City ofCarmel, One Civic Square, Cannel, IN 46032. Phone: 317-571-2483, 4 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of Address: Ca Contact Person. LL Email:_ APPLICATION AMOUNT: $ v - DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: Additional pages may be added to Exhibit "A") Signature: Printed Name "Officer: -P rti-a, fl Title: Date: J 5 i Lo w rrwr V L 4w a cn m m 01 aw s W HUo 0 0 0 0unC) o 0IV-ri bq- iA- jHO W 0mN un L L O U C O c!1 c J111 p O L y N m W + O fu W E E N W U O U * a C j C CD E oQco N fo U E W O Q rn ; ca Z E Z LU LU r Q CC i uj M Z g Z N 6 a a m FBI Fri U V rl t N c O a) O L N fo 0 O E J LnLn t1 4-J d U U) m U U 1 O O a-- C Ui fo L 4- E vO00 n cn fV Y! H O N Q(nO W Q CD-0 0 V W N a Mc M m fo is O L c En 3 fa 0 O fa 1) W N V c 0-1 Z 0, c E QU) u 1-4 N E N a r. N Ol 0O J to O 0 u C O Iw a U L 0 U E 0 a • d" i v N rL N C n ca CL V) 01 Vf ON LLB C m a En C o a.,+ a) U N L Z a v Ca-` 0- fu V E ca X 0 E N N Ma) N O NfoN U CDN- 0 C O C) N N O E W O U 0 N U L LL V) U UAd u0.. O M vi r1 LAo o MiN ,--i i 0V- IU4- T-1iA• J 0 a 0 o Eki L C Z LL V vi O U U fo C .-- O O a O p m N Q .Q (a H C 4 L O C N (f) > a N C > L' la) 0O y- N O Q "a pl 4- p0[ J O CL c V ULUQ p Z Q .O Ln fa © i- O L O> i go Ln N fLC Q C pl O -0 Et N vi H= C CLn i+ i!y X O i M O "-" OflU N a N ( O o> plX: C ULJ U O ( q a ' ry Q L42- a o t . Qoo y L t a) cn c •nfo N c c O c w q] O (n ° ( n c E n .9 ° E ca O o a' u U, 0 fu ' M 4-1 -0fo O P CL Uw o — oo - moo a Qmo m)CO V t 1 00 G1 1 Q Indiana Secretary of State Packet: 197311-568 Filing Date: 0310612008 State off Indiana Date: 0310612006Officeof the Secretary of State CERTIFICATE OF AMENDED AND RESTATED ARTICLES OF INCORPORATION of IIVDIANA ASSOCIATION OF CHINLCSE-AMERICANS, INC. I, TODD ROKTTA, Secretary of State of Indiana, hereby certify that Amended and Restated Articles ofthe above Non Profit Domestic Corporation have been.presentod to me at my office, accompwW by the fees prescribed by law and that the documentation presented rnnforms to law as pmscnW by the provisions of the Indiana Nonprofit Corporation Act of 1911. NOW, THEREFORE, with this document I certify that said transaction will become effective Thursday, Mercy 06, 2008, In Witness Whereof, I have caused to be affixed my signature and the seal of the State ofludima, at the City of Indianapolis, March 6, 2008. TODD. ROICITA, SECRETARY OF STATE 197311-56912008030714650 Indiana Secretary of State Packet: t e: 0 1 l- eAPPRQEOFilingdate: 310612612003LL AND Effective Date: 03106/2008 i Er 3! C w' Ati'f tF STAT, EIVDMEN i AND RESTATEMENT vd+ OF THE 7008 MAR -6 p"S 3-.20 wo 5£tiRr rrr+Y l2TICLES OF INCORPORATION OF INDIANA ASSOCIATION OF CHINESE AMERICANS INC. The undersigned officer of Indiana Association of Chinese Americans, Inc. (theAssociation") a corporation which exists pursuant to the Indiana Nonprofit Corporation Act of 1991 (Indiana Code Section 23-17-1, et seg., as amended (the "Act")), herebygivenoticeofAmendmentandRestatementoftheAssociation's Articles of Incorporation in their entirety and certifies es to the following facts: Article I Amendment and Restatement Section 1. Date_of Incorporation. The date of incorporation of the AssociationwasNovember30, 1973. Section 2. Name of Corporation. The narne of the Association following thisAmendmentandRestatementtotheArticlesofIncorporationisINDIANA ASSOCIATION OF CHINESE AMERICANS, INC. Section 3. Amendment and Restatement The Amended and Restated Articles of Incorporation of the Association now are, in their entirety, set forth as Exhibit A attached hereto and made a part hereof by this reference thereto. W Article II Manner of Ado lion and Vote Section 1. Action by the Board of_Directors. The Board of Directors of the Association duly adopted a resolution proposing to amend and restate the terms and provisions of the Association's Articles of Incorporation in their entirety at a meeting heldonFebruary16, 2008, at which a quorum of such Board was present. Section 2. Action by the Members. The Amendment and Restatement of the Articles of Incorporation of the Association was approved by written ballots submitted bythemembers. All 54 members submitting ballots voted in favor of adoption of the Amended and Restated Articles and none voted against adoption. Section 3. Third Party Approval. Third parry approval was not required. Indiana Secretary of State Packet. 197311-568 Filing Date: 03/0612008 Effective Date: 03/06/2008 Section 4. 1-eQal Compliance. The manner of the adoption of the Amended and Restated Articles of Incorporation of the Association and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, and the Articles of Incorporation of the Association, as amended prior to the date hereof. true. I hereby verify, subject to penalties of perjury, that the facts contained herein are Hgno Fu, Secretary Indiana Association of Chinese -Americans, Inc. STATE OF INDIANA ) SS: COUNTY OF MARION ) Personally appeared before me, a Notary Public in and for said county and state, on this 5 day of March, 2008, the above -signed Henry Fu, known or proved to me to be the Secretary of Indiana Association of Chinese Americans, Inc. an Indiana non- profit corporation, and swore to me that she executed the foregoing instrument as her free act and deed as the free act and deed of said corporation. MC1u SEAL x Y eNDYR.hikii50N x WJvRYpiauc-nreu ly- •` ;,. > r„ry A^r,'."cx?1Z791[Oi5 Commission Expires: 9304745 Pa I y- Notary Pu c Printed Name County of Residence: tkvl t n Internal Revenue Service P.O. Box 2508 Cincinnati, OH 45201 Date: May 19, 2014 INDiANA ASSOCIATION OF CHINESE AMERICANS INC PO BOX 18 CARMEL, IN 46082 Dear Sir or Madam: Department of the Treasury Person to Contact Ms. Wiles Tall Free Telephone Number: 877••829-5500 Employer Identification Number. 23-1156805 This is in response to your April 7, 2014 request for information regarding your tax-exempt status. Our records indicate you were recognized as exempt under section 501(c)(3) of the Internal Revenue Code in a determination letter issued in March 1976. Our records also indicate you are not a private foundation within the meaning of section 509(a) of the Code because you are described in section 509(a)(2), 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/charities for information regarding filing requirements. Specifically, note that section 60330) of the Code automatically revokes the tax -exemption of any organization that fails to satisfy its filing requirement for three consecutive years. The automatic revocation of exemption is effective as of the due date of the third required annual filing or notice. The IRS maintains a list of organizations whose tax- exempt status was automatically revoked at IRS.gov. If you have any questions, please call the phone number in the heading of this letter Sincerely, 7" Wo" Tamera Rapp d " Director, Exempt Organizations STATE OF 1NDIANA COUNTY OF SS: AFFIDAVIT thorized representative 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 $ 47 PIT— Signature ' Printed Name Subscribed and sworn to before me, the undersigned Notary Public, this J day of NO'j(f , 202 2. . F re - otary Public 1 tate lr51NNAR Printed Nam:Lco 4oA lic - Sea[ tate of Indiana ber NPC683503JJ _ ires Apr 12, 2024 Resident of' /l County, Indiana My Commission Expires: rZ24t 11 I - Short Form OMB No. 1545-0047 Fonn 990-EZ Return of Organization Exempt From Income Tax 2021 Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) Do not enter social security numbers on this form, as it may be made public. Open Department of the Treasury Go to wwwJrs. ov/Form990EZ for instructions and the latest information.Inspection Internal Revenue Service 8 A Fnr tho 2n2i rarandar vaar nr taer vaar haninnlnn and andinn 13 Check if applicable: Address change Name change Initial return Final retumltenninaled Amended return Application pending C Name or organization IINDIANA ASSOCIATION OF CHINESE AMERICANS INC. D Employer identification number 23-1156805Numberandstreet (or P.O. box if mail is not delivered to street address) PO BOX 3888 Room/suite E Telephone number 317 250-3388 City or town State CARMEL IN ZIP code 46032 Foreign country name Foreign provincelstatelcounty, Foreign postal code F=4q oup mption Number G Accounting Method: L] Cash U Accrual Other (specify) N Check U if the organization is Website: www.iacaonllne.org _ _ _ _ _ not required to attach Schedule B J Tax-exempt status (check only one) — QX 501(c)(3) 501(c) ( ) (insert no.) 4947(a)(1) or 27 ( Form 990). K Form of organization: X Corporation Trust Association [:] Other L Add lines 5b, 6c, and 7b to line 9 to determine gross receipts. If gross receipts are $200,000 or tndre. or if total assets Pail 11. column B} are $500.000 or more, file Form 990 instead of Form 990-CZ $ 7,998 Revenue, Expenses, and Changes in Net Assets or Fund Balances (see the instructions for Part 1) Check if the organization used Schedule O to respond to any,'s uestion in this Part I . . . . . . . . . . x 1 Contributions, gifts, grants, and similar amounts received . -> - - - - - - - - . 1 7.996 2 Program service revenue including government fees and contracts . . - . . . . . . . . . 2 33Membershipduesandassessments . . . . . . . . . - - - -- - - - - - - - - - - - 4 24Investmentincome . . . . . . . . . . . . . .. 5a Gross amount from sale of assets other than inventory - _ 5a b Less: cost or other basis and sales expenses . . . . . . 5b c Gain or (loss) from sale of assets other than inventory (subtract line 5b from line 5a) - - - 5c 1 0 6 Gaming and fundraising events:' A a Gross income from gaming (attach Schedule G if grater than 3 16,000) . . . . . . . . . . . . . . . . . . . . . 6a iCmbGrossincomefromfundraisingevents (not incivding $ of contributions from fundraising events reported on line 1) (attach Schedule G if the sum of such gross income and contributions.ex6eeds $15,000) - 6b c Less: direct expenses from gaming ano.fundraisi6g events. - . - 6c d Net income or (loss) from gaming an'J fundraising events (add lines 6a and 6b and subtract line 6c) . . . . . . . . . .. . . . . . . . . . . . . . . . . . 6d 0 7a Gross sales of inventory, less re.t6ri7s and allowances . . . . . . . 7a b Less: cost of goods sold . .. . . . . . . . . . 7b c Gross profit or (loss) from sa..(es of inventory (subtract line 7b from line 7a) - - - - - - - - _ - 7c 1 0 8 Other revenue (describe.iii.5cf ex ie O) . . . - - - - - - - - - - - - - - - - - 8 9 Total revenue. Add fins 1•v2;13, 4, 5c, 6d, 7c, and 8 . 9 7,998 10 Grants and similar M •paid (list in Schedule O) . . . . . . . . . . . . 10 1111Benefitspaid,. or fot+lAemW&s . - . . . . . . . . . . . . . . . . . . . 12 Salaries, o r r rpensafion, and employee benefits . . . . . . . . 12 w 13 Professional Vie$' and. other payments to independent contractors - _ - 13 195 14 319a14Occupancy, refit„uti€rties, and maintenance . . . . . . . . . . . . . . . . . . . . . . ri 15 Printing, publications, postage, and shipping . . . . . . . . . . . . . . . . . . 15 16 9.84116Otherexpenses (describe in Schedule O) . . . . . . . . . . . . . . . . . 17 10,35517Totalexpenses. Add lines 10 through 16 . 18 Excess or (deficit) for the year (subtract line 17 from line 9) . . . . . . . . . . . . . . 18 2.357 H 19 Net assets or fund balances at beginning of year (from line 27, column (A)) (must agree with Q end -of -year figure reported on prior year's return) . . . . . . . . . . . . . . . . . . . . 19 35.026 20m20Otherchangesinnetassetsorfundbalances (explain in Schedule O) . . . . . . . . _ . . . Z 21 Net assets or fund balances at end of year. Combine lines 18 through 20 . 21 32.669 For Paperwork Reduction Act Notice, see the separate instructions. Form 990-EZ (2021) HTA INDIANA.AS-soCI iohl OF CHINESE.AMER[GAIdS-INC Profit & Loss (UNAUDITED) January through December-2621 Ordinary Income/Expense Income Direct Public.Support Iniiestments lhterest=SaVings,-Short=term Cl) Total Investments Total Income Expense Contract Services Accounting Fees Total Contract Services DONATIONS Facilities-anil Equipment Egoip.Rental.and Maintenance ToW Facilities and Equipment Operations LION DANCE TEAM EXPENSES Total Operations Other Types of Expenses Insurance - Liability, D' and O Total Other Types of Expenses PO BOX RENTAL Travel Mid.Meetings ConWence; Convention; Meeting Total Travel and'Meetings Total Expense Net_Qrdinary Income Net Income Jan. - Dec 21 7;996.00- c .of Income 100,0% 00 0.0ti o 2,00 7,998.00 1'00.0% 1:96.00 1:95:00: 3,400.00 319.00 3t9.0( 5,;41'9.00 5,41:9:00 3Q5.00 1.19.00 599.00 599.00 2.0a 2.4% 42.5% 4..0%: 4,0% 67.3% 67:8%o 7:5% 10;355.00 129.5% 2,357.00 -29.5% 2,357.00-29..5,% Page 1 Exhibit "F" Indiana Association Of Chinese -Americans 2022 Officers Name Quyen Hoang Kwan Hui Magan Wood Vicky Ko Benny Ko Doug Hsu Stanton Jacobs Su-Mei Ooi Dave Wolverton Office E-mail Address President Vice President Secretary Treasurer Council Member Council Member Council Member Council Member Council Member Exhibit G Indiana Association of Chinese -Americans k' `q +- I' '' Est. 1973 The Indiana Association of Chinese -Americans (IACA) is a grateful recipient of the City of Carmel Arts Grant Award since 2018 and we would like to respectfully submit an application for the 2023 Arts Grant Award. IACA is a 501(c)(3) non-profit community organization established in 1973 dedicated to cultivating the understanding and appreciation of both American and Chinese cultural heritages. For more information on IACA, please visit hb ps:Ilwww.iacachinese.or / Our first grant application was submitted in Nov 2017 based on an early Chinese Lion Dance performing arts program consisting of two lions and five high school students. Thanks to the generous Grant Awards from 2018 up through 2022, IACA's arts outreach --through internal development, community partnership and external collaboration --has undergone a remarkable transformation from a single, straightforward folk art presentation to our current status of offering multi -faceted, diversified cultural programs drawing from a wide spectrum of performing arts and scholastic arts traditions. The full diversity of our cultural offerings is represented in a three-part video series archived in the Indianapolis Public Library YouTube channel: Part-1 Scholastic Art https://www.youtube.com/watch?v=lQXY3coiEy8&feature=youtu.be Part-2 Art & Lifestyle https://www.youtube.comlwatch'?v=uM-9SOhgo8&feature=youtu.be Part-3 Performing Art httr)s-//`wwW.youtube.com/watch?v=hAlw2daEBXw&feature=youtu.be 1 As a result of the consistent yearly support provided by the City of Carmel Arts Grant Awards, IACA has been able to multiply our previous arts outreach by a hundred -fold when compared to our former output in 2017. Moreover, the quality of our arts programming now far exceeds that of our 2017 presentations. It is no exaggeration to say that the Carmel Arts Grant Award has helped IACA in significant ways to fulfill our mission of cultivating the understanding and appreciation of both American and Chinese cultural heritages. Through our partnership and collaboration, we have been able to do a lot more in terms of scale and scope, while striving continuously to elevate the quality of our program offerings. We are hopeful that our renewal application will be accepted with an increase in funding support to sustain continued growth of our expanded arts programming. Please review the section Year End report' in the following pages. 2 Year End Report 2022 Presentations Carmel CarmelFest Independence Day Parade, July 4, 2022 https://www.youtube.comlwatch-v=0 n9f8xk1PY City of Carmel, IN, Independence Day Parade, July 4, https://photos.cloogle.com/share/AFlQil2N7tB6RwVsWeCDb749R59hf7GsbbbbiOGbL5cHex7j uT9QN]OI_C9x PysUgPGHYm2Q_?key=aT€igb f ZXUOFIbVNMIMTjh3TThPN05DU5iQaTZ3 CarmelFest Parade, 7-4-2022 https://photos.google.comishare/AFIQipQYgluSLni]EIV xlpb3Cr8AwMbGEORHg6l7SBQAA5AtOUZL4wzN lit rz L L Fy4 P mA?kev = NXd pTUtl eG N EV l R6 a D l MY l Q2UjYzO U ZGb3BV bj FR An article appears in the World Journal (covering US, Canada and part of south America) https:l/www.worldjournal.comlwilstory112127515586143?from-wj catelistnews WHAM I Live at the Center https://www.youtube.com/watch?v=31YSBL6SSIo Carmel Celebration of Cultural Diversity, July 30, 2022 https_:/Lwww.ygutube.com/watch?v=PU5-XA8fbr)M Indianapolis Fundraising Presentations at Butler University https:l/wwvv.youtube.com/watch?v=VvTGWOGkgHHc Highlights on Chinese Community Volunteering at Indianapolis Monumental Marathon 2022 https:/Zwww.y!autube.com/:watch'>v=zVcKIpARM8o International Festival International Festival 2022 - Photos htts: Dtos. oo le.cam share AF1 i PFDP- P9i3d] Bypc3 Cml7D7L9NAz7vspEvOQwbot53HIjMyKRNppLwl6gWgzOf_3R_?key-NThQcmRFQzdkd24xQ29j SIVpaD] TM31wdWZgZE78 4- 4- C , NN by The Dream Ensemble - International Festival 2022 https://www.youtube.com/watch?v=ShTlRKoLRtM Traditional Instruments by Children Musicians, International Festival 2022 httE)s://www.youtube.comlwatch?v=lelbgnYRDOU WHAM Concert, International Festival 2022 https:/Iwww.youtube.com/watch?v=CuBFJTIeoL Ling's Oriental Martial Arts, Int'I Fest 2022 https://www.youtube.com/watch?v;::xyXupk2S-1s Parade of Nations, International Festival, 2022, Indianapolis, Indiana httos:llwww.youtube.com/watch?v=8dMM4k AOHc Asian Festival Lion Dance : Celebration Splendor 11=111n htt s: www. utube.com watch?v=Db8U swrdo8&feature=voutu.be Asian Fest celebrates Asian American Pacific Islander Heritage Month in Indianapolis htt s: www.ind star.com icture- alie news fecal 2022 05 22 asian-fest-indiana olls-celebrates- cuiture-heritage-communitv198752340021 Lunar New Year Celebration Lunar New Year - Global Village, Indianapolis, 1-29-2022 httpa:]/www.youtube.com/watch?v=QXi7Mx9MoWU America belongs to all of us': How the Chinese Lion Dance bridges Indianapolis cultures — Star News https:llwww. indystar.comlstorvinews/loca112022/02/01/chinese-new-year-2022-how-i ion-dance-bridges- c u I to res-i nd is na pol is19156213002 Lunar New Year - Nature School of Indiana, Feb, 2022 https:llwww. youtube. camlwattch?v= ykh2z6536Q! West Lafayette Celebration of Indian and Asian Culture, Oct 30, 2022 - Lion & Traditional Chinese Dances httos://www.)Loutube.com/watch?v=Wb6if)7OuM- El Purdue University Global Festival, Sept 17, 2022 h ttps : //p hotos. g oo g le. co m i s h a re/AF 1 Q i pPV!2kaZtm a M xzl346 h A P7m n H a Lm F8 dtRB22 6w N Oa h h o8W fKU f G WTBUfz4 W1tFYg?key=MkRQNj]OZkFaXOJBd7F4Rj1uNmdSVIZZUnNneEV3 Purdue University Global Festival, 9-17-2022 https*//www.youtube.com/watch?v=lKciYCX--XsQ&feature=youtu.be Purdue University Global Festival, evening program, 9-17-2022 https://www.youtube.com/watch?v=E4jcvtM53Qo Purdue Lion Dance July 8, 2022 https:l/www.youtube.com/watch?v=jhgDEUrapis Grant Acknowledgement IACA has regularly acknowledged the gracious support of the City of Carmel Arts Grant Award at our presentations and exhibitions, in both written and verbal forms as appropriate. 5 RESOLUTION NO. BPW 01-18-23-15 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 ArtsGrant Indiana Ballet Conservatory.docx1/9/202312:10PM 18th January s: OF CA ri 1 A+'L] f 14'NN ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and Indiana Ballet Conservatory (the Grantee"), is executed pursuant to the terms and conditions set forth herein. In consideration of those mutual undertakings and covenants, the parties agree as follows: That on behalf of Grantee, a not -for -profit corporation, I, Richard Griskie 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 $ 17,800.00 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. 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. 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: 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 2 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 Carmel 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 program 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 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 term 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: Indiana Ballet Conservatory ("Grantee") wet Date: 11 /28/2022 ATTEST: Date: 1/3/2023 le: President of the Board CITY OF CARMEL ("Grantor") James Brainard, Mayor 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: 4 Exhibit A Application/Proposal Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: Indiana Ballet Conservatory Address: 849 W. Carmel Drive Carmel, IN 46032 Telephone: 317-202-1617 Fax: Contact Person: Kara Casavan Email: kara@indianaballetconservatory.org APPLICATION AMOUNT: $ 75,000.00 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: Indiana Ballet Conservatory is a 501 c3 not -for -profit organization situated in Carmel that is dedicated to supporting and furthering the arts through the teaching of dance and ballet, producing performances of dance and music including new choreography created by the Artistic Staff, and engaging in outreach to the artistically underserved through free performances, workshops and other events. IBC has three primary and complementary missions: To provide premiere dance instruction to a growing community of youth through education of the highest excellence by unparalleled instructional methodology and renowned instructors; To provide professional performance opportunities for talented students that will reach an ever - broadening audience of those who appreciate art in Indiana; To connect with the community through free performances and educational opportunities for everyone including the underserved, the elderly, and those with disabilities or IBC is the only organization in central Indiana that meets certain specific dance education needs and it is the only dance school that provides community outreach and free performances to the extent that it does each year in Indianapolis and Carmel. IBC is the only ballet school in Indiana that exclusively teaches the Vaganova method of Ballet instruction, which is a unique method taught at the famed Vaganova Academy in St. Petersburg, Russia and passed down through graduates of the school, who include IBC faculty. IBC's instructors have qualifications to teach in this area that are not matched by any other school or instructors in central Indiana. The Vaganova Method adheres to a strict curriculum of study that balances strength, grace, stamina, artistry, and acting and includes ballet exams at each level before a student moves on to the next Level. IBC's reputation and methodologies have attracted students from numerous states across the United States and five other countries including Canada, Italy, Australia, Austria, and Japan. IBC, and its students, compete against other dance schools not only from Indiana but from across the country and world in international competitions such as the Youth America Grand Prix, ADCjIBC International Ballet Competition, and Universal Ballet Competition. IBC has won numerous awards including being named Outstanding School for the 10ffi year in a row. Additionally, IBC has been recognized for Outstanding Teacher, Outstanding Choreographer, Pt place in Ensembles, and many 1st place awards in other categories. Attached is a copy of IBC's 2022 competition achievements. In addition, each year IBC provides hundreds of free tickets to its performances to local charitable organizations including VetTix, Riley Children's Hospital, Adoptive DCS Families, Girl Scouts, among others. IBC makes a significant number of appearances throughout Carmel and Indianapolis each year to enrich and share the arts with the community including those artistically underserved. This grant will enable IBC to continue providing unparalleled artistic instruction to Indiana dancers, to continue creating and sharing with the community dance productions of the highest caliber, and to share art with the artistically underserved throughout Indiana. Indiana Ballet Conservatory seeks a Grant in the amount of $75,000 to maintain and expand its arts programs. These funds would be spent in the following way: Productions: (27%) $20,250 would be spent to support the costs associated with IBC's professional ballet productions, and the cost of creating new and innovative productions, including costs to upgrade or purchase new costumes and sets for IBC's productions. These funds would enable IBC to continue its efforts to share the beauty of traditional ballets and the excitement of new and innovative choreography with Indiana audiences, consistent with IBC's philosophy of "Honoring Tradition & Inspiring Innovation." Whether at IBC's studios or at venues such as the Tarkington and Palladium, IBC intends to continually provide a wide variety of dance performances for all ages. Unfortunately, this often comes with an increase cost of production, equipment, and other expertise to provide a high -quality performance. As in previous grant years, IBC would allocate production funds from a Carmel Arts Grant to its Carmel performances only. All of IBC's 2021-2022 ticketed performances were located at the Center for the Performing Arts in either the Tarkington or Palladium. Scholarships: (13%) or $9,750 would be spent to support scholarships for highly talented students and male students at the Conservatory who are economically challenged. These funds would enable IBC to keep very talented students who have developed through the Conservatory's training over the years and who show professional promise even when such student's family situation makes it difficult or impossible for them to continue paying tuition. Both the Conservatory and the student would benefit immensely in such cases by the continuity in training. Faculty Compensation and General Operating: (40%) or $30,000 of the funds would go towards Faculty Compensation and other operating expenses to enable IBC to continue its three-part mission including the provision of dance classes and Master Classes in Carmel and the development of its Carmel productions. IBC's Artistic Faculty is unparalleled anywhere in the Midwest in the scope of their performance careers, their academic training, and their results measured by choreography awards and the success of graduates of the Conservatory. (See Attached Faculty Bios). Notwithstanding their credentials, the small annual budget of IBC has kept Faculty salaries very low in relation to comparable professionals. These funds would enable IBC to retain its current quality Faculty which is a critical component of IBC's artistic value to the Carmel community. With IBC Faculty's established relationships with other leading professionals in the ballet world and funding provided by this grant, IBC will be able to bring international teachers and performers to Carmel for master classes and productions. Outreach: (20%) or $15,000 would be spent in outreach, by providing access to IBC performances to children and families who are underserved artistically. The funds would cover the costs of tickets to live productions and enable IBC to bring its art to students and members of the community in Carmel in a variety of venues. These funds would make a significant contribution to bringing the art of dance to those who might otherwise never have that introduction. IBC commits to using these funds for its Carmel productions and outreach to include and encompass Carmel families and children. Additional pages may be added to Exhibit Signature: Printed Name of Officer, chard Griski Title: President of the oard Date: 11/28/2022 Exhibit B N D I A N A BALLFf CONSERVATORY Proposed Operating Budget Income 5110 Tuition revenue 215,827.97 5111 Registration fee 6,192.25 5120 Private lessons 214,328.95 5121 Summer program 105,719.20 5124 Ticket Sales Summer Gala 5127 Audition Fee 30.90 5130 individual donations 9,034.14 5140 Corporate donations 7,000.00 5150 Grants 38,000.00 5160 Board Donations 3,000.00 5170 Fundraising 5,000.00 5175 Scholarship Fund 5180 Ticket Sales Nutcracker 40,865.00 5181 Nutcracker Gift Table 6,500.00 5182 Ad Sales 225.00 5184 Fall Production Tickets 5185 Fall production income 5186 Spring tickets 5187 Spring pert. - table sales 5188 Nutcracker perf fee 12,050.00 5190 Spring Performance fee 2,235.10 5191 YAGP/Competition fee 65,643.49 5195 Interest Income 2.00 5290 Misc. Income 550.00 5291 Closet sales income 600.00 5292 Parent Association 35.00 5600 Master Class Total Income 732,839.00 Expenses 6210 Marketing 5,000.00 6250 Fundraising Expenses 6311 Office Expense 9,719.87 6312 Parent Association Expenses 6320 Professional fees 12,500.00 6330 Salary - classes 173,250.00 6331 Salary - private lessons 154,832.18 6332 Salary-Indep. Contractor 947.60 6333 Indep Contractor Privates 6334 payroll taxes 32,160.18 6335 Admin Salary 54,880.00 6338 Admin Wages -1099 Wages 6340 Payroll Fees 2,589.16 6350 Lease Expenses 92,506.75 6351 Travel expense 1,000.00 6357 Master Class Expense 2,472.00 6360 Credit Card Charges 24,250.13 6370 Host Families Expense 125.00 6373 Summer Intensive Gala 4,781.26 6390 Misc. Expenses 2,912.42 6410 Storage Rental Expense 3,258.92 6420 Cleaning Exense 16,499.45 6450 Utilities 12,241.47 6510 Repair & Maintenance 2,500.00 6520 Nutcracker Performance 46,788.75 6523 Fall Performance 6521 YAGP 55,772.08 6524 Spring performance exp 10,007.55 6680 Equipment 2,552.31 6710 Insurance 4,774.05 6710 Taxes Paid 934.03 6711 Fees & Licenses 247.99 6810 Studio Director fee 2,388.00 6812 Bank Charges 500.00 6814 PayPal Charges 243.97 Uncategorized Expenses 1,092.57 Total Expenses 732,391.16 Net Operating Income 447.84 Exhibit C Indiana Ballet Conservatory, Inc. Pa6j-J928161 State of Indiana nice of the Secretary of State CERTIFICATE OF INCORPORATION of INDL4NA BALLET CONSERVATORY, INC. I, TODD ROKITA, Secretary of State of Indiana, hereby certify that Articles of Incorporation of the above Non -Profit Domestic Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Nonprofit Corporation Act of 1991. NOW, THEREFORE, with this document I certify that said transaction will become effective Monday, June 28, 2010. In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, June 28, 2010. TODD ROKITA, SECRETARY OF STATE 2010062900221 / 2010062909430 Indiana Ballet Conservatory, Inc. PaC, fig-Z 28161 NS s ARTICLES OF INCORPORATION OF INDIANA BALLET CONSERVATORY, INC. The undersigned incorporator, desiring to form a corporation C'Corporation") pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991, as amended (the ''Act"), executes the following Articles of Incorporation (these 'Articles"); ARTICLE I NAME The name of the Corporation is Indiana Ballet Conservatory, Inc. ARTICLE II CLASSIFICATION OF CORPOR_ALTION The Corporation is a public benefit corporation. ARTICLE III PURPOSES AND POWERS Section 3.1. The specific purposes and powers of this Corporation are as follows: a) This Corporation is organized and is to be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended (hereinafter referred to as the "Carle"), including 0) the education of the general public in mallet and other forms ofdance; (5) the instruction, choreognaphY and performance of ballet and other fortes of dance; (iii) the creation of programs and performances for untlerserved youth in the gi•eater Indianapolis, Indiana area in order that such youth develop a greater awareness of ballet and other forms of dance; and (iv) the transaction of any and ell lawfulbusinessforwhichcorporationsmaybeincorporatedundertheAMprovidedthatsuchbusinessis not inconsistent with the Corporation being organized and operated exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Code. All references to the Codecontainedinthese .Articles are deemed to include corresponding provisions of any future United States Internal Revenue law. b) In furtherance of the purposes set forth in this Article Ill, the Corporation may exercise all the rights and powers conferred on nonprofit public benefit corporations under the laWS of the State of Indiana. Section 3.2 No substantial part of the ao ivi€ies of the Corporation shall consist, except as otherwise provided in Section 501(h) of the Cote, of carrying on propaganda, or otherwise atte}npting to influence legislation, nor shall the Corporation participate in, or intervene in (including the pubiishing or distributing of statements or otherwise), any poIiticaI campaign on behalf of or in opposition to anv candidate for public office. 4"35093 v3/R',- Indiana Ballet Conservatory, Inc. Pa66-Y28161 Section 33 Notwithstanding any other provision of these Artieies, this Corporation shall not enga;e lit any activities or exercise any powers, whether express or implied, so as to disqualify the Corporation from exemption from federal income tax under Section 501(a} ofthe Code by reason of being an organization described in section 501 (c)(3) of the Code. ARTICLE IV PERM OF EXISTENCE The Corporation shall have perpetual existence. ARTICLE V REGISTERED AGENT; REGISTERED OFFICE; PRINCIPAL OFFICE The address of the Corporation's initial registered office in the State of Indiana and the initial registered agent are as follows: Melissa Rust 484 E. Carmel Drive, Suite 215 Carmel, 1N 46032 The address of the Corporation's principal office in the State of Indiana is as follows: 484 E. Camiel Drive; Suite 215 Carmel, IN 46032 ARTICLE NrI NO MEMBERS The Corporation shall have no members. ARTICLE VII DIRECTORS Upon incorporation, the initial Board of Directors shall consist of three (3) directors. thereafter, the number of directors shall be specified in or mixed in accordance with the Bylaws Of the Corporation; provided, however, that the minimum number of directors shall be three (3). The Board oFDirectors is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation. ARTICLE VIII NAME AND ADDRESS OF INCORPORATOR The name and address of the incorporator of the Corporation is as follows: Bobbi Milliken Coolq LLP 45093 v31RE Indiana Ballet Conservatory, Inc. Pa6j24928161 f 1951 Freedom Drive Reston, VA 20190 ARTICLE IX DISTRIBUTION OF ASSETS UPON DISSOLUTION Section 9.1 The property of the Corporation is irrevocably dedicated to charitable and educational purposes and no part of the net earnings, net income, property or assets of the Corporation shall ever inure to the benefit of, or be distributed to, its members, directors, officers,. or any private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III hereof. No part of the net earnings or of the property or assets of the Corporation shall be used other than for the purposes of the Corporation as set forth in Article III hereof oras provided in this Article IX. Section 9.2 In the event of liquidation, dissolution, termination, or winding up of the Corporation ( whether voluntary, involuntary or by operation of law), the Board of Directors shall: after paying or making adequate provisions for the payment ofail of the liabilities of theCorporation, transferalloftheremainingpropertyandassetsoftheCorporationtooneormoreQualifiedOrganizations, as defined below, as the Board of Directors shall determine. For purposes of this Article IX, " Qualffted Organization" shall mean a corporation or other or,anizat ion organized and operated exclusively for charitable, educational or scientific purposes, which corporation or other organization at the time qualifies as exempt rrom income tax under section 501(a) of the Code by reason of being an organization described in Section 501(c)(3) of the Code. Signature Page Follows] 445093 v3n4s; Indiana Ballet Conservatory, Inc. Pa6g-;928161 IN WITNESS WHEREOF, the undersigned incorporator executes these Articles of Incorporation and verifies subject to penalties of perjury that the facts contained herein are true. Dated this 2P day of June, 2010. 4. 443093 v3/RE Exhibit D INTERNAL REVENUE SERVICE P. 0. BOX 2508 CINCINNATI, OH 45201 Date: MAY 0 9 2011 INDIANA BALLET CONSERVATORY INC C/O DAUBY OCONNOR & ZALESKI LLC THADDEUS B ZALESKI 501 CONGRESSIONAL BLVD STE 300 CARMEL. IN 46032 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 27-2928161 DLN:. 17053299355000 Contact Person: JOANN DUNHAM ID# 95215 Contact Telephone Number: 877) 829-5500 Accounting Period Ending: July 31 Public Charity Status: 509(a)(2) Form 990 Required: Yes Effective Date of Exemption: June 28, 2010 Contribution Deductibility: Yes Addendum Applies: No We are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code. Contributions to you are deductible under section 170 of the Code. You are also qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records. Organizations exempt under section 501(c)(3) of the Code are further classified as either public charities or private foundations. We determined that you are a public charity under the Code section(s) listed in the heading of this letter. Please see enclosed Publication 4221-PC, Compliance Guide for 501(c)(3) Public Charities, for some helpful information about your responsibilities as an exempt organization. Letter 947 (DO/CG) 2- INDIANA BALLET CONSERVATORY INC We have sent a copy of this letter to your representative as indicated in your power of attorney. Enclosure: Publication 4221-PC Sincerely, Lois G. Lerner Director, Exempt Organizations Letter 947 (DO/CG) Exhibit E STATE OF INDIANA SS: COUNTY OF Hamilton ) I Richard Griskie of Indiana Ballet Conservatory AFFIDAVIT an authorized representative Grantee"), 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 $706,160.10. Signature Printed N e Indiana Subscribed and sworn to before me, the undersigned Notary Public, this ' JN ()ye m e r . 202 Z. SEAL] AMIR ABBAS A Notary Public - Seal Hamilton County - State of Indiana Commission Number NP0735816 My Commission Expires Aug 29, 2029 alm q9± - -= Signature - NotaryPublic Printed Name Arn'lr , Q `I GS day of Resident of '1 Q rn I County, Indiana My Commission Expires: 12- 9/ Z- 2 INDIANA BALLET CONSERVATORY, INC. STATEMENTS OF FINANCIAL POSITION AS OF JULY 31, 2021 AND 2020 Assets 2021 2020 Assets Cash and cash equivalents 186,615 208,815 Accounts receivable 2.378 7,286 Total current assets 188,993 216,101 Property and equipment Leasehold improvements 120.621 95,094 Total property and equipment 120,621 95,094 Accumulated depreciation 94,177) 89,793) Net property and equipment 26,444 5,301 Other assets Prepaid expenses 7,231 6,923 Total other assets 7,231 6,923 Total assets 222,668 228,325 Liabilities and net assets Current liabilities Accounts payable 5,585 Deferred revenue 11,181 Salaries payable 8,762 Payroll taxes payable 2,942 Total current liabilities 28,470 Total liabilities 28,470 Net assets Net assets without donor restrictions 194,198 Total net assets 194,198 Total liabilities and net assets 222,668 3,373 18,306 8,512 1,167 31,358 31,358 196,967 228,325 3 INDIANA BALLET CONSERVATORY, INC. STATEMENTS OF ACTIVITIES FOR THE YEARS ENDED JULY 31, 2021 AND 2020 Revenues and support Tuition Private lessons Summer program fee Performance revenue Pledges and contributions Fundraising Miscellaneous Total revenues and support Expenses Program services Fundraising Management and general Total cost of operations Change in net assets Net assets - beginning of year Net assets - end of year 2021 2020 221,713 254,436 214,329 204,097 101,210 77,190 84,358 157,263 58,344 112,594 1,354 50 1.133 4.923 682,441 810,553 592,033 560,059 2,519 1,761 90,658 80,666 685,210 642,486 2,769) 168,067 196,967 28,900 194,198 $ 196,967 4 INDIANA BALLET CONSERVATORY, INC. STATEMENT OF FUNCTIONAL EXPENSES FOR THE YEAR ENDED JULY 31, 2021 Management Program Fund Raising and General Total Salaries $ 338,227 S 45,803 384,030 Payroll taxes 31,322 - 31,322 Performance expenses 82,198 - 82,198 Advertising and marketing 5,047 - 5,047 Office expenses 344 - 8,405 8,749 Professional fees 12,500 12,500 Bank and credit card transaction fees 23,950 23,950 Insurance 3,763 - 3,763 Utilities 11,971 11,971 Rental expense 87,289 87,289 Repairs and maintenance 2,028 2,028 Cleaning 16,019 16,019 Other expense 9,442 2,519 11,961 Depreciation 4,383 - 4,383 Total expenses $ 592,033 $ 2,519 90,658 685.210 5 INDIANA BALLET CONSERVATORY, INC. STATEMENT OF FUNCTIONAL EXPENSES FOR THE YEAR ENDED JULY 31, 2020 Management Program Fund Raisin and General Salaries $ 323,343 $ 39,475 Payroll taxes 28,423 PerFormance expenses 92,825 Advertising and marketing 924 Office expenses 8,405 Professional fees 12,400 Bank and credit card transaction fees 5,757 20,386 Insurance 4,727 - Utilities 8,976 Rental expense 85,609 - Repairs and maintenance 916 Cleaning o 2,100 Other expense 3,401 1,761 Depreciation _ 3,058 - Total expenses $ 560,059 $ 1,761 80,666 Total 362,818 28,423 92,825 924 8,405 12,400 26,143 4,727 8,976 85,609 916 2,100 5,162 3,058 642,486 0 INDIANA BALLET CONSERVATORY, INC. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JULY 31, 2021 AND 2020 Cash flows from operating activities Change in net assets Adjustments to reconcile change in net assets to net cash provided by operating activities Depreciation Increase) decrease in assets Accounts receivable Prepaid expenses Increase (decrease) in liabilities Accounts payable Deferred revenue Salaries payable Payroll taxes payable Net cash provided by (used in) operating activities Cash from investing activities Purchase of property and equipment Net cash provided by (used in) investing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of fiscal year Cash and cash equivalents, end of fiscal year 2021 2020 2,769) $ 168,067 4,383 3,058 4,908 3,248 308) 6,923) 2,212 1,567 1,775 7,782 7,125) 2,676) 3,326 175,048 25,526) 25,526) - 22,200) 175,048 208,815 33,767 186,615 $ 208,815 7 EXTENDED TO JUNE 15, 2022 Return of Organization Exempt From Income Tax °fig Np 154$-0 0 4 Form 9Ja D Under section 501(c), 527, or 4947(ax1) of the Internal Revenue Code (except private foundations) 020 Do not enter social security numbers on this form as it may be made public. Open to Public Department of the Treasury irkwral Aeven"s Sw%,kce Go to www.irs.nov/Form990 for instructions and the latest Information. Inspection A For the 2020 calendar year, or tax year beginning AUG 1, 2020 and ending JUL 31 , 2 0 21 B Check it C Name of organization D Employer identification number applicable: char`echance- INDIANA BALLET CONSERVATORY, INC. Name change Doing business as Initial return Number and street (or P.O. box if mail is not delivered to street address) Fireturn/ net 849 W . CARMEL DRIVE termin- ated City or town, state or province, country, and ZIP or foreign postal code return CARMEL, CARMEL IN 46032 Alina- t onppF Name and address of principal officer: MARY NOLD LARIMORE pending SAME AS C ABOVE 27- 2928161 Room/ suite E Telephone number 317- 379-1188 G Grossracc,1c5 682,441. H( a) Is this a group return for subordinates? 0 Yes 0 No H( b) Are all subordinates included? E] Yes No kRbr 0 5271 If "No," attach a list. See instructions 1 Website: 10, WWW. INDIANABALLETCONSERVATORY . ORG H c Group exemption number K Form of organization n Corporation n Trust n Association n Other L Year of formation: 2 0 101 M State of leoal domicile: IN Part 1 Briefly describe the organization's mission or most significant activities: INDIANA BALLET CONSERVATORY, D c INC. IS A NOT —FOR —PROFIT CORPORATION (THE "CORPORATION") ORGANIZED c2 Check this box if the organization discontinued its operations or disposed : f more than 25% of its net assets. c3 Number of voting members of the governing body (Part VI, line 1 a) 3 5 04 Number of independent voting members of the governing body (Part VI, line 1b 4 5 ca.... 0 5 Total number of individuals employed in calendar year 2020 (Part V, line 2a) ,- .__............ .. 5 13 6 Total number of volunteers (estimate if necessary) .......... 6 27 7 a Total unrelated business revenue from Part VIII, column (C), line 12 7a 0 • a b Net unrelated business taxable income from Form 990-T Part I line .......................................... 7b 0 Prior Year Current Year 112, 594. 58,344. 8Contributionsandgrants (Part VIII,line 1h) md 9 Program service revenue (Part VIII, line 2g) *...... ................ 6 9 4, 3 5 2. 622,210. 1. 8 . y10Investmentincome (Part VIII, column (A), lines 3, 4, and 7d] ..... ........... ................ 3,606. 1,879. 11 Otherrevenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 106, and 1 l e) ------------------------ 810,553 . 682,441. 12 Totalrevenue - add lines 8 throw h 11 tmust equal Part Vi I I, column (A), line 12 13 Grants and similar amounts paid (Part IX, column (A), lines 1-3) 1,800 • 0 • 0 • 0 • 14 Benefitspaidtoorformembers (Part IX, column (A), line 4) 391,241. 415,253. y 15Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) ..... 0 . 0 • d 16aProfessional fundraising fees (Part IX, column (A), line 11 e) CL b Total fundraising expenses (Part IX, column (D), line 25) 0 253,713 . 272,981. x w17Otherexpenses (Part IX, column (A), lines 11 a-11 d, 11f-24e) . .. . ..... . . . ..... ....... . .„ 646,754. 688,234. 18 Totalexpenses. Add lines 13-17 (must equal Part IX, column (A), line 25) ............... 163,799 . 5 , 7 9 3 . 19 Revenuelessexpenses. Subtract line 18 from line 12 . ............................................ o Beginning of Current Year End of Year 269,671. 260,991. 20 Totalassets (Part X, line 16) ...................,..,,..._,..,_.............._................................. 31,359. 28,472 . a 21Totalliabilities (PartX, line26) „___________________ _____ __ ___ ____________________ ___________ 238,312. 232,519. z , 22Netassetsorfundbalances. Subtract line 21 from Ilne 20 ......... .. _.......................... Part u I brgna[ure MOCK 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 (other than officer) is based on all information of which preparer has any knowledge. Sign Here Signature of officer Date SARAN AMES, TREASURER Type or print name and title Paid Print/ Type preparer's name 3KATERINA GWYN Preparer's signature Date Check 0 if W- emoloved PTIN 01333750 Preparer Firm' s name It DAUBY 0 ' CONNOR & ZALESKI , LLC Firm's EIN 3 5 —17 5 0 6 6 4 Use Only Firm's address 501 CONGRESSIONAL BLVD # 3 0 0 CARMEL, IN 46032 Phoneno-(317) 848-5700 May the IRS discuss this return with the preparer shown above? See instructions............................................ = Yes n No 032001 12- 23-20 LHA For Paperwork Reduction Act Notice, see the separate instructions. Form 990 (2020) SEE SCHEDULE 0 FOR ORGANIZATION MISSION STATEMENT CONTINUATION Exhibit F INDIANABALLET CONSERVATORY IBC Board of Directors 2022 Richard Griskie (President) Throughout his career, Rick has served Executive Management (President/COO), Senior Technology (CIO/CTO), and Product Management Leader with a proven reputation for consistently delivering transformation across product management, product development, implementation, operations, sales, and IT. He has repeatedly spearheaded Digital Transformations that delivered strong contributions to revenue, margins, ROI, and business growth in industry -leading SaaS organizations spanning startup, turnaround, and Fortune 100 companies. He is a Hands on" leader who sets a clear vision and path forward to achieve exceptional business, delivery, quality, and stability results. Rick is known as a participative servant leader who builds, motivates, and drives large, high - performing teams within a culture of accountability, transparency, collaboration, and engagement. Matisol Buchanan As CEO of Premikati, Inc. Marisol specializes in driving maximum organization effectiveness and competitive advantage through Procurement Process Reengineering and Change Management. Her background is distinctive as it incorporates experiences in both strategic and operational roles in procurement, business development, change management, and process improvement from privately held to Fortune 100 companies. Marisol started her career at Merck in pharmaceutical sales, responsible for leading a team of 16 to increase market share and improving physician education. Leveraging the experience she gained, Marisol was recruited and worked for Takeda and later Schering-Plough in change management and process improvement roles, working with various regional sales directors and their team to improve effectiveness and margins. She continued to hone her Change Management and Process Improvement backgrounds at Caterpillar headquarters by taking on a Procurement Change Master role in Caterpillar's Global Purchasing Organization. After several years and successful transformation projects, Marisol was recruited by SAP Ariba as one of the senior Change Management executives, leading consulting teams driving value by streamlining global processes while leveraging technology for Fortune 500 Procurement and Finance executives in a variety of industries. In 2009 Marisol founded Premikati, a Procurement and Supply Chain Management Consulting firm. Premikati has become one of SAP's top partner receiving the SAP Pinnacle Award three years in a row. Only 60 SAP partners out of the 21,000 partners globally are recognized, proving her global organization to excel in delivery and customer satisfaction. Marisol works with companies across numerous industries delivering expertise in procurement technology, change management, development of new processes and process re -engineering, as well as the development and implementation of business programs for companies and their end customers. Indiana Ballet Conservatory, 849 West Cannel Drive, Carmel, Indiana 46032 www.indianaballetconser-vatory.org Amy Wright Amy focuses her practice on trademark, copyright and right of publicity law in the context of aggressively pursuing infringing entities on behalf of her clients, as well as managing global IP portfolios. She has been successful in complex litigation, negotiations and settling a variety of IP infringements on behalf of her clients, including the Estate of Marilyn Monroe, the Estate of John Dillinger, the Estate of Duke Ellington, CMG Worldwide, The Hershey Company, Heineken, Volkswagen of America, Indiana University and others. Amy also devotes much of her time to the practice of entertainment law by providing full -service representation to her clients throughout the country in the entertainment industries related to music, film, theater, television, book publishing, games and the visual arts. Prior to private practice, Amy was a senior member of the in-house legal department of CMG Worldwide, an international leader in the protection and prosecution of intellectual property rights of celebrities and sports icons worldwide. Amy is certified by the Indiana Supreme Court as a Family Law Mediator. She previously updated the Indiana Practice Rules On Alternative Dispute Resolution for Mr. John R. VanWinkle Dispute Resolution, and she is a frequent speaker in the areas of Intellectual Property Law. Amy currently serves as vice president of the Alliance Frangaise d'Indianapolis and is a past board member of Ballet Internationale, the Indiana Repertory Theatre, Dance Kaleidoscope, Indianapolis Men's Chorus, and New World Youth Orchestra. H Indiana Ballet Conservatory, 849 West Carmel Drive, Carmel, Indiana 46032 www.indianaballetconservatory.org Exhibit G N D I A N A BALLET CONSERVATORY Honoring TradMon. Inspiring Innovafion. Indiana Ballet Conservatory — 2023 Grant Application Year -End Report on 2021-2022 Indiana Ballet Conservatory's 2021-2022 proposal included the following categories and subsequent implementation of funds: Productions: Grant funds were allocated to support the costs associated with IBC's professional ballet productions, and the cost of creating new and innovative productions, including costs to upgrade or purchase new costumes and sets for IBC's productions under development. IBC specifically allocated Grant funds to support its performances in Carmel specifically, which included: 4 2021 and 4 2022 Nutcracker performances at the Palladium and the Spring 2022 Production of Fairy Doll held at the Tarkington. IBC also staged a YAGP competition run through at the Tarkington. Additional more intimate, smaller performances were held at the IBC Studios located in Carmel. Scholarships: These grant funds were used to award 6 full scholarships and 3 partial scholarships to students with great talent and economic need so that they could continue their studies at our Carmel studios. Faculty Compensation and General Operating: Funds allocated to Faculty Compensation and other operating expenses enabled IBC to continue its three-part mission including the provision of dance classes and Master Classes in Carmel and the development of its Carmel productions. IBC's Artistic Faculty is unparalleled anywhere in the Midwest in the scope of their performance careers, their academic training, and their results measured by choreography awards and the success of graduates of the Conservatory. (See Attached Faculty Bios). In addition, IBC was able to host international guest artist Sebastian Vinet to teach master classes to not only IBC students, but other ballet dancers in the Carmel area. Outreach: Funds covered the cost of more than 150 tickets to IBC productions and enabled IBC to bring its art to students and members of the community in Carmel in a variety of venues. In addition, the funding supported IBC performing the following outreach performances: City of Carmel's Christkindlmarkt, City of Carmel Holiday at Carter Green, Penrod, Carmel Fest 4`I' of July Parade. and a large benefit for the Ukraine. In addition. IBC offered a summer Qala performance at Cannel Middle School free of charge to the community. Page I of 2 Page 2 of 2 Faculty Bios INDIANABALLET CON SFRVAYORY Faculty Alyona Yakovleva-Randall, Founding Artistic Director, Master Teacher & Coach Ms. Yakovleva-Randall is a highly degreed, award -winning ballet dancer, choreographer, teacher, and artistic director. Ms. Yakovleva-Randall began her training at the Academy of Ballet in Novosibirsk and continued to St. Petersburg State University of Culture and Art in Russia, graduating in 1999 with a degree certifying her in Professional Ballet Dance Performance; Choreography; and Ballet, Character, and Historical Dance Instruction. In the summers of 2006, 2007, and 2010 she completed seminars at the Vaganova Ballet Academy of St. Petersburg, Russia, on the preservation and uniformity of the Vaganova Method of ballet instruction. As a Professor of Performance Arts at Dong Duk's Women's University in Seoul, Korea, Ms. Yakovleva-Randall performed, taught, and choreographed for such renowned organizations as Universal Ballet Company, Chong-Dong Theatre and MadeInDance Company. In 2001, Ms. Yakovleva-Randall began teaching for the Clara R. Noyes Academy of Ballet Internationale for four years. In 2005, Ms. Yakovleva-Randall was named Artistic Director of the Russian Ballet Academy of Indiana (RBAI) and the Indiana Ballet Company. Under her leadership, RBAI won Outstanding School" at Youth America Grand Prix (YAGP) Regional in 2007, 2009, and 2010. She was also awarded "Outstanding Teacher" in 2006. Ms. Yakovleva-Randall, along with a host of business and legal minds, formed Indiana Ballet Conservatory in 2010. Ms. Yakovleva-Randall's classical repertoire includes Sleeping Beauty, Giselle, Don Quixote, Paquita, The Nutcracker, Chopiniana, and La Esmeralda. Her contemporary repertoire includes extensive choreography by Leonid Jacobsen, of St. Petersburg, Russia. She also worked with Indra Reinholde of Riga, Latvia — who was choreographing exclusively for Ms. Yakovleva, Vivaldi 's Duet for Violin and Orchestra, and several others. She also worked with MadelnDance Company, Seoul, Korea, in the production Floating & Walking. In Indianapolis, Ms. Yakovleva-Randall danced many leading roles in productions for Gregory Hancock Dance Theater, and for the Indiana Ballet Company in On Earth We Stand and Love and Gravity (choreography by Nicholas Owens). Ms. Yakovleva-Randall has produced the original ballets, Phantom of the Opera —named one of the "Top Fall Events to See" by the Indianapolis Star in 2008, From Shakespeare with Love, and Pulse: Dancing to the Beat of our Own Drummer, and has also choreographed numerous pieces for her students for competition, performances, and festivals. Under Ms. Yakovleva-Randall's Directorship, IBC has won "Outstanding School" at the YAGP Regional in 2011, 2013, 2014, 2015, 2016, 2017, and 2018. She has also coached students who have won top International awards at YAGP New York, Moscow International Ballet Competition, ADCJIBC Youth International Ballet Competition, Indianapolis International Ballet Competition, and the International Ballet Competition — Varna, and has been awarded both the "Outstanding Teacher" award from YAGP as well as the "Outstanding Coach" award at the 2017 ADCJIBC. She is currently guiding IBC into the future as the school is flourishing and gaining worldwide recognition as a premier training ground for young dancers. 849 W Carmel Drive, Carmel, IN, 46032— 317-202-1617 — www,lndianaBalletConservatory.org Tatiana Pali, Academy Principal & Ballet Mistress Ms. Pali is one of only a handful of world-renowned prima ballerinas teaching ballet full-time in the United States, bringing her talents and set of achievements to a very fortunate Indiana Ballet Conservatory. Ms. Pali honors IBC and its students by bringing an incredible history of performance, achievements and awards to IBC's upper level students. Ms. Pali achieved stardom as a Prima Ballerina with the Moscow Classical Ballet, garnering numerous international awards for her performances in Swan Lake, Don Quixote, Giselle, Romeo & Juliet, The Creation of the World, Paquita, and many others. She won the Gold Medal at the prestigious International Ballet Competition in Vama, Bulgaria, received the August Boumonville prize from the Paris Ballet Academy, was acclaimed with the title "Honored Artist of Russia" and was named as 'Best Ballerina of the Year in Moscow" in 1991. Ms. Pali has been regularly featured in international galas and participated with other gold medalists in the Russian All -Stars Super Gala" in Tokyo. Indianapolis audiences have enjoyed Ms. Pali in many leading roles in Coppelia, La Sylphide, Giselle, The Creation of the World, and many others. In April 2000, Ms. Pali retired as Principal Dancer with Ballet Internationale by offering a magnificent and unforgettable performance as Scheherazade in A Thousand and One Nights. She continued to assist in the artistic direction of the company and was a member of the Clara R. Noyes Academy, and was a senior instructor with the Russian Ballet Academy of Indiana from 2005-2010. In 2004 and 2007 she was named Outstanding Teacher at the Youth America Grand Prix Competition. Ms. Pali brings decades of experience, credibility, and a worldwide reputation to her position as Academy Principal of the Indiana Ballet Conservatory. Sergey Sergiev, Gentlemen's & Contemporary Instructor and Choreographer Born in Bulgaria's capitol, Mr. Sergiev studied ballet at the State Choreographic Institute in Sofia. Following graduation, he joined the National Ballet of Bulgaria where he danced until 2000. In that same year, he joined Ballet Internationale in Indianapolis. His repertoire with the National Ballet of Bulgaria includes featured roles in Swan Lake, Giselle, Zorba the Greek, The Nutcracker and Dracula, and featured roles in Sleeping Beauty, Marz, Interzone, Peter Pan and One Thousand and One Nights with Ballet Internationale. He has toured internationally in Germany, France, Greece, South Korea, China, Canada, Spain, and other countries. Peter Koldamov, Iasen Valchanov, Irina Kolpakova, Vladilen Semenov, and Eldar Aliev have all played an instrumental role in shaping Mr. Sergiev as an artist. Mr. Sergiev received the honor of Outstanding Choreographer at the 2009, 2012, 2015, 2017, and 2018 Youth America Grand Prix competition, and 2019 WBAC, as well as the Choreography Award at the 2010 World Ballet Competition. Roman Nikiforov, , Pre -Professional Faculty Member A native of Ulan-Ude, Russian Federation, Roman Nikiforov started his Vaganova ballet training at age 10 in 1992 with the Buryat Choreography College, Ulan-Ude. In 1998 he was transferred to the Krasnoyarsk Choreography College, Krasnoyarsk. While studying, Roman as an apprentice joined the Krasnoyarsk National Opera and Ballet Theater. In 2000, shortly after graduating, Roman got invited to work as a highest category professional ballet artist with the Russian State Ballet of Moscow. In 2004 he received an offer to join the prestigious Ballet Internationale company and moved to United States Indianapolis, IN. In 2008 as a principal dancer Roman joined the Metropolitan Classical Ballet in Arlington, TX. His repertoire includes all the most known classical ballet parts and roles and many contemporary productions as well. Roman has extensive teaching experience. In 2016 Roman joined the World Ballet Art Competition as a jury member. 849 W Carmel Drive, Carmel, IN, 46032 — 317-202-1617 — www.IndianaBalletConservatory.org Lalah Hazelwood, Modern & Jazz Instructor Lalah Ayan Hazelwood began her dance training in Indianapolis, Indiana at Kenyetta Dance Studio under the direction of her mother, Vanessa Owens. She has had the opportunity to study at Deeply Rooted Dance Theater's Summer Intensive, International Association of Blacks in Dance conferences and The Alvin Ailey School on scholarship. She is a 2013 graduate of Indiana University Bloomington. While at IUB, she performed works by Martha Graham, Paul Taylor, David Parsons, Bella Lewitzky, Laurie Eisenhower and Larry Keigwin & Nicole Wolcott. Lalah is a three time, consecutive recipient of the National Society of Arts and Letters' Chapter Career Award in Dance for the Bloomington Chapter. She has performed in many galas at the American College Dance Festival, served as an ambassador for IU Dance at the Kid's Cafe Festival in Brooklyn, NY and traveled to Birmingham, AL to represent the Bloomington Chapter of NSAL. Lalah has performed seasons with Deeply Rooted Dance Theater Chicago, IL) and Philadanco (Philadelphia, PA). She is currently teaching an advanced dance course at her alma mater, Indiana University Bloomington. Lalah is a proud member of Alpha Kappa Alpha Sorority, Inc. Lalah is about to enter into her seconc season as Associate Artistic Director for Kenyetta Dance Company. Brooke Napier, Award Winning Choreographer and Contemporary Teacher. Brooke was the Dancers Edge/CSA Company Director for the last 12 years and she is currently a contemporary choreographer and instructor for Indiana Ballet Conservatory. Brooke also travels the country doing freelance master classes and choreography. Victoria Karalis, Preparatory Instructor and Adult Ballet Instructor Tori is thrilled to be on staff at Indiana Ballet Conservatory as an instructor for the Preparatory Program and Adult Ballet! Originally from St. Charles, IL, her training began at Kenneth von Heidecke's Chicago Festival Ballet, and includes intensive programs and performances with Underground Arts Connection, Fox Ballet, Joffrey Academy, Nashville Ballet, BalletMet, Elements Contemporary Ballet, Hubbard Street Dance Chicago, and Alvin Ailey American Dance Theater. She has also competed internationally at the Tanzolymp Dance Festival in Berlin, Germany. She earned her bachelor's from Northwestern University, her master's from Vanderbilt University, and currently works in business development throughout Central Indiana. When not dancing, she enjoys spending time with her husband and family exploring the Indianapolis area. Tod Baker, Jazz, Tap and Musical Theatre Instructor Tod has a BS Degree from Ball State majoring in dance and theatre. After college he danced at Opryland, Busch Gardens, Damn Yankees International tour, and royal Caribbean cruise ships before settling in Carmel, Indiana. He has taught at, Carmel Performing Arts, IDA , AList, and currently IBC and Performers Edge. He also runs his own Pilates studio where he specializes in training dancers and athletes! He loves working at IBC with all the amazing teachers and students. Aurora Ausserer, Preparatory 1 and 2 Instructor Aurora is 17 years old and previously moved from Seattle, WA to Indianapolis, IN to train at Indiana Ballet Conservatory. She is finishing her Senior year through The Laurel Springs School. She started ballet at the age of two at MK Ballet in Kirkland, Washington and later danced at The Ballet Workshop in Port Angeles, Washington. She then moved to Indiana for the 2020-2021 school year to dance at IBC and train with their amazing faculty. This past season she received third place in the classical and contemporary categories at YAGP and ADCJIBC and was invited to compete at the 2022 YAGP Finals in Tampa, FL. Last November she debuted as the Sugar Plum Fairy in Indiana Ballet Conservatory's Nutcracker and when not dancing herself, she loves teaching the Prep 1 and Prep 2 classes. 849 W Carmel Drive, Carmel, IN, 46032 — 317-202-1617 — www.IndianaBalletConservatory.org List of Recent Honors IBC Honors 2022 City Award Division / PositionName Haylie Fletcher San Diego, CA Top 12 Junior Age Division Aurora Ausserer Seattle, WA 3rd Place (TIE) Senior Age Division Aurora Ausserer Seattle, WA Top 12 Senior Age Division Aurora Ausserer Seattle, WA Top 24 Senior Age Division Aurora Ausserer Seattle, WA 3rd Place Senior Age Division Aurora Ausserer Seattle, WA Top 12 Senior Age Division Tenly Devoe Pittsburgh, PA Top 24 Senior Age Division Tenly Devoe Pittsburgh, PA Top 12 Senior Age Division Clara Crane Pittsburgh, PA 2nd Place (TIE) Junior Age Division Clara Crane Pittsburgh, PA Top 12 Junior Age Division Clara Crane Pittsburgh, PA Top 24 Junior Age Division Clara Crane Pittsburgh, PA Top 12 Junior Age Division Haylie Fletcher Atlanta, GA Top 12 Junior Age Division Haylie Fletcher Atlanta, GA Top 24 Junior Age Division Rin Matsunami Feb) Chicago, IL Top 24 Senior Age Division Shannon Mcniven Feb) Chicago IL Top 24 Senior Age Division Shannon Mcniven Chicago, IL Top 12 Senior Age Division Abigail Warn Chicago, IL FebRyo Top 12 Junior Age Division Matsunami Feb) Chicago IL Top 12 Junior Age Division Abigail Warn Feb) Chicago IL Top 24 Junior Age Division Hana Lee Chicago, IL FebLily Top 24 Junior Age Division Murphy Chicago, hic go IL FebMerritt Top 24 Junior Age Division Goheen Feb) Chicago, IL Top 24 Junior Age Division Ryo Matsunami Chicago, IL FebAbigail Top 24 Junior Age Division Warn Feb) Chicago IL 3rd Place (TIE) Junior Age Division Abigail Warn Chicago, IL FebMerritt Top 12 Junior Age Division Goheen Feb) go, IL Top 12 Junior Age Division Ryo Matsunami Chica Feb) go IL Top 12 Junior Age Division Sophia Gladkov Chicago, IL( Feb) Top 12 Junior Age Division Phoebe Ingram Feb) Chicago IL 2nd Place Pre -Competitive Age Division Jade Crane Chicago, IL Feb) Top 12 Pre -Competitive Age Division Phoebe Ingram Feb) Chicago, IL Top 12 Pre -Competitive Age Division Phoebe Ingram Chicago, IL 1st Place Pre -Competitive Age Division Phoebe Ingram Chicago, IL Top 12 Pre -Competitive Age Division Sophia Gladkov Salt Lake City, LIT Top 12 Junior Age Division Sophia Gladkov Sat Lake City, LIT Top 24 Junior Age Division Abigail Kimball Kansas City, MO 1 st Place Senior Age Division Abigail Kimball Kansas City, MO Top 12 Senior Age Division Shannon Mcniven Kansas City, MO Top 12 Senior Age Division Abigail Kimball Kansas City, MO Top 24 Senior Age Division Anna Schmitz Kansas City, MO Top 24 Senior Age Division Shannon Mcniven Kansas City, MO Top 24 Senior Age Division Shannon Mcniven Kansas City, MO 2nd Place Senior Age Division Anna Schmitz Kansas City, MO Top 12 Senior Age Division Shannon Mcniven Kansas City, MO Top 12 Senior Age Division Holding On And Letting Go Kansas City, MO 1 st Place Small Ensembles Anna Schmitz Indianapolis, IN Top 12 Senior Age Division Anna Schmitz Indianapolis, IN Top 24 Senior Age Division Phoebe Burrell Indianapolis, IN Top 24 Senior Age Division Abigail Kimball Indianapolis, IN Top 12 Senior Age Division Luke Derksen Indianapolis, IN 2nd Place Senior Age Division Ashlie Rohan Indianapolis, IN Top 12 Junior Age Division Ashlie Rohan Indianapolis, IN Top 24 Junior Age Division Thomas Wilcutts Indianapolis, IN Top 24 Junior Age Division Merritt Goheen Indianapolis, IN 3rd Place (TIE) Junior Age Division Lilly Hussong Indianapolis, IN Top 12 Junior Age Division Merritt Goheen Indianapolis, IN Top 12 Junior Age Division Sophia Gladkov Indianapolis, IN Top 12 Junior Age Division Ashlie Rohan Indianapolis, IN Top 24 Junior Age Division Caroline Kirschner Indianapolis, IN Top 24 Junior Age Division Lilly Hussong Indianapolis, IN Top 24 Junior Age Division Lily Murphy Indianapolis, IN Top 24 Junior Age Division Merritt Goheen Indianapolis, IN Top 24 Junior Age Division Sophia Gladkov Indianapolis, IN Top 24 Junior Age Division Phoebe Ingram Indianapolis, IN 1st Place Pre -Competitive Age Division Phoebe Ingram Indianapolis, IN Top 12 Pre -Competitive Age Division Hadley Harlan Indianapolis, IN Top 12 Pre -Competitive Age Division Phoebe Ingram Indianapolis, IN 2nd Place Small Ensembles (Spooky and Harlequinade Pas De Deux) Thomas Wilcutts Indianapolis, IN 2nd Place Small Ensembles (Spooky and Harlequinade Pas De Deux) Phoebe Ingram Indianapolis, IN Top 6 Small Ensembles (Spooky and Harlequinade Pas De Deux) Thomas Wilcutts Indianapolis, IN Top 6 Small Ensembles (Spooky and Harlequinade Pas De Deux) Moving Forward Indianapolis, IN 1st Place Large Ensembles Daylight Indianapolis, IN Top 12 Large Ensembles Moving Forward Indianapolis, IN Top 12 Large Ensembles Scamarohi Indianapolis, IN Top 12 Large Ensembles Tarantella Indianapolis, IN Top 12 Large Ensembles Indianapolis, IN Outstanding School Special Awards Award Rin Matsunami hi ) go, ILChicago, Top 12 Senior Age Division Rin Matsunami Mar} go, IL Top 24 Senior Age Division Rin Matsunami Chicago, IL Mar) Top 12 Senior Age Division Ashlie Rohan Mar) go, IL Top 12 Junior Age Division Caroline Kirschner Mar) go, IL Top 12 Junior Age Division Phoebe Ingram Tampa, FL, Finals 3rd Place Pre -Competitive Age Division Phoebe Ingram Tampa, FL, Finals Top 12 Pre -Competitive Age Division Moving Forward Tampa, FL, Finals Top 24 Large Ensembles RESOLUTION NO. BPW 01-18-23-16 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 ArtsGrant Indiana Wind Symphony.docx1/9/202312:09PM 18th January o CAR ri: i#.i.+ 1rarBullrm1 .r . a t At P ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreem t") entered into by and between the City of Carmel (the "City") and Y Ci Gi y (the Grantee"), is executed pursuant to the terms 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, _ L.- i n d a IT1 o o re. 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 $ 28, 4 8 0.0 o 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 organi Oohs 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. 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 2 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 Carmel 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 program 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 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 term 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: 0. By:/Y-/ Printed Name of Officer: Date: 1 1 / 17/ Zo2Z. T- ATTEST: v { Date: 1/3/2023 Linda- Moore - ran tee") lure} Title: 1 i'ps1 p ei7 BCalld Cf blrecmrs CITY OF CARMEL ("Grantor") By: James Brainard, Mayor 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 Carmel, One Civic Square, Cannel, IN 46032, Phone: 317-571-2483, skibbc!{+ cannci.in_ . 4 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of omanization: Address: Telephone: Fax: Contact Person: Lind0. bbCc -Pres df t ay-ci 6F APPLICATION AMOUNT: $'45-, 79Z, D D DESCRIPTION OF THE PROPOSED USE OF TUE GRANT FUNDS: See, ado i nona 3)0-8eS Additional pages may be added to Exhibit "A") Printed Name of UMcer: A4n ova tW oars Title: PkCSIdnFit . -RDgYd d[ lree_A• Date: 11 /1 9 /402. 7-- Description of the Proposed use of Grant Funds The Indiana Wind Symphony (IWS) has entered its 25th season of performing as Indiana's premier adult concert band under the musical direction of Dr. Charles Conrad. The IWS is utilizing cover conductors, guest conductors and conductors from within the IWS membership this year instead of an assistant conductor. Since 1997, the IWS has established a nationwide reputation for the extraordinary quality of our performances. Our membership consists of approximately 80 trained symphony members who volunteer their time and talent to make this musical experience possible and help us fulfill our mission to present artistic performances of significant music for band and wind ensembles to the Central Indiana community. Our performances bridge the musical heritage of the classical community band with the innovation of a contemporary wind ensemble repertoire. Over a period of many years, the IWS has transitioned from playing high school auditoriums to establishing a home at The Center for the Performing Arts in the City of Carmel. As one of the 6 resident companies, we continue to invest in the promotion and success of the City of Carmel. The Indiana Wind Symphony is requesting $45,792.00 to provide funding for the following mission -critical initiatives that have made the IWS an asset to both the Performing Arts Center and the Greater City of Carmel. GENERAL MANAGEMENT Over the last twenty plus years, the IWS has delivered increasingly professional level performances of challenging repertoires, premiered and commissioned new works for concert band and have accompanied national and internationally acclaimed soloists. The IWS consistently earns high praise from its audiences. The ensemble has achieved the organizational growth, along with its exciting transition to be come a resident ensemble at the Center for the Performing Arts through the significant time, resources and general management given almost exclusively by an entirely volunteer board of directors and the music director who oversees the operation of the organization. The 2022/23 season has ushered in a variety of general management changes and transitions. A medical emergency forced to cancellation and rescheduling of the September 2022 John Williams Festival concert. Dr. Conrad has announced his intention to retire at the end of the 2023/24 season and preparations are being initiated for the transition to a new music/artistic director. The board of directors has welcomed two new members and the IWS anticipates a fresh approach to the new season. The IWS has relied heavily on its Operation Manager to work with logistic issues and simplify processes for rehearsal space, concert setup/tear down, transportation as well as coordination of percussion/instrument purchases and storage. The Operations Manager will be initially coordinating our library collection move and librarian/library staff. Emerging from COVID-19, the IWS continues to have multiple challenges for day to day operations. We continue to seek a Personnel Manager to help with communications and policies. The Development Manager position has been carried over. The IWS has invested in a Development Assessment Training program in order to cross train board members and increase understanding of the development process, fund raising and donor support. The IWS Marketing team along with two contract staffers has implemented a marketing plan/outline for the 2022/23 season. Luckily this season has not required as many revisions to the marketing materials: however; the cost of printed materials has increased significantly. The IWS continues to work with an accountant to assist with financial reporting and budgeting. During the 2022/23 season, the IWS strives to work on its endowment programs, fundraising and growing its donor base. A committee is being assembled to address audience development/retention, educational outreach and fundraising challenges. These items have not recovered from the impact of the pandemic. The IWS is actively involved in seeking out concert sponsors, advertisers and additional funding sources to meet the budgeting goals. The IWS would use a portion of any grant funds to assist with the personnel search for the music/artistic director, personnel supports, library/librarian, fund raising, development and supporting roles as well as necessary administrative and operational expenses. The IWS will continue to develop and implement its strategic vision to grow concert attendance, increase corporate and individual relationships, monetary contributions and expand community involvement. MARKETING AND COMMUNITY ENGAGEMENT MARKETING The IWS has continued to focus on increasing attendance through outreach and targeted marketing. Refining and increasing brand awareness are major goals as we reach out to the community through a variety of sources. Currently the IWS is utilizing Current Publications, Townepost Network, WICR radio, social media and print materials and has contacted other community sources. The marketing team is involved in the design of all needed materials to support and promote the IWS. Cost increases are noted in all the marketing areas. COMMUNITY ENGAGEMENT AND PARTNERSHIPS The IWS is a resident ensemble at the Center for the Performing Arts, but its performances are not limited to that location or the scheduled concert season. The IWS is proud to offer free community concerts at the Carmel Gazebo and at celebrations in the Central Indiana area. These performances provide a fantastic opportunities for members of the general public to become IWS patrons outside the traditional concert season. The IWS hopes to reestablish its Side by Side concerts featuring talented High School musicians paired with IWS members. The IWS will be working in increase youth involvement in all aspects of our programming. The IWS has also participated in Naturalization Ceremonies. The IWS continues to pursue advertising trades for the concert programs. This provided a free ad spot for Indianapolis Chamber Orchestra, Civic Theatre, Gregory Hancock Dance Theatre, Carmel Symphony Orchestra, Actors Theatre Indiana and the Central Indiana Dance Ensemble. We are continuing to reach out to community businesses to offer discounted program advertising options and sponsorships. PROGRAMMING AND GUEST ARTISTS The 2021/22 season featured 13 concerts at various venues and one cancellation due to illness. The season still had ups and downs due to the pandemic and the IWS was required to modify the repertoire. The Palladium concerts were both in person and live -streamed. These concerts featured soloists from within the group as well as Jessamyn Anderson, Kelleen Strutz and Demondre Thurman. Several new works were premiered. The IWS audiences were small but increasing and appreciative of the live music experience. The 2022/23 season started with several outreach summer concerts (the Gazebo, Carmelfest and Franklin, IN) and a much rescheduled concert at the Honeywell Center in Wabash. These concerts featured Indiana composers, music of local interest and fan favorites. The August concert at the Carmel Gazebo featured two premier works with both composers (Kelly Bennette and Daniel Dorset) being present. The September 1 7th concert in Greensburg at the Abraham Lincoln re-enactment featured two local high school band directors (Reed Ulery and Lisa Carey). This was the first concert that Dr. Conrad was unable to conduct. The September 25th Palladium concert was cancelled due to Dr. Conrad's eye injury and has been rescheduled for February 26, 2023. Pictures at an Exhibition was the featured composition for the November concert with Dr Trae Blanco (Butler University) conducting. Jessamyn Anderson was the featured soloist on two selections. The 2022/23 season will finish out with 3 holiday concerts, a chamber concert featuring Melissa Gallant, Hollywood Musical Magic and a concert featuring Tuba Soloist Tony Kniffen. A portion of the total grant funds requested would allow us to continue to present quality and diverse musical experiences to the Central Indiana community. The IWS would be able to continue introducing both well-known favorites and premieres of new and challenging classical repertoire as well as showcase soloist and guest conductors. The IWS will continue to reach out to underserved audiences with current and future performances. IWS BUDGET 2022/2023 (July -June) Draft Approved: ii I S /Zv LZ INCOME Concert Income Outreach Concerts/non Palladium Venues 10,000.00 Concert Honorariums 1,500.00 Program Advertisements 8,000.00 Season Ticket Sales 2,500.00 Ticket Sales/Livestream Sales 39,000.00 Total Concert Income 61,000.00 Contribution Income Amazon Smiles 200.00 Kroger 300.00 Lilly Matching Gift 3,400.00 State Employee 500.00 Network for Good 1,000.00 Donor Matching Grant 10,000.00 Unrestricted Donations 26,000.00 Total Contribution Income 41,400.00 Fundraising (Gala, Percusssion, etc) Instrument/Percussion Donation and Sponsorships $45,000.00 Other - $ 25,000.00 Total Fundraising $ 70,000.00 Consortium $ 500.00 Sponsorships 10,000.00 Season Conceit $ 10.000.00 : In Kind Donations/ads/sponsorships $ 8,000.00 Total Income Expenses Grants Carmel Grant (city/local) Indiana Arts Commission (state/NEA) Penrod Society (local) Other Grant Total Music Sales Youth Programs Shirt and Photo Sales COVID-19 Donation Fund Advertising for Concerts Print (Current, etc) Radio Facebook Other Booth/Table/Tents Award Expense Bank Changes and Fees PayPal /Stripe Livestream Events Consortium 40,000.00 6,000.00 1,000.00 12,000.00 59,000.00 500.00 3,000.00 500.00 600.00 264,500.00 8,000.00 1,100.00 2,000.00 500.00 500.00 400.00 400.00 11,500.00 2,000.00 Capital Expenditures Equipment Purchases and Percussion Fund 9,500.00 Instrument Repair 500.00 Board Retreat Expense 800.00 Strategic Planning, Board Develoopment, Diversity Hospitality Concert Hall Rental 30,500.00 Palladium Settlements 10,000.00 Rehearsal Space Rental 5,000,00 Credit Card Fees 900.00 Facility Ticket Surchases 6,700.00 Dressing Rooms 300.00 Music Purchase/Rental 4,000.00 Special Music/Stephenson 3,000.00 Other Concert Expenses Paid Performers 5,000.00 Posters/Rack Cards 1,200.00 Music Copying/Reproduction/Printing 1,000.00 Programs 8,000.00 Soloists/Guest Conductors 10,500.00 Sound 2,000.00 Chair Rental 1,000.00 Transport Expenseslrruck/Gas 4,000.00 Outreach Concert Gazebo 2,000.00 Youth Prograrnslother programs defined by demographic 2,000.00 Outreach Receptions/Hospitality/Comp tickets for officials 7,000.00 Depreciation 2,110.00 Dues and Subscription 700.00 Fundraising Expenses/Gala/Percussion 1,000.00 Insurance Board of Directors 1.300.00: t_iability 700.00 : Other 80.00 Worker's Compensation (on hold) $400.00 Marketing (not defined otherwise) 3,000.00 Miscellaneous (planning meals) 500.00 Office Supplies 500.00 Quickbooks 1,000.00 Players Support/Folders/Flowers/Receptions 3,000.00 Payroll Expenses Wages, Development Manager (on hold) 28,000.00 Payroll Services Expense 800.00 Payroll Taxes 3,000.00 Honorariums Primary Conductor $7,500.00 Assistant Conductor (80%) (on hold) $6,000.00 Other r $ 500.00 Contract Personnel Personnel Manager (on hold) 2,000.00 Operation Manager 5,000.00 Marketing Manager/Personnel 20,000.00 Accountant 3,000.00 COVID-19 Suppllies 600.00 Post Office Box/Postage/Delivery 350.00 Rent/Lease/Storage 3,200.00 Shirts 600.00 Website (Squarespace, etc) 550.00 Mailchimp 325.00 Total Expense $ 237,015.00 Net Operating Income $ 264,500.00 Net Income $ 27,485.00 Lilly Stock 10 shares Percussion Equipment Expense Fund Contribution $ 5,000.00 Board's contribution to Instrument/Percussion fund raising effort c I; :i lft. li 1;1 Y¢/.;;i •!r.{:i- 1;' 11.+1: CMIZurlcm OF i MR= TNMMEK sma3amy, Sgr stt.tS p.r.n.. 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Slucemly volrss District alrectcr STATE OF 1114DIANA COUNTY OF RQM1 It0h I, L-1 Y & (Yloore- SS: AFFIDAVIT an authorized representative of -EV)6 V10- Yv 4 MA 5qMPV16V1q ("Grantee"), being first duly sworn upon r 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 $ 1 ?):,, 3 7S 0o v S-ignXwe Printed Name Subscribed Y uaua UZY zgnature -Notary Public Notary Public - Seal Hamilton County - State of Indiana Commission Number NP0744520 Printed Name (, •. -'lMyCommissionExpiresOct26, 2030 - Resident of MV t ll County, Indiana My Commission Expires: 0-0 C Indiana Wind Symphony Statement of Financial Position As of June 30, 2022 TOTAL ASSETS Current Assets Bank Accounts BUSINESS CLASSIC (6796) 65,822.10 Savings 19,368.10 Total Bank Accounts 85,190.20 Accounts Receivable Accounts Receivable WR) 3,604.22 Total Accounts Receivable 3,804•22 Other Current Assets Investments 3,298.98 Prepaid Expenses 616.67 Total Other Current Assets - - 3,915.65 Total Current Assets 92,710.07 Fixed Assets Accumulated Depreciation 10,372.02) Fixed Asset 23,180.00 Total Fixed Assets 12,807.98 TOTAL ASSETS 105,518.05 LIABILITIES AND NET ASSETS Liabilities Total Liabilities Net Assets 105,518.05 TOTAL LIABILITIES AND NET ASSETS 105,518.05 These financial statements have been prepared on an accrual basis and all disclosures have been omitted. They have not been subjected to an audit or review or compilation engagement, and no assurance is provided on them. 1/1 Indiana Wind Symphony Statement of Activity July 2021 - June 2022 Revenue Concert Income Outreach concerts Program Ads Season Ticket Sales Ticket Sales Total Concert Income Consortium Revenue Contributions Income AmazonSmile Contributions - unrestricted Kroger/Marsh Total Contributions Income Grants Income Foundation Income Total Grants Income Interest Income Unrealized gain/loss on stock Total Revenue GROSS PROFIT Expenditures Award Expense Bank Charges & Fees PayPal/Stripe fee Total Bank Charges & Fees Concert Expenses Concert Advertising Concert Hall Rental Facility Ticket Surcharge Music purchases and rentals Other Concert Expenses Other Paid Performers Posters/Rack Cards/Etc Printing Program printing Soloist/Guest Conductor Sound Transport Expense Total Concert Expenses Conductor expense TOTAL 5,000.00 1,050.00 2,688.00 22,445.50 31,183.50 150.00 123.72 32,010.86 124.47 32,259.05 70,781.00 3,000.00 73,781.00 1.41 830.56 138,205.52 138,205.52 248.44 187.06 187.06 0.00 6,936.11 39,317.69 2,897.00 3,785.59 769.55 2,900.00 312.00 940.11 4,969.25 6,300.00 800.00 2,100.74 72,028.04 13,500.00 These financial statements have been prepared on an accrual basis and all disclosures have been omitted. They have not been subjected to an audit or review or compilation engagement, and no assurance is provided on them. 1/2 Indiana Wind Symphony Statement of Activity July 2021 - June 2022 TOTAL Contractors Accounting fees 1,760.00 Marketing contractor 14,685.00 Operations Manager 3,333.35 Total Contractors 19,778.35 COVID-19 Supplies Expense 561.49 Depreciation Expense 3,509.48 Dues & subscriptions 200.00 Equipment purchase expense 5,398.50 Instrument Repair 140.00 Insurance 1,789.00 Liability Insurance 32.50 Total Insurance 1,821.50 Marketing 5,081.91 Meals & Entertainment 169.60 Miscellaneous Expense 84.43 Office Supplies 126.22 Other Business Expenses 167.97 Player's Support/Folders Expense 4,070.94 Postage and delivery 212.00 QuickBooks 950.00 Rent & Lease 2,573.00 Web Site Expense 494.83 Total Expenditures 131,303.76 NET OPERATING REVENUEv 6,901.76 NET REVENUE 6,901.76 These financial statements have been prepared on an accrual basis and all disclosures have been omitted. They have not been subjected to an audit or review or compilation engagement, and no assurance is provided on them. Indiana Wind Symphony Statement of Financial Position As of October 31, 2022 ASSETS Cash Investments Accounts receivable Musical instruments, net TOTAL ASSETS LIABILITIES AND EQUITY Total Liabilities Total Net Assets TOTAL LIABILITIES AND NET ASSETS Total 98,855.87 3,687.38 27,468.00 11,388.75 141,400.00 851.23 140,548.77 141,400.00 These financial statements have been prepared on an accrual basis and all disclosures have been omitted. They have not been subjected to an audit or review or compilation engagement, and no assurance is provided on them. Indiana Wind Symphony Statement of Activity For the four month period from July 1 to October 31, 2022 Total Revenue Concert Income 9,391.00 Contribution Income 14,810.31 Grants Income 37,222.00 Interest Income 0.64 Unrealized gain/loss on investments 388.40 Shirt and Photo Sale 310.00 Total Revenue 62,122.35 Expenditures Award Expense Bank Charges & Fees 64.63 Concert Expenses Concert Advertising 2,877.09 Concert Hall Rental 1,371.23 Facility Ticket Surcharge 71.00 Music 1,541.66 Other Concert Expenses 511.96 Other Paid Performers 250.00 Printing 511.18 Program printing 94.76 Soloist/Guest Conductor 525.00 Transport Expense 1,489.70 Total Concert Expenses 9,243.58 Contractor Expense 7,764.18 Depreciation Expense 1,419.23 Equipment purchase expense 6,081.22 Marketing 251.96 Player's Support 146.57 QuickBooks software 335.00 Rent & Lease 872.00 Shirt Sale Expense 812.76 Web Site Expense 100.50 Total Expenditures 27,091.63 Net Revenue less expenditures 35,030.72 These financial statements have been prepared on an accrual basis and all disclosures have been omitted. They have not been subjected to an audit or review or compilation engagement, and no assurance is provided on them. Form 0-EZ Short Form Return of Organ4ation Exempt Tom income Tax Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) Do not enter social security numbers on this form, as it may be made public. Deparment of the Treasury Go to www.1rs ov1Fatm990EZ for Instructions and the latest Information. Internal Revenue Service 9 OMB No. 1545-0047 2021 A For the 2021 calendar year, or tax year beginning Jul 1 , 2021, and ending Jun 3 0 2022 O Check it applicable. C Name of organlzatlon D Employer Identification number Addrew change Indiana Wind Symphony, Inc. **—***9445 Name change Number and street (or P.O. box If mall Is not delivered to street address) RoomisUlte E Telephone number Initial return PO Box 78592 3172137989 Final retum/tenninated City or town, state or province, couAmendedreturndintry, and ZIP orforelg n postal code F Group Exemption Appllealianperng Indiana olis, IN 46268 Number Ill G Accounting Method: Cash X Accrual Other (specify) H Check if the organization is not Webslte: IndianaWindSymphony. org required to attach Schedule B J Tax-exempt status (check only one) — X 501 c 501 c t insert no. 4947 a 1 or 527 (Farm 990). K Form of organization: ® Corporation Trust Association Other L Add lines 5b, 6c, and 7b to line 9 to determine gross receipts. If gross receipts are $200,000 or more, orif total assets Part ll, column (B)) are $500,000 or more, file Form 990 instead of Form 990-EZ . . . . . . . . . . . . $ 137,375. EM Revenue, Expenses, and Changes in Net Assets or Fund Balances (see the instructions for Part 1) r_H tf if #kn,,caul l4nharii Ilia C1 fin racnnnri to env ni 1PRfinn to thLq Part I _ _ n 1 Contributions, gifts, grants, and similar amounts received . . . . . . . . .... . . 1 106,190. 2 31,184. 2Programservicerevenueincludinggovernmentfeesandcontracts . . . . . . . . . 3 3Membershipduesandassessments . . . . . . . . . . . . . . . . . . . . 4 1. 4Investmentincome . . . . . . . . . . . . . . . . . . . . . . 5a Gross amount from sale of assets other than inventory 5a b Less: cost or other basis and sales expenses . 5b t c Gain or (loss) from sale of assets other than inventory (subtract line 5b from tine 5a) Sc 6 Gaming and fundraising events: e a a Gross income from gaming (attach Schedule G If greater than 15, 000) . . . . . . . . . . . . . . . . . . . . 6a b Gross income from fundraising events (not including $ of contributions from fundraising events reported on line 1) (attach Schedule G If the sum of such gross income and contributions, exceeds $15,000) . . 6b c Less: direct expenses from gaming and fundraising events . . . 6c d Net income or (loss) from gaming and fundralsing events (add lines 6a and 6b and subtract line 6c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6d 7a Gross sales of inventory, less returns and allowances 7a b Less: cost of goods sold . . . . . . . 7b c Gross profit or (loss) from sales of Inventory (subtract line 7b from line 7a) . . . . . . . 8 Other revenue (describe in Schedule O) . . . . . . . . . . . . . 7c 8 9 137,375. 9Totalrevenue. Add lines 1. 9. 3, 4. 5c, 6d, 7c, and 8 . 10 Grants and similar amounts paid (list in Schedule O) . . . . . . . . . . . . . 10 11 11Benefitspaidtoorformembers . . . . . . . . . . . . . . . . . . . . . 12 m c a III 12 Salaries, other compensation, and employee benefits . . . . . . . . . . . . . . 13 Professional fees and other payments to independent contractors . . . . . . . . . . 14 Occupancy, rent, ut7ites, and maintenance . . . . . . . . . . . . . . . . . 15 Printing, publications, postage, and shipping . . . . . . . . . . . . . . . . . 13 19,778. 14 2,573. 15 212 16 108,740. 16Otherexpenses (describe in Schedule O) . . . . . . . . . Sire. Line .16. St:mt: . 17 131,303. 17Totalexpenses. Add lines 10 through 16 . w19 18 Excess or (deficit) for the year (subtract line 17 from line 9) Net assets or fund balances at beginning of year (from line 27, column (A)) (must agree with end - of -year figure reported on prior year's return) . . . . . . . . . . . . . . . 18 6,072. 19 98,616. 20 830 . 20Otherchangesinnetassetsorfundbalances (explain in Schedule O) . . . . . . . . Ln 105,518. 21Netassetsorfundbalancesatendofyear. Combine lines 18 through 20 . For Paperwork Reduction Act Notice, see the separate Instructions. BAA REV 07/25/22 PRO Form 990-EZ (2021) F Indiana Wind Symphony Board of Directors 2022 Full Name: Linda Moore Official Role: President Term: 2019-23 Home County: Marion Profession/Job Title: Occupational Therapist Place of Employment: Self Employed Area(s) of Expertise: Arts and Community Outreach, Grants and Development Total Years Service: 7 Full Name: Jennifer Jansen Official Role: Treasurer/Past President Term: 2019-2023 Home County: Johnson Profession/Job Title: Attorney Place of Employment: Indiana Department of Transportation Area(s) of Expertise: Legal, Community Arts Advocacy Total Years of Service: 5 Full Name: Carl Butler Official Role: Secretary Term: 2019-2023 Home County: Hamilton Profession/Job Title: Attorney Place of Employment: ANGI Homeservices Area(s) of Expertise: Legal Community Leadership, Music Performance Total Years Service: 8 Evan Cooper Official Role: Board Member Term: 2022-24 Home County: Hamilton Profession/Job Title: Director of Bands Place of Employment: Franklin Central High School Area(s) of Expertise: Music Education, Program Development, Arts Outreach Total Year Service: New Larry Purdue Official Role: Board Member Term: 2019-2023 Home County: Hamilton Profession/Job Title: Musician Place of Employment: Self Employed Area(s) of Expertise: Music Education, Arts Advocacy, Operation Management Total Years Service: 5 Full Name: Jan Schreibman Official Role: Board Member Term: 2019-2023 Home County: Marion Profession/Job Title: Director of Music Therapy Place of Employment: University of Indianapolis Area(s) of Expertise: Music Therapy, Music Education Total Years of Service: 12 Kristyn Smith Official Role: Board Member Term: 2022-2024 Home County: Marion Profession/Job Title: Accountant Place of Employment: California Closets Area(s) of Expertise: Engagement, Operational Efficiency Total Years of Service: New Exhibit G Arts Grant Program The Indiana Wind Symphony has applied the Carmel Arts Grant Award Funds in the following ways: Concert Expenses, Capital Expenses and Operational Expenses. The IWS 2021-22 season consisted of 13 concerts with one concert cancelled due to illness. The costs for the Center for the Performing Arts were higher last season due to the live -streaming of concerts due to COVID-19. Printed material costs increased by 20%. The IWS continued to replace worn out instruments with carefully selected new or gently used ones. Supply chain issues and lack of stock impacted availability and costs. Concert Expenses: Music Purchasing/Copying/Rental $2,379.71 The Center for the Performing Arts Payments $12,581.05 Consortium (new premier arrangements) $1,500.00 Marketing/Programs/Print Materials $2,473.53 Capital Expenses: Instruments (purchase and repair) $7,722.88 Folders $3,429.34 Operational Expenses: Transportation: $1,915.92 Storage: $2,616.00 Mileage: $981.57 2022 Carmel Arts Grant $35,600.00 Greaves, Tara L Current Pay Period YU4OOO6O73 1 Employee(s) Selected Pay Code Transfer Sat 12/24 Hours Worked Sun 12/25 Mon 12/26 Tue 12/27 Wed 12/28 Thu 12/29 Fri 12/30 Total 7.5 7.5 7.5 3.5 26.0 1 PTO Used 7.5 4.0 11.5 Enter Pay Code> Daily Total 7.5 7.5 7.5 7.5 7.5 37.5 Pay Code Transfer Sat 12/31 Sun 1/01 Mon 1/02 Tue 1/03 Wed 1/04 Thu 1/05 Fri 1/06 Total Hours Worked 8.5 7.5 7.5 6.5 30.0 PTO Used 7.5 7.5 Enter Pay Code> Daily Total 7.5 8.5 7.5 7.5 6.5 37.5 Totals All Account YU4/180100/0/0/0/117/128 YU4/180100/0/0/0/117/128 Pay Code PTO Used Reg Wages Full FICA Amount 19.0 56.0 Fairman, Jenell A Current Pay Period YU4000810O 1 Employee(s) Selected Pay Code Transfer Sat 12/24 Sun 12/25 Mon 12/26 Tue 12/27 Wed 12/28 Thu 12/29 Fri 12/30 Total Hours Worked PTO Used 7.5 7.5 7.5 7.5 7.5 37.5 Enter Pay Code> FDaily Total 7.5 7.5 7.57.5 7.5 37.5 Pay Code Hours Worked PTO Used Enter Pay Code> Daily Total Totals All Sun 1/01 Mon 1/02 Tue 1/03 Wed 1/04 Thu 1/05 Fri 1/06 TotalTransferSat12/31 l 8.0 8.0 8.0 8.0 32.0 7.5 f 7.5 7.5 1 8.0 1 8.0 1 8.0 1 8.0 1 39.5 All Account Pay Code Amount YU4/180100/0/0/0/117/128 PTO Used 45.0 YU4/180100/0/0/0/117/128 Reg Wages Full FICA 32.0 Brumley, Karolyn J Current Pay Period YU40007985 1 Employee(s) Selected Pay Code Transfer Sat 12/24 Sun 12/25 Mon 12/26 Tue 12/27 Wed 12/28 Thu 12/29 Fri 12/30 Total Hours Worked 7.5 7.5 7.5 7.5 30.0 PTO Used 7.5 7.5 Enter Pay Code> Daily Total 7.5 7.5 7.5 7.5 7.5 r37.5 Pay Code Transfer Sat 12/31 Sun 1/01 Mon 1/02 Tue 1/03 Wed 1/04 Thu 1/05 Fri 1/06 Total Hours Worked 7.5 7.5 7.5 7.5 30.0 PTO Used 7.5 7.5 Enter Pay Code> Daily Total 7.5 7.5 7.5 7.5 7.5 37.5 Totals All All Account Pay Code Amount YU4/120300/0/0/0/105/128 PTO Used 15.0 YU4/120300/0/0/0/105/128 Reg Wages Full FICA 60.0 RESOLUTION NO. BPW 01-18-23-17 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 ArtsGrant International Talent Academy.docx1/9/202312:09PM 18th January OF 01mr DIA!! r ARTS GRAN° T PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement") entered into by and between the City of Carmel (the "City") and International Talent Academy (the Grantee"), is executed pursuant to the terms 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, Tatyana Komarova 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 $ 7 ,12 0.0 0 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. 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 2 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 Carmel 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 program 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 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 term 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: International Talent Academy Grantee") By: (Signature) Printed Name of Officer: Tatyana Komarova Title: Executive Director Date: jj— CITY OF CARMEL ("Grantor") By: _ yd— James Brainard, Mayor Date: 1/3/2023 ATTEST: r 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 Carmel, One Civic Square, Carmel, rN 46032, Phone: 317-571-2483, sRibix i earn,e€Jn.aov. n INTERNATIONAL TALENT ACADEMY CITY GRANT REPORT 2022 EXHIBIT A Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Fax: Contact Person: Ta ana Komarova Email: APPLICATION AMOUNT: $13,000.00 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: o support ITA ' s mission and vision as well as 600+ volunteer hrs we collectively workeditsyear, we respectfully request $13.000.00 in support of the organization's operations, rowth development and new Carmel Arts Rising Star Competition we successfullyunchedlastyear. e are sincerely asking you to consider increasing our grant amount, so we can sustainccessfulyear-round operations of our growing organization. funds will be allocated as follows: 6,000.00 — Current Program Operations, Organization and Programs development1,500.00 — Website, computer services 2,500.00 — Programs, Marketing, Insurance 3,000 — Carmel Arts Rising Star competition Additional pages may be added to Exhibit "A") Signature: Printed Name of Officer: Tatyana komarova Title: Executive Director Date: /I 13 o 2 INTERNATIONAL TALENT ACADEMY CITY GRANT REPORT 2022 EXHIBIT B r. International Talent Academy: 2023 BUDGET I N COME. i Grant Support: Government (city/state) 13,000.00GrantSupport: Private foundations w $ 5,000.00Donations: IndividualsjFundraisers 3,000.00Service: Direct Service 19,000.00SpecialEvents 100.00In -kind Donation: services and fees - 8,100.00TotalRevenue 45,000.00EXPENSES: staff and Professional Fees Executive Director 27,000.00Teachers 4,000.00Accountant Marketing Assistant i~ $ 000.00 Contracted artists 3,000.00 Sub -Total Employee 2,000.00 EXPENSE: Programs 34,600.00 Program supplies and materials 10500.00Spaceandequipmentrental3,000.00Marketing -- Sub -Total Program Expences 1,800.00 EXPENSE: Administrative expences 6,300.00 G&A: Insurance 1,700.00 G&A: IT: internet, phone, website, accounting software $2,100.00G&A: Dues and Subscriptions 250.00Sub -Total: Administrative expences 4,050.00TotalExpenses 44,950.00 Total Revenue Total Expenses $45.000.00 5urplus/Defrz€t -- --- - $44,950.00 o.oa INTERNATIONAL TALENT ACADEMY CITY GRANT REPORT 2022 EXHIBIT C State of Indiana Office of the Secretary of State CERTIFICATE OF INCORPORATION of INTERNATIONAL TALENT ACADEME', INC. I, TODD ROMA, Secretary of State of fndiana, hereby certify that Articles ofIncorporation of the above Non-profit Domestic Corporation have been presented to me at my office. accompanied by the fc;es prescribed by law and that the documentation presented conforms tolawasprescribedbytheprovisionsoftheIndTanaNonprofitCorporationActof1991. NOW, THEREFORE, with this document I certify that said transaction will become effectiveWednesday, Febn ary 01, 20o6. XAC W N a:v In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indian a, at the City of Indianapolis, February 1, 2006_ lrp,-- 0.0" 000 TODD ROKITA. SECRETARY OF STATE 2006020300323/2006020336008 T1 E- F . 'CO PO . . OFt J INTERNATIONAL TALENT ACADEMY, rl\T,Cf, c :• t, v The undersigned incorporator, desiring to form a nonprofit corporation hereinafter referred to as the "Corporation"), pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991 (hereinafter referred to as the "Act"), executes the following Articles of Incorporation: ARTICLE I TliP n2mP The name of the Corporation is Irit: -national Talent Academy, Inc. hereinafter referred to as the "Corporation"). ARTICLE II Purposes The Corporation is a public benefit corporation organized exclusively for the charitable and educational purposes within the meaning of Section 541(c)(3) of the Internal Revenue Code of 1986, as the same may be amended from time to time, or the corresponding provisions of any future United States Revenue law. As thus limited, the purpose for which the Corporation is organized is to educate parents about early brain development and the irnportance of the first years of a child's life, and to exercise their children's mental and physical capabilities so that they may have the opportunity to reach their fullest potential through the educational programs of the Academy, which include perfbrmin g, arts, language arts, gymnastics. arithmetic, computers, and science. ARTICLE III Period of Existence The period during which the Corporation shall continue is perpetual. ARTICLE IV Registered Agent and Registered Office. The name of the Registered Agent is Tatyana Komarova, and the address of the Registered Office at which the Registered Agent may be reached is 1153 Aqueduct way, Indianapolis, M 46280. ARTICLE V Membershit The Corporation shall have no members. ARTICLE VI Directors Section 6.1. Number of Directors. The initial number of Directors is six (6). Hereafter, the number of Directors of the Corporation and their election shall be fixed by the Code of By -Laws of the Corporation, but in no event shall the number be less than three (3). Section 6.2. Names and Post Office Addresses of the Directors. The names and post office addresses of the initial Board of Directors are: Name Tatyana Koniarova Alexander Keddie Irina Gorin Tainatha A. Stevens Mary Beth Plummer Amy Canute Number and Street City and State Zip Code Indianapolis, IN 46280 Carmel, IN 46032 Carmel, IN 46033 Indianapolis, IN 46240 Indianapolis, IN 46240 Zionsville, IN 46077 Section 6.3. Terms of Directors. Directors of the Corporation shall be elected for such terms as may be. fixed by the Code of By -Laws of the Corporation and shall, if the By -Laws shall so provide, be divided info as many groups whose terms of office expire at different times as the .By -Laws shall provide; provided, however, that no term of office shall continue longer than five (5) years. Section 6.4. Removal of Directors. Any or all members of the Board of Directors of the Corporation may be removed at any time with or without cause by a 2 vote of the majority of all the members of the Board of Directors held during any meeting of the Board of Directors called expressly for that purpose. ARTICLE VII Incorporator The name and post office - address of the incorporator of the Corporation is Tatyana K.omarova, Indianapolis, IN 46280. ARTICLE V lII Provisions for the Regulation and Conduct of the Affairs of the Co oration Section 8.1. Powers. To cant' out the purposes set forth above, the Corporation shall have the powers enumerated in the Indiana Nonprofit Corporation. Act of 1991, as the same may be amended from time to time; provided, however. that notwithstanding any other provision of these Articles or any provision of said Act or any other law, the Corporation shall not in any manner or to any extent participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office; nor shall a substantial part of its activities consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall it carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 541(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States revenue law) or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United Stated revenue law). Section 8.2. Restn uon U12on Inurement of Net l ar; :_ . I`Jo part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to, its members, directors, officers, or other private individuals, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes setforthinArticleIIhereof. Section 8.3. Restriction Upon Accc tanc_ of Gifts. No gifts or other contributions to the Corporation shall be accepted by the Corporation if the use or expenditure of such gift or other contribution is subject to any condition which is inconsistent with the purposes of the Corporation as stated herein. 3 Section 8.4. Dissolution. Upon dissolution, the net assets of the Corporation shall be transferred to such nonprofit corporation or corporations which are in existence at such time, and which are organized at such time for purposes substantially the same as those of the Corporation, and which qualify at such time as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provisions of any h e United States revenue law), as the Board of Directors of the Corporation may determine. Section 8.5. Distribution of Income. The Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States revenue law). Section 8.6. prohibited Transactions. If at any time it is determined by the Internal Revenue Service that the Corporation is determined to be a private foundation within the meaning of Section 509(a) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States revenue law), it shall not, for so long as it continues to be a private foundation within such meaning, engage in any of the following transactions or do any of the following acts: I) Engage in any act of self -dealing as defined in Section 4941 (d) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States revenue law); 2) Retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States revenue law); 3) Make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of t986 (or the corresponding provision of any future United States revenue law); 4) Make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States revenue law). Section 8.7. Interest of Directors in Contracts. Any contract or other transaction between the Corporation and one or more of its Directors, or between the Corporation and any .firm of which one or more of its Directors are members or employees, or in which they are interested; or between the Corporation and any corporation or association of which one or more of its Directors are shareholders, 4 INN WITNESS WHEREOF, the undersigned does hereby execute these Articles of Incorporation as of this 251h day of January, 2006. Tatyana Komarova, Incorporator members, directors or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such Director or Directors at the meeting of the Board of Directors of the Corporation which acts upon or in reference to such contract or transaction, and notwithstanding such Director's participation in such action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless, authorize, approve and ratify such contract or transaction by a vote of a majority of the Directors present, such interested Director or Directors to be counted in determining whether a quorum is present, but not to be counted in calculating the majority of such quorum necessary to carry such vote; provided, however, that such contract or transaction shall be at arm's length and not violative of the proscriptions of these Articles against the Corporation's use or application of its funds for private benefit. Section 8.8. Indemnification of Directors. Officers and Em to ees. The Corporation shall indemnify any individual rnade a party to any action, suit or proceeding by reason of the fact that such individual is or was a director, officer, employee or agent of the Corporation against all liability and reasonable expense incurred or suffered by such individual in connection therewith, if: a) the individual's conduct was in good faith; and b) the individual reasonably believed: 1) in the case of conduct in the individual's official capacity with the Corporation, that the individual's conduct was in its best interests; and ii) in all other cases, that the individual's conduct was at least not opposed to the Corporation's best interests: and c) in the case of any criminal proceeding, the individual either: had .reasonable cause to believe the individual's conduct was lawful; or ii) had no reasonable cause to believe the individual's conduct was unIawful. The terms used in this Article VIII shall have the same meaning as set forth in IC 23- 17 et seq. Nothing contained in this Section shall limit or preclude the ability of the Corporation to otherwise indemnify or to advance expenses to any director; officer, eiriployee or agent. The rights of indemnification, reimbursement and advance payments set forth above shall not be deemed exclusive of any other rights to which such individual may be entitled apart from the provisions of this Article, and shall inw-e to the benefit of the heirs and legal representatives of such individual. This section shall be construed in a manner consistent with the proscriptions of these Articles against the Corporation's use or application of its funds for private benefits. Section 8.9. Code of By -Laws. The Board of Directors of the Corporation shall have the power to make, alter, amend or repeal a Code of By -Laws providing for the internal regulation and conduct of the affairs of the Corporation, provided that a number of Directors equal to a majority of the Board of Directors votes affirmatively for such action. Section S.10. Amendment. These Articles may be amended by the affirmative vote of a majority of the Directors, provided that a number of Directors equal to a majority of the Board of Directors votes affirmatively for such action. 6 INTERNATIONAL TALENT ACADEMY CITY GRANT REPORT 2022 1:011:3M d--ol INTERNAL REVENUE SERVICE P. 0, BOAC 2508 CINCINNATI, OH 45201 Date; S E D 2 2 2-0106 INTERNATIONAL TALENT ACADEMY INC INDIANAPOLIS: IN 46280 Dear Applicant: DEPARTMENT OF' THE TREASURY Employer Identification Number: 20--4369460 DLN: 17053167046006 Contact Person: DONNA ELLIOT-MOORE ID# 50304 Contact Telephone Number: 877) 829-5500 Accounting Period Ending: December 31 Public Charity Status: 170 (b) (1) (A) (vi ) Form 990 Required: Yes Effective Date of Exemption: February 1, 2006 Contribution Deductibility: Yes Advance Ruling Ending Date: December 31, 2010 We are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt from Federal income tax_ under section 501(c)(3) of the Internal Revenue Code. Contributions to you are deductible under section 170 of the Code. You are also qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records. Organizations exempt under section 501(c)(3) of the Code are further classified as either public charities or private foundations- During your advance ruling period, you will be treated as a public charity. Your advance ruling period begins with the effective date of your exemption and ends with advance ruling ending date shown in the heading of the letter. Shortly before the end of your advance ruling period, we will send you Form 8734, Support Schedule for Advance Ruling Period. You will have 90 days after the end of your advance ruling period to return the completed form. We will then notify you, in writing, about your public charity status - Please see enclosed Information for Exempt Organizations Under Section 501(c)(3) for some helpful information about your responsibilities as an exempt organization. Letter 10,15 (DO/CG) INTERNATIONAL TALENT AC,%PEMY INC 2- Sincerely, CAC 0 &Zvp-4 Lois G. Infer Director, Exempt Organizations Rulings and Agreements Enclosures_ Information for Organizations Exempt Under Section 501(c)(3) Statute Extension Letter 104S (DO/CG) y.11a INTERNATIONAL TALENT ACADEMY CITY GRANT REPORT 2022 s EXHIBIT E STATE OF INDIANA COUNTY OF 4a" I, Tatyana Komarova of Tatyana Komarova jwte r h it, r SS: AFFIDAVIT an authorized representative Grantee"), 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 , 26 2 • o'O Signature Printed Name Tatyana Komarova Su bscribed and sworn to before me, the undersigned Notary Public, this day of 9v%-)C r— _ 202 . SEAL] DONNA L. FIENE q Notary Public. State of Indiana r Commission Number 72t 452 My Commission Expires July 24, 2027 Signature - Notary Public Printed Name.L Resident of A l )--Z= County, Indiana My Commission Expires: 0 International Talent Academy Profit and LossA-- January 1 - November 29, 2022 Total Income 4000 Contributed support 4010 Individual/Business Donations 2,710.86 4230 Foundation/trust grants 1,466.00 4510 Agency (government) grants 2,925.00 4540 Local govemment grants 17,400.00 Total 4000 Contributed support $ 24,501.86 5000 Earned revenues 5180 Program service fees 16,641.00 5190 Purchase Refunds 558.45 5700 Rising Star Competition LIVE 2,850.00 5750 Rising Star Competition ONLINE 3,120.00 5800 Special events 5802 Fundraisers 5802.1 Ticket Sales 575.00 Total 5802 Fundraisers $ 575.00 Total 5800 Special events $ 575.00 5900 Interest-savings/short-term inv 8.13 Total 5000 Earned revenues $ 23,752.58 Total Income $ 48,254.44 Gross Profit $ 48,254.44 Expenses 7200 Salaries & related expenses 20.00 7210 Officers & directors salaries 24,870.00 7220 Contracted Teachers 2,250.00 Total 7200 Salaries & related expenses $ 27,140.00 7500 Contracted services 7550 Rising Star contracted artists 1,400.00 Total 7500 Contracted services $ 1,400.00 8100 Office expenses 8105 Equipment 1,688.99 8130 Telephone & telecommunications 749.90 8140 Postage, shipping, delivery 57.75 8195 Computer services 2,084.54 Total 8100 Office expenses $ 4,581.18 8110 Office Supplies 8180 Books and Classes material 623.09 8190 RS supplies 1,054.35 Total 8110 Office Supplies $ 1,677.44 8200 Rent 8210 Rent, parking, other occupancy 2,358.00 8211 Piano rental Total 8210 Rent, parking, other occupancy Total 8200 Rent 8300 Travel & meetings expenses 8330 Food expenses 8340 International travel expense Total 8300 Travel & meetings expenses 9000 Advertising expenses 9010 Advertising/Marketing Supplies 9020 Marketing events(461) 9030 Marketing Services Total 9000 Advertising expenses Total Expenses Net Operating Income Net Income 450.00 2,808.00 2,808.00 288.46 130.00 418.46 100.00 463.43 75.00 150.00 788.43 38,813.51 9,440.93 9,440.93 Tuesday, Nov 29, 2022 11:15:29 AM GMT-8 - Cash Basis International Talent Academy Balance Sheet As of November 30, 2022 Total ASSETS Current Assets Bank Accounts Operating - Bank of Indianapoli 13,706.56 Regions Bank Checking 9066 0.00 Savings - Bank of Indianapolis 6,090.86 Total Bank Accounts $ 19,797.42 Other Current Assets 1299 Undeposited Funds 0.00 Total Other Current Assets $ 0.00 Total Current Assets $ 19,797.42 TOTAL ASSETS $ 19,797.42 LIABILITIES AND EQUITY Liabilities Total Liabilities Equity 3001 Opening Bal Equity 870.50 32000 Retained Earnings 9,496.17 Net Income 9,430.75 Total Equity $ 19,797.42 TOTAL LIABILITIES AND EQUITY $ 19,797.42 Wednesday, Nov 30, 2022 05:24:20 AM GMT-8 - Accrual Basis Form 8879-TE Department of the Treasury Internal Revenue Service IRS a -file Signature Authorization for a Tax Exempt Entity For calendar year 2021, or fiscal year beginning , 2021, and ending , 20 _ Do not send to the IRS. Keep for your records. Go to www.irs.gov/Form8879TE for the latest information. Name of filer I EIN or SSN OMB No. 1545-0047 TIONAL TALENT ACADEMY INC 1 20-4369460 Name and title of officer or person subject to tax TATYANA KOMAROVA EXECUTIVE DIRECTOR Part I I Type of Return and Return Information Check the box for the return for which you are using this Form 8879-TE and enter the applicable amount, if any, from the return. Form 8038-CP and Form 5330 filers may enter dollars and cents. For all other forms, enter whole dollars only. If you check the box online 1a, 2a, 3a, 4a, 5a, 6a, 7a, 8a, 9a, or 10a below, and the amount on that line for the return being filed with this form was blank, then leave line 1b, 2b, 3b, 4b, 5b, 6b, 7b, 8b, 9b, or 10b, whichever is applicable, blank (do not enter -0-). But, if you entered -0- on the return, then enter -0- on the applicable line below. Do not complete more than one line in Part I. is Form 990 check here ......... E:1 b Total revenue, if any (Form 990, Part VIII, column (A), line 12) ...... ,- __-. 1b 2a Form 990-EZ check here ... b Total revenue, if any (Form 990-EZ, line 9) .............. 2b 24,862. 3a Form 1120-POL check here 0 b Total tax (Form 1120-POL, line 22) ........... .. ... _„_...,,...................... 3b 4a Form 990-PF check here ... 0 b Tax based on investment income (Form 990-PF, Part V, line 5) 4b 5a Form 8868 check here ..... 0 b Balance due (Form 8868, line 3c) ................... 6a Form 990-T check here ...... 0 b Total tax (Form 990-T, Part III, line 4) ..................................... 7a Form 4720 check here ..... 0 b Total tax (Form 4720, Part III, line 1)...................................................... 7b 8a Form 5227 check here ...... 0 b FMV of assets at end of tax year (Form 5227, Item D) 8b 9a Form 5330 check here ...... 0 b Tax due (Form 5330, Part II, line 19) 9b 10a Form 8038-CP check here b Amount of credit a ent re uested(Form 8038•CP Part III line 22 lob Part II 1 Declaration and Signature Authorization of Officer or Person Subject to Tax Under penalties of perjury, I declare that 0 I am an officer of the above entity or 0 I am a person subject to tax with respect to (name of entity) , (EIN) and that I have examined a copy of the 2021 electronic return and accompanying schedules and statements, and, to the best of my knowledge and belief, they are true, correct, and complete. I further declare that the amount in Part I above is the amount shown on the copy of the electronic return. I consent to allow my intermediate service provider, transmitter, or electronic return originator (ERO) to send the return to the IRS and to receive from the IRS (a) an acknowledgement of receipt or reason for rejection of the transmission, (b) the reason for any delay in processing the return or refund, and (c) the date of any refund. If applicable, I authorize the U.S. Treasury and its designated Financial Agent to initiate an electronic funds withdrawal (direct debit) entry to the financial institution acccunt indicated in the tax preparation software for payment of the federal taxes owed on this return, and the financial institution to debit the entry to this account. To revoke a payment, I must contact the U.S. Treasury Financial Agent at 1.888.353.4537 no later than 2 business days prior to the payment (settlement) date. I also authorize the financial institutions Involved in the processing of the electronic payment of taxes to receive confidential information necessary to answer inquiries and resolve issues related to the payment. I have selected a personal identification number (PIN) as my signature for the electronic return and, if applicable, the consent to electronic funds withdrawal. PIN: check one box only E] I authorize ERO firm name to enter my PIN Enter five numbers, but do not enter all zeros as my signature on the tax year 2021 electronically filed return. If I have indicated within this return that a copy of the return is being filed with a state agency(ies) regulating charities as part of the IRS Fed/State program, I also authorize the aforementioned ERO to enter my PIN on the return's disclosure consent screen. OX As an officer or person subject to tax with respect to the entity, I will enter my PIN as my signature on the tax year 2021 electronically filed return. If I have indicated within this return that a copy of the return is being filed with a state agency(ies) regulating charities as part of the IRS Fed/State program, I will enter my PIN on the return's disclosure consent screen. Si Lure of orrice or person sub ject to tax III, Date DO - Part III I Certification and Authentication ERO's EFIN/PIN. Enter your six -digit electronic filing identification number (EFIN) followed by your five -digit self-selected PIN. 355485 8 0 0 9 6 Do not enter all zeros I certify that the above numeric entry is my PIN, which is my signature on the 2021 electronically filed return indicated above. I confirm that I am submitting this return in accordance with the requirements of Pub. 4163, Modernized a -File (MeF) Information for Authorized IRS a -file Providers for Business Returns. ERO's signature KSM BUSINESS SERVICES, INC Date 11/04/22 ERO Must Retain This Form - See Instructions Do Not Submit This Form to the IRS Unless Requested To Do So LHA For Privacy act and Paperwork Reduction Act Notice, see instructions. Form 8879-TE (2021) 102521 01-11-22 15151104 757887 99000.074504 2021.05000 INTERNATIONAL TALENT ACAD 99000.01 Form 8868 f Application for Automatic Extension of Time To File an Organization Return dRev. January 2022) + Exempt g OMB No. 1545.0047 Department of the Treasury File a separate application for each return. Internal Revenue Service Go to www.irs.gov/Form8868 for the latest information. Electronic filing (e-file). You can electronically file Form 8868 to request a 6-month automatic extension of time to file any of the forms listed below with the exception of Form 8870, Information Return for Transfers Associated With Certain Personal Benefit Contracts, for which an extension request must be sent to the IRS in paper format (see instructions). For more details on the electronic filing of this form, visit www.irs.gov/e-file-providers/e-file-for-charities-and-non-profits. Automatic 6-Month Extension of Time. Only submit original (no copies needed). All corporations required to file an income tax return other than Form 990-T (including 1120-C filers), partnerships, REMICs, and trusts must use Form 7004 to request an extension of time to file income tax returns. Type or Name of exempt organization or other filer, see instructions. Taxpayer identification number (TIN) print INTERNATIONAL TALENT ACADEMY INC 20-4369460 File by the due date for Number, street, and room or suite no. If a P.O. box, see instructions. filing your return. See instructions. City, town or post office, state, and ZIP code. For a foreign address, see instructions. CARMEL, IN 46033 Enter the Return Code for the return that this ar-nAcation is for Mis a seDarate aDplication for each return) 1 Application Is For Return Code Application Is For Return Code Form 990 or Form 990-EZ 01 Form 1041-A 08 Form 4720 individual 03 Form 4720 (other than individual) 09 Farm 990-PF 04 Form 5227 10 Form 990-T sec. 401 a or 408 a trust) 05 1 Form 6069 11 Form 990-T trust other than above 06 Form 8870 12 Form 990•T (corporation) 07 TATYANA KOMAROVA The books are in the care of CARMEL , IN 46033 Telephone No. 317 — 815 — 9 3 81 Fax No. If the organization does not have an office or place of business in the United States, check this box ............................................... 0 a If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN) . If this is for the whole group, check this box 0 . If it is for part of the group, check this box and attach a list with the names and TINS of all members the extension is for. 1 I request an automatic 6-month extension of time until NOVEMBER 15, 2022 the organization named above. The extension is for the organization's return for: XO calendar year 2 0 21 or 0 tax year beginning and ending to file the exempt organization return for 2 If the tax year entered in line 1 is for less than 12 months, check reason: 0 Initial return 0 Final return Change in accounting period 3a If this application is for Forms 990-PF, 990-T, 4720, or 6069, enter the tentative tax, less any nonrefundable credits. See instructions. 3a I S 0 • b If this application is for Forms 990-PF, 990-T, 4720, or 6069, enter any refundable credits and estimated tax payments made. Include any priar ear overpayment atlowed as a credit. 3b S 0 c Balance due. Subtract line 3b from line 3a. Include your payment with this form, if required, by using EFTPS Electronic Federal Tax Payment System). See instructions. 3c S 0 Caution: If you are going to make an electronic funds withdrawal (direct debit) with this Form 8868, see Form 8453-TE and Form 8879-TE for payment instructions. LHA For Privacy Act and Paperwork Reduction Act Notice, see instructions. Form 8868 (Rev. 1-2022) 123841 01-12-22 1 15151104 757887 99000.074504 2021.05000 INTERNATIONAL TALENT ACAD 99000.01 Form 990-EZ Department of the Treasury Internal Revenue Service EXTENDED TO NOVEMBER 15, 2022 Short Form Return of Organization Exempt From Income Tax Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) Do not enter social security numbers on this form, as it may be made public. Go to www.irs.gov/Form990EZ for instructions and the latest information. We No. 1545-0047 2021 Open to Public Inspection A For the 2021 calendar year, or tax year beginning and ending chetliG ` C Name of organization D Employer identification numbera¢oGcal7le: Address change O Name change INTERNATIONAL TALENT ACADEMY INC 2 0- 4 3 6 9 4 6 0 Initial return Number and street (or P.O. box if mail is not delivered to street address) Room/suite E Telephone number Ilinatedreturn/ terminated 317 — 815 — 9 3 81 Amended return City or town, state or province, country, and ZIP or foreign postal code F Group Exemption R Pcation dnI CARMEL , IN 46033 Number Pip- G Accounting Method: 0 Cash L] Accrual Other (specify) H Check 0 if the organization is I Website: WWW . INTERNATIONALTALENTACADEMY . ORG not required to attach Schedule B J Tax-exempt status check only one - X 501c 3 501 c insert no. 4947 a 1 or = 527 (Form 990'+. K Form of organization: 0 Corporation 0 Trust 0 Association 0 Other L Add lines 5b, 6c, and 7b to line 9 to determine gross receipts. If gross receipts are $200,000 or more, or if total assets (Part II, column 8 are $500,000 or more file Form 990 instead of Form 990-EZ................. -................... --- ........... .... - ......... 24,862. Part I I Revenue, Expenses, and Changes In Net Assets or Fund Ba anOSS (see the instructions for Part 1) 1 Contributions, gifts, grants, and similar amounts received .............................• 1 16,371. 2 7,126. 2Programservicerevenueincludinggovernmentfeesandcontracts. 14 3 3Membershipduesandassessments4 5. 4Investmentincome _.................... ......... -.—I....., ..-. SEE-_. . ....... 5a Gross amount from sale of assets other than inventory .............. ................... ....... 5a b Less: cost or other basis and sales expenses ................................................... 5b c Gain or (loss) from sale of assets other than inventory (subtract line 5b from line 5a) ......... 5c 6 Gaming and fundraising events: m w a b Gross income from gaming (attach Schedule G if greater than 15, 000) Gross income from fundraising events (not including $ from fundraising events reported on line 1) (attach Schedule G if the sum of such of contributions gross income and contributions exceeds $15,000)................. 6b 1,360. c d Less: direct expenses from gaming and fundraising events ,- _........_„.- ...--.-•--„ 6c Net income or (loss) from gaming and fundraising events (add lines 6a and 6b and subtract line 6c) ., 6d 1,360. 7a Gross sales of inventory, less returns and allowances - ,,,,,,,,,,,,,,, ,, "*....... 7, b Less: cost of goods sold ...... ...................... .............-..-..._..-..._..._._.......... . 7b c Gross profit or (loss) from sales of inventory (subtract line 7b from line 7a) ............... r......................... • 7c 8 8Otherrevenue (describe in Schedule 0) ...... ....... •.,,,,.,,,,-„-,,,............................ 4.._.,,,,_._,,,-,,,_.... 9 1 24,862. 9Totalrevenue. Add lines 1.2. 3, 4.5c, 6d. 7c. and 8 10 Grants and similar amounts paid (list in Schedule 0),,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,„r 10 11 11Benefitspaidtoorformembers „............_............ 12 21, 000. x W 12 13 14 15 Salaries, other compensation, and employee benefits .... Professional fees and other payments to independent contractors ......... Occupancy, rent, utilities, and maintenance ...„„ Printing, publications, postage, and shipping 4........ 13 2, 627 . 14 15 14 16 2,469 . 16Otherexpenses (describe in Schedule 0) ........ 4...,,_ ... SEE SCHEDULE 0 17 26,110 . 17Totalexpenses. Add lines 10 through 16 .............. -- y a z20 18 19 21 Excess or (deficit) for the year (subtract line 17 from line 9) ..............4..... Net assets or fund balances at beginning of year (from line 27, column (A)) must agree with end -of -year figure reported on prior year's return) .........,,___ Other changes in net assets or fund balances (explain in Schedule 0) ............. Netassets or fund balances at end of year. Combine lines 18 throuoh 20----------- 18 1 , 2 4 8 . 19 11 911. 20 0 21 10,663 . LHA For Paperwork Reduction Act Notice, see the separate instructions. Form 990-EZ (2021) 132171 12-08-21 15151104 757887 99000.074504 2 2021. 05000 INTERNATIONAL TALENT ACAD 99000.01 i0ils' INTERNATIONAL TALENT ACADEMY CITY GRANT REPORT 2022 EXHIBIT F Growing Toung 9Kinds, Developing Big Talents! 4 INTERNATIONAL TALENT ACADEMY CAT , fimmGe gati6alAruScfr<w for Toung Chddnn ITA Board of Directors 2022 ELISA LUCCHI- RIESTER — President Spanish Professor, Butler University 256 Pam Vice president Retired, English Teacher 3385 Eden Treasurer Sr. Technical Manager, Vanderbilt University Medical Center 13922 Salmon Secretary Neurodiagnostic specialist, IU Health Methodist Hospital 6144 Burleigh Board Member ITA Executive Director and Founder 11398 Regency ( 317) 815-9381 E-mail:ITA@Internationaltalentacademy.org www.InternationalTalentAcademy.org ITA is a 501 (c) (3) non-profit organization. Tax ID #20-4369460. a.u. INTERNATIONAL TALENT ACADEMY CITY GRANT REPORT 2022 md EXHIBIT G cO ccnNccOO CD 0. cncmmN2 (6M--•'I •C: O O 0-0 ONmCUC: cUN ._ o _Q 4-, cn N • ov a) Q a) O) o vi > o E o cnEcaEc 'gin .T . a ••, ca N o L o o U cu •cn o L a) in L C 1) 2 _J N 0) i- O c 3 N + • -0 O O a) O O N a) •> CUvcaUa .L cn > cn o O a a -0 w U = Ea' O 0 cm 0- O O •> Q-O M -0 E `- i N > s.. CD cn'c Q L pO F CX N Imo— o a) 0) cn Q " o _ v N c6 . _ N L O c6 O 'er cn O O _0 a) C >, O U O _ •O L- O i Q L Q Y a) L cn N C6 E V 4- Q N c cn C E O pt O N N - • O w : U cn `~ Q U O N N a)N o N ca 0o )_ z Q Q • o f > - co = O O O O' ca aE O N m O U_0 00 O ` cn O lf') CDC U Lo c < N - - 00 CO ' - f` U CV CD V C/) CO cU A A A A A A A A A N CV 0 N A ac wwAj' yyNWVNNQom. NtvaQCL A I Yf 1 L V f A LM E E o oQo a) 4.4 0 s o W V ti of 0) N N A•1 r I UCN i Ci c6 O N C/) O 2 p C.)L co O c E O Q N E O O CU L N N CL C M 07 e O O 4 O O—C O D- N M C N a C O O v v a) C: a m O C: c uU E N a)O cn O O u cn m 0 0 u U RESOLUTION NO. BPW 01-18-23-18 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 ArtsGrantM3Theatre Camp.docx1/9/202312:08PM 18th January 1 ANP ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to q "Agreement") entered into by and between the City of Carmel (the "City") and J ( the Grantee"), is executed pursuant to the terms and conditions set fohh 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, an authorized representative of Grantee, have applied for a Ciq 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 $ 1, 4 2 4.0 0 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. 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 a 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 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 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 A list of the Grantee's board of directors and officers listed (EXHIBIT F); andb J7. 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 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 Carmel 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 program 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 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 term 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: By: (Signature) Printed N e of cer: I r Title: e Date: j 11 CITY OF CARMEL ("Grantor") By: James Brainard, Mayor Date: 1/3/2023 ATTEST: f 1 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 Carmel, One Civic Square, Carmel, IN 46032, Phone: 317-571-2483, 4kib1reli L ;rmeIJii.i-oY. 4 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: 0 3 , 11 Name of organization. Address: r; S L C' Of I Teienhone: Fax: Contact T7-.._l. APPLICATION AMOUNT: $ 3, D © 0 • © o DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: Additional pages may be added to Exhibit "A") 5 Attachment to Exhibit "A" M3 Theatre Camp is a small Musical Theatre Company for children between the ages of eight and fourteen. Our camp is unique because it gives all students, regardless of their level of talent or skill the opportunity to experience Musical Theatre as performers. This summer, students will have the opportunity to participate in a three-week camp that will meet from 9am-4pm each day. During camp students will learn about and participate in the following activities: acting, singing, stage movement, theater terminology, dancing, the audition process, set design, and team -work! This summer, M3 Theatre Camp will be producing `Beauty & The Beast, Jr." The three-week camp and performances will be held at The Cat Theatre in Carmel. In addition, we will be adding a one -week camp for students between the ages of 5 and 8. The concept of this camp is the same, but it is designed to be accessible for younger campers. In addition to the two summer shows we plan to have our Spring Workshop that will give students a taste of what summer camp is all about. We will also have our annual fall fundraiser skit to announce our plans for summer 2024. M3 Theatre Camp is grateful for past support from The City of Carmel, Meridian Music Company, Meridian Music School, parents, and other members of the Community. If we receive the Carmel Arts Grant this year, it will help us pay for the following expenses: Exclusive Rental of The Cat Theatre: $4.500.00 Chorographer: $500.00 Lighting & Sound Design: $500.00 M, HWHZuiCLXui W D m M N 0 N CL E ra V 0 L. i M ago - CD o O o0oOo0000V=k 619. O 00 0 0 N LO 0 ti O 64 N N T ca r 0 0 C 00000000 lO N fV M rn b4 bq bq b9 _ t,R VI N O i GJ t6t i O 7 u d O y as+ CUiGOH oa 0 0000 0 CD 0 Ln LnO L'. ev C O 0 0 CDO Lnva w 0 LnI yr oOO c u1N ffin yr of CLO E a a N m w-Idrd O Ua` vi Ic 000 LnwH dax uIA 4AC i C A mom 00 0 0 0 0 0 0 0 0 0 0 0 0 0 ooLn m m vt p w b- w N a v u C = U CL s o aOlro 0 a m F- 00 0 O O O O O O O o 000 0 Cl O LM I m N N w w 4A w C", State of Indiana Office of the Secretary of State Certificate of Incorporation of P\i3 THEATRE CAFI,IP, INC. I, CONNIE LAWSON, Secretary of State, hereby certify that Articles of Incorporation of the above Domestic Nonprofit Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Nonprofit Corporation Act of 1991. NOW, THEREFORE, with this document I certify that said transaction will become effective Tuesday, May 23, 2017. In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, May 23, 2017 CONNIE LAWSON SECRETARY OF STATE 201705231197196 / 7609925 To ensure the certificate's validity, go to https://bsd.sos.in.gov/Publ!cBusinessSearch APPROVED AND FILED CONNIE LAWSON MIANA SECRETARY OF STATE 05/23/2017 02:55 PM A`R TLLES0F INCQWURATION R Formed pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991 4 NAME AND KtTl.VCRAIL OFffC'E ADDRESS BUSINESS ID 201705231197196 BUSINESS TYPE Domestic Norwprofit Corporation BUSINESS NAME M3 THEATRE CAMP, INC. PRINCIPAL OFFICE ADDRESS 845 W. Carmel Dr., Carmel, IN, 46032, USA y ::.^..0-Q ti.l W-iR s Jf7 _ ". N.r-,.: v f' i .:; . e•. .- - -ice' 1N. •'t NAME ADDRESS Hillary Blake 845 W. Carmel Dr., Carmel, IN, 46032, USA ARTICLE III PE12IOD ClF iiIIRATICl?V A ,, rc r r N%• ••`- 1GnVE.D li' PERIOD OF DURATION EFFECTIVE DATE Perpetual 05/23/2017 TICI:E IV• FRTNGIPAIi(S} - ._'_ ._._ _ _ TITLE President NAME ADDRESS Hillary B Blake 845 W. Carmel Dr., Carmel, IN, 46032, USA ARTICLE V -•INS NAME Craig Gigax ADDRESS 15 Mill Run Ct., Fishers, IN, 46038, USA Page 1 of 2 - APPROVED AND FILED CONNIE LAWSON INDIANA SECRETARY OF STATEi 05/23/2017 02:55 PM ARTIGL .YT - 471;NF'HAL HI?OR. ATIbN:' STATEMENT OF PURPOSE M3 Theatre Camp is formed to provide children the opportunity to act in musical theatre camps during the summer months. TYPE OF CORPORATION Public benefit corporation, which is organized for a public or charitable purpose WILL THE CORPORATION HAVE MEMBERS? Yes DISTRIBUTION OF ASSETS The assets of M3 Theatre Camp will consist of props and costumes either made by or donated to the children. Upon dissolution these would be donated to another theatre company. SIGNATURE _- THE SIGNATOR(S) REPRESENTS THAT THE REGISTERED AGENT NAMED IN THE APPLICATION HAS CONSENTED TO THE APPOINTMENT OF REGISTERED AGENT. THE UNDERSIGNED, DESIRING TO FORM A CORPORATION PURSUANT TO THE PROVISIONS OF THE INDIANA NONPROFIT CORPORATION ACT, EXECUTE THESE ARTICLES OF INCORPORATION. IN WITNESS WHEREOF, THE UNDERSIGNED HEREBY VERIFIES, SUBJECT TO THE PENALTIES OF PERJURY, THAT THE STATEMENTS CONTAINED IIDREIN ARE TRUE, THIS DAY May 23, 2017 SIGNATURE Craig Gigax TITLE Incorporator Business ID : 201705231197196 Filing No : 7609925 Page 2of2- INTERNAL REVENUE SERVICE P. O. BOX 2508 CINCINNATI, OH 45201 Date: ® A C 19 2016 M3 THEATRE CAMP 845 W CARMEL DR CARMEL, IN 46032-0000 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 81-4662315 DLN: 26053749001346 Contact Person: CUSTOMER SERVICE ID# 31954 Contact Telephone Number: 877) 829-5500 Accounting Period Ending: December 31 Public Charity Status: 509 (a) (2) Form 990/990-EZ/990-N Required: Yes Effective Date of Exemption: December 12, 2016 Contribution Deductibility: Yes Addendum Applies: No We're pleased to tell you we determined you're exempt from federal income tax under Internal Revenue Code (IRC) Section 501(c)(3). Donors can deduct contributions they make to you under IRC Section 170. You're also qualified to receive tax deductible bequests, devises, transfers or gifts under Section 2055, 2106, or 2522. This letter could help resolve questions on your exempt status. Please keep it for your records. Organizations exempt under IRC Section 501(c)(3) are further classified as either public charities or private foundations. We determined you're a public charity under the IRC Section listed at the top of this letter. If we indicated at the top of this letter that you're required to file Form 990/990-EZ/990-N, our records show you're required to file an annual information return (Form 990 or Form 990-EZ) or electronic notice (Form 990-N, the e-Postcard). If you don't file a required return or notice for three consecutive years, your exempt status will be automatically revoked. If we indicated at the top of this letter that an addendum applies, the enclosed addendum is an integral part of this letter. For important information about your responsibilities as a tax-exempt organization, go to www.irs.gov/charities. Enter 114221-PC" in the search bar to view Publication 4221-PC, Compliance Guide for 501(c)(3) Public Charities, which describes your recordkeeping, reporting, and disclosure requirements. Letter 947 2- M3 THEATRE CAMP Sincerely, o Jeffrey I. Cooper Director, Exempt Organizations Rulings and Agreements Letter 947 10SOMERSET CPAs. AND ADVISORS February 16, 2022 M3 Theater Camp 845 W Carmel Dr Carmel, IN 46032-5804 Attention: Ms. Hillary B. Blake Dear Ms. Blake: Enclosed is the organization's 2021 Exempt Organization return. Form 990-N (e-Postcard) has been filed electronically. There is no paper equivalent for this form, however, a summary worksheet is provided for review purposes. INDIANA FORM NP-20: The Indiana Form NP-20 should be mailed on or before May 16, 2022 to: Indiana Department of Revenue Tax Administration P.O. Box 6481 Indianapolis, Indiana 46206-6481 No payment is required. The report should be signed and dated by the authorized individual(s). Copies of all the returns are enclosed for your files. We suggest that you retain these copies indefinitely. Sincerely, 01- Louis J. Castellani, CPA Somerset CPAs and Advisors Form 990-N (e-Postcard) Summary r-THIS IS NOT A FILEABLE FORM - FOR REVIEW PURPOSES ONLY—) Tax period beginning 01 / 01 / 2 0 21 and ending 12 / 31 / 2 0 21 Organization's legal name Employer ID number M3 THEATER CAMP 81-4662315 Other names used by organization (DBA) Number and street (or P.O. box, if applicable) Room/Suite 845 W CARMEL DR City or town, state or country and ZIP + 4 CARMEL, IN 46032-5804 Web address, if applicable Check if organization is not a 509(a)(3) supporting organization and its gross receipts meets limits for the tax year XD Check if organization is terminating (going out of business) ......................... 0 Information regarding principal officer: Name HILLARY BLAKE Street address 845 W CARMEL DR. City, state or country and ZIP + 4 CARMEL, IN 46032 123231 04-01-21 16390216 758477 13760 2021.02051 M3 THEATER CAMP 13760 1 Balance Sheet - As of 11 /28/2022 11 /28/2022 Account Balance Bank Accounts M3 Theatre Camp Checking 4,274.43 TOTAL Bank Accounts 4,274.43 OVERALL TOTAL 49274.43 Monthly Spending Comparison - Year to Date 1 /1 /2022 through 11 /28/2022 1 /1 /2022- Category 11 /28/2022 INCOME CAMP TUITION 10,779.17 Carmel Arts Grant 1,780.00 Merchandise Sales 18.82 Other Income Gifts Received 3,815.71 TOTAL Other Income 3,815.71 Ticket Sales 3,959.28 TOTAL INCOME 20,352.98 EXPENSES ADVERTISING 1,388.53 Bank Charges 26.00 Business Fees 2,131.63 CAMP EXPENSES 269.74 FACILITIES RENTAL 1,720.00 Fundraiser Expenses 771.30 Payroll Expenses 10,800.00 Production Expenses 1,946.27 W EBSITE 360.94 TOTAL EXPENSES 19,414.41 OVERALL TOTAL 938.57 STATE OF INDIANA ) SS. COUNTY OF AFFIDAVIT of my oath, state that pursuant to paragraph 2 of an authorized representative Grantee"), being first duly sworn upon 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 $02-01 vw/ Printed Name Subscribed and sworn to before me, the undersigned Notary Public, this 07 day of ernbe r 1202a . STATE OF INDIANA NQtaryr Public Seal Chrjsone S. Wagner Hancock My Commission &Ptres FebmAry 21, 2023 SEAL] 1k Signature - Notary Public Printed Namefy rI S 1N S, Z' u e K Resident of County, Indiana My Commission Expires: = Exhibit F M3 Theatre Camp Board Hillary Blake, President of M3 Theatre Camp Joyce Buchholz, Board Member & Set -Director Paulo Castro, Board Member & Music Director Pam Kovac, Board Member Chris Plunkett, Board Member Jane West, Board Member & Artistic Director Exhibit G End of Year Report M3 Theatre Camp was thrilled to finally produce Moana, Jr. in June 2022! We were pleased to receive The Carmel Arts Grant in the amount of $1,780.00 in 2022. This along with the support we received in 2020 and 2021, allowed us to run a successful camp and produce an outstanding show. This year, we were able to use The Cat Theatre for all three -weeks of camp and the performance. This provided consistency for the students, and a smoother transition from rehearsals to performance. In addition, we were able to pay a seamstress to design costumes for our students. We were also able to hire a lighting designer and purchase a black light for our organization. Included below are some photos from our 2022 production. Not only did we produce a successful summer camp and show, we had enough money in our budget to pay for the venue, games, and food for our Fall Fundraiser at College Wood Elementary School. The Fall Fundraiser event is our opportunity to announce to the public the show that we plan to perform in the summer. It also jumpstarts our fundraising efforts for the year. The Carmel Arts Grant has been vital to keeping M3 Theatre Camp serving students in Carmel and the surrounding areas! RESOLUTION NO. BPW 01-18-23-19 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 ArtsGrantMuseum ofMiniature Houses & Other Collections Inc.docx1/9/202312:07PM 18th January F CA Q ii G e ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement') entered into by and between the City of Carmel (the "City") and Museum of Miniature Houses & Other Collections Inc. (the Grantee'l, is executed pursuant to the terms 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, KathyBirk 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 $ 3,560.00 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. 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 2 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 Carmel 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 helshe/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 program 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. K] 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 term 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: Museum of Miniature Houses & Other Collections By: Printed Name of I Date: Ws-1 2- ATTEST: Kathy Birk ire) Title: Executive Director CITY OF CARMEL ("Grantor") By: James Brainard, Mayor Date: 1/3/2023 Date: 1 3/2023 If you have any question concerning the City of Cannel's 2023 Arts Crrant Program, grant writing, guidelines _ application materials, contact: Sharon Kibbe, City of Carmel, One Civic Square, Carmel, IN 46032, Phone: 317-571 2483, skibbi.an. go•. . 4 Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: Museum of Miniature Houses & Other Collections Inc. Address: 111 E. Main Street Carmel, IN 46032 Fax: Contact Person: Wendy Johnson - Board of Directors & Proiect Lead _ APPLICATION AMOUNT: $ 4,030.00 DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: ie Museum of Miniature Houses & Other Collections is asking for a Carmel Arts Grant to pport the museums' inaugural 2023 Art in Miniature: An Artist Challenge (AMAC) C will enlist visual artists who generally work in full scale to competitively reproduce of their own works in %Z' or %" miniature scale, using the same medium. Winners in rent categories will receive cash prizes. The end result will be to build awareness of the museum, emphasize the art of scale miniatures as a true artform, expand museum membership, and actively participate in the Carmel Arts & Design community. Please see Exhibit A for detailed information. Additional pages may be added to Exhibit "A") Signature:"" Printed Name of f err: Kathy Birk Title: Executive Director Date: EXHIBIT A The Museum of Miniature Houses & Other Collections is asking the City of Carmel for funding in the amount of $4,030 through the Carmel Arts Grant program to support the museums' inaugural 2023 Art in Miniature: An Artist Challenge (AMAC) initiative. AMAC will enlist visual artists who generally work in full scale to reproduce one of their own works in Y2" or Y" miniature scale, using the same medium. An oil painter may reproduce a favorite oil; a watercolorist may reproduce a favorite watercolor; a sculptor may reproduce a favorite wood, clay, or wire sculpture in wood, clay, or wire; and so on. Winners in different categories will receive cash prizes. All participants will have their work displayed at the museum. AMAC will take approximately 9 months, from the start of planning through closing of the Art in Miniature: An Artist Challenge exhibit. A detailed timeline is included at the end of this narrative. The museum will use a range of arts organizations and websites, in addition to its own social media sites, to let artists know about the competition. These include but are not limited to: Arts Council of Indianapolis ArtShow, the World of Art at Your Fingertips Big Car Collaborative Carmel Arts Council Carmel Arts & Design District Carmel International Arts Festival - artist list Hamilton County Artists' Association Carmel on Canvas — artist list Herron School of Art Indianapolis Art Center Rockler Woodworking Indianapolis Stutz Artist Association Woodcraft of Indianapolis The planning committee will consist of six to eight miniature scale arts afficionados, including Pam -Newman, miniature artist; Kevin Keltner, Juniper on Main; WendyJohnson, Museum of Miniature Houses board member and project lead. Additional members will be identified prior to the start of planning. Interested artists will be invited to an information session at the museum's Inspiration Room on 3^d Ave SW. Applications will be handed out at the session and be available online. Registration fees will range from $35 early -bird to $50 regular. We anticipate a total of 50 participants in year one. Museum of Miniature Houses & Other Collections Carmel Arts Grant 2023 Application Exhibit A By the listed deadline, artists will bring their miniature reproduction to the museum, along with a photo of the original piece. A panel of 3 to 5 judges will include local miniaturists, at least one member of the Carmel Arts Council, and possibly a celebrity or two. An awards ceremony will be held at the museum for artists, family, friends, museum members and local dignitaries. First, second and third place cash prizes will be awarded in five categories, for a total of 15 awards. Winners will also be recognized in a press release and with certificates and ribbons on display during the AMAC exhibit. All artists will have a chance to sell their miniature replicas while on exhibit, giving them a chance to earn money from their work. In addition to registration fees, the museum will solicit cash and in -kind sponsorships from local businesses. These funds will be used to supplement support from the Carmel Arts Grant program by covering costs we didn't anticipate in our initial budget. Surplus funds will be used to support AMAC in 2024. Art in Miniature: An Artist Challenge 2023 Anticipated Expense Budget Preparation Graphic Designer - Logo & Flier/Poster 250.00 Lawyer - Develop Artist release (photos) and PR release 500.00 Web designer - Create information page for MMH website 250.00 Print Flier/Posters - qty 500 200.00 Event Launch Promotion Mail fliers/posters to artistcontacts - qty 100 50.00 Artist Launch Event —Museum of Miniature Houses (MMH) Light refreshments - 40 attendees 150.00 Challenge Entry Deliveries to MMH Office Receipt pad 10.00 Display signage for each item 40.00 Judging Forms - printing, paper, ink 10.00 Exhibit Artist Reception Refreshments - 60 attendees 300.00 Cash Awards - Year One 1st place - 5 categories x $250 1,250.00 2nd place - 5 categories x $150 750.00 3rd place -5 categories x $50 2-50.00 Event Wrap-up Thank you notes to entrants & sponsors from board (printing 20.00 and postage) TOTAL EXPENSES 4,030.00 iJ Museum of Miniature Houses & Other Collections Carmel Arts Grant 2023 Application Exhibit A The outcome of AMAC will be to build awareness of the museum, emphasize the art of scale miniatures as a true artform, expand museum membership, and make the museum a more active participant in the Carmel Arts & Design community. Art in Miniature. An Artists Challenge will offer a unique opportunity for artists across the region to engage with an artform that may be unfamiliar to them while involving the public in the museum in new ways. A 2023 Carmel Arts Grant will help ensure a successful inaugural year. Art in Miniature: an Artist Challenge Timeline ACTIVfrY WEEK (VOTES Preparation 1-8 2 months Design event Logo Design event Flier/Poster Lock -in event Schedule Create authentic QR code Develop challenge rules Develop judging criteria Develop Artist release (photos) and PR release Create information page for MMH website Develop on-line registration Print Flier/Posters Gather artists' and art gallery and artist community contacts Securejudges Create judging score sheets with criteria Develop sponsorship plan and secure sponsors Event Launch Promotion 9 -12 1 month for initial promotion Distribute fliers/posters Continue through week 17 Registration closure) Mail/email fliers/posters to artist contacts Open Registration Press release Miniature community Call to action - register for Artist Launch Event(RSVP) Confirm RSVPs Artist Launch Event - MMH Inspiration Room Discuss challenge rules, deadlines, registration process, judging criteria, awards MMH library as resource 3 12 13 Museum of Miniature Houses & Other Collections Carmel Arts Grant 2023 Application Exhibit A Provide examples of scale, 1/2", 1/4" Provide free admission to museum Light refreshments Registration Open Registration Artists register participation on-line: Category, Scale selected, Media, Contact information Final registration reminders Email to artist contacts of final deadline Email to entrants of final deadline Registration closes OrderAwards Communication During Artist Creation Registered Artists Welcome to the Challenge message from board, resources available (inspiration room, museum library, webpage), Timeline, Contact Words of encouragement, updates, and press announcements Delivery reminders Invitation to Artist Reception Miniature Community & Press - build excitement Registered artist information Share AMAC exhibit dates Invite Press to Award Reception Challenge Begins at MMH Entry Deliveries to Museum Office Provide artists with receipt Entries displayed in Room 1 at MMH Judging Confirm participation Selection based on criteria Art in Miniature Exhibit Invitations to Artist Reception Carmel Mayor/Press/Sponsors/Artists Artist Reception Thank you to participants and judges Introduction of Judges Light refreshments Photos of participants, award recipients, 4 13 Open for 1 month 16 17 17 2 months 17 21 24 24 21-23 2 - 3 months to create entry 25 ( from weeks 13-25) 26 21 26 23 26 1 week after entries are due Museum of Miniature Houses & Other Collections Carmel Arts Grant 2023 Application Exhibit A pieces Announce winners and present awards Interviews with artists for news & historic record Event Wrap-up Send thank you notes to entrants & sponsors Update artist contact list for future events & challenges Press release with winners Update budget Create event report: # of participants, categories, sponsors, what went well, what we would change for future Exhibit Closes Send Artists reminder for entry pick-up Artists collect entries, we obtain signature of item return. If artist doesn't collect item after 2 weeks it's considered a donation to MMH. If this happens, send tax donation letter I.7 27 1 week after Artist Reception 34 3 Month exhibit 30 34 - 36 EXHIBIT B MUSEUM OF MINIATURE HOUSES FY 2022-2023 Budget Income 6000 Donations 6020 Grants and Honors 6025 Admissions 6028 Dividends and Interest Income 6032 Workshops 6035 Shop Sales 6040 Endowment 6045 Show Income 6050 Market Value Changes Total Income Gross Profit Expenses 7010 Shop Stock 7020 Postage 7030 Printing and Stationary 7040 Supplies 7044 Attic sale exp 7045 Show Expense 7050 Fees, Dues and Subscriptions 7055 Interest Expense 7065 Legacy Fund Oper Support Fees 7070 Miscellaneous Expenses 7075 Sales Tax 7080 Advertising and Promotion 70951nsurance 7100 Rent 7120 Gas 7121 Water 7122 Electricity 7124 Meals & Entertainment 7180 Telephone & Computer 7200 Building Maintenance/Janitorial 7560 Payroll Expenses 7700 Professional Services 8100 Collection Acquisitions 8200 Collection Repairs & Maint. Bank Charges & Fees Reimbursable Expenses Total Expenses Net Operating Income Other Income 6031.1 Sales Tax Allowance Total Other Income Net Other Income Net Income FY 2023 Budget 110,000.00 15,000.00 25,000.00 12,000.00 1,000.00 45,000.00 2,000.00 7,000.00 0.00 217,000.00 217,000.00 4,000.00 750.00 500.00 2,500.00 150.00 0.00 1,200.00 30.00 3,750.00 500.00 400.00 7,000.00 1,100.00 35,000.00 1,300.00 900.00 2,000.00 320.00 4,500.00 2,300.00 90,000.00 35,000.00 20,000.00 1,000.00 2,800.00 0.00 217,000.00 0.00 0.00 0.00 0.00 0.00 EXHIBIT C STATE OF INDIANA OFFICE OF THE SECRETARY OF STATE CERTIFICATE OF INCORPORATION OF MUSEUM OF MINIATURE HOUSES AND OTHER COLLECTIONS, INC. 1, JOSEPH H. HOGSETT, Secretary of State of Indiana, hereby certify that Articles of Incorporation of the above corporation, have been presented to me at my office accompanied by the Fees prescribed by law; that I have found such Articles conform to lawj all as prescribed by the provisions of the Indiana Nonprofit Corporation Act of 1991, as amended. NOW, THEREFORE, I hereby issue to such Corporation this Certificate of Incorporation, and further certify that its corporate existence will begin November 010 1991. In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this rirst day of November , 39-91 JOSEPH U. ROGS£TT, Secretary of State 4fir Deputy I1:01--194 I 19qllloo3 / ARTICLES OF INCORPORATION lJon OF MUSEUM OF MINIATURE OHUSE ANO OTHER COLIJECT QH45_ ju The undersigned incorporators, desiring to f '< corporation ( hereinafter referred to as the "Corporation") pursuant to the provisions of the Indiana Nonprofit Corpora- tion Act of 1991 (hereinafter referred to as the "Act"), ex- ecuted the following Articles of Incorporation: art icle I. Name The name of the Corporation is Museum of Miniature Houses and Other Collections, Inc. o Article IT ; r; Purposes_ and Powers tv i. i 1-7-1 F + '. U 0 5ctaxa. .T.pe of Corporation This is a public Vne- c fit corporation. Section 2. Purposes The Corporation is organized exclusively for the following charitable and educational purposes, including, for such purposes, the making of dis- tributions to organizations that qualify as exempt organi- zations under Section 501(c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law relating to charitable corporations) : a) To establish a museum for the protec- tion, exhibition, purchase and sale of scale model miniatures and other collections; b) To provide educational -forums, opportu- nities and instruction for those persons engaged in or wishing to engage in the creation of scale model miniatures; c) To formulate, staff and execute educa- tional seminars for the benefit of school children and the general public so as to -introduce them to scale model miniatures; and d) To perform such other purposes not in conflict with, but in furtherance of, the forego- ing purposes, as nonprofit public benefit corpora- tions are authorized under the Act. Section 3. Powers. The Corporation shall have all of the general rights, privileges, immunities, franchises and powers conferred upon corporations created by the Act but shall be limited to the exercise of only such powers as are in furtherance of the purposes expressly provided for in Section 1 of this Article and as are in furtherance of ac- tivities permitted to be carried on by a corporation exempt from federal income tax under Section 501(c) (3) of the In- ternal Revenue Code of 1986 and a corporation, contribu- tions to which are deductible under Section 170(c) (2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue law.) CPC Subject to any limitations or restrictions imposed by law or these Articles of Incorporation, or any amendment hereto, the Corporation shall have the following general rights, privileges and powers: a) Sue, be sued, complain and defend in the Corporation's corporate name. b) Have a corporate seal or facsimile of a corporate seal, which may be altered at will, to use by impressing or affixing or in any other man- ner reproducing it. However, the use or impres- sion of a corporate seal is not required and does not affect the validity of any instrument. c) Make and amend By -Laws not inconsistent with the Corporation's Articles of Incorporation or with Indiana law for managing the affairs of the Corporation. d) Purchase, receive, take by gift, devise or bequest, lease or otherwise acquire and own, hold, improve, use or otherwise deal with real or personal property or any legal or equitable inter- est in property, wherever located. e) Sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of the Corporation's property. f) Purchase, receive, subscribe for or oth- erwise acquire, own, hold, vote, use, sell, mort- gage, lend, pledge or otherwise dispose of and deal in and with shares or other interests in or obligations of any entity. g) Make contracts and guaranties, incur li- abilities, borrow money, issue notes, bonds and other obligations and secure any of the Corpora- tion's obligations by mortgage or pledge of any of the Corporation's property, franchises or income. h) Lend money, invest and reinvest the Cor- poration's funds and receive and hold real and per- sonal property as security for repayment, except as provided under I.C. 23-17-13-3. ML W Be a promoter, a partner, a member, an associate or a manager of any partnership, joint venture, trust or other entity. j) Conduct the Corporation's activities, locate offices and exercise the powers granted bythisArticleinsideoroutsideIndiana_ k) Elect Directors, elect and appoint officers and appoint employees and agents of the Corporation, define the duties and fix the com- pensation of Directors, officers, employees and agents. 1) Pay pensions and establish. pension plans, pension trust and other benefit and in- centive plans for the Corporation's current or former Directors, officers, employees and agents. m) Make donations not inconsistent with law for the public welfare or for charitable, reli- gious, scientific or educational purposes and for other purposes that further the corporate inter- est. n) Carry on a business. o) Have and exercise powers of a trustee as permitted by law, including those set forth in I.C. 30-4-3-3. p) Purchase and maintain insurance on be- half of any individual who: 1) Is or was a Director, an offic- er, an employee or an agent of the Corpo- ration; or 2) Is or was serving at the re- quest of the Corporation as a Director, an officer, an employee or an agent of another entity; against any liability asserted against or incurred by the individual in that capacity or arising fromtheindividual's status as a Director, an officer, an employee or an agent, whether or not the Corpo- ration would have power to indemnify the individ- ual against the same liability under this Article. 4- q) Do all things necessary or convenient, not inconsistent with law, to further the activi- ties and affairs of the Corporation. Section 4. Lim tikk 0 ofAQ-tim M. The Corporation shall not possess the power of engaging in any activities for the purpose of or resulting in the pecuniary remunera- tion to any of its officers, Directors or members. This provision shall not prohibit fair and -reasonable compen- sation for persons connected with the Corporation for services actually rendered, nor shall it prohibit the Cor- poration from charging a fee for services rendered. More- over, it shall not prohibit the Corporation from charging a fee for admission to any presentation it may make or other undertakings so long as any funds so -raised are for the charitable purposes of the Corporation and do not inure to the benefit or profit of any of its officers, Directors or members. A=i2le I Period gL3Xigtence The period during which the Corporation shall con- tinue is perpetual. Article IV Eff ecru a to The effective date of these Articles shall be No- vember 1, 1991. 5- Article V Registered Agent Bind _.$r-!Riatered =J&e Sectign-.1- Recristeredt. The name and address of the resident agent in charge of the Corporation's principal office is Suzanne L. Moffett, 8386 North Illinois Street, Indianapolis, Indiana, 46260. Se Lion 2. istered Office, The post office address of the principal office of the Corporation is 8386 North Illinois street, Indianapolis, Indiana, 46260. Article VI Nembg shin The Corporation shall have no members nor member- ship classes, but the Board of Directors is empowered to create both an Advisory Board of Directors with no manage- ment functions and an Auxiliary designed to provide a ros- ter of persons who can provide volunteer services for the benefit of the Corporation. Article V11 Directors Section 1. uumhe.r L_airgctmrse The initial Board of Directors is composed of three (3) persons. The control and management of the affairs of the Corporation shall be vested in the Board of Directors which shall consist of not 6- less than three (3) nor more than eleven (11) persons, the exact number of Directors within the above limits to be as prescribed from time to time in the By -Laws of the Corpora- tion. In the event the number of Directors is increased by the By -Laws of the Corporation, the selection of the addi- tional Directors shall be by a majority vote of the exist- ing Directors. Saction 2. Dames and, Past Office Addresses of Initial BQaarCl of -D-irectors. The names and post office addresses of the initial Board of Directors are as follows: Name Address Suzanne Landshof Nancy Lesh Suzanne L. Moffett Section 3. Election of Directors. The Board of Dirac - tars shall be elected by ballot at the annual regular meet- ing of the Board of Directors, and each Director shall hold office for a term of two (2) years or until his or her suc- cessor shall have been duly elected and qualified. A ma- jority vote of incumbent Directors shall be necessary for election to the Board of Directors. Section 4. Qualif iQations of ctor A Director must be an individual. 7- Sect_ gn 5. V_4cancier. In the 12oard gf - Directors, Any vacancy occurring in the Board of Directors caused by death, resignation or otherwise shall be filled until the next annual meeting of the Board of Directors through a vote of a majority of the remaining members of the Board. sec&jgn 6. ._ Leans to pirectora and Officers. The Cor- poration shall make no advancement for services to be per- formed in the future, nor shall it make any loan of money or property to any Director or officer of the Corpora- tion: Section 7. Removal of Directors. A Director elected by the Board of Directors may be removed with or without cause by the vote of a majority of the Directors then in office; provided, however, removal of a Director must be first proposed at a regular or special meeting of the Board of Directors which precedes by at least ten (10) days the regular or special meeting of the Board of Directors at which the removal vote is to be cast. coon 0. atio e s to_Exercise___Eowers- By appropriate resolution, the Board of Directors may designate a .person to exercise some or all of the powers that would be otherwise exercised by the Board of Direc- tors. 8- Article VIII I corvorators ectiQn 1. Name and Address. The name and address of the incorporators of the Corporation are as follows: Ham Addggss Suzanne Landshof Nancy Lesh Suzanne L. Moffett Article IX Provisions for Regulation and Conduct the Affgirs of_the Corporation SEctj.= .l.;R=hibit. non Distributions to Pr yate_P-erP sons° No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its Direc- tors, officers or other private persons,, except that the Corporation shall be authorized and empowered to pay rea- sonable compensation for services rendered and to make pay- ments and distributions in furtherance of its purposes as set forth in Article II hereof. Section 2.ical Activity. No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the 9- Corporation shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office. S_ectiga_L- Prohibitiono of AgtiVities-r Exers)t QMgnizations_ Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be car- ried on: a) By a corporation exempt from federal in- come tax under Section 501(c) (3) of the Internal Revenue Code of 1986 (or the corresponding provi- sion of any future United States Internal Revenue law) ; or b) By a corporation, contributions to which are deductible under Section 170(e) (2) of the In- ternal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Rev- enue law) . O9tjon A_._ Distribution of PrgjserMUpon the Voluntary or vo t sol f the CorRoratign. Upon the voluntary or involuntary dissolution of the Corporation, the Board of Directors shall, after paying or making pro- vision for payment of all of the liabilities of the Cor- poration, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner or to such organization or organizations organized and operated exclusively for charitable, educational, reli- gious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 10- 501(c) (3) of the Internal Revenue Code of 1986 (or the cor- responding provision of any future United States Internal Revenue law) as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of Marion County, Indiana, exclusively for such purposes or to such organization or organiza- tions as said court shall determine, which organization has been organized and operated exclusively for such pur- poses. Section 5. Code of By -Laws. The Board of Directors of the Corporation shall have the power to make, alter, amend or repeal a Code of By -Laws providing for the internal regu- lation and conduct of the affairs of the Corporation, pro- vided that a number of Directors equal to a majority of the number who would constitute a full Board of Directors at the time of such action vote affirmatively for such action, and provided further that any By -Law providing for action inconsistent with the purposes and powers of the Corpora- tion as enumerated in Article II shall not be binding upon any officer or Director of the Corporation and shall not af- fect the continued validity of the -remaining By -Laws. The undersigned, being the designated incorpora- tors of this Corporation, do hereby adopt these Articles of Incorporation. 11- IN WITNESS WHEREOF, the undersigned do hereby exe- cute these Articles of Incorporation and certify to the truth of the facts stated herein, this day of I - , 1991. 1 ndshof 1 Nancy L sh S anne L. Moffett We affirm under the penalties for perjury that the above and foregoing representations are true and correct to the best of our knowledge and belief. l Nancy Vesh Su anne L. Moffett This instrument was prepared by PAUL F. RORTEPETER, Attorney at Law MW= EXHIBIT D INTERNAL REVE1= SERVICE DISTRICT DIRECTOR P. O. BOX 2508 CINCINNATI, OH 45203. Date s .6G1 a a -f MUSEUM OF MINATURE HOUSES AND OTHER COLLECTIONS INC C/O SUZANNE L MOFFETT 111 S MAIN ST CARC , IN 46032 Dear Applicant: DEPARTMENT OF THE TREASURY a Employer Identification Number: 35-1840276 DLN: 316236096 Contact Person_ D. A. DOWNING Contact Telephone Number: 513) 684-3957 Our Letter Dated. January 10, 1992 Addendum Applies: No m This madiaies our letter of the above date in which we stated that youwouldbetreatedasanorganizationthatisnotaprivatefoundationuntil the expiration of your advance ruling period. Your exempt status under section 501(a) of the Internal Revenue Code as an organization described in section 507(c)(3) is still in effect. Based on the information you submitted, we have determined that you are not a privatefoundationwithinthemeaningofsection509(a) of the Code because you are an organization of the type described in section 549(a)(1) and 1?0(b)(1)(A)(vi). Grantors and contributors may rely on this determination unless the Internal Revenue Service publishes notice to the contrary. However, if youloseyoursection509(a)(1) status, a grantor or contributor may not rely onthisdeterminationifheorshewasinpartresponsiblefor, or was aware of, the act or failure to act, or the substantial or material change on the part oftheorganizationthatresultedinyourlossofsuchstatus, or if he or she acquired knowledge that the Internal. Revenue Service had given notice that youwouldnolongerbeclassifiedasasection509(a)(1) organization. If we have indicated in the heading of this letter that an addendum applies,athe addendum enclosed is an integral part of this letter. Because this letter could help resolve any questions about your privatefoundationstatus, please keep it in your permanent records. If you have any questions, please contact the person whose name and telephone number are shown above. Sincerely yours, qr.- — rO DistriC irector Letter 1050 (DO/CG) STATE OF INDIANA SS: COUNTY OF Hamilton AFFIDAVIT I, Kathy Birk an authorized representative of Museum of Miniature Houses & Other Collections ("Grantee"), 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 $209,645.00 k'7t Signature Printed Name Kathy Birk 11 Subscribed and sworn to before me, the undersigned Notary Public, this day of Deck , 202i?- . ----, SEAL] J MARVEI. my Commission ELE*':zQ January 12 CMMI$sion Number NP07M915 Hamilton county riture Notary Public s Printed Name J #ari Resident of ;o. County, Indiana My Commission Expires: k ,;: 0 EXHIBIT E MUSEUM OF MINIATURE HOUSES P & L Statement - Year End 2022 Unaudited Income 6000 Donations 6020 Grants and Honors 6025 Admissions 6028 Dividends and Interest Income 6032 Workshops 6035 Shop Sales 6040 Endowment 6045 Show Income 6050 Market Value Changes Total Income Gross Profit Expenses 7010 Shop Stock 7020 Postage 7030 Printing and Stationary 7040-Supplies 70" Attic sale exp 7045 Show Expense 7050 Fees, Dues and Subscriptions 7055 Interest Expense 7065 Legacy Fund Oper Support Fees 7070 Miscellaneous Expenses 7075 Sales Tax 7080 Advertising and Promotion 7095Insurance 7100 Rent 7120 Gas 7121 Water 7122 Electricity 7124 Meals & Entertainment 7180 Telephone & Computer 7200 Building Maintenance/Janitorial 7560 Payroll Expenses 7700 Professional Services 8100 Collection Acquisitions 8200 Collection Repairs & Maint. Bank Charges & Fees Reimbursable Expenses Total Expenses Net Operating Income Other Income 6031.1 Sales Tax Allowance Total Other Income Net Other Income Net Income FY 2022 Actual 104,833.21 14,567.58 24,714.59 13,450.73 1,485.00 43,579.52 2,100.00 7,013.98 66,890.87 278,635.48 278,635.48 3;304.15 912.46 403.01 2;260.98 150.00 180.00 1,213.00 29.02 3,554.71 213.88 303.95 6,867.46 1,029.00 30,993.41 1,284.80 871.97 1,828.47 55.98 4,439.77 2,312.97 80,039.02 33,655.47 77,500.00 649.87 2,714.77 528.45 256,936.57 21,698.91 15.48 15.48 15.48 21,714.39 EXHI MT E 990 Return of Organization Exempt From income Tax OMB No. 1545.0a47 Form lhdersection S0l(c),527,w4947{aXI)atthe lnt alRevenuaCode(exceptpK aieio=datlors) 2021 ospaYrtmac or the Tr sury Do not enter social security numbers an this form as it may be made pubfr- fC Intettal Re enus Servke Go to wwwAr%cgrvJForrnM for instructhms and the West infammfion. Inspection A For the2021 calendar year, or tax year beginning JUN 1, 2021 and ennrrrg MAY 31, 2522 B crsr it spplk2bW C Name of organization D Employer identification number MUSEUM OF MINIATURE HOUSES AND OTHER C]rh= COLLECTIONS, INC. a„e— change Doing business as 0 Number and street (or P.0- box if mail is not -delivered to street address) RooMsuite E Telephone number I ra,, 111 E. MAIN STREET 317) 575-9466 City ortown, state orprovinae, country, and ZIP orforeign postal code G Grmsrwvvt--, $ 211,487. r Tn CARMEL , IN 4 6 0 3 2-18 23 1 We) Is this a group return F Name and address of pnccq)al ofl-rcer.SUZ NNE MOFFETT Ov Pca,' forsubardinates? QYes Q No P-ding 8386 N. ILLINOIS STREET, INDIANAPOLIS r IN 4 Yes f(b)Areallsuhorder efrsi luded? ON0 ff 'No,' attach a Ist See inGhuctions c Gn:"' P exeml4ion number 00, 1 Tax- exempt status. M 501 c 3 U 501(c) { } ® {insert no.) U 4947(a)(1) or U 527 J Website: WWW . MQSEUMOFMINZATURES . ORG K Form of aganUation: W Corporation Trust L J Assnciatiort Merl j t Year of forrrr2hon: 199 M State of to l damidle: IN part [ I Summary 1 Brieflyde$Wbetheorgani! attar'smissianorm)stsigni%ecantactivities: THE EXIMT PURPOSE OF THE MUSEUM IS TO PRESERVE AND EXHIBIT QUALITY MINIATURE HOUSES AND TO PROVIDE e 2 Check rhos box if the rt an disconm ued its rgart operations ordisposed of more than 254'o of its oat assets. 0 3 Number of voting members of the governing body (Part VI, fine 1 a) ad 4 Number of indeperm ent voting members of the governing body (Part 111, line 1 b) 4 0 5 4 0 5 Totalnumberofindividualsemployeditcalendaryear2021 {Part V, line 2a .. „... 6 Total number of volunteers (estimate if necessary)__________________________-------___-_-_-_____--_------_-_---------------------------. 6 40 7a Total unrelated business revenuefrom Part Wit, column (C), line 12 7a 0. 7b 0 . b Net unrelatedbusinesstaxatt€e wr me from Form 990-T, Part i, line 11 _......-------------- _ _.„. Prior Year GLment Year m 8 Coat bunions and grants (Part Vill, line 1 h) .... __...,,.» 8 3 , 54 6 . 106,933. m9 Program service reverure{PartVill, line 2g) ...................... 73,506. 40,768. 10 Investment income ( Part %III, column (A), lines 3, 4, and 7d) 7 , 68 8 . 13,451. omit 11 Other revenue ( Part VIfl, column 0), Imes 5, 6d, 8c, 9c,10c, and Ile) ........................ 46,647. 4 7 , 0 31 . 211,587. 208, 183. 12 Total revenue -add lies B thrau h 11 must ual Part Vill. ca[urn n (A), line 12 13 Grants and sirrrilar amounts pail (Part IX, cclurrnt (A), limes 13) ......... ......... _....... 0.1 0. 14 Benefits paid to or -for members (Part IX, cohrrnn (A), line 4)...................................... 0. 0. m 15 Salaries, other oompensabon, employee benefits (Part IX, column (A), lines 5-10) ......... 90,222. 80,039. 0. 0. c 16a Professanalfundraisingfees {Part IX, velure (A), Ime Ile)... x b Total fundrais-mg Expenses (Part 1X, column (D), line 25) 0 . m 17 Other expenses (Part K colum lines Ila-1 Icl, 11f-24e 74,490. 173,320. 18 Total expenses. Add fates 13-17 (mast equal Part iX, column (A), line 25) .-- .............. 164,712. 253,359. 46, 875 , Beginning of Lurmnt Year 45 , 176 . End of Year 19 Revmue less expenses, Subtract fine 18from line 12...................................... iy 861,642. 8 81, 0 3 5 . 20 Total assets (PartX, line 16) _ 29 Total liabAffes (Part X, fine 26) 7,328. 5,0 0 7.0 22 Net assetsor fund balances, Subtract line 21 from line 20..............................._... 8 5 4 , 314 876,028. Pit H I Signature Black Under penalties of per{ ury, I declare drat I have examined ills return, including accompanying schedulesand sstemerts, and -to; flue best of my knowledge and Relief, it is true, correct, and eomplete- Deciaratfon vi preparer (other than officer) is based on all information of which preparer has any lmowfedge. Siign $Fgnallre -01 officer Date Here SUZANNE MOFFETT, PRESIDENT Type arprintnameandUe Prinffype preparees name Preparer' s signature ate cheer U PTIN Paid ILEE R . FORD ! 10 / 11 / 221ff 90-0 16 d 01321652 Preparer Firm's name tk, FORD & COMPANY, INC Il'irm'sEINN, Use Only Firm's address 11595 N MERIDIAN ST , SUITE 320 CARMEL, IN 46032 113honeno. 017) 816-1100 Ma the IRS discuss this return with the pmparershovm above? See instructions ................. M Yes No 132001 12-09-21 LAIN For Paperanarls Re7:fiFMcr Act Nab-ce; seethe: sew irts:r one- Form 990 2021 { ) SEE SCHEDULE 0 FOR ORGANIZATION MISSION STATEMENT CONTINUATION EXHIBIT F MMH BOARD OF DIRECTORS & STAFF November 2022 Suzanne L Moffett, President/Co-Founder Wayne Renner, Treasurer Virginia Berry, Director Peter and Marilyn Schaefer, Directors Kathy Birk, Executive Director, Shop Manager Tracy Wilson, Director Wendy Johnson, Director Savannah Harris, Museum Manager Tom & Suzanne Landshof, (Advisors and Co- Diego Fajardo, Manager of Collections Founder) Debbie Ohm, Director Joan Metzler, Accountant EXHIBIT G Year End Report — Grant Year 2022 Early in this grant time -period we lost our only remaining paid staff person, leaving us with a skeleton group of volunteers to carry on the work of the Museum. After considerable searching in today's job market, we were able to hire two new young staff persons. Both have had museum and media experience, but neither has been involved with miniatures. One of them began work in September and has the updating of electronic media as her responsibility as well as seeing that the Museum is staffed and open as announced. The other new person, who joined us in October, is in charge of organizing, inventorying and securing the Museum inventory of exhibits. Both are responsible for providing fresh material for our internet presence. Both required extensive training. We called in the two remaining Museum founders from retirement, and they met. to train the new staff in various aspects of Miniature Museum work. These classes continue under the direction of the (volunteer) Executive Director for at least two hours of formal training each week. In addition, our Media contractor has been available at an hourly rate to bring the new staff up to date on Museum website and social media presence. The grant money which Carmel provided has been spent on training time for the new staff —as well as backup support time for the off -site media contractor. This is not exactly the way we intended to spend your generous grant, but in the "new" world your support was very valuable and was applied toward the goal of a wider, more modern presence which will hopefully reach a younger audience and bring continuing interest in interacting with Carmel Arts! RESOLUTION NO. BPW 01-18-23-20 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 of the 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 ArtsGrantTheCat, Ltd.docx1/9/202312:07PM 18th January PRO Liz) SGG ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "A ree ent") to ed into by and between the City of Carmel (the "City") and (the Grantee"), is executed pursuant to the ter and cond ions set orth herein. In consideration of those mutual undertakings and covenants, the parties agree as follows: 1 1. That on behalf of Grantee, a not -for -profit corporation, I, - an authorized representative of Grantee, have applied for a City of Carme 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 $ 6 4 0 8 0 .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. 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 2 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 Carmel 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 program 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 thin 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 wit-; and governed by the laws of the State of Indiana, except for its conflict of iawq 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 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 term 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 p rtie hereto have made and executed this Agreement as follows: Grantee") By: Signature) Printed Name of Officer: 4NP P/?# 1Y Title Date: -r CITY OF CARMEL (" antor") BY: James Brainard, Mayor Date: 1/3/2023 ATTEST: Date: 1/3/2023 If you have any question concerning the City of Cannel's 2023 Arts Grant Program, grant writing, guidelines or application materials_ contact. Sharon Kibbe, City of Cannel, One Civic Square, Carmel_ IN 46032, Phone: 317-571-2483. s h icca t • d Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: j Name of organization: 1 Y't'! 1N Ce 03-Y- Fax: Contact Person: X i O-7 a Email: L A 0 A A APPLICATION AMOUNT: $ 122 U DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: I. S+V--Pf- av\d ?V?&'ionf j(03, -712 2 frvul ppwu r-he e 000 J ck t5l000 Additional pages may be added to Exhibit "A") S ignatu: Printed Title: Date: 5 1. $103,712 STAFF AND OPERATIONS 69,090 Staff The Cat has found its home as a staple in the Carmel Arts Scene. So far in 2022 The Cat has hosted 34 separate events or full weekends with 21 different companies, including our first wedding! We couldn't have done this without our full-time employee, who we hired with your help in 2019. Since 2021 The Cat has had one part time employee. She helps with technical, developmental, and operational tasks. 34,622 Operations In past years the Carmel Arts Grant has provided The Cat for 30% of her operational expenses, thus allowing her to maintain low rent and ticket prices. In addition, she was able to create a small savings to sustain her though the traditionally low-income summer months. As inflation has increased dramatically this year, she has had to tap into some of her savings. 2. $28,000 CARMEL APPRENTICE THEATRE Our signature company serves the mission to create experiences for people of all abilities and stripes. This past year our registration response for the two productions was daunting. Due to that demand, we expanded the casts of both You're A Good Man, Charlie Brown (from 5 to 10) and The Addams Family (from 16 to 20). Our 2023 season will be expanded to from 2 to 5 shows due to this demand! We once again humbly request funding to support this special mission. Our 2023 season will include Almost, Maine (cast of 20) Our Intern Productions (several shows written & produced by our summer interns) Four Old Broads (we adopted this production after it lost its venue in Westfield) Chitty Chitty Bang Bang (large musical with spots for all ages — and a flying car!) R The First Ever Cat Christmas Cabaret. 3. $5,000 EDUCATION For the past few years it has come to our attention that there is a need for affordable theatrical classes locally. So, this year we are broadening our view for The Cat. This year we want to offer a series of workshops that will help fledgling actors feel more confident when they go out to audition. The Carmel Parks & Recreation department is, in fact, scheduling theatrical classes with us for the summer of 2023. TOTAL 1/6,712 3 The Cat is a spirited theatre hub serving the Carmel and Indianapolis area with a multiplicity of plays, musicals and unique performing experiences. Dedicated to cultivating talent and audiences, The Cat provides an inclusive community for theatrical companies, schools, artists and audiences to explore in a creative, welcoming, and fun environment. The Carmel Apprentice Theatre Our very own theatre company'.) The Carmel Apprentice Theatre is the quintessential experience and cornerstone of The Cat. The Carmel Apprentice Theatre welcomes both the tenured artist and the novice, the seasoned theatre patron and the first-time audience member. The Carmel Apprentice Theatre is dedicated to creating art with and for people of all ages, abilities and disabilities. What Happened in 2022 In addition to staff and operations support, the 2021 Carmel Arts Grant was designated to 2 Carmel Apprentice Theatre productions - You're A Good Man, Charlie Brown and The Addams Family Musical. Charlie Brown was a roaring success playing to 6 full houses! As of writing this, The Addams Family just finished its last weekend, with one show to a full audience of CYAP families. Adaptation and Tenacity have been our words for the last 2 years, and now we are back to focusing on growing the community. ADDENDUM The Why of The Cat: The reason for this local, friendly Cat BACKGROUND The Cat was created to provide an inclusive environment for artists, companies, teachers and students: both tenured artists and those who stepping on stage for the first time. In making the arts accessible to all, The Cat provides learning, and development opportunities in all aspects of theatre production and management; and a safe and affordable environment for artists to incubate and implement original art. We want to allow everyone to be a theatre person or patron and have an enriching theatrical experience. What do we mean by inclusive? The answer is two -fold: Everyone can play & Everyone can perform (Will's Inspiration) 6 summers ago, Will Wood took a trip to NYC to visit some friends. Jim & Joyce Houghton had been living for years, raising a family and founding a theatre (The Signature Theatre). Their youngest, a boy named Henry, has autism. At the time of Will's visit, Henry was 22 years old. Nevertheless, Henry was cast as a lead in Anything Goes at an awe-inspiring production company called After Work Theatre. Jim, who had just received a Tony Award for his theatre, was very well respected in the theatre community. Not only was he the founding artistic director of a theatre that worked personally with American legends like Arthur Miller and Edward Albee, he was also the director of drama at Juilliard. These facts are only important to give context for the rest of the story. Jim was Mr. Theatre. One of the evenings Will saw Henry in Anything Goes. He couldn't get a seat, so he stood against the back wall, by a piano, with Jim. Every time Henry came on stage, Will glanced over to see Jim's beaming face! At the end of every song Henry was in, Will looked over at Jim and saw him whoop and holler! Occasionally Jim would hold up his camera, clearly in violation of the pre -show instructions! Jim was experiencing, first-hand and deep in his heart, the wonders that theatre can bestow on a family. Jim was a kid watching Saturday morning cartoons or witnessing a group of clowns piling out of a little car. Mr. Theatre was a child again, because he was sharing joy with his s It was then that Will knew that he had to bring this theatrical model to Indiana. Affordability for the artists and the audience In early February of 2017, Will had been looking for a theatre to mount a little-known musical: Cole Porter's You Never Know. All the theatres were either full up, or if available, they were expensive beyond his reach. The building formerly known as The Warehouse came up for lease and he hoped to rent it for a month. An hour later, with a new dream, he & his wife Deborah signed a three-year contract. They realized that Carmel (and Indianapolis for that matter) could use a multi -use, affordable home for some of the smaller theatre companies or individual artists. Theatre companies that were losing their space, had no space, fledgling companies who could use a small home in which to feel comfortable and thrive, and artists who wished to experiment and grow. In addition, they wanted their audience to afford to come to The Cat. The price range for live events in the area is $35 to over $100. The Cat believes that by making the arts affordable, they are bringing more people into the theatre; and performing arts helps to build a stronger community. xDDENDUM The Cat Community Our I A performance was in May of 2017. Side By Side By Sondheim performed by legend Ellen Kingston and the Carmel Theatre Company, led by June & John Clair. Since then, we have had over 200 different productions. THEATRES AND ARTS COMPANIES 1. Amalgamated Stage Productions 2. Ashley Nicole Soprano 3. Ballet INitiative 4. Bard Fest 5. Christian Youth Theatre 6. Carmel Apprentice Theatre 7. Carmel Community Players 8. Carmel Theatre Company 9. Cat's Pajamas Improvisational Comedy 10. Emma Rund Plays 11. Intern Theatre 12. Patty's Productions 13. Reciprocal Theatre Company 14. Shandrea Funnye Productions 15. The MD Writer 16. Two Woman Shows SCHOOLS, RECITALS, CAMPS 17. Art Lab 18. Ballet Studio of Carmel 19. Carmel Music Academy 20. Coach Blair's Music Studio 21. Comedy with Dave Dugan 22. Carmel High School Grad Parties 23. Interactive Academy 24. M3 (a division of Meridian Music) 25. Russian Social Club 26. School of Rock 27. Starting Line Preschool 28. Barometer Soup (Jimmy Buffet tribute band) 29. The Music Playhouse CHARITIES 30. Our Lady of Mount Carmel 31. Guerin Catholic High School 32. Hamilton County Young Republicans 33. Toys For Tots 34. Carmel Fire Department 35. CYAP (Carmel Youth Assistance Program) 36. Aide to The Ukraine (International Fellowship of Christians & Jews) The Cat also supports the community by providing space to tionprofits at discounted rates or free. We also have a blooming Cheshire Cat Community Garden outside on Veteran's Way. ADDENDUM: The Cat's Mission At Work The Cat's Most Recent Success Story- Sarah Gasper November 16, 2022 Mayor Jim Brainard City of Carmel One Civic Square Carmel, IN 46032 Your honor, I want to express my gratitude to you, and the Carmel Apprentice Theatre, for its generous offer to my daughter Sarah to join the The Addams Family last month. Sarah is my dear one for she represents the purest form of innocence and love. She is 22 and has Down Syndrome. We give her opportunities and experiences so she can have some independence and adaptability. So I have been taking Sarah to shows since she was six. We want her to experience live theater so that she can realize that the world doesn't exist solely on a screen, or even in a book. Sarah is very trusting and believing. She believes in flying nannies with parrot -head umbrellas. She believes that two ogres can fall in love and get married. She also believes that if two people are lying flat on stage at the end of West Side Story, they are dead, and she will cry, and I will have to carry her out of the theater due to her despair. Sarah believes all that she is told and all that she sees. Everything is literal. One of Sarah's favorite shows is The Addams Family. It has opened a door for Sarah that I could never have anticipated. We have seen over 20 productions. However, it was in 2018 that I found a production at a theater that sounded quaint: The Cat. Sarah was enchanted by the production, and visited with each of the cast members after the many shows we saw. She brought some of her Addams Family toys, comics and posters to show them! The cast members were extremely attentive, and created a bond that was greater than at any other production. Since then, we have attended other productions at The Cat and visited with Audrey Larkin (who was in that 2018 cast), Will Wood and several cast members. In 2021, while waiting to go in to The Cat to pick out seats, Will & Audrey asked Sarah if she would like to be in their 2022 production of The Addams Family. Sarah agreed enthusiastically. She was excited about being *IN* a production! Her first ever! I was not asked to help cover any of the expenses, fees or other costs. I know that several such organizations locally require each participant or their parents to pay to cover the cost of scripts, music, licensing, overhead, etc. Some groups charge $600 per participant to be in a single show, plus purchase 20-30 tickets.) The Cat didn't ask for a penny from us (or any other participant), didn't require us to commit to a guaranteed number of tickets, didn't put any type of financial constraint in order to participate. This is exceptional in the realm of this type of community theater. Regardless of my own ability to pay any such fees, I'm fairly certain that very, very few people would have registered to be in the production, and most would have felt discouraged at being excluded due to an inability to pay. I commend The Cat for its business model and commitment to encouraging unrestricted and unfettered participation in theater. I don't know if The Cat makes enough money from ticket sales to cover costs — but I hope they do. I do know that the City of Carmel has been very generous in aiding The Cat, and for that we are thankful. How has this theatrical experience benefitted my daughter Sarah? The ten weeks from "call out" until "closing" were hard work, but allowed Sarah an unprecedented amount of time with a close-knit cast who nurtured her, cared for her, looked after her, and made her feel like the most important person in the world. The cast — only a few of them had ever seen or heard about Sarah prior to this — helped Sarah when needed, boosted her self- esteem, gave her encouragement and love, and allowed her to be herself and not be concerned that she would not fit in or feel wanted. Sarah gained the courage to greet everyone in the cast each day (three to four nights per week, and more during Tech Week). Sarah could talk with anyone, sit with anyone, feel good about herself with everyone. She performed beautifully in numerous scenes throughout the production each night (for twelve performances), and had a glorious smile on her face in each of her scenes. Each night after rehearsals and performances, Sarah would hug each cast and crew member, wish them a good night, and was able to be "one of the company". She was as much a part of the team as anyone else. I don't think the show would have been the same without her (but I am more than a little biased). I do know that Sarah wouldn't have had these new experiences and friends without being in the show. I am grateful to The Cat (and the cast of this particular production). I will always want to do whatever I can to support The Cat, by attending more productions with Sarah, by volunteering for tasks they might need, by asking friends to go to their shows or make donations, and in helping Sarah with performances in future productions. I ask for the continued support from The City of Carmel, and from you Mayor Brainard, to contribute substantially to The Cat in whatever they need for funding all their needs —administrative, staff, overhead and more. I ask you to continue to help The Cat continue her mission and programming so that Sarah and a thousand others like her will continue to participate in shows without needing to pay a. The greater your level of support, the more The Cat can do. Thank you for reading my very long story about Sarah and her experiences with The Cat. Thank you also for everything you have done over the years for The Cat, and for everything you will continue to do for them. Sincerely, Mark Gasper 3335 Babette Ct. Indianapolis, IN 46227 tradermark@iuno.com 317-716-7839 The Cat's Mission at Work Diana is 60 years old, and because of some early- life illnesses, has the mental capacity of an 8-year-old. We encouraged her family to enroll her in You're A Good Man, Charlie Brown, the inaugural production of the Carmel Apprentice Theatre. As stated earlier, this theatre company is for novices, experts, and everyone in between. It is a welcoming place. It is a no -audition theatre. You sign up and you're in! Diana can't dance, sing, or memorize lines. No problem! She became our Woodstock! It was so special watching the cast take responsibility for Diana: getting her on stage for all her scenes, and then back off again! Diana loved her costume, and her smile energized the cast and audience. Her brother, Bruce said, Within a few practices Diana had become part of a play family; with a part that she could handle and be proud of. Everyone associated with the production went out of their way to help her feel safe and confident. Diana and I were both very sad that the experience had to end. We both have a new faith in the goodness of people that surround us in life." And guess what, Diana has performed in her 4th show this year, she joined us again for our production of The Addams Family. Diana in The Addams Family - 2018 ADDENDUM The Cat's Mission at Work (Continued) Carmel Theatre Company: Our first resident theatre company In December of 2016, this theatre company lost the lease on their building. In need of a venue in which to perform their next show, we sat down and talked. They had already cast their show and were deep into rehearsals. Side By Side By Sondheim, directed by Ellen Kingston, was shaping up to be a fabulous show. So, we worked out the details and had a rehearsal and performance plan. The show was a success! CTC was our first theatrical resident and remains so today! David Duncan Thom Brown Matthew Vire Carolyn Lynch Ellen Kingston Gail Payne Side By Side By Sondheim Ballet Initiative: A company incubated by The Cat Proud! That's how we feel about our association with Ballet Mitiative. When we heard that this group of 5 highly talented young ballerinas were looking for a home to create their own company, we jumped at the chance to host them. Christina and her dance partners have quickly become our favorite resident arts company. They have also endeared themselves to the community of Carmel. Performing 6 ballets and helping choreograph our musicals, they are loved by all who meet them. Add to this the unlikely fact that, as a brand-new arts company, they are fiscally sound, and you have the perfect group of artists. Since they've started, they have grown by leaps and bounds, but they still come back to The Cat, the place where they started, to host both their fundraisers and their Happy Hour performances. 0"Gr[lllim People Who Love The Cat: Testimonials There's a theater in Carmel that I am quite fond of- The Northside Drive -In- but it closed years ago. I kid. Of course, it's The Cat!" Dave Dugan Comedian Ballet INitiative has found a home at The Cat. From the friendly faces of the staff to all the assistance and support we've received with each production; we are so honored and proud to be The Cat's residence dance company. This last year specifically The Cat has really helped us to expand our repertoire and our audience reach, which is helping our business grow insurmountably. We love The Cat!" Ola Tarnowski Co-founder, Artist Ballet Initiative The Cat was home. This Summer I have found family and friends. I have been given so many new opportunities from The Cat. I am so proud to have been a part of the Internship program and The Cat Family." Maddie Wood Summer Intern, 2021 I'm not sure what Christian Youth Theatre would have done without The Cat during the past year. Although they are always one of our most valuable partners, we appreciated their careful consideration regarding operations during the pandemic. Willie and Audrey are always willing to take my call, brainstorm, discuss possibilities, and always support us. They help us form new community partnerships, connecting us with others who they know can be of assistance. They perform tasks to ensure our success that, quite honestly, aren't part of the job description of those who work for the facility. The Cat is one of the Carmel arts scene's most important resources. Theatre companies always struggle and brick and mortar is almost impossible to afford. To have a theatre where we can perform in Carmel, with individuals like Willie and Audrey who truly understand and have a passion for the art, is something other communities don't offer. CYT is here today because of The Cat." Laura Baltz Artistic Director Christian Youth Theatre The Cat is a diamond in the rough in Carmel, the perfect place for a local, amateur playwright like me, which has and continues to allow me to stage my work. The avengers and people behind the scenes are great to work with and have a "can do" attitude about getting the show on stage. The Cat also reaches from the impossible, being the only theatre company in the world to perform Annie 1 & Annie 2 in repertory. If you like live stage performances, The Cat is a must! You will not be disappointed." Louis .Ianeira, MD The MD Writer We are so appreciative of you and everyone at The Cat and are so grateful to have you in our lives." Christina Yoreis Co-founder Ballet INitiative ADDENDUM People Who Love The Cat: Testimonials (continued) I wanted to thank you for arranging for us to run the world premiere of our play, Just the Truth, at the Cat last June. The Cat has opened many doors for me as a local playwright and also for the nonprofit organization that I direct called the Winged Victory Foundation. We were able to premier our play to very enthusiastic audiences. Besides offering the community a murder mystery and thriller, Just the Truth honors the profession of journalism and its critical role in protecting our freedoms. Thanks to the Cat, we were able to bring this important play to our community. Noteworthy people attended, including city and town council members, theatre professionals, state officials and candidates, directors of local organizations, neighbors, students, professionals, and retirees. We ran the full gamut in our audience, serving many diverse groups in our community. It was great working with you, Audrey Larkin, and the rest of the cheerful, competent staff and volunteers at the Cat. The theatre is always clean and well managed, and the stage improvements provided the room needed for our various sets. Add to that comfortable seating, as well as good sound and lighting, and the entire experience was entertaining, comfortable, and memorable for us and for the audience. What a great venue the Cat is, and so close to Carmel's restaurants and shops! People in the audience told me on how much they enjoyed being at the Cat. Some guests were coming to the Cat for the first time, and they commented on how pleased they were to fmd live theatre in the heart of the Arts and Design District. The Cat is a vitally important venue for live theatre and a perfect complement to all the other activities in our vibrant Arts and Design District. I've also enjoyed going to the Cat many times as a guest, watching musicals, ballet, drama, etc., all well -performed by enthusiastic casts and crews." Gen LaGreca Novelist & Playwright Winged Victory Foundation When Carmel Community Players lost our lease to our performance space, The Cat went out of their way to allow us to perform the remainder of our season without major alteration in our already announced season. They have an outstanding affordable performance space, allowing our patrons a high -quality experience unmatched in the Carmel area." Tim Paramore President Carmel Community Players The Cat has provided me with incredible opportunities to push myself, stretch my skills, and leave outside my comfort zone, with the knowledge that there is a supportive community there to catch me." Emma Rund Summer Intern, 2017 Chicago/New York playwright We really appreciate having a place like The Cat in Carmel. Will and his staff have been kind and generous with their time, and they have provided us with an affordable space for our summer camp productions and fundraiser." Hillary Blake Co -Founder M3 ADDENDUM People Who Love The Cat: Testimonials (continued) BardFest began with an idea. Could we feature full scale Shakespeare productions but in a small intimate setting and present them in rotation creating a festival? The answer was yes if we could achieve strategic partnerships with small theatres in the community. The Cat has played a large role in our development. They were among the first to step forward and embrace the notion of a Shakespeare festival here in Carmel to enrich the cultural lives of its citizens. Shortly we will begin our 9th year. We have grown to become the largest Shakespeare festival in Indiana and attract actors and audience from across the area. The Cat's support has been critical in that success. We would not be here otherwise. The Cat believed in our dream and the results have been spectacular." Glenn Dobbs BardFest Founder and Executive Producer Let me just start by saying working with The Cat and their volunteer staff was nothing short of amazing. Willie Wood is truly a wonderful person. I had written my very first stage play and had no idea what needed to into getting my play from paper to the stage. After being told that another theatre in the area could not accommodate me, I called The Cat. Willie told me to come in and speak with him that same day, and the rest was history. Willie not only encouraged me, but he gave me resources and helped every step of the way. From putting me in touch with the person who lent me props, to gifting me programs for my very first show. Willie even spent about 20 minutes opening night giving my mom directions over the phone. I am so thankful. I could not possibly end this without mentioning Gary Coburn. Gary oversees set design and was another huge reason that my show was so successful. Gary lent me things from his personal residence just to make sure my set was perfect. After 2 sold out shows, I am eternally grateful to Willie and my new friends at The Cat for making my first experience painless and fun! They took me in from the first day and supported me in a way that exceeded every expectation." Shandrea V. Funnye Author, Producer, and Director Shandrea Funnye Presents ADDENDUM The Cat's Fact Sheet Address: 254 Veterans Way, Carmel, IN 46032 Status: 501-c-3 Website: www.thecat.biz Email: willwood@thecat.biz audreylarkin@thecat.biz Facebook: https://www.facebook.com/thecatcanneU Instagram: https://www.instagrwn.corniffiecat—cannel/ WILL WOOD Will Wood studied theatre at the University of Nebraska, North Texas State University, and Southern Methodist University. He took a detour from theatre and pursued his career in non-profit for a number of years with The Boy Scouts of America. He was then in a position to help his wife, Deborah, start and grow DWA Healthcare Communications Group located here in Carmel. 14 years ago. Will returned to theatre, first through assisting and directing at the high school level, and then on to writing, producing and directing in community theatre. Some of Willie's favorite theatres to direct at include Carmel Community Playhouse, Footlite Musicals, and Christian Youth Theatre. Will also enjoys mentoring and coaching high school and college students pursuing degrees and careers in theatre arts. AUDREY LARKIN Audrey has been participating in theater in Hamilton County since age 5 and then went on to study theatre at Baldwin Wallace University in Cleveland, Ohio. There she studied everything from Arts Management to Playwrighting. She has worked in almost every position in theatre, fully embracing the jack-of-all-trades methodology. Since joining the team at The Cat, she has directed, acted, designed sound, lights, sets, and costumes. She also works with new playwrights and producers to help them get started producing their projects. She has a passion for working with both new playwrights of all ages and interns, both college and high school, and helping develop the Carmel Apprentice Theatre. Her favorite thing is watching the growth of every artist that crosses the stage. When not at the theatre, Audrey writes and publishes poetry, and she is currently having fun experimenting in the kitchen as she works on her cookbook. THE CAT LLC 2023 Annual Budget Preliminary TOTAL Jan - Dec 23 Income Concession Sales 12,480.00 Grant 125,000.00 Rent 36,720.00 Sales Sponsorship 30,000.00 Ticket Sales 39,000.00 Unrestricted Contributions 8,000.00 Total Income 251,200.00 Expense Advertising and Promotion 360.00 Automobile Expense 282.00 Bank Service Charges 100.00 Cable & Satellite 566.00 Cash 3,317.00 Computer and Internet Expenses 2,000.00 Concession Supplies 7,586.00 Donations Fundraising Expense 150.00 Insurance Expense 1,704.00 Educational Programs 5,000.00 Janitorial Services 1,054.00 Marketing 3,900.00 Meals and Entertainment 1,252.00 Office Supplies 580.00 Payroll Expenses 69,000.00 Ambience Music Licensing 3,015.00 Production Show Budget 33,000.00 Production Show Talent 5,400.00 Production/Show Licensing 3,811.00 Professional Fees Accounting 5,800.00 Legal 1,000.00 Total Professional Fees 6,800.00 Rent Expense 74,944.00 Major Rennovations Repairs and Maintenance 3,653.00 Security 1,443.00 Taxes Food & Beverage Tax 367.00 Personal Property 500.00 Total Taxes 867.00 Telephone Expense 1,416.00 Theatre Small Equip & Supplies Trash Service 500.00 Utilities 11,502.00 Total Expense 243,202.00 Exhibit B Net Operating Income 7,998.00 State of Indiana Office of the Secretary of State Certificate of Assumed Business Name Of THE CARMEL APPRENTICE THEATER, LLC I, CONNIE LAWSON, Secretary of State, hereby certify that a Certificate of Assumed Business Name of the above Domestic Limited Liability Company has.,beei presented to me at my office, accompanied by the fees prescribed by law and tfat..1like documentation presented conforms to law as prescribed by the provisions of the Indiana Business Flexibility Act. Following said transaction, flee above named'entity will transact business under the assumed business name(s) of: THE CARMEL APPRE CE THEATRE, LLC NOW, THEREFORE, with this document I certify that said transaction will b q-come effective Saturday, February 11, 2017_ In Witness Whereof, I have caused to be affixed my signature and the seal -of the State of Indiana, at the City of Indianapolis, February 11, 2017. eez" 0%.-fAft"Oh, CONNIE LAWSON SECRETARY OF STATE 201701271177951 / 7513558 To ensure the certificate's validity, go to https:,/bsd.sos.in.gov/PublicBusinessSea,-ch ARTICLES OF INCORPORATION OF THE CAT, LTD. The undersigned incorporator, desiring to form a nonprofit corporation (the Corporation") pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991. as amended (the Act ), executes the following Articles of Incorporation. APTiCi.F i Name and Tvpe of Corporation Section I.I. Name and Type. The name of the Corporation is The CAT, Ltd. The Corporation is a public benefit corporation. Section 1.2. Principal Office. The principal office of the Corporation is located at 254 1" Avenue, Suite A. Carniel. Indiana 46033. ARTICLE 11 Purposes and Powers Section 2.1. Purposes. The Corporation is formed to: a) Encourage participation in the theater through the organization of instructional classes. lectures, workshops, and theatrical productions, and b) Transact any and all lawful business for which nonprofit corporations may be incorporated under the Act. provided such business is not inconsistent with the Corporation being organized and operated exclusively for nonprofit purposes. Section 11. Nonprofit Purposes. a) The Corporation is organized to operate exclusively for the charitable purposes established in this Article II_ Contributions received by the Corporation will either be used directly to satisfy these purposes or will be invested with the income generated therefrom used to carry out the Corporation's charitable purposes. b) No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in. or intervene in (including the publishing or distribution of statements). any political campaign on behalf of any candidate for public off ice. 3361,74 c) Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be carried on: i) By a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue of 1986 (the "Code"), or corresponding provisions of any subsequent Federal tax laws. or ii) By a corporation, contributions to which are deductible under Section 170(c)(1) or (2) or Section 2522(a)(1) or (2) of the Code, or corresponding provisions of any subsequent Federal tax laws. Section 2.3. Powers. Subject to any limitation or restriction imposed by the Act, any other law, or any other provision of these Articles of Incorporation, the Corporation shall have the power to: a) Do everything necessary, advisable or convenient for the accomplishment of any of the purposes hereinbefore set forth, or which shall at any time appear conducive to or expedient for the protection or benefit of the Corporation and to do all of the things incidental thereto or connected therewith which are not forbidden by law, and b) Have, exercise and enjoy in furtherance of the purposes hereinbefore set forth all the general rights, privileges and powers granted to corporations by the Act, as now existing or hereafter amended, and by the common law. Section 2.4. Limitation U on Dissolution. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making, provision for the payment of all the liabilities of the Corporation. and returning grants, if any, owing to the State of Indiana, dispose of all assets of the Corporation exclusively for the purposes of the Corporation in such a manner, or to such organization(s) organized and operated exclusively for nonprofit purposes as shall at the time qualify as an exempt organization(s) under Code Section 501(a), or corresponding provisions of any subsequent Federal tax law, as the Hoard of Directors shall determine. ARTICLE III Period of Existence The period during which the Corporation shall continue is perpetual. ARTYiT iV Registered Agent and Registered Office The name and address of the Registered Agent and Registered Office is Christopher S. Roberge, Bose McKinney & Evans UP. II I Monument Circle, Suite 2700, Indianapolis, Indiana 46204. The undersigned represents that the Registered Agent named in these Articles of Incorporation has consented to the appointment of registered agent. ARTICLE V Membership The Corporation shall have two initial members — William R. Wood and Deborah B. Wood (the "Members"). The Members shall be entitled to one (l ) vote each on any matter submitted to a membership vote, ARTICLE VI Directors Section 6.1. Number of Directors. The number of Directors of the Corporation and their election shall be fixed by the Code of Bylaws of the Corporation. but in no event shall the number be less than three (3). Section 6.2. Qualifications. Each Director shall have such qualifications as may be specified from time to time in the Bylaws of the Corporation or as otherwise required by applicable law. Section 6.3. Names and Address of Directors. The names and addresses of the initial Board of Directors are: Name Address, State, Zip Code William R. Wood 254 1" Avenue, Suite A, Carmel, Indiana 46032 Deborah B. Wood 254 1 st Avenue, Suite A, Carmel, Indiana 46032 Miranda Annie 254 1 st Avenue. Suite A, Carmel, Indiana 46032 Christopher S. Roberge 254 1 st Avenue, Suite A, Carmel, Indiana 46032 Christopher Carmen 254 1 st Avenue, Suite A, Carmel, Indiana 46032 Section 6.4. Terms of Directors. Directors of the Corporation shall be elected for such terms as may be fixed by the Code of Bylaws of the Corporation and shall, if the Bylaws shall so provide, be divided into as many groups whose teens of office expire at different times as the Bylaws shall provide. Section 6.5. Powers. The Board of Directors shall have full power to manage the affairs of the Corporation, including any and all power granted by the Act. Section 6.6. Removal of Directors. Any or all members of the Board of Directors of the Corporation may be removed at any time with or without cause by a vote of the majority of 3 all the members of the Board of Directors held during any meeting of the Board of Directors called expressly for that purpose. Section 6.7. Meetings. Meetings of the Board of Directors of the Corporation shall be held at such places, either within or without the State of Indiana, as shall be specified in the respective calls and notices or waivers of notice of such meetings given in accordance with the Bylaws of the Corporation. ARTICLE VI Incorporator The name and post office address of the incorporator of the Corporation is William R. Wood .254 1"' Avenue, Suite A. Carmel. Indiana 460 ) ARTICLE VIII Provisions for the Regulation and Conduct of the Affairs of the Corporation Other provisions, consistent with the laws of this state, for the regulation and conduct of the affairs of the Corporation, and creating, defining, limiting or regulating the powers of the Corporation or the Directors are as follows: Section 8.1. Indemnification. a) The Corporation shall indemnify any person as of right who is or was a Director. Member, officer, employee, or agent of the Corporation. or is or was serving as a Director, Member, officer, employee. or agent of another corporation, partnership, or other enterprise at the request of the Corporation, against expenses (including attorneys' fees), judgments, fines. penalties, and amounts paid in settlement reasonably incurred by such person, to the fullest extent now or hereafter permitted by law, in connection with or resulting from any claim, action. suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative. or in connection with an appeal relating thereto), in which such person 1nay be involved as a party or otherwise by reason of being or having been a Director, Member, officer. employee, or agent of the Corporation or of such other organization, provided, such person acted in good faith and in a manner s/he reasonably believed to be in or not opposed to the best interests of the Corporation. and, with respect to any criminal action or proceeding, in a manner which lie had no reasonable cause to believe was unlawful. The termination of any claim, action, suit or proceeding by judgment. order, settlement (whether with or without court approval), conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action, suit, or proceeding, in a manner which he had reasonable cause to believe was unlawful. 4 b) Any Director, Member, officer or employee of the Corporation who has been successful as a party on the merits or otherwise in his/her defense of any claim, action, suit. or proceeding referred to in the first sentence of Section 8.1(a) shall be indemnified as of right against expenses (including attorneys' fees) reasonably incurred by him/her in connection therewith (except to the extent covered by insurance). c) Except as provided in Section 8.1(b) above, any indemnification under Section 8.1(a) shall be made by the Corporation only upon a determination that indemnification of the particular Director. Member, officer, employee, or agent is proper in the circumstances because such person has met the applicable standards of conduct set forth in Section 8.1(a). Such determination shall be made (1) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of members of the Board of Directors who were not parties to such claim, action, suit. or proceeding, or (ii) if such a quorum is not obtainable or if so directed by a majority vote of a quorum consisting of members of the Board of Directors who were not parties to such claim, action, suit, or proceeding, by independent legal counsel (who may be regular counsel of the Corporation or other disinterested person(s). such counsel or person(s) being hereafter called the "referee") in a written opinion. The person claiming indemnification shall, if requested, appear before the referee and answer questions which the referee deems relevant and shall be given ample opportunity to present to the referee evidence upon which he relies for indemnification. The Corporation shall, at the request of the referee, make available facts, opinions or other evidence in any way relevant to the referee's findings which are within the possession or control oC the Corporation. d) The indemnification provided by this Section 8.1 shall not be deemed exclusive of any other rights to which a Director, Member, officer, employee, or agent may be entitled under any bylaw, resolution, agreement, or otherwise, and shall continue as to a person who has ceased to be a Director, Member, officer, employee, or agent of the Corporation, and shall inure to the benefit of the heirs, executors and administrators of such a person. The indemnification provided by this Section 8.1 shall be applicable to claims. actions, suits, or proceedings made or commenced after the adoption hereof, arising from acts or omissions to act occurring whether before or after the adoption hereof. e) The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director. officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a Director, officer, employee or agent of another Corporation. partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Section 8.1, together with expenses actually and reasonably incurred by him in connection with his defense thereof, provided that when and to the extent that the Corporation has purchased and maintained such insurance, it shall have no duty under this Section 8.1 to indemnify any such person to the extent such liability is covered by such insurance. 5 Section 8.2. Restriction Upon_ Acceptance of Gifts. No gifts or other contributions to the Corporation shall be accepted by the Corporation if the use or expenditure of such gift or other contribution is subject to any condition which is inconsistent with the purposes of the Corporation as stated herein. Section 8.3. Interest of Directors in Contracts. Any contract or other transaction between the Corporation and one or more of its Directors, or between the Corporation and any firm of which one or more of its Directors are members or employees, or in which they are interested, or between the Corporation and any corporation or association of which one or more of its Directors are shareholders, members, directors or employees. or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such Director or Directors at the meeting of the Board of Directors of the Corporation which acts upon or in reference to such contract or transaction. Also, notwithstanding such Director's participation in such action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall. nevertheless, authorize. approve and ratify such contract or transaction by a vote of a majority of the Directors present, such interested Director or Directors are to be counted in determining whether a quorum is present, but not to be counted in calculating the majority of such quorum necessary to carry such vote. Provided, however, such contract or transaction shall be at arm's length and not violative of the proscriptions of these Articles against the Corporation's use or application of its funds for private benefit. Section 8.4. Net Earnings. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to, its Directors, Members. officers, or other private individuals. Section 8.5. Private Foundation. If at any time it is determined by the Internal Revenue Service that the Corporation is a private foundation within the meaning of Code Section 509(a) or the corresponding provision of any future United States revenue law). the Corporation shall also be subject to the requirements set forth below in this Section. a) Distribution of Income. The Corporation shall distribute its income each taxable year at such time and in such manner as not to becorne subject to the tax on undistributed income imposed by Code Section 4942, or corresponding provisions of any subsequent federal tax law. b) Self-Dealinr=. The Corporation shall not engage in any act of self -dealing, as defined in Code Section 4941(d). or corresponding provisions of any subsequent federal tax law. c) Excess Business. Holdines. The Corporation shall not retain any excess business holdings as defined in Code Section 4943(c), or corresponding provisions of any subsequent federal tax laws. d) Investments Jeopardizing Exempt Purpose. The Corporation shall not make any investments in such manner as to subject it to tax under Code Section 4944. or corresponding provisions of any subsequent federal tax laws. rel e) Taxable Expenditures. The Corporation shall not make any taxable expenditures as defiled in Code Section 4945(d) or corresponding provisions of any subsequent federal tax law. Section 8.6. Amendment of Articles of Incorporation. The Corporation reserves the right to amend, alter, change, or repeal any provisions contained in the Articles of Incorporation or in any amendment hereto. in any manner now or hereafter prescribed or permitted by the Act or any amendment thereto, provided, nevertheless. that such power of amendment shall not authorize any amendment which would have the effect of disqualifying this Corporation as an exempt organization under the provisions of Section 501(c)(3) of the Code, or such equivalent provision as may hereafter exist from time to time. Subject to Subsection 8.1(d). the power to make, alter, or amend the Articles of Incorporation shall otherwise be vested in the Members. Section 8.7. Bylaws. The Board of Directors shall have the power to adopt and amend the Bylaws of the Corporation. which may contain other provisions consistent with the laws of the State of Indiana for the regulation and management of the affairs of the Corporation. Section 8.8. Exempt Status. Notwithstanding any contrary provisions contained herein, the Board of Directors shall not have the power or authority to do any act that will prevent the Corporation from being an organization described in Code Section 501(c)(3) or corresponding provisions of any subsequent federal tax laws. IN WITNESS WHEREOF, the undersigned hereby executes these Articles of Incorporation as of this day of February, 2018. Willi t . woo _ h rp at 336i574N2 INTERNAL REVENUE SERVICE P. 0. BOX 2508 CINCINNATI, OH 45201 Date: FEB 2 1 2019 THE CAT LTD C/O DON MEYER 111 MONUMENT CIRCLE STE 2700 INDIANAPOLIS, IN 46204 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 82-4715318 DLN: 17053166308028 Contact Person: SIRIJUN MAYI ID# 31449 Contact Telephone Number: 877) 829-5500 Accounting Period Ending: December 31 Public Charity Status: 170(b)(1)(A)(vi) Form 990/990-EZ/990-N Required: Yes Effective Date of Exemption: March 9, 2018 Contribution Deductibility: Yes Addendum Applies: No We're pleased to tell you we determined you're exempt from federal income tax under Internal Revenue Code (IRC) Section 501(c)(3). Donors can deduct contributions they make to you under IRC Section 170. You're also qualified to receive tax deductible bequests, devises, transfers or gifts under Section 2055, 2106, or 2522. This letter could help resolve questions on your exempt status. Please keep it for your records. Organizations exempt under IRC Section 501(c)(3) are further classified as either public charities or private foundations. We determined you're a public charity under the IRC Section listed at the top of this letter. If we indicated at the top of this letter that you're required to file Form 990/990-EZ/990-N, our records show you're required to file an annual information return (Form 990 or Form 990-EZ) or electronic notice (Form 990-N, the e-Postcard). If you don't file a required return or notice for three consecutive years, your exempt status will be automatically revoked. If we indicated at the top of this letter that an addendum applies, the enclosed addendum is an integral part of this letter. For important information about your responsibilities as a tax-exempt organization, go to www.irs.gov/charities. Enter "4221-PC" in the search bar to view Publication 4221-PC, Compliance Guide for 501(c)(3) Public Charities, which describes your recordkeeping, reporting, and disclosure requirements. Letter 947 2- THE CAT LTD We sent a copy of this letter to your representative as indicated in your power of attorney. Sincerely, Director, Exempt Organizations Rulings and Agreements Letter 947 STATE OF INDIANA ) SS: COUNTY OF ) AFFIDAVIT I, r O&OS , an authorized representative of "Grantee"), 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 $ V5 • 0 I' Signature ' Printed Name tJ I 2 r1{ Subscribed and sworn to before me, the undersigned Notary Public, this day of Noyem eV , 202 2. SEAL] RANI L. RICHEY 4pY vv8r Notary Public, State of Indiana Hamilton County t ? Commission Number NP07261 B3 tiGii p: My Commission Expires February 13, 2Q2$ Signature -Nota y Public Printed Name P,- ,, L-- Resident of My Commission Expires: 0 County, Indiana 01:21 PM The CAT Ltd. 01/29/22 Cash Basis Operating Statement January through December 2021 TOTAL Income Concession Sales 12,261.19 Grant 84,000.00 Rent 37,998.50 Sales 2,473.73 Sponsorship 11,000.00 Ticket Sales 20,465.73 Unrestricted Contributions 7,000.00 Total Income 175,199.15 Expense Intern Expense 800.00 Fundraising Expense 113.49 Cash 100.00 Automobile Expense 72.80 Bank Service Charges 5.25 Computer and Internet Expenses 1,477.38 Concession Supplies 4,668.46 Insurance Expense 1,700.00 Marketing 2,132.21 Meals and Entertainment 834.42 Office Supplies 206.80 Payroll Expenses 47,094.09 Permits and Licenses 867.47 Postage & Delivery 135.53 Production Show Budget 5,027.45 Production Show Budget - Talent 4,449.66 Production/Show Licensing 4,490.00 Professional Fees Accounting 5,172.50 Legal 795.33 Total Professional Fees 5,967.83 Rent Expense 70,648.82 Major Rennovations 6,892.38 Repairs and Maintenance 351.60 Taxes Property 25.00 Food & Beverage Tax 235.24 Total Taxes 260.24 Theatre Small Equip & Supplies 104.70 Trash Service 425.56 Utilities 9,338.75 Total Expense 168,164.89 Net Ordinary Income 7,034.26 Exhibit E rL Net Operating Income 7,034.26 Page 1 of 1 11:52 AM The CAT Ltd. 01 /29/22 Cash Basis Balance Sheet As of December 31, 2021 TOTAL ASSETS LIABILITIES & EQUITY Liabilities Current Liabilities Other Current Liabilities Payroll Liabilities Total Other Current Liabilities Total Current Liabilities Total Liabilities Equity Unrestricted Not Asses Net Income Total Equity TOTAL LIABILITIES & EQUITY 23,761.10 0.01 23,761.11 23,761.11 23,76-. 17,843.76 7,034.26 24, 878.02 23,761.11 Exhibit E xh,-4;r-3 EZ Short Form Form Return of Organization Exempt From Income Tax Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) lment of the Treasury III Do not enter social security numbers on this form, as it may be made public. Intem Go to www.irs.nternal Revenue Service gov/Form990EZ for instructions and the latest information. OMB No. 1545-0047 20021 A For the 2021 calendar year, or tax year beginning , 2021, and ending , 20 B Check if applicable: C Name of organization a D Employer identification number Address change The CAT, LLC 824715318 Name change Number and street (or P.O. box if mail is not delivered to street address) Lnyjoom/suite E Telephone number Initial return 254 Veterans Way A 3177502484 Final retum/terminated City or town, state or province, country, and ZIP or foreign postal code F Group ExemptionAmendedreturnpp Application pending Carmel, IN 46032 Number 0 G Accounting Method: r Cash Accrual Other (specify) H Check 0 if the organization is not I Website: required to attach Schedule B 12 J Tax-exempt status (check only one) — 501 (c)(3) 501 c) -4 insert: no. 4947(a)(1) or 527 (Form 990). K Form of organization: Corporation Trust Association Other LLC L Add lines 5b, 6c, and 7b to line 9 to determine gross receipts. If gross receipts are $200,000 or more, or if total assets Part II, column (B)) are $500,000 or more, file Form 990 instead of Form 990-EZ . . . . . . . . . . . . $ 0 fIEW Revenue, Expenses, and Changes in Net Assets or Fund Balances (see the instructions for Part 1) Check if the rclaniZatlon used Schedule n to raGnnnd to nnv rfi iactinn in this Part I n 13 1 Contributions, gifts, grants, and similar amounts received . . . . . . . . . . . . . 1 102000.00 M 2 Program service revenue including government fees and contracts . . . . . . . . . 2 73199.15 3 Membership dues and assessments . . . . . . . . . . . . . . . . . . . . 3 0 0 4 Investment income . . . . . . . . . . . . . . . . . . . . . . 4 0 5a Gross amount from sale of assets other than inventory . . . . 5a 0 b Less: cost or other basis and sales expenses . . . . . . . . 5b 0 c Gain or (loss) from sale of assets other than inventory (subtract line 5b from line 5a) . . . . 5c 0 6 Gaming and fundraising events: c a Gross income from gaming (attach Schedule G if greater than 15,000) . . . . . . . . . . . . . . . . . . . . 6a I 0 b Gross income from fundraising events (not including $ 0 of contributions from fundraising events reported on line 1) (attach Schedule G if the sum of such gross income and contributions exceeds $15,000) . 6b 0 c Less: direct expenses from gaming and fundraising events . 6c 0 d Net income or (loss) from gaming and fundraising events (add lines 6a and 6b and subtract line 6c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6d 0 7a Gross sales of inventory, less returns and allowances . . . . . 7a 0 b Less: cost of goods sold . . . . . . . . . . . . . . 7b 0 c Gross profit or (loss) from sales of inventory (subtract line 7b from line 7a) . . . . . . . 7c 0 8 Other revenue (describe in Schedule O) . . . . . . . . . . . . . . . . . . . 8 0 9 Total revenue. Add lines 1, 2, 3, 4, 5c, 6d, 7c, and 8 . 9 1 175199.15 10 Grants and similar amounts paid (list in Schedule O) . . . . . . . . . . . 10 800.00 11 Benefits paid to or for members . . . . . . . . . . . . . . . . . 11 0 2 c x14 W 12 Salaries, other compensation, and employee benefits 3 . . . . . . . . . 13 Professional fees and other payments to independent contractors . . . . . . Occupancy, rent, utilities, and maintenance . . . . . . . . . . . . . . . . . 15 Printing, publications, postage, and shipping . . . . . . . . . . . . . . . . . 12 47094.09 13 5967.83 14 87657.11 15 342.33 16 Other expenses (describe in Schedule O) n . . . . . . . . . . . . . . . 16 26303.53 17 Total expenses. Add lines 10 through 16 . 17 168164.89 w y19 a 18 Excess or (deficit) for the year (subtract line 17 from line 9) . . . . . . Net assets or fund balances at beginning of year (from line 27, column (A)) (must agree with end -of -year figure reported on prior year's return) . . . . . . . . . . . . . . . 18 7034.26 19 z20 Other changes in net assets or fund balances (explain in Schedule O) . . . . . . . . . 21 Net assets or fund balances at end of year. Combine lines 18 through 20 . 20 17843.76 21 24878.02 For Paperwork Reduction Act Notice, see the separate instructions. Cat. No. 106421 Form 990-EZ (2021) THE CAT, LTD Membership List Effective as of February _. 2018) Officers: President: William R. Wood Treasurer: Deborah B. Wood Secretary: Miranda Annie Directors: William R. Wood Deborah B. Wood Miranda Armie Christopher S. Roberge Christopher Carmen Members: William R. Wood Deborah B. Wood 33615732 Twow THE CAT-2022 ACCOMPLISHMENTS November 2022 We are proud to report a very productive year with many accomplishments at The Cat. Last year the Carmel Arts Grant generously gifted The Cat $80,100, which she used to cover operations and programming for 2022, and what a busy year it was! This year, The Cat provided a much -needed home to 26 different artistic companies. Many of these companies held multiple shows at The Cat. Ten of those companies presented new works from local playwrights and singers. Many of those groups had never self -produced, thus our staff enthusiastically assisted them in learning how to budget, plan, advertise, sell tickets and fulfill their technical needs. We incubated a wonderful new artist, Ashley Nicole, who struggled to find anyone to help her launch her singing career. We worked with Ashley for over a year and she opens her first show this weekend. The Cat hosted a few visual artists this year. Bridget Carrol, an up-and-coming artist, painted a beautiful cat-themed mural outside on the south wall. Her brilliant work created the largest "selfie-spots" in Carmel. Local painter, Amy Abuasabeh, joined The Cat as a resident artist in our lobby. Amy displayed a wonderful collection of quaint and quirky cat paintings. We also incubated Carmel High School graduate, Seraphim, in their new performance endeavors. Seraphim hosted 6 entertainingly diverse (and sold out) shows this year. Comedy at The Cat continues to go strong under our partnership with Carmel legend Dave Dugan. This is now an event The Cat hosts every quarter with discussions about adding our own troupe of improvisation comedians and their students to the act. The first Comedy at The Cat show next year is on St. Patrick's Day. We can't wait to belly laugh with Dave and all the comedians he brings with him! Creative Artists continued bringing their new works to The Cat this year. Louis 1anEria and Shandrea Funnye are now "old hands" at producing their new works at The Cat. Both of these creative artists bring anywhere from 1-3 shows a year to her stage. The Cat recently added Garret Matthews to that list of creative artists. Garret just completed his first, self -penned show here. One of our first Interns, Emma Rund, just returned bringing from the New York stage her award -winning, one -woman show to Carmel for two sold -out performances. Our longstanding relationships with Christian Youth Theatre and Carmel Community Players are going strong with both companies hosting their seasons here at The Cat. Christian Youth Theatre even doubled their summer camps this past year by doing four plays -in -a -day, and are building up to two, two -week summer camps with The Cat next year. The accomplishment of The Cat's special projects this year were a source of pride as we continue to serve our mission to contribute to the community. The Community Garden was even more bountiful this year with butternut squash, cucumbers, tomatoes and peppers as well as a whole box of strawberry plants donated from Judy Weir in memory of her late husband. The Community Garden was very busy all season with people from the community picking the ripe vegetables and strawberries. The Cat staff laughingly reported that the Community Garden was so popular that they did not even have a chance to take any of the squash home for themselves. In May, The Cat raised money for the children of Ukraine. We are very happy to report that $6310 was donated to them via The International Fellowship of Christian and Jews. The Carmel Apprentice Theatre is growing by leaps and bounds. Every year we worry that we may eventually have a cast that is too big for our itty-bitty stage! This year we doubled the size of You're A Good Man Charlie Brown, and expanded the cast of The Addams Family to 20 actors. We also added five volunteer crew members who wanted to be involved in a production, but felt too shy yet to be on stage. Both of the Carmel Apprentice Theatre shows were led by first-time directors, with great success. We are excited and look forward to expanding the program to encourage Apprentice Playwrights and Producers as well. We could not be more grateful to the City of Carmel for the grant every year as it allows us the ability to serve the thousands of artists and patrons that come through our doors. Thank you so much for supporting The Cat as we endeavor to be a place that is approachable and accepting to artists of all levels. Sincerely, Audrey Larkin Managing Director RESOLUTION NO. BPW 01-18-23-22 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR 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 Agreement attached hereto (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 of the 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 Agreement EBIZBenefits & Insurance Services, Inc.docx1/10/20239:58AM 18th January ON CBIZ BENEFITS & INSURANCE SERVICES, INC., Vio Administration Services Agreement (the "Agreement") Plan Sponsor: City of Carmel One Civic Square Carmel, IN 46032 Plan Administrator: ( X ] Same as Plan Sponsor j Plan Administration Committee appointed by Plan Sponsor. Service Provider: CBIZ Benefits & Insurance Services, Inc. P.O. Box 31420 Independence, OH 44131 Attn: Legal Department Effective Date: December 19, 2022 This Agreement is by and between the Plan Administrator and CBIZ Benefits & Insurance Services, Inc. ("CBIZ") on behalf of the Plan to perform the services outlined in this Agreement. CBIZ understands that the Plan Administrator is the fiduciary with authority to contract on behalf of the Plan. In addition, we require that the Plan Sponsor also sign this Agreement as a party, agreeing to be liable for payment of our fees that are not permitted to be paid by the Plan pursuant to the Employee Retirement Income Security Act, (if applicable), as amended ERISA") and/or applicable state law as well as the balance of our fees in the event of nonpayment by the Plan. The undersigned, as a representative of the Plan Administrator, acknowledges that the Plan Administrator is the responsible plan fiduciary for the Plan (that is, the fiduciary with authority to cause the Plan to enter into this Agreement), and hereby engages CBIZ to provide the services described in this Agreement and each applicable Statement of Work ("Statement of Work" or "SOW"). The Plan Sponsor, Plan Administrator, and Plan are jointly referred to in this Agreement as "Client." I. FidUciaiv AUthoriW, The Plan Administrator has the authorityto cause the Plan to enter into this Agreement. ll. Services. CBIZ agrees to provide the following services in relation tothe Plan: A Core Services. CBIZ shall perform the administration services for the Plan that are specified as Core Services in the attached Appendix A to each applicable SOW. B.Additional Services. CBIZ shall perform additional services requested by Plan Administrator, which may include such services as may be specified in the "Additional Services" Section of each Appendix A. C. CBIZ represents and warrants that it has the capabilities necessary to perform the services shown on each Appendix A and will do so in a manner consistent with the standards of the industry, in a professional, timely and accurate manner. Page i of 11 CBIZ BENEFITS & INSURANCE SERVICES, INC. III. Fees_ BillinPrQ dures. V. 9.19.2022 A. Fee Schedule. As compensation for its services under the Agreement, CBIZ shall be entitled to fees computed in accordance with the fee schedule attached as Appendix B to each SOW ("Fee Schedule'), as amended from time to time in accordance with subsection (d)(x) below. B. Additional Services. Additional services requested by the Client will be billed on a fixed fee or an hourly basis at current hourly rates, as described in each Appendix B of this Agreement, and shall be paid by the Client pursuant to the terms of this Agreement, C. Third Party Compensation. In certain instances, CBIZ reasonably expects to receive compensation for its services under this Agreement from third parties. In such instances, such compensation will be disclosed in each applicable Appendix D. D. Fee Pavmgnt term$. 1. The Plan (or, at its discretion, the Plan Sponsor) may pay the fees charged. If the fees are paid bythe Plan, they may be charged to the Plan' s trust fund or to participant accounts (if and in the manner so permitted in the Plan document). 2. Except as otherwise provided in Appendix B or C, the Core Service fees shall be billed at the end of the plan year quarterto which they apply ( e_g_. 2021 plan year fees for a calendaryear plan would be billed as of March 31, June 30, September 30, and December 31 of 2021), If fees are based on the number of plan participants, such fees shall be based on an estimate of the number of participants in the Plan for such year. Any adjustment required to the Core Service fees based on the actual number of participants in the Plan or any other difference between the assumptions used for the Core Services and actual experience will be billed upon completion of the administration work for the relevant year. 3. Except as otherwise provided in Appendix B or C. fees for Additional Services shall be billed upon the completion of such services in a special invoice or as part of the quarterly fee billingfor Core Services. CBIZ reserves the right to require prepayment of fees for any Additional Service or to provide progress billing and payment of such billing while a lengthy project is being worked on. 4, Invoices are due upon receipt if fees are to be paid to CBIZ out of the Plan, the Plan Administrator will instruct the investment manager, recordkeeper, or other responsible parry, as applicable, to issue payment of those fees from Plan assets. 5. Balances not paid within 30 days afterthe initial invoice date will be subject to a one percent (1%) per month service charge for each month or partial month until the invoice is paid in full. 6. If the Plan does not pay the fees within sixty (60) days of the date of the applicable invoice, the Plan Sponsor hereby agreesthat it will be obligated to pay the fees. 7. It is the Plan Administrator's responsibility to determine that all fees for services provided by CBIZ in accordance with the attached Fee Schedule( s) are reasonable expenses to the extent payable by the Plan. If the Plan Administrator objects to an amount charged on an invoice, the Plan Administrator should advise CBIZ of such objection within 15 days after the initial invoice date and should pay all amounts not in dispute. CBIZ will work with the Plan Administrator to resolve any dispute as to fees on a prompt basis. Any amount from the original Invoice that was disputed but ultimately resolved in CBIZ's favor shall be subject to the service charge discussed in subsection ( v) above. 8. If fees are not paid within 60 days, CBIZ may cease work on any matter until the account is brought current. If fees are outstanding more than 90 days, CBIZ may withdraw from this engagement immediately at its discretion. CBIZ's withdrawal undersuch circumstances does not affect Client's obligations to pay any outstanding balance. 9. CBIZ is not responsible for any late tax filings or penalties, fines, taxes, or other charges that may be assessed as a result of its nonperformance of services while fees remain unpaid, as discussed in subsection (viii) above. 10. Fees may be altered at any time by CBIZ in its discretion bythe provision of a new Appendix B to an applicable SOW, to be effective not less than 60 days after such notice is provided. Notwithstanding the foregoing, the amount of Core Service Fees, as reflected on each applicable Appendix B to this Agreement shall be increased automatically effective annually, beginning on the first anniversary of the Effective Date of this Agreement, and continuing each year thereafter, at the rate of three percent (3%) per year. No additional or separate notice of this annual increase needs to be provided. IV. i.1m1r n n a . Unless provided through a separate written agreement, CBIZ does= perform the following services: A. Investment Advice. CBIZ does not and will not provide investment advice, for a fee or otherwise, to any person including Client, the Plan, or the Plan' s participants and beneficiaries. B. Fiduciary Services. Client has sole discretionary authority and control over the administration of the Plan, and exclusive control over the assets of the Plan. Unless explicitly provided elsewhere in this Agreement, and only to the extent so provided, Client acknowledges that neither CBIZ nor any of its employees are fiduciaries of the Plan and Trust, nor is any of them the Administrator of the Plan as that term is defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Client acknowledges that the Plan Administrator is the Plan Administrator under ERISA or applicable State law and, as such, is responsible for all administrative duties incident to the maintenance of the Plan and Is a "named fiduciary," as defined in ERISA or applicable State law. Page 2 of 11 CBIZ BENEFITS & INSURANCE SERVICES, INC. V.9.19.2O22 C. Discretionary Services. Except as otherwise provided in this Agreement or its Appendices, CBIZ has no discretionary authority, control, or responsibility over the Plan or over the administration of Plan assets. Neither CBIZ, nor its officers, employees, and agents shall have any liability whatsoever for the payment of any damages, interest, taxes, fines, or penalties which arise out of or are in connection with any acts or omissions of a Plan trustee, sponsor, fiduciary, administrator, or party -in -interest. D. Legal or Accounting Services. CBIZ is not a law or accountingfirm and does not provide legal or accounting advice. Client should consult with an attorney or accountant experienced in employee benefit plan matters regarding any questions or concerns that Client may have relative to the Plan. V. Client ResnonsrrLilrtirs. Client acknowledges and represents that: A. Client shall be responsible for the items discussed in this section and in Appendix C to each applicable SOW to this Agreement which outlines additional Client Responsibilities as between Client and CBIZ only. B. CBIZ shall not be liable for any acts or omissions with respect to the Plan that were committed priorto the Effective Date of this Agreement. C. Timely Provision of Accurate and Complete Information- Client shall provide CBIZ with requested information on a timely basis (i.e., within the time frame specified by CBIZ when the request is communicated to Client), and will be responsible for ensuringthat the provided information is accurate and complete. CBIZ will rely exclusively on information provided by Client or Client's authorized advisors, whether oral or in writing, and will have no responsibility to independently verify the accuracy of that information. Client acknowledges that inaccurate information and/or late information could result in penalties and excise taxes and possibly Plan disqualification. CBIZ assumes no responsibility for, and shall not have any liability for, any consequences that result from CBIZ's inability to complete its work in the ordinary course of its business due to the failure of Client to provide information to CBIZ in accordance with agreed upon timelines. If it is necessaryfor CBIZ to repeat any portion of its services due to incorrect or incomplete information or instructions provided by the Plan Sponsor, CBIZ will charge an additional fee to be determined when the error is discovered. D. Timely Deposit of Contributions and (if applicable) Loan Repayments. Client shall be solely responsible for making sure contributions and, if applicable, loan repayments are funded to the Plan's trust if/when required for tax deductibility and to comply with applicable law, regulations, and plan policy, including ERISA and DOL Regulations. state law, and the Plan's funding policy, regarding the fund and timing of contributions and participant loan repayments. E. Timely Filing of Government Reports. Except as otherwise provided in this Agreement or its Appendices, Client shall be responsible for the timelyfiling of all government reports with the appropriate agency. Client acknowledges that failure to timely file required government reports may result in penalties which shall be the sole responsibility of Client (and not of CBIZ) if assessed. F. Information to be Provided to Participants and Beneficiaries. Client shall be responsible for providing the necessary information to Client's participants, including notices, elections, and reports required by law. G.Information Regarding the Plan Sponsor, Participating Employers, Other Plans, and Business Acquisitions and Dispositions. The Plan's operation and tax qualification may be affected by other plans sponsored by Client (whether currently active or terminated and whether or not CBIZ administered the plan), and by other entities owned partially or entirely by, or related to, Client, its principals, or its owners, and their affiliates. Client is responsible for informing CBIZ of the existence of any such other plans and of notifying CBIZ when there is a change in this information or in the tax filing status of Client/Plan Sponsor, as applicable (e.g., a change from S corporation to C corporation status, a change to an LLC, etc.). H. Discretionary Decisions. Except as otherwise provided in this Agreement or its Appendices. Client is responsible for all discretionary decisions relating to the Plan, including the interpretation of plan document provisions, and the work performed by CBIZ involves the ministerial carrying out of such decisions. To assist Client, CBIZ may, when requested, provide advice to Client about administrative matters (but not about investments). I. Bonding Obligations. ERISA Section 412 requires that, with certain exceptions, every fiduciary of an employee benefit plan and every person who handles funds or other property of a plan shall be bonded in accordance with the provisions of that section. To the extent the Plan is subject to this requirement, Client is responsible for obtaining any necessary bond. VI. riot of Disclosure- The law requires that service providers give its Clients an estimate of their fees a reasonable time before a Client enters into the services contract. This Agreement, including the Appendices, together constitute CBIZ's compliance with this law, as applicable. VI I. 1 nfprmation Privacy. CBIZ and Client agree that they will not (a) use any non-public personal information, regardless of the source of the data, for any purpose other than communicating with Client, participants and beneficiaries; (b) sell, sublicense, or resell non-public personal information to any third party; (a) use the non-public personal information for any unlawful purpose; (d) use the non-public personal information for any purpose other than its own internal purposes: (e) use the non-public personal information to identify or solicit potential plan sponsors for its products; or (f) use the non-public personal information for any purpose that would violate the privacy obligation policy and any other terms and provisions of the Gramm -Leach -Bliley Act (15 U.S.C. § 6801 at seq.) orthe Federal Fair Credit Reporting Act (15 U.S.C. § 1681 at seq.). CBIZ represents and warrants that it is in compliance with all applicable laws and regulations with respect to any non- public personal information it receives with respect to any Plan participant or beneficiary. Page 3 of 11 CBIZ BENEFITS & INSURANCE SERVICES, INC. V.9.19.2022 VIII. Limitation or Liability. Unless otherwise prohibited bylaw or applicable professional standard, Client agrees that CBIZ, any entity related to it and their respective personnel, current or former, shall not be liable to Client, Plan participants, Plan Trustee(s) or any other party for any claims, liabilities, or expenses relating to this Agreement in connection with any service provided by CBIZ except to the extent that CBIZ has engaged in willful misconduct or fraud, In addition, CB)Z's liability shall be limited for each SOW to the amount of the fees paid by Client to CBIZ pursuant to such SOW for the year in which the error occurred. Unless otherwise prohibited bylaw or applicable professional standard, CBIZ, any entity related to it or their respective personnel, current or former, shall not be liable for consequential, special, indirect, incidental, punitive, or exemplary losses or damages relating to this Agreement. Furthermore, CBIZ, any entity related to it, or their respective personnel, current or former, shall not be liable for the cost of procurement of substitute services, technology or rights or for the interruption use or loss or corruption of data arfor any breach of cybersecurity that occurs despite their best efforts at maintaining the security of computer files. This limitation on liability provision shall apply to the fullest extent of the law, whether in contract, statute, tort (such as negligence), professional standard, or otherwise, and shall survive the termination of this Agreement. IX. Termination. A. Either the Plan Administrator or CBIZ may terminate this Agreement at anytime without cause after providing 60 days' advance notice_ Client agrees to pay the reasonable costs related to the transition of the administrative services to a successor service provider, which shall be billed as Additional Services using CBIZ's standard hourly rate and must be paid by Client prior to the provision of any transition services. B. If either Client or CBIZ materially breaches this Agreement, the nonbreaching party must provide notice of such breach and 30 days within which the breaching party may cure the breach. If the breach remains uncured after such time, the nonbreaching parry then may terminate this Agreement immediately. C. CBIZ may terminate this Agreement immediately in the event of nonpayment of fees, as discussed above in Section 3(d)(viii). D.This Agreement shall be deemed terminated if the Plan is terminated upon the distribution of all plan assets and preparation of all applicable final regulatory filings, as applicable. E. Upon termination of this Agreement, all fees owed to CBIZ, including fees for administrative services for the current year earned through the date of termination of the Agreement, will be immediately payable in full. F. No prepaid fees are refundable upon termination of this Agreement. X. Miscellaneous. A. Disclosure of Fee Information Required by Form 5500, where applicable_ For any client for whom a Form 5500 must be filed, certain information regarding CBIZ's fees must be disclosed on an annual basis such Form 5500, If CBIZ prepares Client's Form 5500, CBIZ will disclose that information as part of such preparation. IF CBIZ does not prepare the Form 5500. it will provide the necessary information to the Form preparer upon reasonable request (and with timely and appropriate notice) to enable the Form 5500 to be completed on a timely basis. S. Notices. Any and all notices required or permitted under this Agreement shall be in writing and shall be sufficient in all respects if (i) delivered personally, (ii) mailed by registered or certified mail, return receipt requested and postage prepaid, (iii) sent via a nationally recognized overnight courierservice to the address on the first page of this Agreement, or such other address as any party shall have designated by notice in writing to the other party, or (iv) as otherwise mutually agreed by the parties. In addition, Client expressly agrees to accept electronic communication of any notice, advice, or report in lieu of a printed copy at the email address listed on the first page of this Agreement or such other email address as Client may designate in writing to CBIZ. Client may revoke this consent at any time by providing notice to CBIZ pursuant to this section. C. Assignability. This Agreement is not assignable by either party hereto without the prior consent of the other party. Consent shall not be required, however, where an entity becomes an assignee due to the purchase of substantially all of the assets or stock of CBIZ or by virtue of becomingthe successor to CBIZ's business (whether by merger, consolidation, stock sale, or otherwise). O.Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, successors, survivors, administrators, and assigns. E. Entire Understanding and No Third Party Beneficiaries. This Agreement supersedes all written and oral agreements, communications or negotiations among the parties and it constitutes the complete and full understanding and agreement ofthe parties with regard to the services to be provided pursuant to this Agreement. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any person (other than the Plan, the Plan Sponsor, the Plan Administrator. or CBIZ or its affiliates) including, without limitation, any participant or any beneficiary covered by the Plan. F. Severabllity, If any one or more of the provisions of this Agreement shall, for any reason, be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Agreement and this Agreementshall be enforced as if such illegal or invalid provision had not been contained herein. Page 4 of 11 CBIZ BENEFITS & INSURANCE SERVICES, INC. V.9.19.2022 G.Headings. All headings used herein are for ease of reference only and in noway shall be construed as interpreting, decreasing or enlarging the provisions of this Agreement H.Applicable Law. The laws of the State of Ohio shall govern this Agreement in all respects, including but not limited to the construction and enforcement thereof, unless preempted by ERISAor other federal law. Arbitration Agreement. To the extent permitted by law, all controversies between Client and CBIZ, which may arise out of or relate to any of the Services provided by CBIZ underthis Agreement, or the construction, performance, or breach of this or any other agreement between CBIZ and Client, whether entered into prior to, on or subsequent to the date hereof, shall be settled by binding arbitration in Cleveland, Ohio, under the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon any award rendered by the arbitrator(s) shall be final and binding on the parties, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction. Client understands that this agreement to arbitrate does not constitute a waiver of the right to seek a judicial forum where such waiver would be void under applicable federal or state securities laws. IN AGREEING TO ARBITRATION, CBIZ AND CLIENT ACKNOWLEDGE THAT, IN THE EVENT OF A DISPUTE ARISING FROM THIS AGREEMENT, THEY ARE EACH GIVING UP THE RIGHT TO HAVE THE DISPUTE DECIDED IN A COURT OF LAW BEFORE A JUDGE OR JURY AND INSTEAD EACH ACCEPTS THE USE OF ARBITRATION FOR RESOLUTION. J. Amendments. This Agreement and/or its Appendices may be modified with the written consent of both the Plan Administrator and CBIZ. CBIZ may modify its fees at any time, as discussed in Section 3(d)(x) above. In addition, if CBIZ provides the Plan Administrator with an amendment to the Agreement clearly identified as an amendment of this Agreement, and the Plan Administrator does not object to the amendment within 60 days of receipt, such amendment shall be considered to have been agreed to by the Plan Administrator when actions are taken by the Plan Administrator that indicate an intention to continue performance underthis Agreement. Such actions include, without limitation, the response to requests for information by CBIZ, the initiation of additional work or projects, or the payment of fees in compliance with the new agreement by the Plan Administrator after the date such amendment is provided. K. Waiver of Limitation. Nothing in this Agreement sha 11 in any way constitute a waiver or limitation of any rights which Client or Plan or any other party may have under ERISA or federal or state laws. Furthermore, no failure by CBIZ to exercise any right, power, or privilege that it may have under this Agreement shall constitute a waiver of its ability to exercise that right. power, or privilege in either that or any subsequent situation. L. Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all counterparts, together, constitute only one Agreement. Page 5 of 11 CBIZ BENEFITS & INSURANCE SERVICES, INC. V.9.19.2022 The undersigned Plan Administrator has full power and authority under the provisions of the applicable instruments governing the Plan, to execute, deliver and perform the obligations under this Agreement. The execution and delivery of this Agreement and the appointments and investments contemplated hereby have been duly authorized in accordance with the provisions of the instruments governing the Plan and underlying trust and are in accordance with all requirements applicable to the Plan's governing instruments and under ERISA cif applicable), and other applicable law. This Agreement shall not be binding on CBIZ until accepted by it, in writing, as indicated by its signature below. Plan Administrator: Service Provider. City of Camtel CBIZ Benefits & Insurance Services, Inc. By: Print Name: Jim Brainard Title: Mayor Date: 1-5-2023 By: Print Name: YTa SS 2I Title: Srt t]. . LO Date: L,1'20z'3 - Client agrees that CBIZ may utilize its name in representative client lists. I YES, Client agrees that CBIZ may utilize its name in representative client lists X) NO, Client does not agree to permit CBIZ to utilize its name in representative client lists Page 6 of 11 CBIZ BENEFITS & INSURANCE SERVICES, INC. V.9.19.2022 Plan: City of Carmel Postretirement Benefit Plan STATEMENT OF WORK # i I APPENDIX A RETIREMENT PLAN SERVICES: NUN -FIDUCIARY This SOW #1 shall become an SOW to the Administration Services Agreement between the City of Carmel and CBIZ Benefits & Insurance Services, Inc. ("CBIZ") dated December 19, 2022 (the "Agreement'). The signature(s) below authorize adding this SOW to the Agreement: Plan Administrator: Service Provider. City of Carmel CBIZ Benefits & Insurance Services, Inc. Print Name: JiM Brainard Print Name: Title: Mayor Title: nasCo5 Date: 1-5-2023 Date: Page 7 of 11 CBIZ BENEFITS & INSURANCE SERVICES, INC. Subject to the terms and conditions described in the Agreement, CBIZ shall provide services as set forth below. V.9.19.2022 The services that are reported as Core Services represent services that the Client authorizes CBIZ to provide on behalf of the Plan. Additional Services represent services that CBIZ will not be responsible for unless engaged by the Client to be provided for an additional fee. Any Additional Services, regardless of how engaged via written project plan or otherwise, will be performed and governed by the terms and conditions set forth in this Agreement. The fee arrangements for services provided are identified based upon the following categories: Included in core services fees Hourly time charges (See AppendixB Billable Rate Schedule) Flat Fee (per event) - Fee amount as indicated Total fees for services to be provided are outlined on Appendix B. Review and Match of Prior Actuarial Valuation Review prior actuary s most recent valuation report and match results, within reason, with available data In order to complete initial Interim -Year GASB 75 Financial Disclosure Funding and GASB Actuarial Valuation Included Review of the Plan Administrator's program to address the valuation date, current number of eligible active and retired employees, current costs, historical cost increases, Included employee turnover, thellne, and other pertinent information Provide the Plan Administrator with a detailed data request, discuss all required data, and establish a mutually agreed upon timeline to supply all necessary data Included Determine and discuss all assumptions including turnover, mortality, healthcare trend, morbidity, retirement rates, spousal participation rates, starting per -capita health care Included costs, discount rate, and investment return Review the investment and contribution policies in accordance with the discount rate + calculation process under GASB Nos. 74 & 75, and/or recommend establishing formal i Included policies to take advantage of funding methodologies Summarize liabilities and Actuarially Determined Contributions as of the valuation date Included with adequate supposing detail. Examples will be used, as applicaole Provide formal actuarial valuation report and certification. This report can be shared with all auditors and the general public Included Interliri-Year Financial Disclosures under GASB No_ 74 and 75 Provide "roll -forward" of actuarial valuation results to interim -year measurement dates. These reports can be shared with all auditors and the general public I Included Update actuarial assumptions and methods, as applicable Included I Disclosure of actual benefit payments and investment statements for Plan assets Included Additional Services Deterministic or Stochastic funding projectlons/mode ls Hourly/ Flat Fee Analysis of potential plan design changes i Hourly/ Flat Fee Actuarial Equivalence Testing and Attestation for Retiree Drug Subsidies through the Center for Medicare and Medicaid Services Hourly / Flat Fee Page 8 of 11 CBIZ BENEFITS & INSURANCE SERVICES, INC. V.9.19.2022 STATEMENT OF WORN #1 1 APPENDIX B FEES AND CHARGES Subject to the terms and conditions described in the Agreement, CBIZ shall provide services as set forth below. The services that are reported as Core Services represent services that the Client authorizes CBIZ to provide on behalf of the Plan. Additional Services represent services that CBIZ will not be responsible for unless engaged by the Client to be provided for an additional flee. Any Additional Services, regardless of how engaged via written project plan or otherwise, will be performed and governed by the terms and conditions set forth in this Agreement. The fee arrangements For services provided are identified based upon the following categories: Included in core services fees Hourly time charges (See Appendix B Billable Rate Schedule) Flat Fee (per event) - Fee amount as indicated CORE SERVICES Initial -Year Review and Matching of Prior Actuarial Valuation Report ...... ..................... ......................................... _.........Waived Interim -Year GASS No. 75 Disclosure upon request ................. ................................... ............................................................. $2,375 Actuarial Valuation and GASS No. 75 Disclosure upon request............................................................................................$9,500 TECHNOLOGY FEE 60% technology fee will be added to all invoices for Actuarial and Administration services. Page 9 of 11 CBIZ BENEFITS & INSURANCE SERVICES, INC. ADDITIONAL SERVICES V.9.19.2022 Fees will be charged based on time and expense. A written project plan and fee estimate will be provided in advance of commencing any work on any Additional Services where the fee is expected to exceed $5,000. Where CBIZ is able to work on a fixed -fee basis for these services, we will provide a firm written fixed -fee quote in lieu of an estimate. Any Additional Services, via written project plan or otherwise, shall be governed by the terms and conditions of the Agreement. The table below illustrates our hourly rates In effect as of January 1, 2021 that will apply with respect to Additional Services. Executive/Senior Vice President 500 - $750 Vice President/Actuary 400 - $550 Managing Consultant 300 - $400 Consultant 250 - $325 Associate 150 - $275 Clerical Support 95 CBIZ hourly rates establish the benchmark for the value of our services. Our hourly rates are adjusted from time to time; generally, such changes occur on a firm -wide basis once every twelve months. We are keenly aware of time expenditures and make every effort to achieve the most cost -beneficial mix of hours, rates, and experience in responding to your actuarial, consulting and administrative needs. In determining the fee in unique situations, CBIZ may also take into account such factors as the novelty and complexity of the issues involved, the skills required, familiarity with the specific area, the magnitude ofthe matter, the results achieved, customary fees for similar actuarial services, and time limitations imposed by you or by circumstances. CBIZ final fees may be revised upward or downward from the fee amount calculated on an hourly basis in order -to reflect these types of factors. Page 10 of 11 CBIZ BENEFITS & INSURANCE SERVICES, INC, V.9,19.2022 STATEMENT OF WORK #1 APPENDIX C PLAN SPONSOR / PLAN ADMINISTRATOR RESPONSIBILITIES All terms defined in the Agreement shall apply to this Appendix C. SECTION 1; PLAN SPONSOR/PLAN ADMINISTRATOR GENERAL RESPONSIBILITIES In conjunction with the services described in Appendix A, the Plan Sponsor/Administrator agrees to perform all fiduciary duties and responsibilities, including but not limited to those listed below, on a timely basis: Provide CBIZ with complete, accurate, and reliable information, data, documents and other records necessary for CBIZ to perform the services set forth in Appendix A and this Appendix C and provide CBIZ with requested management decisions, approvals and acceptances. Maintain the Plan(s) in full compliance, both as to operation and form, with ERISA, the Internal Revenue Code of 1986 (as amended) and all rules and regulations promulgated pursuant thereto ("Internal Revenue Code"), and all other applicable federal, state and local laws, regulations, and ordinances. Retain an independent certified public accountant to audit the Plan(s) and provide the required audited financial statements on a timely basis. Except as outlined in Section 2 below or as may be included in Appendix A, file all forms, documents and reports required to be filed with the appropriate government agencies (i.e. IRS, DOL, PBGC, etc.). Be solely responsible for all services and functions other than as specified in Section 2 below or Appendix A. Be solely responsible for payment of fees and other expenses and otherwise maintaining relationships with benefits payors, claims administrators, and any other third party service providers with respect to or on behalf of the Plan(s). Maintain all plan related records (at both the Plan and employee levels) in compliance with DOL regulations under ERISA and IRS regulations under the internal Revenue Code, including copies of reports provided by CBIZ. Cooperate and assist with CBIZ in its attempt to fulfill its responsibilities under this Agreement, as specified in Section 2 below and Appendix A. PLAN DOCUMENT CBIZ has not been engaged to provide Plan Document services. ADMINISTRATION CBIZ has not been engaged to provide Third Party Administration services. DISTRIBUTIONS AND LOANS CBIZ has not been engaged to provide Distribution and Loan services. GOVERNMENT FILINGS CBIZ has not been engaged to perform Form 5500 [and other Government Forms] preparation services Page 11 of 11 RESOLUTION NO. BPW 01-18-23-23 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR 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 Agreement attached hereto (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 of the 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 Agreement ActuarialServices & Support LLC.docx1/10/20239:58AM 18th January Actuarial Services Support LLC i"s Engagement Letter Thank you for your interest in my professional services in connection with the City of Carmel Municipal Police Officers' and Firefighters' Pension Funds (not administered by PERF), which are identified separately in Indiana statute as the 1925 Police Pension Fund and the 1937 Firefighters' Pension Fund. I value my partnership with you and your advisors. In order to minimize any possible misunderstandings as to the scope of the work that you want me to do for you and the payment for such services, this Engagement Letter, which summarizes the scope, fee, and payment terms beginning with the 2022 Plan/Fiscal Year ending on 12/31/2022 sets forth our understanding regarding the assignment. Scope of Annual accounting valuation and reporting services pursuant to GASB Statement No. Core Services 67 (Plan Financials) and No. 68 (Employer Financials) for the 1925 Police Pension Fund and the 1937 Firefighters' Pension Fund Plan/Fiscal Year Starting with the 2022 Plan/Fiscal Year ending 12/31/2022 (actuarial valuation year) Fees for Police Fire Total Description Core Services will not increase for at least the first 5fiscol years 2,475 2,475 1,475 4,950 Actuarial valuation year; required once every two years; last actuarial valuation on 12/31/2020 1,475 2,950 Interim year calculations (assumes no update to through 12131126) census and assumptions); last interim on 12/31/2021 Payment Terms A separate invoice for each Pension Fund will be e-mailed upon delivery of annual GASB accounting valuation reports and is due upon receipt This engagement letter will remain in effect until it is either replaced with an updated engagement or it is terminated in writing by either party for any reason prior to the start of any services for any Plan/Fiscal Year. The total aggregate liability that may arise from professional acts, errors or omissions shall not exceed total fees for the specific services rendered. If you agree to all the terms stated in this Engagement Letter, please indicate your acceptance by executing this letter below and returning a signed copy to me. Actuarial Services & Support LLC By: Name: John C. Benge, ASA, MAAA, EA, FCA, MSEA Title: Managing Member ACCEPTED AND AGREED Authorized Representative for the City of Carmel By: a'«w Name: Jim Brainard Title: Mavor Date: 12/20/2022 Date: 1/5/2023 aciusen,.com Louis%ille, KY & Cleveland, 01-f L (877 632-8257 (8-PR0-D13-\ ,1L5) KU% RESOLUTION NO. BPW 01-18-23-25 A RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY PROVIDING LOCAL OFFICE HOLDER LEAVE FOR FIREFIGHTERS AND POLICE OFFICERS WHEREAS, pursuant to Indiana Code Chapter 3-5-9 and § 36-8-3-12, City of Carmel police officers and firefighters are employees of the City of Carmel and, thus, may be candidates for elected office or appointed to any office and serve in that office, if appointed, so long as that office is not an elected or appointed office of the City of Carmel; and WHEREAS, the City of Carmel Board of Public Works and Safety (“Board”) finds that the City’s police officers and firefighters are uniquely situated to provide local government with an important and vital perspective and understanding on matters pertaining to public safety; and WHEREAS, pursuant Indiana Code § 36-8-3-2, the Board has “exclusive control over all matters relating to” the Carmel Police Department and Carmel Fire Department, and, thus, may grant leave to the City’spolice officers and firefighters as itdeems necessary; and WHEREAS, to benefit public safety, the Board seeks to encourage City police officers and firefighters to serve as elected or appointed officials in local government, and, to facilitate such, desires now to provide limited paid leave to City police officers and firefighters who hold an elected or appointed office in local government. IT IS THEREFORE RESOLVED THAT: 1. The foregoing Recitals are fully incorporated herein by this reference. 2. The City of Carmel Board of Public Works and Safety hereby allows for, separate and apart from any other leave, forty-eight (48) hours of annual paid leave to City of Carmel police officers and/or firefighters who serve in elected or appointed office in local government, excluding the City of Carmel (“Local Office Holder Leave”), 3. Local Office Holder Leave may only be taken when the police officer’s or firefighter’s on-duty schedule directly conflicts with a meeting of local government that they are required to attend as an elected and/or appointed office holder of that local governmental entity (“Meeting(s)”). City uniforms may not be worn while attending said Meeting(s). 4. Notice must be submitted via the chain of command and in the same manner as other leave is noticed in the respective department at least 48 hours before any Local Office Holder Leave is taken, unless approval is otherwise obtained from the respective department Chief. 5. Local Office Holder Leave may only be taken for the time necessary to attend the Meeting(s), including travel time, and must be taken in less than six-hour increments, unless approval is first obtained from the respective department Chief. 6. Local Office Holder Leave shall be granted without regard to an employee's political party preference(s) or activities. 1 SO RESOLVED. CITY OF CARMEL, INDIANA By the Carmel Board of Public Works and Safety BY: James Brainard, Mayor Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, City Clerk 2 1 City of Carmel - Trail Encroachment 5.12.2022 Prepared By: Victoria J. Parker, Counsel, Duke Energy Return To: Duke Energy Indiana, LLC Property No.: Data & Document Management Land Unit No.: 526 S. Church St., ECII-05 Project No.: Charlotte, N.C. 28202 STATE OF INDIANA COUNTY OF HAMILTON TRAIL ENCROACHMENT AGREEMENT THIS TRAIL AGREEMENT (this “AGREEMENT”), made this ____ day of ______________ 2023, by and between DUKE ENERGY INDIANA, LLC, an Indiana limited liability company (hereinafter referred to as "DUKE ENERGY") and CITY OF CARMEL, INDIANA, by and through its Board of Public Works and Safety (hereinafter referred to as “APPLICANT”); W I T N E S S E T H: WHEREAS, DUKE ENERGY is the owner of the fee simple title or of an easement interest to certain lands presently serving as right-of-way corridors for DUKE ENERGY’s network of electric transmission and distribution lines and certain other lands serving as DUKE ENERGY’s electric substation site in Hamilton County, Indiana, acquired by DUKE ENERGY pursuant to those certain deeds of conveyance or grants of easements recorded in the Public Records of Hamilton County, Indiana as: Instrument No. 2005083784 dated December 29, 2005; Instrument No. 2006009066 dated February 23, 2006; Instrument No. 2006027726 dated May 17, 2006; and Instrument No. 2019032390 dated July 23, 2019. WHEREAS, the above-cited deeds of conveyance and easements, which shall be referred to hereinafter collectively as DUKE ENERGY’s Property, afford DUKE ENERGY the right, by appropriate legal means, to restrict any use of the said right-of-way corridors which is inconsistent with the safe and efficient construction, reconstruction, operation or maintenance of DUKE ENERGY’s existing or future facilities therein; and WHEREAS, APPLICANT desires to occupy and utilize a portion of said lands for the purposes of constructing and utilizing a multi-use trail as shown in the plans attached as Exhibit “A” (sometimes referred to herein as “APPLICANT’s Utilization”) which utilization shall not interfere with DUKE ENERGY’s continued operation and maintenance of DUKE ENERGY’s current and future high voltage electric transmission and distribution lines and related facilities located thereon; and WHEREAS, this AGREEMENT is for the purpose of recognizing the APPLICANT’s Utilization of DUKE ENERGY'S Easements as a multi-use trail for the public, and to provide for cooperation and access during the construction, use and maintenance of said trail; and 18th January 2 City of Carmel - Trail Encroachment 5.12.2022 WHEREAS, DUKE ENERGY is willing to grant to APPLICANT the desired occupancy and utilization, subject to certain terms and conditions. NOW, THEREFORE, for and in consideration of the benefits herein provided, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: The above recitals are incorporated herein as if set forth herein. A. DUKE ENERGY hereby authorizes APPLICANT to construct, operate and maintain that portion of a twelve (12') foot wide multi-use trail (the “Trail”) which lies over a portion of that certain tract, piece, parcel or lot of land being more particularly shown as “Total Encroaching Area = 0.18 acre,” on a plat entitled “CITY CENTER MONON GREENWAY IMPROVEMENTS,” dated July 20, 2021 (the “Plat”). The Plat is attached hereto as Exhibit “A” and incorporated herein by reference, which has been reviewed and approved by DUKE ENERGY. For purposes of this Agreement the term Trail shall also be deemed to mean the Multi Use Paths or Shared Use Paths as defined by AASHTO (American Association of State Highway and Transportation Officials). B. Compliance with said location as shown on Exhibit “A” and the conditions specified on “Duke Energy – Use Guidelines for Encroachments Involving Transmission Easements,” a copy of which is attached hereto as Exhibit “B,” and incorporated herein by this reference, is necessary and essential to render the APPLICANT’s Utilization of DUKE ENERGY’s Property consistent with DUKE ENERGY’s continued operation and maintenance needs of DUKE ENERGY’s high voltage electric transmission and distribution lines and related facilities located thereon. Any breach of the of the requirements and conditions in Exhibit “B” shall permit DUKE ENERGY to be able to shut the Trail down without liability to APPLICANT until the condition or requirement is remedied to comply with Exhibit “B.” APPLICANT acknowledges that DUKE ENERGY may change its guidelines/restrictions from time to time and APPLICANT agrees that it shall be required to comply with the then-current guidelines/restrictions. C. All of APPLICANT’s Activities, operations, and equipment used within the Trail beneath or in proximity to any of DUKE ENERGY’S facilities shall at all times be in strict compliance with the applicable provisions of the National Electrical Safety Code, the Occupational Safety and Health Administration, and all Federal, State and Local Requirements. D. The Trail shall be for the benefit of public use and enjoyment. E. The APPLICANT hereby agrees to so notify any of the APPLICANT’s employees, agents, contractors, representatives, or other persons constructing or maintaining the Trail and further agrees to post notices along the Trail to notify the Public and all persons engaging in APPLICANT’s activities within said DUKE ENERGY's Property, that extreme caution is necessary around all of DUKE ENERGY’s electrical facilities, supporting structures, 3 City of Carmel - Trail Encroachment 5.12.2022 anchor guys or related appurtenances, and in the event of any damages or injuries, the APPLICANT shall immediately report the nature and extent thereof to DUKE ENERGY’s nearest local office. APPLICANT agrees to put up signs along that portion of the Trail within DUKE ENERGY’s Property stating “That the Trail is owned and maintained by the APPLICANT”. The sign shall provide APPLICANT’s current phone number to call for maintenance concerns or emergencies. F. The Trail must not exceed a total of twelve (12') feet in width, regardless of the surface construction material. G. A minimum separation of twenty-five (25') feet is required between the Trail or shoulder or associated grading and any DUKE ENERGY above-ground electrical support structures or related facility. This includes, but is not limited to, poles, towers, guy anchor(s), equipment, etc. H. [INTENTIONALLY DELETED]. I. The APPLICANT shall be responsible for safety and liability associated with the construction, operation, maintenance and use of the Trail. J. Bollards shall be installed by APPLICANT at its sole cost and expense per DUKE ENERGY specifications, with DUKE ENERGY locks so as to prevent vehicular traffic, where the closest trail heads in proximity to the Trail connect with roads/streets and at other location(s), if any, reasonably identified as safety concerns by Duke Energy. K. DUKE ENERGY may require reinforcement of the Trail at specified access points along the corridor for DUKE ENERGY heavy equipment crossings. These Trail reinforcement areas shall consist of a twenty (20') foot long, twelve (12') foot wide paved area capable of supporting 80,000 lbs. with pavement markings indicating “heavy equipment crossing”. L. Culverts shall be installed where the Trail cross creeks, ditches, etc. These culverts shall be capable of supporting 80,000 lbs., and shall be a minimum of twenty (20') feet wide. Signage must indicate the maximum load of the crossing at culvert approach. M. Other than DUKE ENERGY's facilities, and those approved and shown on the construction plans for the Trail within DUKE ENERGY’s Property, no structures including, but not limited to, lights, signs (except for the notices and signage required to be posted under Paragraphs “E” and “L” above), benches, exercise equipment, irrigation systems, overhead wires, poles, light standards, dumpsters, trees, buildings, obstacles or other facilities shall be located, constructed or installed within DUKE ENERGY's Property. 4 City of Carmel - Trail Encroachment 5.12.2022 N. Planting of vegetation shall adhere to the guidelines/restrictions in Exhibit “B.” There shall be no planting of any new vegetation on or along the Trail without DUKE ENERGY’S prior written consent. O. DUKE ENERGY reserves the right to close, without notice, all or a portion of the Trail located within DUKE ENERGY’S Property, for any length of time, for construction, maintenance or emergency line operations. P. DUKE ENERGY will not be held responsible for any damages to the Trail due to DUKE ENERGY’s operations or for any liability based on the use of the Trail. DUKE ENERGY shall not be liable for any damages to the APPLICANT’s utilization or operation of the Trail whatsoever resulting from DUKE ENERGY’s continued use and occupancy of DUKE ENERGY’s Property with the understanding that DUKE ENERGY shall not willfully cause damage to or unreasonably interfere with the APPLICANT’s Utilization. DUKE ENERGY agrees to notify the APPLICANT immediately if it inadvertently damages any of the Trail or APPLICANT’S property while maintaining DUKE ENERGY’s infrastructure, and further agrees to take steps to temporarily ensure that said damaged area is properly identified and secured from public access. However, APPLICANT agrees that it will repair, at its sole costs, any damage that DUKE ENERGY may cause to the Trail during DUKE ENERGY’s construction, operation and maintenance of its facilities. Q. APPLICANT acknowledges that its use of the Trail and/or DUKE ENERGY’s Property shall be at APPLICANT’s sole risk and expense. DUKE ENERGY shall in no way be liable to APPLICANT or any third party for any costs, expenses, losses, damages, or liabilities incurred by APPLICANT or any third party in its use of DUKE ENERGY’s Property. APPLICANT shall indemnify to the extent permitted by law and hold DUKE ENERGY harmless from and against any and all costs, expenses, losses, damage, destruction, and liabilities incurred by DUKE ENERGY relating, directly or indirectly, to use of the Trail or DUKE ENERGY’s Property. R. As a safeguard in respect to Paragraph “Q” above, APPLICANT will carry, and will cause all of its contractors to carry, policies of insurance acceptable to DUKE ENERGY with respect to General Liability insuring against all risks to all persons or entities which may sustain property damage or personal injury as a result of the combined acts and omissions of the APPLICANT or DUKE ENERGY, which may be related in any way to APPLICANT’s use of the Trail or DUKE ENERGY’s Property, with Bodily Injury limits not less than $2,000,000 each person and $5,000,000 each occurrence and with Property Damage limits not less than $500,000 each occurrence and $1,000,000 aggregate. DUKE ENERGY shall be named as an additional insured on such insurance policies. APPLICANT will have the insurance policies mentioned endorsed by their insurance carrier to provide blanket contractual coverage expressly with respect to Paragraph “Q” above, to the full limits of and for the liabilities insured under said policies. Prior to commencing initial construction activities within the right-of-way and/or easement, APPLICANT will furnish DUKE ENERGY with a fully completed certificate of insurance, 5 City of Carmel - Trail Encroachment 5.12.2022 in duplicate, evidencing insurance coverage of the liability assumed under said Paragraph “Q”. S. [INTENTIONALLY DELETED]. T. All other Duke Energy Electric transmission right-of-way restrictions/guidelines shall apply to the installation of Trail. U. APPLICANT shall adhere to applicable regulatory provisions regarding clearances between ground level and electric conductors. DUKE ENERGY’s Property contains high voltage power lines. Extreme caution must be used when working within the Trail and within DUKE ENERGY’s Property. V. The area within DUKE ENERGY’s Property which is disturbed by the APPLICANT’s Utilization, shall be restored by the APPLICANT to a condition at least as good as that which existed prior to construction. W. A DUKE ENERGY approved Inspector will be assigned to verify that construction of the Trail within DUKE ENERGY’s right-of-way and/or easement is in compliance with the terms and conditions of this Agreement and constructed as shown on Exhibit “A”. All costs of DUKE ENERGY's Inspector are to be paid by the APPLICANT. DUKE ENERGY's Inspector shall be notified fourteen (14) days prior to the commencement of construction within DUKE ENERGY's right-of-way and/or easement. The APPLICANT’s Construction Manager (or designated representative) will make reports to DUKE ENERGY's Inspector regarding any damages to DUKE ENERGY's Property, private property or other public facilities. APPLICANT agrees to pay all expenses incurred in connection with the repair of such damages. X. APPLICANT shall be responsible for clean-up of any and all hazardous material spills resulting from the APPLICANT’s Utilization which may occur within DUKE ENERGY’s Property. If a hazardous material spill occurs, the APPLICANT shall immediately report the nature and extent of the spill to DUKE ENERGY’s nearest local office. Y. APPLICANT shall be responsible for maintaining the Trail in a condition compatible with the surrounding area. Z. APPLICANT agrees that no burning, refueling or stockpiling of dirt or other materials are allowed within DUKE ENERGY’s Property. AA. APPLICANT agrees to furnish DUKE ENERGY’s Asset Protection Specialist with a set of as-built drawings of the APPLICANT’s utilization area within thirty (30) days of completion of construction, noting the location of the APPLICANT’s improvements within DUKE ENERGY’s Property and DUKE ENERGY’s nearest structures. 6 City of Carmel - Trail Encroachment 5.12.2022 BB. DUKE ENERGY does not guarantee that APPLICANT’s utilization will be completely compatible with the safe and efficient operation and maintenance of DUKE ENERGY’s existing and future high voltage electric transmission and distribution lines within DUKE ENERGY’s right-of-way and/or easement. In the event that APPLICANT’s utilization interferes with DUKE ENERGY’s present or future use of the subject real Property, APPLICANT agrees to relocate or adjust the Trail at APPLICANT’s sole cost and expense. APPLICANT further agrees to reimburse DUKE ENERGY for all expenses associated with the relocation of any existing DUKE ENERGY facilities necessitated by APPLICANT’s utilization. CC. DUKE ENERGY’s Asset Protection Specialist (currently Ryan Daugherty) shall be notified by APPLICANT at least fourteen (14) days prior to APPLICANT’s commencement of initial construction activities within DUKE ENERGY’s Property. DD. APPLICANT and DUKE ENERGY agree that if construction does not commence within eighteen (18) months of the date of this Trail Agreement, the Trail Agreement will become null and void. EE. This Agreement shall not be assigned or transferred, in whole or in part, by APPLICANT without the express written consent of DUKE ENERGY. FF. This AGREEMENT shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. (Remainder of page intentionally blank. Signature pages follow.) 7 City of Carmel - Trail Encroachment 5.12.2022 IN WITNESS WHEREOF, Duke Energy has caused this TRAIL AGREEMENT to be executed by its duly authorized representative as of the day and year first above written. GRANTOR: DUKE ENERGY INDIANA, LLC an Indiana limited liability company By: _____________________________ Name: Timothy D. Wiley Title: Manager, Land Services I STATE OF __________________ ) ) ss: COUNTY OF _____________________ ) This certificate relates to an acknowledgment in connection with which, no oath or affirmation was administered to the document signer. The foregoing instrument was acknowledged before me, a notary public in the county and state written above this _______ day of ______________________, 2023 by TIMOTHY D. WILEY, as Manager, Land Services I of DUKE ENERGY INDIANA, LLC, a limited liability company organized under the laws of Indiana, on behalf of such company. WITNESS my hand and official seal dated ____________ _______, 2023. SEAL: Signed: Printed or Typed Name: Commission Expires: 8 City of Carmel - Trail Encroachment 5.12.2022 IN WITNESS WHEREOF, Applicant has caused this TRAIL AGREEMENT to be executed by its duly authorized representative(s) as of the day and year first above written. APPLICANT: CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety By: _____________________________ Name: __________________________ Title: ___________________________ By: _____________________________ Name: __________________________ Title: ___________________________ By: _____________________________ Name: __________________________ Title: ___________________________ ATTEST: By: ____________________ _______________________ (Printed Name) Its:____________________ 9 City of Carmel - Trail Encroachment 5.12.2022 STATE OF __________________ ) ) ss: COUNTY OF _____________________ ) This certificate relates to an acknowledgment in connection with which, no oath or affirmation was administered to the document signer. The foregoing instrument was acknowledged before me, a notary public in the county and state written above this _______ day of ______________________, 2023 by_____________________________, _____________________________, and _____________________________, as the Members of the Board of Public Works and Safety and ______________________, as the Clerk of the City of Carmel, Indiana, on behalf of the CITY OF CARMEL, INDIANA. WITNESS my hand and official seal dated ____________ _______, 2023. SEAL: Signed: Printed or Typed Name: Commission Expires: My County of Residence: My Commission Number: _______________________ This Instrument Prepared by Victoria J. Parker, Attorney-at-Law, 1000 E. Main St., Plainfield, IN 46168. I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. Ryan Daugherty JA:'vlF.S BRAINARD, MAYOR January 9, 2023 Board of Public Works and Safety One Civic Square Carmel, Indiana 46032 RE: CURB CUT REQUEST - 14589 AUTUMN WOOD DRIVE Dear Board Members: The property owner at 14589 Autumn Wood Drive has requested approval of an additional curb cut at the private residence. The proposed additional curb cut will create a circular driveway and provide access to the front door of the home (Exhibit attached). The Department of Engineering recommends that the Board approve the requested additional curb cut contingent upon satisfaction of the following requirements: •In constructing the entrance, the petitioner's contractor shall comply with the provisions of Carmel City Code 6-227(a)(l), 6-227(a)(8), 6-227(b). •The portion of the proposed entrance within the right-of-way is constructed of concrete pursuant to Carmel City Code 6-227(h)(6). The driveway shall meet the requirements of City of Carmel Standard drawing 10-218 (Residential Driveway) •Apron within right-of-way shall not exceed maximum width indicated on the City Standard Detail. •The aprons within the right-of-way shall be 6" minimum thickness concrete. •Roadside drainage must be maintained across the proposed entrance pursuant to Carmel City Code 6-227(h)(9). •Any damage to the existing improvements within the right-of-way shall be restored to the satisfaction of the City when the work is complete. •Public Streets shall always be kept clean of dirt and debris. Sincerely, Jerem City Engineer DEP,\11n1E�T or E:-;,;1,Ern1v; 0'lE Orn: SQI ·,1lll'. C.,H�IEI.. 1:--i �60.�2 01T1cF 317. 571.2+1 I FAX j 17. -:;-I .2 1.W E\l,\ll 1,:l1!!L1ll.."I.Tingfl'�·.1rmd.in.g.<)\' City of Carmel Board of Public Works Attn: Caleb Warner One Civic Square Carmel, IN 46032 Re: 2915 E Smoky Row Carmel, IN 46032 Waiver Request To the Board of Public Works, December 23, 2022 Michael and Dubonnet Dransfield 1051 Arrowwood Drive Carmel, IN 46033 On November 3, 2022, we purchased the property at 2915 E Smoky Row which contains a one level home consisting of@ 930 Square feet and a 3 car attached garage located on@ .93 acres of land (tax ID 291030000010000018) whereby the home is in an AE Flood zone. We purchased the home with designs to renovate and possibly make the home our permanent residence. We believe the renovation and enhancement of this home will be best suited by adding an addition that balances the size of the current 3 car garage. The home is adjacent to the Carmel High School drive and directly across from the Carmel Football facilities and is badly in need of repair. Not only will the repairs and addition allow us to live in the home, but it will also be improving the appearance of this high traffic, high visibility area near the high school. A Flood Elevation Survey with Stoeppelwerth & Associates was completed on our behalf and determined that the BFE is 798.0 feet, and the first finished floor of our home is at 798.9 feet and above FFE. The lowest adjacent grade is at 795.8 feet and the garage floor is at 796.7 feet, both below FFE (included with letter). We are petitioning for a waiver request to citation code (6-198 Floodplain Management) which states "Filling of the land in the floodplain of a regulated drain or any natural stream or watercourse, that has a contributing drainage area of 25 acres or more, located within the City of Carmel is prohibited." We are Page 1 of 2 Rev. 12/22 AMENDMENT Re: Agreement Number VWL2-005 This is an Amendment to the Funding Agreement (the “Agreement”) entered into by and between the Indiana Department of Environmental Management (the “State”) and the City of Carmel, Indiana (the “Grantee”) approved by the last State signatory on March 22, 2021. In consideration of the mutual undertakings and covenants hereinafter set forth, the parties agree as follows: 1. The Agreement is hereby extended for an additional period of six (6) months. It shall terminate on June 30, 2023. 2. The consideration during this extension period is at no cost. Total remuneration under the Agreement is not to exceed $18,000. All matters set forth in the original Agreement and not affected by this Amendment shall remain in full force and effect. THE REST OF THIS PAGE IS LEFT BLANK INTENTIONALLY. Page 2 of 2 Rev. 12/22 Non-Collusion and Acceptance The undersigned attests, subject to the penalties for perjury, that the undersigned is the Grantee, or that the undersigned is the properly authorized representative, agent, member or officer of the Grantee. Further, to the undersigned’s knowledge, neither the undersigned nor any other member, employee, representative, agent or officer of the Grantee, directly or indirectly, has entered into or been offered any sum of money or other consideration for the execution of this Amendment other than that which appears upon the face hereof. Furthermore, if the undersigned has knowledge that a state officer, employee, or special state appointee, as those terms are defined in IC § 4-2-6-1, has a financial interest in the Amendment, the Grantee attests to compliance with the disclosure requirements in IC § 4-2-6-10.5. Agreement to Use Electronic Signatures In Witness Whereof, the Grantee and the State have, through their duly authorized representatives, entered into this Amendment. The parties, having read and understood the foregoing terms of this Amendment, do by their respective signatures dated below agree to the terms thereof. [Grantee] [IDEM] By: _________________________________ By: _______________________________ ____________________________________ ____________________________________ Name and Title, Printed Name and Title, Printed Date: _____________________________ Date: ___________________________ THE REST OF THIS PAGE IS LEFT BLANK INTENTIONALLY. Approved and Adopted this day of , 20 . 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: 18th January 23