Horton Plaza Theatres FOUNDATION
Transcription
Horton Plaza Theatres FOUNDATION
Horton Plaza Theatres FOUNDATION Nurturing Arts and Culture AGENDA HORTON PLAZA THEATRES FOUNDATION Board of Directors Meeting Tuesday, July 7, 2015, 3:00 pm 225 Broadway #1900, Conference Room, San Diego, CA 92101 1. Roll Call 2. Non-Agenda Public Comment Pursuant to the Brown Act, no discussion or action, other than a referral, shall be taken by the Board on any issue brought forth under the “Non-Agenda Public Comment.” 3. Civic San Diego Report 4. Executive Director Report CONSENT AGENDA Items on the consent agenda will be considered as one motion without discussion, unless an item is requested to be removed, in which case the item will be placed for consideration on the regular agenda. 5. Horton Plaza Theatres Foundation’s May 5, 2015 Annual Board of Directors Meeting Minutes 6. Horton Plaza Theatres Foundation’s Unaudited Financial Statements as of April 30, 2015 and May 31, 2015 7. San Diego Repertory Theatre’s Unaudited Financial Statements as of April 30, 2015 REGULAR AGENDA 8. First Amendment to FY16 Horton Plaza Theatres Foundation Budget 9. Election of Treasurer for Horton Plaza Theatres Foundation 10. Fiscal Year 2016-2020 HVAC Maintenance Agreement 11. San Diego Repertory Theatre’s Annual Schedule of Ticket, Concessions, and of License Fees 12. San Diego Repertory Theatre’s Annual Schedule of Presentations Horton Plaza Theatres Foundation • P.O. Box 124734 • San Diego CA 92112 • 619.238.8388 • HPTF.us Horton Plaza Theatres Foundation Board of Directors Meeting of July 7, 2015 Page 2 of 2 INFORMATION ITEMS 13. Update on Ad Hoc Committees – License Fee, Lyceum Schedule of Presentations, and Production Assistance Fund 14. Production Assistance Fund for FY16 First Quarter VERBAL UPDATES 15. Board Member Comment 16. President’s Report 17. Westfield Report 18. San Diego Repertory Theatre Report URGENT NON-AGENDA ITEMS ADJOURNMENT This information is available in alternative formats upon request. To request an agenda in Braille, large print or cassette or to request a sign language or oral interpreter for the meeting, contact Sandra L. Simmons at 619-238-8388 prior to the meeting to ensure availability. The entire Board packet, which includes the individual staff reports and recommendations on each item, is available by contacting Sandra L. Simmons at 619-238-8388. Horton Plaza Theatres Foundation • P.O. Box 124734 • San Diego CA 92112 • 619.238.8388 • HPTF.us Horton Plaza Theatres FOUNDATION Nurturing Arts and Culture DATE ISSUED: June 30, 2015 ATTENTION: Horton Plaza Theatres Foundation Board Meeting of July 7, 2015 SUBJECT: Executive Director Report ITEM #4 REQUESTED ACTION: No action required (informational only) The following are the noteworthy activities since the last Executive Director’s Report on April 28, 2015. • • • • • • • • Weekly site visits Accepted the Resignation of Director Strack Received $8,220 FY13-FY15 license fee from San Diego Repertory Theatre Inventory FY15 Purchased equipment: Amp 8-channel, Muslin Cyc, three Shure UR2 SM58 wireless mics, two large trash receptacles, one ladder, and repaired three Tempest Belt Packs HPTF Funding for FY16 has been transferred to the City’s Commission for Arts and Culture Department Published RFP for HVAC annual maintenance; held pre-bid meeting; selected Paradigm Mechanical HPTF was served a Summons on Civil Complaint for Damages Deborah Wagner v. City of San Diego, San Diego Repertory Theatre Inc., Westfield LLC, Westfield Horton Plaza et al Facilities Oversight • • • • • • • Initiated emergency repair of chill/hot water lines from AH-5/AC-5; obtained Civic San Diego’s authorization for ROPS funding Published RFP for HVAC control and building management system upgrades and contracted with Paradigm Mechanical to perform upgrades; invoiced Civic for reimbursement Repaired one flush valve in women’s restroom Repaired chill water motor and pump Replaced hot water boiler sensor Annual preventative maintenance of HVAC Monthly maintenance service on freight elevator Horton Plaza Theatres FOUNDATION Nurturing Arts and Culture ITEM #5 HORTON PLAZA THEATRES FOUNDATION MINUTES OF THE ANNUAL BOARD MEETING Tuesday, May 5, 2015 CALL TO ORDER TIME: 3:10 p.m. by President Suzanne Varco in the Westfield Horton Plaza Management Office, Horton Plaza, Conference Room, San Diego CA Item #1: Roll Call Board Members Present: President Suzanne Varco, Vice President Pamela Hamilton Lester, Secretary Kathi Diamant, Treasurer Karen Strack, Director Marisa Peterson, Director Susan Diekman, Director Gina Jackson (arrived 3:14 p.m., left 4:40 p.m.) Excused: Director Kimberly Brewer and Director Nicholas Valerio Executive Director: Sandra L. Simmons Guests: Bob Sutherlin - Civic San Diego; Sam Woodhouse, Larry Alldredge, Dawn Moore, Matt Garber - San Diego Repertory Theatre Item #2: Non-Agenda Public Comment None Item #3: Civic San Diego Report Mr. Sutherlin reported the final BID renovation package was submitted to the City for their publication. Sutherlin brought the carpet and tile samples selected for use in the renovation. The carpet selected for the underground stage will be revisited at an upcoming meeting. Item #4: Executive Director Report Ms. Simmons reported on noteworthy activities from the last Executive Director’s Report dated April 7, 2015. Horton Plaza Theatres Foundation • P.O. Box 124734 • San Diego CA 92112 • 619.238.8388 • HPTF.us Horton Plaza Theatres Foundation Minutes of Board of Directors Annual Meeting of May 5, 2015 Page 2 of 4 CONSENT AGENDA Motion: Vice President Hamilton Lester moved and Secretary Diamant seconded the motion to approve the Consent Agenda: • Item #5: Horton Plaza Theatres Foundation’s May 19, 2014 Annual Board of Directors Meeting Minutes • Item #6: Horton Plaza Theatres Foundation’s April 7, 2015 Board of Director Meeting Minutes • Item #7: Horton Plaza Theatres Foundation’s Unaudited Statement of Financial Position, Statement of Activities, Budget to Actual as of March 31, 2015 • Item #8: San Diego Repertory Theatre’s Unaudited Statement of Financial Position and Statement of Activities as of March 31, 2015 Vote: Varco, Hamilton Lester, Diamant, Strack, Peterson, Diekman, Jackson voted “Aye.” Vice President Hamilton Lester, Director Peterson, Director Diekman, Director Jackson abstained on Item #5. Treasurer Strack abstained on Item #6. The motion passed. REGULAR AGENDA Item #9: Approval of Budget Amendment to Fiscal Year 2015 Ms. Simmons presented the item. Motion: Director Diekman moved and Director Peterson seconded the motion to approve an amendment to the Fiscal Year 2015 Budget to align with the year-end expenditures and authorizes Executive Director to purchase replacement equipment with unspent funds in the Facility line item. Vote: Varco, Hamilton Lester, Diamant, Strack, Peterson, Diekman, Jackson voted “Aye.” The motion passed. Item #10: Fiscal Year 2015 and Fiscal Year 2016 Lyceum Theatre Marketing Plan Ms. Simmons presented the item. Simmons noted an error in the staff report. The marketing plan due no later than September 2016 will be for FY17 should read, “The Plan due no later than September 30, 2015 will be for FY17….” Mr. Woodhouse believes the marketing plan submitted by the San Diego Repertory Theatre incorporates measurable goals and objectives. Motion: Treasurer Strack moved and Director Peterson seconded the motion to approve the Lyceum Theatre Marketing Plan for Fiscal Year 2015 and Fiscal Year 2016. Horton Plaza Theatres Foundation • P.O. Box 124734 • San Diego CA 92112 • 619.238.8388 • HPTF.us Horton Plaza Theatres Foundation Minutes of Board of Directors Annual Meeting of May 5, 2015 Page 3 of 4 Vote: Varco, Hamilton Lester, Diamant, Strack, Peterson, Diekman, Jackson voted “Aye.” The motion passed. Item #11: Approval of Annual Schedule of Co-Production and Equipment Rental Fee for Fiscal Year 2015 and 2016 Ms. Simmons presented the item. Motion: Vice President Hamilton moved and Director Diekman seconded the motion to approve the Revised Annual Schedule of Co-Production and Equipment Rental Fee for Fiscal Year 2015 and the Annual Schedule of Co-Production and Equipment Rental Fee for Fiscal Year 2016 with the understanding the fee schedule is based on the non-renovated space and will be reviewed once the theatre is renovated. Vote: Varco, Hamilton Lester, Diamant, Strack, Peterson, Diekman, Jackson voted “Aye.” The motion passed. Item #12: Annual Election of Officers for Horton Plaza Theatres Foundation Ms. Simmons presented the item. Motion: Director Peterson moved and Director Jackson seconded the motion to approve elect Suzanne Varco, President; Pamela Hamilton Lester, Vice President; Kathi Diamant, Secretary; and Karen Strack, Treasurer for the Fiscal Year 2016. Vote: Varco, Hamilton Lester, Diamant, Strack, Peterson, Diekman, Jackson voted “Aye.” The motion passed. Item #13: Appointment of Corporate Committees and Committee Chairs for Fiscal Year 2016 Ms. Simmons presented the item. Motion: Vice President Lester Hamilton moved and Secretary Diamant seconded the motion to appoint committees and respective chairs for Fiscal Year 2016. Executive: Suzanne Varco Finance: Karen Strack Marketing: Marisa Peterson CIP: Susan Diekman Vote: Varco, Hamilton Lester, Diamant, Strack, Peterson, Diekman, Jackson voted “Aye.” The motion passed. Item #14: Acceptance of Board of Directors Calendar for Fiscal Year 2016 Ms. Simmons presented the item. Motion: Vice President Lester Hamilton moved and Director Jackson seconded the motion to accept the Fiscal Year 2016 Board of Directors Calendar. Horton Plaza Theatres Foundation • P.O. Box 124734 • San Diego CA 92112 • 619.238.8388 • HPTF.us Horton Plaza Theatres Foundation Minutes of Board of Directors Annual Meeting of May 5, 2015 Page 4 of 4 FY16 Board of Director Calendar of Meetings: *Board of Director Meetings July 7, 2015* August 4, 2015 September 8, 2015* October 6, 2015 November 10, 2015* December 1, 2015 January 5, 2016 February 9, 2016* March 1, 2016 April 5, 2016* May 3, 2016* – Annual Meeting June 7, 2016 Vote: Varco, Hamilton Lester, Diamant, Strack, Peterson, Diekman, Jackson voted “Aye.” The motion passed. INFORMATION ITEMS Item #15: REP FY15 3rd Quarterly Report ending March 31, 2015 Ms. Simmons presented the informational item. No action taken by the Board. Item #16: Update from Ad Hoc Committee Vice President/Ad Hoc Committee Chair Hamilton Lester reported the Committee has met with the San Diego Repertory Theatre representatives on four occasions to arrive at a mutual understanding on issues relating to the schedule of presentations, license fees, and production assistance fund. The latest letter of understanding was issued on May 4, 2015. Once there is a mutual agreement, the item will be brought to the Board for its approval. VERBAL UPDATES Item #17: Board Member Comment None Item#18: President’s Report None Item #19: Westfield Report Treasurer Strack reported construction of Horton Plaza Park is on schedule. The structures will be turned over in six weeks to the tenants for improvements. Once the Park is completed, the City will transfer the land to Westfield. Item #20: San Diego Repertory Theatre Report Mr. Woodhouse reported the REP anticipates 586 events, with an attendance of approximately 80,487 for FY15. Woodhouse reported the theatre has been rented 87% this year. On April 16, the Lyceum Theatre was host to many events and productions. URGENT NON-AGENDA ITEMS – None ADJOURNMENT: 4:50 p.m. Horton Plaza Theatres Foundation • P.O. Box 124734 • San Diego CA 92112 • 619.238.8388 • HPTF.us THIS PAGE IS INTENTIONALLY BLANK Horton Plaza Theatres Foundation Statement of Financial Position As of April 30, 2015 Assets Cash Receivable - Current Prepaid Expenses - Elevators & Property Taxes Furniture & Equipment $ Accumulated Depreciation -$ Net Fixed Assets Total Assets Liabilities Accounts Payable Credit Card Payroll Liability - Health Insurance Accrued Expenses Total Liabilities Net Assets Unrestricted Total Net Assets $ 297,395 $ 2,495 $ 5,408 $ 305,299 $ $ 882 254 $ 1,136 $ 304,163 $ 305,299 169,049 163,641 Attachment A Horton Plaza Theatres Foundation Statement of Activities From July 1, 2014 to April 30, 2015 Sources of Funds Advance from City of San Diego Interest Income License Fee Income Total Sources of Funds $ $ $ $ 435,000 206 435,206 $ $ $ $ $ $ $ $ $ $ $ $ 34,896 14,188 26,718 698 2,196 7,903 63,527 180,000 55,488 910 386,523 $ 48,682 Expenses Insurance Property Taxes Facility Rent Office Supply Expense Legal/Audit/Administrative Expenses Administration Contract Management Services Production Assistance Fund Marketing Depreciation Total Expenses Change in Net Assets Attachment B Horton Plaza Theatres Foundation Budget to Actual Variance Analysis July 1, 2014 to April 30, 2015 Approved FY15 Budget Approved FY15 1st Amended Budget Actual YTD as of 4/30/15 Sources of Funding Advance from City of San Diego Interest Income Westfield Contribution License Fee Income $ $ $ $ 435,000 25,000 - $ $ $ $ 435,000 5,000 - $ $ 435,000 206 $ Total Sources of Funding $ 460,000 $ 440,000 $ $ $ $ $ $ $ $ $ $ 43,000 16,000 40,000 1,000 5,000 21,000 80,000 180,000 70,000 4,000 $ $ $ $ $ $ $ $ $ $ $ 460,000 $ Expenses: Insurance Property Taxes Facilities Expense Rent Office Supply Expense Legal/Audit/Administrative Expenses Administration Contract Management Services Production Assistance Fund Marketing Total Expenses Sources of Funding less Expenses $ - $ Remaining Budget Fav/(Unfav) - $ -$ $ $ 206 5,000 - $ 435,206 $ 4,794 34,900 16,800 45,540 850 2,500 8,500 80,000 180,000 70,000 910 $ $ $ $ $ $ $ $ $ $ 34,896 14,188 26,718 698 2,196 7,903 63,527 180,000 55,488 910 $ $ $ $ $ $ $ $ $ $ 4 2,612 18,822 152 304 597 16,473 14,513 - 440,000 $ 386,523 $ 53,477 $ 48,682 $ (48,683) - Budget to Actual Fav/(Unfav) 0% 100% 100% 0% 0% 16% 41% 18% 12% 7% 21% 0% 21% 0% Attachment C Horton Plaza Theatres Foundation Statement of Financial Position As of May 31, 2015 Assets Cash Receivable - Current Prepaid Expenses - Elevators & Property Taxes Furniture & Equipment $ Accumulated Depreciation -$ Net Fixed Assets Total Assets Liabilities Accounts Payable Credit Card Payroll Liability - Health Insurance Accrued Expenses Total Liabilities Net Assets Unrestricted Total Net Assets $ 295,270 $ 2,095 $ 5,408 $ 302,773 $ $ 438 254 $ 692 $ 302,082 $ 302,773 169,049 163,641 Attachment D Horton Plaza Theatres Foundation Statement of Activities From July 1, 2014 to May 31, 2015 Sources of Funds Advance from City of San Diego Interest Income License Fee Income Total Sources of Funds $ $ $ $ 435,000 235 8,220 443,455 $ $ $ $ $ $ $ $ $ $ $ $ 34,896 15,473 29,366 771 2,412 8,103 69,834 180,000 55,488 910 397,253 $ 46,202 Expenses Insurance Property Taxes Facility Rent Office Supply Expense Legal/Audit/Administrative Expenses Administration Contract Management Services Production Assistance Fund Marketing Depreciation Total Expenses Change in Net Assets Attachment E Horton Plaza Theatres Foundation Budget to Actual Variance Analysis July 1, 2014 to May 31, 2015 Approved FY15 Budget Approved FY15 1st Amended Budget Actual YTD as of 5/31/15 Remaining Budget Fav/(Unfav) Sources of Funding Advance from City of San Diego Interest Income Westfield Contribution License Fee Income $ $ $ $ 435,000 25,000 - $ $ $ $ 435,000 5,000 - $ $ $ $ 435,000 235 8,220 $ -$ $ -$ 235 5,000 8,220 Total Sources of Funding $ 460,000 $ 440,000 $ 443,455 -$ 3,455 $ $ $ $ $ $ $ $ $ $ 43,000 16,000 40,000 1,000 5,000 21,000 80,000 180,000 70,000 4,000 $ $ $ $ $ $ $ $ $ $ 34,900 16,800 45,540 850 2,500 8,500 80,000 180,000 70,000 910 $ $ $ $ $ $ $ $ $ $ 34,896 15,473 29,366 771 2,412 8,103 69,834 180,000 55,488 910 $ $ $ $ $ $ $ $ $ $ 4 1,327 16,174 79 88 397 10,166 14,513 - $ 460,000 $ 440,000 $ 397,253 $ 42,747 $ 46,202 $ (46,202) Expenses: Insurance Property Taxes Facilities Expense Rent Office Supply Expense Legal/Audit/Administrative Expenses Administration Contract Management Services Production Assistance Fund Marketing Total Expenses Sources of Funding less Expenses $ - $ - Budget to Actual Fav/(Unfav) 0% 100% 100% 100% 0% 8% 36% 9% 4% 5% 13% 0% 21% 0% Attachment F THIS PAGE IS INTENTIONALLY BLANK 5/6/2015 8:03 AM San Diego Repertory Theatre Statement of Financial Position as of Apr 30, 2015 ASSETS CASH RECEIVABLES PREPAID EXPENSES SECURITY DEPOSITS FURNITURE & FIXTURES ACCUMULATED DEPRECIATION LEASEHOLD IMPROVEMENTS ACCUMULATED AMORTIZATION OTHER ASSETS TOTAL ASSETS 88,270.10 124,546.57 71,354.27 17,605.30 112,308.01 (86,368.60) 95,654.02 (18,261.18) 13,543.39 418,651.88 LIABILITIES AND CAPITAL LIABILITIES ACCOUNTS PAYABLE 62,832.48 ACCRUED EXPENSES PAYABLE 65,256.34 PAYROLL DEDUCTIONS PAYABLE DEFERRED REVENUES ADVANCE RENTAL INCOME NOTES PAYABLE TOTAL LIABILITIES 1,118.39 205,642.00 11,483.00 318,104.00 664,436.21 CAPITAL UNRES NET ASSETS BEGINNING 59,067.58 TEMP REST NET ASSETS BEGINNING 75,569.50 PERM REST NET ASSETS BEGINNING 13,476.62 CHANGE IN UNRESTRICTED NET ASSETS CHANGE IN TEMP REST ASSETS CHANGE IN PERM REST ASSETS UNREST NET ASSETS ENDING TEMP REST NET ASSETS ENDING PERM REST NET ASSETS ENDING TOTAL CAPITAL TOTAL LIABILITIES AND CAPITAL (328,302.03) (65,596.00) (269,234.45) 9,973.50 13,476.62 (245,784.33) 418,651.88 unaudited Attachment A 5/6/2015 San Diego Repertory Theatre 8:08 AM Statement of Activities for period ending Apr 30, 2015 DESCRIPTION REVENUE CURRENT PERIOD YTD ACTUAL ACTUAL BUDGET VARIANCE CONTRIBUTED REVENUE TRUSTEES INDIVIDUALS 143,375.00 14,300.00 18,000.00 (3,700.00) 814,010.16 892,000.00 (77,989.84) CORPORATIONS 1,000.00 6,650.00 20,000.00 (13,350.00) FOUNDATIONS 5,866.00 134,907.93 180,000.00 (45,092.07) 175,000.00 16,541.00 GOVERNMENT - 191,541.00 OTHER - 5,543.62 DONATED SERVICES - 19,000.00 REVENUE RELEASED - RESTRICTED TOTAL CONTRIBUTED REVENUE 150,241.00 121,000.00 5,543.62 (102,000.00) 65,596.00 79,540.00 (13,944.00) 1,251,548.71 1,485,540.00 (233,991.29) EARNED REVENUE SUBSCRIPTIONS SINGLE/GROUPS SALES - 157,567.25 238,200.00 (80,632.75) 325.50 465,975.64 564,300.00 (98,324.36) CONCESSIONS 6,604.18 50,987.45 60,500.00 (9,512.55) FEES/INTEREST 5,254.15 52,529.00 62,000.00 (9,471.00) COPRODUCTION INCOME 84,917.43 2,970.00 THEATRE MANAGEMENT INCOME 20,191.32 - 251,523.03 328,580.00 (77,056.97) 81,947.43 HPTF MANAGEMENT FEE (1,000.00) 45,000.00 180,000.00 181,000.00 MISCELLANEOUS INCOME 250.00 2,952.81 600.00 TOTAL EARNED REVENUE 77,625.15 1,246,452.61 1,438,150.00 (191,697.39) 227,866.15 2,498,001.32 2,923,690.00 (425,688.68) TOTAL REVENUE 2,352.81 EXPENSE LABOR EXPENSE ARTISTIC LABOR 13,269.63 145,328.45 194,420.26 49,091.81 PRODUCTION LABOR 83,764.05 935,040.96 874,598.02 (60,442.94) ADMINISTRATIVE LABOR 14,227.76 193,741.78 213,535.51 19,793.73 MARKETING LABOR 19,336.86 172,365.45 157,229.12 (15,136.33) SUBSCRIPTION LABOR 29,952.89 26,918.89 (3,034.00) DEVELOPMENT LABOR 14,032.79 162,279.59 139,193.53 (23,086.06) HOUSE LABOR 18,087.20 190,686.52 209,337.40 18,650.88 88.00 3,600.00 1,829,483.64 1,818,832.73 FACILITIES LABOR TOTAL LABOR EXPENSE - 162,718.29 3,512.00 (10,650.91) NON LABOR EXPENSE ARTISTIC NON LABOR 689.22 11,752.13 17,910.00 6,157.87 12,317.31 140,045.55 179,899.00 39,853.45 ADMINISTRATIVE NON LABOR 13,932.21 168,248.51 256,859.41 88,610.90 MARKETING NON LABOR 58,536.41 277,918.75 237,133.00 (40,785.75) PRODUCTION NON LABOR SUBSCRIPTION NON LABOR 16,502.04 5,000.00 (11,502.04) DEVELOPMENT NON LABOR 2,707.95 23,926.35 17,950.00 (5,976.35) HOUSE NON LABOR 2,472.89 29,260.15 26,500.00 (2,760.15) 4.39 4.39 27,133.51 329,161.84 354,066.00 24,904.16 TOTAL NON LABOR EXPENSE 117,793.89 996,819.71 1,095,317.41 98,497.70 TOTAL EXPENSE 280,512.18 2,826,303.35 2,914,150.14 87,846.79 NET PROFIT (LOSS) (52,646.03) CALAFIA NON LABOR FACILITIES NON LABOR - (328,302.03) - 9,539.86 (4.39) (337,841.89) Attachment B Horton Plaza Theatres Foundation FY2016 Budget First Amendment Approved FY16 Budget Proposed FY 16 1st Amendment SOURCES OF FUNDING TOT Interest Income License Fee Westfield Unrestricted TOTAL $ $ $ $ $ 435,000 25,000 460,000 $ $ $ $ $ 435,000 25,000 460,000 $ $ $ $ $ 435,000 141 435,141 EXPENSE Insurance Property Taxes Facility Rent Office Expense Legal/Audit/Acct Administration Contract Management Fee Production Assistance Fund Marketing TOTAL EXPENSES $ $ $ $ $ $ $ $ $ $ $ 35,000 20,000 40,000 1,000 4,000 25,000 80,000 180,000 70,000 5,000 460,000 $ -$ 2,500 500 -$ -$ 1,000 1,000 $ - $ $ $ $ $ $ $ $ $ $ $ 37,500 19,500 40,000 1,000 3,000 24,000 80,000 180,000 70,000 5,000 460,000 Attachment A RESOLUTION NO. 2015-3 A RESOLUTION OF THE BOARD OF DIRECTORS OF HORTON PLAZA THEATRES FOUNDATION APPROVING THE ELECTION OF TREASURER FOR FISCAL YEAR 2016 WHEREAS, Horton Plaza Theatres Foundation (“HPTF”) is a nonprofit organization created by the City Council of the City of San Diego in 1983 to oversee the operations and management of the publicly leased Lyceum Theatre (“Theatre”) and to act as the steward of the Theatre; and WHEREAS, on July 1, 2014, HPTF Board of Directors adopted the Amended and Restated Bylaws of Horton Plaza Theatres Foundation; and WHEREAS, Article 6, Section 6.1 of the Amended and Restated Bylaws establishes certain officers of the Corporation; and, WHEREAS, Karen Strack has resigned her position as Director and Treasurer of Horton Plaza Theatres Foundation. NOW, THEREFORE BE IT RESOLVED, that the Board of Directors of Horton Plaza Theatres Foundation, hereby: 1. Elects Susan Diekman as Treasurer. PASSED, APPROVED, AND ADOPTED this 7th day of July, 2015. AYES: NOES: ABSTAIN: ABSENT: _____________________________________ Suzanne Varco, Board President ATTEST: _____________________________ Kathi Diamant, Board Secretary Attachment A Horton Plaza Theatres FOUNDATION Nurturing Arts and Culture ITEM #10 DATE ISSUED: June 30, 2015 ATTENTION: Horton Plaza Theatres Foundation Board Meeting of July 7, 2015 SUBJECT: HVAC Maintenance Agreement for Fiscal Year 2016-2020 REQUESTED ACTION: That Horton Plaza Theatres Foundation (HPTF) Board of Directors approve entering into a HVAC preventative maintenance contract with Paradigm Mechanical Corp. for one year with three optional renewal periods, and authorizes the Executive Director to sign on behalf of HPTF. BACKGROUND: In accordance with Horton Plaza Theatres Foundation Board Policy, Article 4, Section 4.02.A., all purchases of $5,000 or more require at least three written proposals, and shall be approved by the Board in advance. Section 4.02.D. further states: A Request for Proposal (RFP) shall be used to solicit proposals. The current annual contract for preventative maintenance service on the HVAC (heating, ventilating, and air conditioning) at the Lyceum Theatre expired on June 30, 2015. DISCUSSION: An RFP was advertised in the San Diego Transcript on May 21, 2015 to encourage perspective companies who specialize in HVAC preventative maintenance to submit information regarding areas of expertise, qualifications, references, and service rating. This information was used by HPTF to select a contractor to enter into an agreement for HVAC preventative maintenance for a period of one year, with three optional renewal periods. A mandatory pre-site visit was held on May 27, 2015. Blu Heating & Air, ICS, and Paradigm Mechanical attended. Proposals were received from: ICS and Paradigm Mechanical. Blu Heating & Air declined to submit a proposal. Director Nicholas Valerio, Bob Sutherlin from Civic San Diego, and Executive Director Sandra L. Simmons met on June 16, 2015 and selected Paradigm Mechanical based on quality of proposal and the lowest annual fee. Horton Plaza Theatres Foundation • P.O. Box 124734 • San Diego CA 92112 • 619.238.8388 • HPTF.us Horton Plaza Theatres FOUNDATION Nurturing Arts and Culture ITEM #11 DATE ISSUED: June 30, 2015 ATTENTION: Horton Plaza Theatres Foundation Board Meeting of July 7, 2015 SUBJECT: San Diego Repertory Theatre’s Annual Schedule of Ticket, Concessions, and License Fees for Fiscal Year 2016 REQUESTED ACTION: That Horton Plaza Theatres Foundation (HPTF) Board of Directors approve the San Diego Repertory Theatre’s Annual Schedule of Ticket, Concessions, and License Fees for Fiscal Year 2016 (FY16). BACKGROUND: Pursuant to the Amended and Restated Agreement for Management, Operation, and Theatrical Productions Services for the Lyceum Theatre by and between the Horton Plaza Theatres Foundation and the San Diego Repertory Theatre, Inc. (REP) (Agreement), Section V.E., the REP shall have the authority to fix the prices to be charged for tickets to its theatrical presentations and the prices for concession items, including food, beverages, and novelties. In Section V.F. of the Agreement, the REP shall charge License Fees for the use of the Lyceum and for incidental use of personal property for non-theatrical uses. Seventy-Five percent (75%) of License Fee charged to any third party by the REP shall be paid to HPTF within ten business days of receipt. In Section VI.B.2. of the Agreement, the REP shall provide sufficient justification for any proposed increases in the prices of tickets, concessions, and license fees; and any increases in License Fees shall be subject to HPTF’s approval. DISCUSSION: The REP submits for your review and approval the Lyceum Theatre 2015-2016 Ticket Prices. The REP has increased their ticket prices between five (5) and ten (10) percent from the 2014-2015 prices, which is consistent with the market. The REP submits for your review and approval the 2015-2016 Lyceum Theatre Concessions Pricing. Increases in concession prices, which is consistent with the market, are as follows: coffee/tea 50 cents, well spirits $2, and first, second, and third shelf spirits $1. A special spirit drink was added to the offerings. Horton Plaza Theatres Foundation • P.O. Box 124734 • San Diego CA 92112 • 619.238.8388 • HPTF.us Attachment A 2015‐2016 Lyceum Theater Concessions Pricing SALE ITEM Bite sized candy Small Candy Snacks (chips, cookies etc) Beverages bottled water, still & sparkling fountain soda bottled ice tea, gatorade etc domestic beer imported beer wine champagne Coffee / tea Spirits Specials well 1st shelf 2nd shelf 3rd shelf PRICE $0.25 $0.50 $1.00 $2.00 $2.00 $2.00 $3.00 $4.00 $4.00 $4.00 $1.50 $4.00 $6.00 $7.00 $8.00 $9.00 6/17/2015 5:22 PM Attachment B Horton Plaza Theatres FOUNDATION Nurturing Arts and Culture ITEM #12 DATE ISSUED: June 30, 2015 ATTENTION: Horton Plaza Theatres Foundation Board Meeting of July 7, 2015 SUBJECT: San Diego Repertory Theatre’s Annual Schedule of Presentations Fiscal Year 2016, 2017, 2018 REQUESTED ACTION: That Horton Plaza Theatres Foundation (HPTF) Board of Directors accept the San Diego Repertory Theatre’s Annual Schedule of Presentations for Fiscal Year 2016 (FY16), Fiscal Year 2017 (FY17), and Fiscal Year 2018 (FY18); and that the REP continue to offer the Stage Theatre at Space Theatre rates when the Space Theatre is used for a REP production. BACKGROUND: Pursuant to the Amended and Restated Agreement for Management, Operation, and Theatrical Productions Services for the Lyceum Theatre by and between the Horton Plaza Theatres Foundation and the San Diego Repertory Theatre, Inc. (REP), Section VI.B.3., the REP shall submit to HPTF for its review and comment an Annual Schedule of Presentations (Schedule) on or before June 30 of each year. The Schedule shall set forth the various anticipated uses, users, and periods of each such use for both theaters and any other areas of the Lyceum, for that calendar year and the two (2) succeeding years. HPTF shall have no right to approve play selection or performance content by reason of its review of the Schedule; however, HPTF shall have the right to require the REP to ensure that adequate periods of time are made available for use of the Lyceum by other theatrical production users. Any modifications or substitutions to the Schedule shall be promptly submitted to HPTF for review and comment prior to implementation of the modification or substitution. DISCUSSION: The REP submits FY16, FY17, and FY18 Schedules for HPTF’s review and comments. Horton Plaza Theatres Foundation • P.O. Box 124734 • San Diego CA 92112 • 619.238.8388 • HPTF.us 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 Week Begins 6/29/2015 7/6/2015 7/13/2015 7/20/2015 7/27/2015 8/3/2015 8/10/2015 8/17/2015 8/24/2015 8/31/2015 9/7/2015 9/14/2015 9/21/2015 9/28/2015 10/5/2015 10/12/2015 10/19/2015 10/26/2015 11/2/2015 11/9/2015 11/16/2015 11/23/2015 11/30/2015 12/7/2015 12/14/2015 12/21/2015 12/28/2015 1/4/2016 1/11/2016 1/18/2016 1/25/2016 2/1/2016 2/8/2016 2/15/2016 2/22/2016 2/29/2016 3/7/2016 3/14/2016 3/21/2016 3/28/2016 4/4/2016 4/11/2016 4/18/2016 4/25/2016 5/2/2016 5/9/2016 5/16/2016 5/23/2016 5/30/2016 6/6/2016 6/13/2016 6/20/2016 6/27/2016 Subject to Change Week Kuumba Fest REP ‐ Show 5 (24+ Performances) REP ‐ Show 5 REP ‐ Show 5 REP ‐ Show 5 REP ‐ Show 5 REP ‐ Show 5 REP ‐ Show 5 REP ‐ Show 5 REP ‐ Show 3 (24 Performances) REP ‐ Show 3 REP ‐ Show 3 REP ‐ Show 3 REP ‐ Show 3 REP ‐ Show 3 REP ‐ Show 3 Stage Theatre REP ‐ Show 0 (21 Performances) REP ‐ Show 0 REP ‐ Show 0 REP ‐ Show 0 REP ‐ Show 1 (24 Performances) REP ‐ Show 1 REP ‐ Show 1 REP ‐ Show 1 REP ‐ Show 1 REP ‐ Show 1 REP ‐ Show 1 STAGE Maintenance REP ‐ Jewish Arts Festival REP ‐ Jewish Arts Festival REP ‐ Show 6 (24 Performances) REP ‐ Show 6 REP ‐ Show 6 REP ‐ Show 6 REP ‐ Show 6 REP ‐ Show 6 REP ‐ Show 6 SPACE Maintenance REP ‐ Show 4 (24 Performances) REP ‐ Show 4 REP ‐ Show 4 REP ‐ Show 4 REP ‐ Show 4 REP ‐ Show 4 REP ‐ Show 4 Teatro Mascara Magica (TMM) Teatro Mascara Magica (TMM) Teatro Mascara Magica (TMM) REP ‐ Show 2 (24 Performances) REP ‐ Show 2 REP ‐ Show 2 REP ‐ Show 2 REP ‐ Show 2 REP ‐ Show 2 REP ‐ Show 2 Space Theatre California Youth Conservancy (CYC) California Youth Conservancy (CYC) California Youth Conservancy (CYC) SD Fringe Festival SD Fringe Festival TrancenDANCE Lyceum Schedule 2015‐2016 Upper Gallery Lauren LeVieux Lauren LeVieux Lauren LeVieux Lauren LeVieux Lauren LeVieux Lauren LeVieux Kuumba Fest Kuumba Fest IMAC: Ayuntamiento de Tijuana IMAC: Ayuntamiento de Tijuana IMAC: Ayuntamiento de Tijuana IMAC: Ayuntamiento de Tijuana IMAC: Ayuntamiento de Tijuana IMAC: Ayuntamiento de Tijuana Women artists of San Diego Women artists of San Diego Women artists of San Diego Women artists of San Diego Women artists of San Diego Women artists of San Diego Women artists of San Diego Women artists of San Diego San Diego Watercolor Society San Diego Watercolor Society San Diego Watercolor Society San Diego Watercolor Society Lama Lhanang Lama Lhanang Lama Lhanang Lama Lhanang Lama Lhanang Lama Lhanang Lama Lhanang Lama Lhanang Lama Lhanang Lower Gallery Mona Golabeck's Pianist installation Mona Golabeck's Pianist installation Mona Golabeck's Pianist installation Mona Golabeck's Pianist installation Mona Golabeck's Pianist installation Stagehand Gallery Stagehand Gallery Stagehand Gallery Stagehand Gallery Stagehand Gallery Stagehand Gallery Stagehand Gallery AjA Project AjA Project AjA Project AjA Project AjA Project AjA Project Lobby Attachment A 6/15/2015 7:55 PM 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 Week Begins 6/27/2016 7/4/2016 7/11/2016 7/18/2016 7/25/2016 8/1/2016 8/8/2016 8/15/2016 8/22/2016 8/29/2016 9/5/2016 9/12/2016 9/19/2016 9/26/2016 10/3/2016 10/10/2016 10/17/2016 10/24/2016 10/31/2016 11/7/2016 11/14/2016 11/21/2016 11/28/2016 12/5/2016 12/12/2016 12/19/2016 12/26/2016 1/2/2017 1/9/2017 1/16/2017 1/23/2017 1/30/2017 2/6/2017 2/13/2017 2/20/2017 2/27/2017 3/6/2017 3/13/2017 3/20/2017 3/27/2017 4/3/2017 4/10/2017 4/17/2017 4/24/2017 5/1/2017 5/8/2017 5/15/2017 5/22/2017 5/29/2017 6/5/2017 6/12/2017 6/19/2017 6/26/2017 Subject to Change Week Kuumba Fest REP ‐ Show 5 REP ‐ Show 5 REP ‐ Show 5 REP ‐ Show 5 REP ‐ Show 5 REP ‐ Show 5 REP ‐ Show 5 REP ‐ Show 3 REP ‐ Show 3 REP ‐ Show 3 REP ‐ Show 3 REP ‐ Show 3 REP ‐ Show 3 REP ‐ Show 3 REP ‐ Show 1 REP ‐ Show 1 REP ‐ Show 1 REP ‐ Show 1 REP ‐ Show 1 REP ‐ Show 1 REP ‐ Show 1 STAGE Maintenance Stage Theatre REP ‐ Jewish Arts Festival REP ‐ Jewish Arts Festival REP ‐ Show 6 REP ‐ Show 6 REP ‐ Show 6 REP ‐ Show 6 REP ‐ Show 6 REP ‐ Show 6 REP ‐ Show 6 SPACE Maintenance REP ‐ Show 4 REP ‐ Show 4 REP ‐ Show 4 REP ‐ Show 4 REP ‐ Show 4 REP ‐ Show 4 REP ‐ Show 4 REP ‐ Show 2 REP ‐ Show 2 REP ‐ Show 2 REP ‐ Show 2 REP ‐ Show 2 REP ‐ Show 2 REP ‐ Show 2 Space Theatre Lyceum Schedule 2016‐2017 Upper Gallery Lower Gallery Lobby Attachment B 6/10/2015 10:57 AM 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 Week Begins 6/25/2017 7/2/2017 7/9/2017 7/16/2017 7/23/2017 7/30/2017 8/6/2017 8/13/2017 8/20/2017 8/27/2017 9/3/2017 9/10/2017 9/17/2017 9/24/2017 10/1/2017 10/8/2017 10/15/2017 10/22/2017 10/29/2017 11/5/2017 11/12/2017 11/19/2017 11/26/2017 12/3/2017 12/10/2017 12/17/2017 12/24/2017 12/31/2017 1/7/2018 1/14/2018 1/21/2018 1/28/2018 2/4/2018 2/11/2018 2/18/2018 2/25/2018 3/4/2018 3/11/2018 3/18/2018 3/25/2018 4/1/2018 4/8/2018 4/15/2018 4/22/2018 4/29/2018 5/6/2018 5/13/2018 5/20/2018 5/27/2018 6/3/2018 6/10/2018 6/17/2018 6/24/2018 Subject to Change Week Kuumba Fest REP ‐ Show 5 REP ‐ Show 5 REP ‐ Show 5 REP ‐ Show 5 REP ‐ Show 5 REP ‐ Show 5 REP ‐ Show 5 REP ‐ Show 3 REP ‐ Show 3 REP ‐ Show 3 REP ‐ Show 3 REP ‐ Show 3 REP ‐ Show 3 REP ‐ Show 3 REP ‐ Show 1 REP ‐ Show 1 REP ‐ Show 1 REP ‐ Show 1 REP ‐ Show 1 REP ‐ Show 1 REP ‐ Show 1 STAGE Maintenance Stage Theatre REP ‐ Jewish Arts Festival REP ‐ Jewish Arts Festival REP ‐ Show 6 REP ‐ Show 6 REP ‐ Show 6 REP ‐ Show 6 REP ‐ Show 6 REP ‐ Show 6 REP ‐ Show 6 SPACE Maintenance REP ‐ Show 4 REP ‐ Show 4 REP ‐ Show 4 REP ‐ Show 4 REP ‐ Show 4 REP ‐ Show 4 REP ‐ Show 4 REP ‐ Show 2 REP ‐ Show 2 REP ‐ Show 2 REP ‐ Show 2 REP ‐ Show 2 REP ‐ Show 2 REP ‐ Show 2 Space Theatre Lyceum Schedule 2017‐2018 Upper Gallery Lower Gallery Lobby Attachment C 6/15/2015 7:55 PM THIS PAGE IS INTENTIONALLY BLANK Horton Plaza Theatres FOUNDATION Nurturing Arts and Culture ITEM #13 DATE ISSUED: June 30, 2015 ATTENTION: Horton Plaza Theatres Foundation Board Meeting of July 7, 2015 SUBJECT: Update on Ad Hoc Committees – License Fee, Lyceum Schedule of Presentations, and Production Assistance Fund REQUESTED ACTION: No action required (informational only) BACKGROUND: The Amended and Restated Agreement for Management, Operation, and Theatrical Productions Services for the Lyceum Theatre by and between the Horton Plaza Theatres Foundation (HPTF) and the San Diego Repertory Theatre, Inc. (REP) (Agreement) was executed as of September 30, 2009. DISCUSSION: The HPTF Board formed three Ad Hoc Committees – License Fee, Lyceum Schedule of Presentations, and Production Assistance Fund – to discuss ongoing disagreements between the parties and the need to clarify specific issues as set forth in the Agreement. After the Ad Hoc Committees met in November 2014, the committees were combined into a single committee and invited the REP to discuss the areas of concern. Meetings were held between the Ad Hoc Committee and the REP on January 6, January 29, March 23, and April 15, 2015. Letters memorializing the mutual agreements achieved at the meetings were sent to the REP dated January 25, March 18, April 9, and May 4, 2015. Each subsequent letter superseded the preceding letter. The May 4, 2015 letter accurately memorializes the work of the Ad Hoc Committee and the representatives of the REP, and sets forth the mutual agreement and understanding of the parties with the respect to the issues addressed and identifies other areas for further discussion. The Memorandum of Agreement by and between Horton Plaza Theatres Foundation and the San Diego Repertory Theatre, Inc. with the May 4, 2015 letter was delivered to the REP to be executed by the authorized signer. At the June 15, 2015 REP Board meeting, the REP Board declined to execute the Memorandum of Agreement. Horton Plaza Theatres Foundation • P.O. Box 124734 • San Diego CA 92112 • 619.238.8388 • HPTF.us MEMORANDUM OF AGREEMENT BY AND BETWEEN HORTON PLAZA THEATRES FOUNDATION AND THE SAN DIEGO REPERTORY THEATRE, INC. This Memorandum of Agreement (“Memorandum”) is entered into by and between HORTON PLAZA THEATRES FOUNDATION, a California nonprofit corporation (“HPTF”) and the SAN DIEGO REPERTORY THEATRE, INC., a California nonprofit corporation (“REP”) on the 7th day of July, 2015. An Ad Hoc Committee composed of four (4) representatives of the HPTF Board and representatives of the REP have met over many months to discuss issues of mutual interest regarding these topics: License Fees, the Lyceum Theatre Schedule of Presentations and the Production Assistance Fund. The purpose of these meetings was to reach, as between the members of the Ad Hoc Committee and the REP, a mutual understanding and agreement of points of on-going disagreement about, or requiring clarification of, the Amended and Restated Agreement for Management, Operation and Theatrical Production Services for the Lyceum Theatre between Horton Plaza Theatres Foundation and the San Diego Repertory Theatre, Inc., fully executed as of September 30, 2009. The Ad Hoc Committee began its work as three separate committees which met in November 2014 to discuss the three areas of concern (License Fees, the Lyceum Theatre Schedule of Presentations and the Production Assistance Fund). The Executive Director of HPTF provided a letter to the REP dated December 12, 2014 identifying the specific issues which, from the ad hoc committees’ perspectives, required discussion between the parties. Prior to the first meeting with the REP, the three ad hoc committees were combined into a single Ad Hoc Committee. Meetings were held between the Ad Hoc Committee and the REP on January 6, January 29, March 23, and April 15, 2015. Following each meeting, the Ad Hoc Committee provided a letter to the REP memorializing the mutual agreements achieved at the meeting and identifying areas for further discussion. Letters were provided to the REP dated January 26, March 18, April 9, 2015, and May 4, 2015. Each subsequent letter stated that it superseded the preceding letter, so that the letter provided to the REP dated May 4, 2015 represented, to the best of the ability of the Ad Hoc Committee, the mutual agreements between the Ad Hoc Committee and the REP, and identified a few areas requiring further discussion by HPTF and the REP at a later time. The representatives of the REP have agreed that the letter dated May 4, 2015 accurately memorializes the work of the Ad Hoc Committee and the representatives of the REP. Therefore, this Memorandum of Agreement evidences the agreement of the HPTF Board of Directors and the REP Board of Directors that the letter dated May 4, 2015 (attached hereto as Attachment A), executed by the Executive Director of HPTF, accurately articulates the mutual agreement and understanding of the parties with respect to the issues addressed therein. IN WITNESS WHEREOF, this Agreement is executed on the date set forth below. Memorandum of Agreement - Horton Plaza Theatres Foundation and San Diego Repertory Theatre, Inc. Attachment A Page 1 HORTON PLAZA THEATRES FOUNDATION, INC. SAN DIEGO REPERTORY THEATRE, INC. By: Name: Its: Date: By: Name: Its: Date: Memorandum of Agreement - Horton Plaza Theatres Foundation and San Diego Repertory Theatre, Inc. Attachment A Page 2 Horton Plaza Theatres FOUNDATION Nurturing Arts and Culture May 4, 2015 Larry Alldredge, Managing Director San Diego Repertory Theatre 79 Horton Plaza San Diego CA 92101 VIA EMAIL and PERSONAL DELIVERY Dear Larry, In an attempt to move our discussions further along toward agreement on the requirements of the REP under the existing Management and Operating Agreement, we have memorialized the issues discussed in our January 6, January 29, March 23, and April 15 meetings in bullet-point format. This letter supercedes our prior letters to you dated December 12, 2014; January 26, 2015; March 18, 2015; and April 9, 2015. We hope the summary below is consistent with your understanding of our discussions and agreements. Throughout the course of these meetings we have discussed the License Fees, the Lyceum Theatre Schedule of Presentations, and the Production Assistance Fund. Present at one or more of these meetings have been you, Sam Woodhouse, Sachiko Kohatsu, and Dawn Moore representing the REP, and Pam Hamilton Lester, Suzanne Varco, Karen Strack and Susan Diekman, members of an Ad Hoc Committee of the Horton Plaza Theatres Foundation Board of Directors, and Sandra Simmons, representing HPTF. We are pleased to have had the opportunity to work through these issues relating to our mutual rights and obligations under the existing Agreement. We look forward to working with you to develop the vision for the Lyceum in its post-renovation future and how that vision can be realized. License Fee The Management and Operating Agreement (“Agreement”) between the HPTF and the REP includes various provisions relating to the collection and payment of license fees by the REP. • Provisions of the Agreement relevant to the issue of License Fees include the following: o Definition of the Lyceum: The Lyceum is defined by the Agreement as two (2) theatres, administrative offices, a box office, and related areas (Citation: Agreement, Recitals). o Definition of “Theatrical Presentations”: Theatrical Presentations are defined by the Agreement as those events open to the general public, the primary intent of which is to provide entertainment and elicit an aesthetic response or as otherwise permitted under the Agreement. Presentations of this type shall include, but are not necessarily limited to, stage plays, musicals, concerts, operas, live and closed circuit television broadcasts and films. (Citation: Agreement, Section IV.B.). Horton Plaza Theatres Foundation • P.O. Box 124734 • San Diego, CA 92112 • 619-238-8388 Attachment A HPTF Ad Hoc Committees' Points of Discussion Page 2 of 5 o License fees: The REP shall charge a License Fee for any use of the Lyceum that is not for a Theatrical Presentation. (Citation: Agreement, Section V.F.). o License fees shall constitute rent for the non-theatrical use of the Lyceum and for incidental use of personal property. (Citation: Agreement, Section V.F.1.) o Payment of License Fees: The license fee shall be paid to HPTF within (10) business days of receipt by the REP. (Citation: Agreement, Section V.F.2.) o The REP shall provide to HPTF, upon reasonable request, written financial and other reports and access to inspect all operational and financial records and data pertaining to the services provided under this Agreement. (Citation: Agreement, Section V.G.3.). Based upon an understanding of the above Agreement provisions, the HPTF and REP have agreed to undertake the following: • The REP agrees that the lobbies are related areas and included in the definition of the Lyceum. • The REP is required by the terms of the Agreement to manage and operate the theatre for both theatrical and non-theatrical uses. • Uses that do not meet the definition of “Theatrical Presentations” are non-theatrical. • The REP agrees to continue to pay the License Fee pursuant to the Agreement. • HPTF approved the Lyceum Theatre Schedule of Co-Production Fees and Equipment Rental Fees FY 2014-2015 (“Fee Schedule”) contingent upon the following language being added, “License Fees for non-theatrical uses are the same rate as above.” As agreed on April 15, the REP was to revise the Fee Schedule and provide said document to HPTF by April 24, 2015, and to organizations and companies seeking to rent the Lyceum Theatre. • License Fees shall be charged on non-theatrical usage of the two (2) theatres, lobbies, and underground stage in accordance with the Lyceum Theatre Schedule of Co-Production Fees and Equipment Rental Fees FY 2014-2015. Events that occur in the lobbies or on the underground stage that are directly related in content and timing to a theatrical presentation in one of the theatres are considered theatrical events. • Waiver of any license fee shall be approved by both HPTF and the REP. • The REP will deliver to HPTF copies of any requested Co-Production Agreements from FY 2013 to present. The REP will retroactively pay, immediately upon receipt of invoice, license fees owed to HPTF. Open for further discussion is the rental of gallery space and the license fee to be charged. HPTF asserts that the gallery space is subject to a license fee as it is the use of the walls of the lobbies and therefore a related area as referenced in the Agreement recitals. The REP believes, as gallery space is not referenced in the Agreement and the REP chose to use the walls as gallery space without being required to do so, that the gallery space is not subject to the license fee. The REP represents that it has not charged rent/license fees on the gallery space in recent years. The Rep has received commissions of Horton Plaza Theatres Foundation • P.O. Box 124734 • San Diego, CA 92112 • 619-238-8388 Attachment A HPTF Ad Hoc Committees' Points of Discussion Page 3 of 5 $2,000-$3,000/year on sales of displayed art. License fees for rent of the gallery space are shown on the Lyceum Theatre Schedule of Co-Production Fees and Equipment Rental Fees FY 2014-2015. In anticipation of the theatre renovation, HPTF and REP shall engage in further discussions regarding gallery use, and license fees for this use, concurrent with the renovation activities. Lyceum Theatre Schedule of Presentations The Management and Operating Agreement (“Agreement”) between the HPTF and the REP also includes various provisions relating to the Lyceum Theatre Schedule of Presentations to be prepared by the REP. • Provisions of the Agreement relevant to the issue of the Schedule of Presentations include the following: o The REP understands and acknowledges that HPTF has a corporate responsibility to ensure community access to and effective, efficient utilization of the Lyceum. (Citation: Section VI.B.3.) o On or before June 30 of each year, the REP shall submit to HPTF for its review and comment, the Annual Schedule of Presentations. (Citation: Section VI.B.3.) o Any modifications or substitutions to the Annual Schedule of Presentations shall be promptly submitted to HPTF for review and comment prior to implementation of the modification or substitution, or if time does not permit prior review, as soon thereafter as is reasonable and practicable. (Citation: Section VI.B.3.) o The Schedule of Presentations shall set forth the various anticipated uses, users and periods of each such use for both theaters and any other areas of the Lyceum, for that calendar year and the two (2) succeeding years. (Citation: Section VI.B.3.) Based upon an understanding of the above Agreement provisions, the HPTF and REP have agreed to undertake the following: • The Schedule of Presentations, and any modifications or substitutions thereto, will be submitted for comment by the HPTF Executive Director. • The Schedule of Presentations will identify the days/weeks reserved by the REP to set up, perform, strike and extend its productions and all bookings reserved by other users, so that the schedule is clear with respect to when the Lyceum is available for additional users. • To facilitate ease of presentation and review, the REP’s Schedule of Presentations will be submitted in landscape format to accommodate the display of the use of the theatres, galleries, and lobbies/underground stage. Production Assistance Fund The Management and Operating Agreement (“Agreement”) between HPTF and the REP also includes various provisions relating to the Production Assistance Fund. Horton Plaza Theatres Foundation • P.O. Box 124734 • San Diego, CA 92112 • 619-238-8388 Attachment A HPTF Ad Hoc Committees' Points of Discussion Page 4 of 5 • Provisions of the Agreement relevant to the issue of the Production Assistance Fund include the following: o Exhibit B of the Agreement describes the intent of the Production Assistance Fund and how the PAF is to be administered. o An organization may receive PAF assistance for no more than one production in a fiscal year (July 1 through June 30). (Citation: Exhibit B of Agreement) o PAF assistance will not be considered for the same production which received PAF assistance in the immediately preceding twenty-four (24) months. (Citation: Exhibit B of Agreement) o The Production Assistance Fund Program shall be administered by the REP. (Citation Section IV). o HPTF agrees that it shall make its best efforts to annually apply to the City of San Diego for additional funding for payment of the Management Fee and the Production Assistance Fund. (Citation: Section VI.A.2.) Based upon an understanding of the above Agreement provisions, HPTF and REP have agreed to undertake the following: • HPTF agrees to waive the award criterion for an applicant to be a new and/or emerging theatrical performance organization, as provided by Exhibit B, as both HPTF and the REP find the criterion difficult to quantify. • The REP shall continue to promote and encourage use of the Lyceum by a broad range of nonprofit performing arts organizations by providing PAF assistance for payment of Co-Production Fees charged by the REP. • Pursuant to the City’s funding agreement, Contractor (HPTF) and all subcontractors (REP and PAF applicants) shall acknowledge the City’s financial support in all “documents” prepared for a production. Such acknowledgment shall be prominently displayed on the documents. The language to be included is as follows: “This program is partially funded by the City of San Diego through Horton Plaza Theatres Foundation.” “Documents” is intended to include, but not be limited to, all programs distributed for any PAF production. The above noted language shall be included in all such programs. If a program does not include the referenced acknowledgement language, the REP will place a sticker on the program with the requisite language, prior to distribution of the program at the event. • Evidence that the City’s financial support has been acknowledged in the program for each PAFsponsored production shall be submitted to the HPTF Executive Director either concurrently with the application for PAF funding or, if the production has been approved for PAF funding in advance of the production date, then within ten (10) days of the close of the production. • Consistent with the REP’s past practices, and as required by the Agreement, on or before the 15th day of the last month of each quarter (the “Submittal Date”), the REP shall submit to HPTF a written request for PAF funding. Horton Plaza Theatres Foundation • P.O. Box 124734 • San Diego, CA 92112 • 619-238-8388 Attachment A Attachment A ADDENDUM (D) TO THEATRE MANAGEMENT AGREEMENT ENTERED INTO BETWEEN SAN DIEGO REPERTORY THEATRE AND ____________________ DATED ______________ Horton Plaza Theatres Foundation (“HPTF”) has adopted a policy that the Lyceum Theatre is a public theater that will be made accessible to the widest range of users, presenters and audiences, so as to present to the public high quality theatrical productions providing significant and broad cultural enrichment. In furtherance of this policy, HPTF has established a Production Assistance Fund (PAF) to provide financial assistance to local non-profit theatrical production companies and organizations to encourage and enable these entities to present theatrical performances at the Lyceum Theatre. PAF assistance is intended to: • promote the presentation of quality artistic productions and maximize the use of the Lyceum • promote productions whose content brings under-served audiences to the Lyceum • promote growth of new and/or emerging artistic organizations and groups increase the variety of disciplines presented in the productions at the Lyceum PAF assistance offsets a percentage of the Co-Production Fees charged by the Lyceum’s resident managing company, San Diego Repertory Theatre Inc. (“REP”). Eligible Organizations PAF financial assistance is awarded to eligible organizations that meet the following criteria: (1) nonprofit theatrical performing arts organizations located in the County of San Diego that present live artistic performances may apply (2) eligible artistic organizations must have an annual operating budget of less than $1 million dollars (3) PAF assistance for organizations with annual operating budget in excess of $1 million dollars requires the approval of the HPTF Board of Directors (4) an organization may receive assistance for no more than one production in a fiscal year (July 1 through June 30) (5) PAF assistance will not be considered for any production, which received PAF assistance in the immediately preceding twenty-four (24) months. Award Criteria PAF financial assistance is awarded based on need and the following quantitative and qualitative criteria: (6) organization’s annual budget is less than $1 million dollars and the proposed production could not be presented without production assistance funding Addendum D – Production Assistance Funding Page __ Attachment A (7) organization and the proposed production will bring in under-served audiences or provide performance opportunities for culturally diverse artists (8) organization and/or the proposed production fosters variety in the artistic disciplines presented at the Lyceum (9) applicant demonstrates the ability to present a quality artistic production. Application Process Presenters must submit a written application to the San Diego Repertory Theatre to apply for PAF assistance. Application includes: (1) general description of the proposed production and the proposed dates, (2) budget for the production and all sources of funding for the production, (3) amount of assistance request, (4) copy of the organization’s annual operating budget, (5) copy of the organization’s Federal or State Tax Exemption Letter and/or such other evidence demonstrating nonprofit status, and (6) copy of the organization’s Articles of Incorporation filed with the Secretary of State. If production assistance funding is awarded to Presenter, such co-production management fee would be $ amount payable as followings: By HPTF: $ amount a) Upon signing b) Date $ amount $ amount By Presenter: $ amount Co-production Fee Plus Energy Surcharge Weekly Total a) Upon Signing b) Date $ amount $ amount $ amount $ amount $ amount $ amount Presenter will acknowledge Horton Plaza Theatres Foundation and the City of San Diego in all promotional documents and shall read as follows: Name of production is partially funded by the City of San Diego through Horton Plaza Theatres Foundation. Two copies of all promotional documentation to be submitted to HPTF prior to the release of PAF funding. Addendum D – Production Assistance Funding Page __ Attachment A Allowable Funding The REP will make the selection determination and determine the maximum allowable amount of PAF assistance to be awarded based on the following funding scale: Applicant’s Annual Budget Maximum Allowable Percentage of Co-Production Fees Paid from PAF $0 - $250,000 $251,000 - $500,000 $500,001 - $1,000,00 million up to 85% Support up to 50% Support up to 25% Support Award Notification and Contract for Production The REP will provide the applicant written notification of its rejection or selection determination within thirty (30) days of receipt of the complete application and all required submittals. Notification of selection and award of PAF funding shall include an estimate of the Co-Production Fees the REP will charge and the percentage of PAF assistance awarded, and a confirmation of the booking dates and the specific theater. Within thirty (30) days after the notification, the producer must sign a written contract with the REP setting forth all of the terms and conditions associated with the use of the theater for the production. Appeal Procedure Any applicant may appeal the REP’s decision to deny PAF assistance or the decision on the percentage of PAF assistance awarded. The appeal must be submitted, in writing, to the Horton Plaza Theatres Foundation, P.O. Box 124734, San Diego, CA 92112. The written appeal must clearly state the basis for the applicant’s objection to the REP’s decision and present any supporting documentation for the relief requested in the appeal. HPTF will render a written decision on the appeal within fourteen (14) days of receipt of all written documentation. If requested by the applicant, the HPTF board or a committee of the board shall schedule a hearing on the appeal as soon as practicable, but not more than thirty (30) days after receipt of the written appeal. The hearing shall be conducted in accordance with rules and procedures established by HPTF. The decision rendered by HPTF shall be final. AGREED TO AND ACCEPTED BY AND BETWEEN SAN DIEGO REPERTORY THEATRE AND _________________. PRESENTER For SAN DIEGO REPERTORY THEATRE _______________________________ Date __________________________________ Date Addendum D – Production Assistance Funding Page __ Attachment A HORTON PLAZA THEATRES FOUNDATION APPLICATION FOR PRODUCTION ASSISTANCE FUND Organization: _________________________________________________ Production Name: _________________________________________________ Dates of Production: _________________________________________________ Theatre Requested: _________________________________________________ PAF Requested: _________________________________________________ Explain how your Organization meets the eligibly and award criteria: Description of Production: Description of your Organization: Included the following documents in your submittal for PAF funding: 1. Budget for the production and all sources of funding for the production. 2. Organization’s annual operating budget. 3. Organization’s Federal or State Tax Exemption Letter and/or such other evidence demonstrating nonprofit status. 4. Organization’s Articles of Incorporation filed with the Secretary of State. Submit complete application and documents to: San Diego Repertory Theatre Attn: Production Assistant 79 Horton Plaza San Diego, CA 92101 Attachment A THIS PAGE IS INTENTIONALLY BLANK Horton Plaza Theatres Foundation Board of Directors Meeting of July 7, 2015 Page 2 Attachments: A – Invoice B – PAF Assistance Received Attachment A 1st *La Pastorela performed by Teatro Mascara Magica ACT San Diego American Rose Theatre Arms Wide Open Arts Off Broadway Asian Story Theatre Athenaeum Music and Arts Library Bayfront Performing Arts Broadway Bound Youth Theatre California Youth Conservatory Circus Collective of San Diego ContACT Arts Ion Theatre Company Malashock Mojalet Moxie Theatre PASACAT PGK Dance Performance (High Tech) Playwrights Project San Diego Ballet San Diego Black Ensemble Theatre San Diego Gay Men’s Chorus San Diego Musical Theatre SDSCPA STAR Repertory Theatre Teatro Mascara Magica trascenDANCE Youth Actors Theatre Production Assistance Fund 3rd 2011 2011 2011 2011 2011 2011 2011-2012 2nd 2011-2012 FY12 2012 2012 2012 2012 2012 2012 4th 2012 2012 2012 1st 3rd 2012 2013 2012 2013 2012 2012-2013 2nd 2012-2013 FY13 2013 2013 2013 4th 1st 3rd 2013 2013 2014 2013 2013 2013-2014 *2013 2nd 2013-2014 FY14 2014 2014 2x 2014 2014 2014 4th 2014 2014 2014 1st 3rd 2014 2014 2014 2014 2015 *2015 2015 2015 2014-2015 2nd 2014-2015 FY15 2015 2015 2015 2015 2015 4th 2015 2015 2015 2015 1st 2nd 4th Attachment B 3rd 2015-2016 FY16