How many clients receive services annually? Collective annual attendance is 23,062.

DEADLINE: Applications must be received by January 29, 2016 at 4pm. One application (either capital or equipment) per organization will be accepted. 2016 CAPITAL GRANT APPLICATION ORGANIZATION: Name: Rehoboth Beach Film Society Address: 107 Truitt Ave. Rehoboth Beach, DE 19971 Federal Employee Identification Number: 31-1587363 Contact Person: Sue Early Phone: 302-645-9095 ext3 Title: Executive Director E-Mail: sue@rehobothfilm.com Who do you serve? Residents of Sussex County and the State of Delaware. In addition, visitors to Delaware and people from neighboring states who have second homes in this area. How many clients receive services annually? Collective annual attendance is 23,062. PROJECT: Cinema Art Theater: Expansion and enhancement of year-round cinematic arts programming in Sussex County for all ages. Project Description: Check one: Building _x_ Renovation/Repair Land Purchase Estimated Timing: Start Month/Year: 10/01/2016 End Month/Year: 12/31/2016 Please note that projects completed prior to June 30, 2016 are ineligible for funding. Project Location (include street address): 17701 Dartmouth Plaza Unit #2 Lewes DE 19958 Location of communities served by project: The Film Society s primary service area consists of communities in eastern Sussex County. Total Project Budget: $700,000 Amount Requested from DCF: $25,000 (Maximum $25,000) REQUIRED SIGNATURES: Applicant organization does not discriminate in staffing or services on the basis of race, religion, gender, age, disability, national origin, or sexual orientation. Executive Director Susan E. Early Board Chairman Allen L. Stafford

A. Mission and Capital Project Description The mission of the Rehoboth Beach Film Society is promoting cinematic arts and providing education and cultural enrichment for our community. Accordingly, RBFS programs a broad array of independent and international film events year-round (see submitted newsletter). Available venues for conducting these events include churches, libraries, hotels and restaurants which, unfortunately, are neither designed, built, nor equipped to provide a quality film viewing experience. Examples include folding or stackable chairs providing uncomfortable seating, low ceiling heights creating poor sight lines especially for foreign films with sub-titles, small screens reducing image visibility, and mediocre quality projection equipment resulting in poor sound and/or malfunctions. In addition to the physical problems with using space at other locations, the lack of its own screening venue also presents RBFS with significant scheduling limitations and conflicts because there is always competition with other organizations for use of the same space which is available on a limited basis. The RBFS s signature event is the award-winning Rehoboth Beach Independent Film Festival (RBIFF), the oldest and largest in the State of Delaware. During this annual November event, approximately sixty of the best American and international independent films, including features, documentaries and shorts, are presented. The RBIFF also provides opportunities for audiences to interact with filmmakers. Now in its 19 th year, the Festival has developed into a major Mid-Atlantic cultural and tourism event with more than 19,000 tickets sold in 2013. The popularity of the Festival generates a local economic boost of more than $2 million during the slower, fall shoulder season. Prior to 2014, the RBIFF rented eight theaters at the local multiplex for about 16 years. The films were shown in commercial movie theaters at a single location. As a result of changes in theater technology and distribution requirements, RBFS was only allowed to rent four theaters from the multiplex for the 2014 Film Festival. In 2015 the local multiplex declined to make any theaters available. As a result, RBFS had to explore the southern coastal region in search of alternative locations for the 2015 event. Fortunately, RBFS secured the Cape Henlopen High School auditorium in Lewes, the Baycenter in Dewey Beach, and the Metropolitan Community Church in Rehoboth. The Festival schedule was expanded to nine days so an adequate number of screenings could be provided at the three venues. Although all the venues were not ideal, RBFS made it work for a dedicated audience that loves the uniqueness and quality of the films offered at this event. Acknowledging the ongoing challenges to provide quality film screenings, RBFS decided that in order to improve and expand cinematic arts programming in Sussex County, Delaware, a new cinema needed to be created. A successful search ended with RBFS signing a five-year lease to rent 5,000 sq. ft. of existing commercial space with 100 plus parking spaces at Dartmouth Plaza, a mini-strip in Lewes. Dartmouth Plaza is just off the Coastal Highway, a major roadway that is easily accessible to its membership, nearby communities, and visitors to the area. With the professional design work of an architect experienced in theater design, RBFS is renovating the space to include 108 tiered-theater seats, professional grade film projection equipment with a full-size screen, ticket sales facilities, a concession stand, a multi-purpose room for other film-related activities, restrooms, a janitor s closet, and storage space. All work will meet ADA requirements and Sussex County building and parking codes. Three bids were received from Delaware-based firms in August, 2015 and the contract was awarded to Richard Y. Johnson & Son, Inc. Demolition work began immediately while the permit process was initiated. Once all the permits were obtained, renovation work went into full speed. Currently drywall is being installed on all framed walls. The projected opening date is February 29, 2016 but the project will not be fully completed until the end of 2016. The completed RBFS Cinema Art Theater will be a full-time, professionally designed theater which will be home to a variety of year-round independent film programs for all ages including the simulcast of National Theater Live performances. The venue will also serve as one of several sites for the annual RBIFF. Both the theater and the multi-purpose room will be rentable for other events such as seminars, business meetings, Osher Lifelong Learning Institute classes, and special presentations, thus providing an additional revenue source for RBFS and an additional venue for the local community.

B. Proposed Impact of Completed Capital Project Community at large: RBFS s primary service area is Sussex County, Delaware which has become a retirement destination for seniors from metropolitan areas of surrounding states. As a result, many audiences are comprised of 50 year-old plus semi-retirees or full-time retirees. The Film Society s customer base also includes many long-term local residents whose past access to cultural opportunities has been limited. Before the Great Recession beginning in 2007, Sussex County was one of the fastest growing counties in the United States. In addition to retirees, the population is also showing a growth in families with children. As more services are needed for the increasing number of seniors, younger workers with school-age children are filling newly created jobs. This change is evident by the Cape Henlopen School District s recent completion of two new middle schools, and their current plan to build two new and expand two existing elementary schools. As the population grows, Sussex County is becoming more racially and ethnically diverse. These populations are also seeking programming reflective of their expanding diversity. Capacity to Serve Current Clients and Additional: Since the RBFS s inception, its membership has steadily increased with a current total of 1,200 individuals. RBFS event audiences are comprised of members, future members, as well as adults and children visiting southern Delaware s resort areas. The Film Festival alone attracts attendees from Delaware s three counties and more than 16 other states. About 85% of the Society s programming is done in collaboration with other service organizations, non-profit agencies, and local businesses. By partnering with other organizations, resources are pooled and the marketing reach expands resulting in larger audiences. In response, RBFS has increased its offering of film programs substantially. In 2014 alone, RBFS presented 431 film screenings, appealing to the interests of varied demographic groups. Total attendance to these events, which includes year-round programming and the RBIFF, was 24,179. As encouraging as these audience increases have been, however, the physical conditions in which RBFS is currently required to conduct its programing significantly constrains additional audience growth, despite the strong demand for its independent and foreign film programming in the local community. Capacity to Serve Additional Clients: Creating the proposed Cinema Art Theater will enable both program and audience growth. Impact projections with the new venue are: 1. RBFS expects to increase total audiences at year-round film programs and events by 2,000 as of 06/30/17, and an additional 2,900 by 06/30/18. 2. RBSF expects to increase the scope of programming 60% by 06/30/17, and an additional 17% by 06/30/18. 3. RBFS expects to expand its services to reach youth and teens by implementing: - A student film festival for teens by 05/15/17. - A summer film program for children by 07/01/17. - An age-appropriate after-school film program for children by 09/01/17. One of the most exciting changes the new venue will allow is the offering of programs for elementary school children, middle school youth, and high school teens. Control of scheduling will enable programs after school, on weekends, and during summer weekdays. The new venue will not just mean more programs and more people. It will provide opportunities to address a broad scope of issues in a familiar place. The Cinema Art Theater will further develop RBFS s reputation for providing thought-provoking, inspiring, engaging, informative, and entertaining independent films. Topics such as diversity, environmental awareness, and current social issues can be addressed through film and enriched with guest speaker presentations. For example, on March 17-20, RBFS will be co-presenting the first Rehoboth Beach Jewish Film Festival with a mission of deepening awareness of Jewish cultures and experiences, and to explore community differences and commonalities through the art of film. In addition to post-screening discussions, two A Breakfast Conversation with events will be held with special guests. In March, RBFS will host a Women s Film Series with the theme Women Changing the World. In 2017, RBFS will host a Black History Film Series. Planning is currently underway to involve schools and community organizations in the presentation of a film that addresses bullying. The new venue will enable a wealth of film programming opportunities offering valuable benefits to audiences of all ages. The design of the Cinema Art Theater incorporates ramps, hand-rails, and handicap bathrooms to address the safety of the predominate customer demographic. Completed renovations will reveal a new, modern appearance.

C. Need for DCF Funding: The budget for the Cinema Art Theater is $700,000. To date RBFS has raised $586,001(83.7%). Fundraising started in April, 2015 and within seven days 100% of RBFS Board of Directors and employees made contributions. After finalizing the location, RBFS launched a mail solicitation of its membership with a $100,000 goal. That goal was reached in November, 2015. During the nine months of fundraising, grant requests were submitted to the Longwood, Marmot, Welfare, Crystal Trust, and Greater Lewes Foundations. Initially only the Longwood Foundation awarded this project a $200,000 matching grant. That match has been achieved. A second submission to the Welfare Foundation received a $30,000 grant. A second request will be submitted to the Marmot Foundation. The amount will be determined after meeting with a Foundation representative in mid-february. Applications were submitted for USDA Rural Development and the USDA Community Facility funding, each one requesting $20,000 for equipment. The Rural Development application was awarded a $15,000 grant. The Community Facility application did not receive funding but is currently in the 2016 pool of requests. A decision will be made in the summer of 2016. Requests for Community Transportation Funds were submitted to Representative Schwartzkopf and Senator Lopez. Funding regulations revealed that projects needed to be on land owned by public entities. Unfortunately the new venue is part of a privately owned parcel of property and therefore not eligible. In 2001 the Film Society established the Glenn C. Bowman Endowment Fund with a donation from the former RBFS member s estate. The fund s purpose is to promote and support community participation which Glenn saw as part of the Film Society s mission. Creating the new venue exemplifies an effort to increase community involvement with the cinematic arts. As such the RBFS Board of Directors voted to use $50,000 from this fund as a challenge grant to raise $50,000 from the southern coastal Delaware business community. Every business contribution will be equally matched with a gift from the Bowman Fund until a combined $100,000 goal is reached. As such, currently local businesses are being contacted in request of donations. It is commonly known that the last leg of a fundraising campaign is the most challenging. Although the RBFS is determined to successfully reach the campaign goal, the sources of additional funding is minimal. A Delaware Community Foundation grant will provide a significant and much needed boost. It will also give this project another stamp of approval from a well-known and highly respected funder. Equally important, this project meets the initiatives that Delaware Community Foundation encourages. RBFS programming addresses diversity as mentioned in Section B. It provides programming that makes audiences aware of the culture and traditions of various ethnicities, religions, and diverse communities. The enclosed newsletter demonstrates the broad scope of programming. Using the art of film, RBFS strives to bridge cultures by revealing the universality of the human experience. As previously mentioned, the greater percentage of RBFS programming involves collaboration with other nonprofit art and service organizations, historical societies, and businesses. Collaborative events help all involved to extend their marketing reach, attract new participants, and build audiences. Historically RBFS hosted events at many different venues so it was confusing for the participants to know who the host was. Having a home for independent film screenings nurtures a sense of comfort and belonging, this is where community members will go to enjoy films and share perspectives with other participants. There are also many opportunities for individuals to volunteer which also fosters a team committed to the venue s success. In 2014, RBFS was accredited by the national Standards for Excellence Institute as meeting the Institute s rigorous standards for best practices in nonprofit governance and management. RBFS is the first arts organization in Delaware and the first nonprofit organization in Sussex County to achieve this recognition. RBFS has a positive track record for good fiscal management demonstrated by independent audits showing more than ten consecutive fiscal years ending with a net operating surplus. This is especially remarkable given that the ten year period covered the recent Great Recession. These two noteworthy points are mentioned to validate RBFS as a credible organization to receive funding.

REHOBOTH BEACH FILM SOCIETY CINEMA ART THEATER SECTION D. OTHER FUNDING SOURCES DONATION SOURCE RECEIVED TO DATE AMOUNT REQUESTED/ CAMPAIGN GOAL NOTES Board & Staff $37,080 $37,080 completed RBFS Contribution $100,000 $100,000 Glenn Bowman Restricted Fund $50,000 $50,000 RBFS Member Contributions $100,000 $100,000 goal achieved Community Contributions $30,820 $30,820 donations still being accepted Business Sector Contributions $1,250 $50,000 Solicitation currently in progress Sub-total $319,150 $367,900 Community Transportation Funds Senator Lopez $0 $5,000 project not eligible for funding Community Transportation Funds Representative Schwartzkopf $0 $5,000 project not eligible for funding Crystal Trust $0 $55,000 grant not awarded Greater Lewes Foundation $0 $2,500 grant not awarded Laffey McHugh $0 $0 Met with Dave Sysko who said the Foundation funds more needy projects. Lewes Farmers Market, LLC $20,000 $20,000 Longwood Foundation $200,000 $330,000 grant not awarded but secondr request will be submitted Marmot Foundation $0 $30,000 The Bresler Foundation $1,851 n/a USDA Community Facility $0 $20,000 decision pending till summer 2016 USDA Rural Business Development $15,000 $20,000 Welfare Foundation, Inc. $30,000 $60,000 Sub-Total $266,851 $547,500 TOTAL $586,001 $915,400 % OF GOAL 83.7% PROJECT GOAL $700,000

REHOBOTH BEACH FILM SOCIETY CINEMA ART THEATER PROJECT BUDGET PROJECT EXPENSE ITEM COST Architectural Services $35,000 Computer network installation $1,500 Construction $505,150 Contingency $8,705 Furniture $5,000 EDUs $6,295 DCP Projector $22,000 Janitorial & Maintenance Equipment $3,000 Projection Equipment & Installation $28,000 Riser construction $40,800 Seats (purchase & installation) $30,000 Screen Installation $3,750 Security System installation $1,300 Sign (exterior) $4,000 Sign lighting (exterior) $1,500 Telephone Service installation $1,500 Ticket Sales System & Equipment $2,500 TOTAL $700,000

REHOBOTH BEACH FILM SOCIETY FY2015-16 OPERATING BUDGET REVENUE: Annual Giving $21,050 Festival Passes $93,501 Festival Program Advertising $11,232 Films $6,990 Grants $43,253 Interest & Investments $1,000 Membership Dues $40,000 Programs/Special Events $63,600 Sales - Merchandise $4,174 Ticket Sales $92,031 TOTAL REVENUE $376,831 DISBURSEMENTS: Film Costs $28,809 Fiscal Expenses $17,112 Equipment $920 Insurance $15,824 Maintenance & Repairs $3,783 Marketing $28,085 Payroll Expenses $17,090 Postage $4,800 Printing & Duplication $10,800 Rent $60,647 Phone $3,168 Sales & Concessions - Merchandise $1,950 Security Services $144 Speakers/Directors $300 Staff and Board Development $1,000 Subscriptions and Dues $2,647 Supplies/Expenses $5,675 Transportation $1,962 Travel $1,600 Utilities $6,670 Contractual Services $52,353 Wages $181,756 TOTAL DISBURSEMENTS: $447,095 Net Income/(Loss) Current -$70,264 Due to project delays, RBFS experienced Venue operating expenses before revenue could be generated at the site

REHOBOTH BEACH FILM SOCIETY 2016 BOARD OF DIRECTORS ROSTER # NAME ADDRESS POSITION OCCUPATION 1 Davis, Julie 527 N. Boardwalk #318 Rehoboth Beach, DE 19971 At-Large Member Retired attorney 2 Dunbar, Teri 23 Kenmare Way Rehoboth Beach, DE 19971 Secretary Mental health practitioner 3 Dvornick, Gene 18506 Belle Grove Rd. Unit #1 Lewes, DE 19958 Vice-President Town Manager, Georgetown 4 Grinstead, Darrel 132 Kings Creek Circle Rehoboth Beach, DE 19971 Ex Officio Member Retired attorney 5 Hochholzer, Beth 407 Park Ave. Lewes, DE 19958 Ex Officio Member Retired educator 6 Kistler, Terry 11 Bryan Drive Rehoboth Beach, DE 19971 At-Large Member WSFS Bank Manager 7 Kuhns, Paul 125 Stockley Street Rehoboth Beach, DE 19971 Ex Officio Member Retired investment banker Current restaurant partner 8 Livingston, Ed 33353 Ocean Pines Lane Bethany Beach, DE 19930 Treasurer Retired solution architect 9 Ratner, Tricia 30777 Molly B. Road Lewes, DE 19958 At-Large Member Marketing Director 10 Rosenberg, Bob 18 Shipcarpenter Square Lewes, DE 19958 At-Large Member Retired physician and medical administrator 11 Stafford, Allen 33 Kenmare Way Rehoboth Beach, DE 19971 President Director of Finance & Operations Sussex Academy of Arts & Sciences 12 Yearley, Midge 36 Gainsborough Drive Lewes, DE 19958 At-Large Member Retired newspaper reporter The following committees are comprised of Board members and the Executive Director or Education/Outreach Coordinator: Governance, Finance & Development, Membership/Outreach, and Venue (Ad Hoc)