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