AGENDA
ECONOMIC DEVELOPMENT AND TECHNOLOGY COMMITTEE
SPECIAL MEETING NOTICE
MAY 09, 2024
PUBLIC MEETING 5:00 P.M.
MEMBERS
Tyron Hampton, Chair District 1
Jessica Rivas, District 5
Steve Madison, District 6
Jason Lyon, District 7
STAFF
David Klug, Economic Development Director
Dion O’Connell, Assistant City Attorney
Jerice Kenebrew, Recording Secretary
MISSION STATEMENT
The City of Pasadena is dedicated to delivering exemplary municipal services, responsive to our entire community and consistent
with our history, culture and unique character.
In compliance with the Americans with Disabilities Act of 1990, Assistive Listening Devices are available from the City Clerk’s Office with a 24-hour advance notice.
Please call (626) 744-4124 to request use of a listening device.
Language translation services are available for this meeting by calling (626) 744-4124 at least 24 hours in advance.
Habrá servicio de interpretación disponible para éstas juntas llamando al (626) 744-4124 por lo menos con 24 horas de anticipación.
Items on the agenda may not be called in order listed.
Agendas and supporting documents are available on the Internet at https://www.cityofpasadena.net/commissions/city-council-economic-development-technology/
Materials related to an item on this Agenda submitted to the Economic Development and Technology Committee after distribution of the agenda packet will be posted online and listed as: “Supplemental Agenda Material Received after the Posting of the agenda”
PUBLIC COMMENT AT THE ECONOMIC DEVELOPMENT AND TECHNOLOGY
COMMITTEE MEETING FOR
MAY 09, 2024 AT 5:00 P.M. WILL BE ACCEPTED IN-PERSON AND BY VIDEOCONFERENCE/TELECONFERENCE.
Link to City Meeting Policy:
cityofpasadena.net/CityCouncilMeetingPolicy
TO VIEW A LIVE STREAM OF THE MEETING:
http://pasadena.granicus.com/MediaPlayer.php?publish_id=9 AND
WWW.PASADENAMEDIA.ORG
In order to facilitate public participation at meetings the City will accept public comment in the following manner:
1. Whether participating in-person or virtually at the meeting, members of the public may provide public comment by submitting a speaker card prior to the start of public comment on that item, at the following webpage:
www.cityofpasadena.net/commissions/public-comment/
If a public comment speaker wishes to speak on more than one agenda item, please indicate which items on the online form (multiple item speakers will be handled according to the process posted on the agenda and as specified in the City meeting policy). Public comments are limited to 3 minutes each, and the Chair and Committee may limit this time if reasonable under the circumstances.
2. In-person Meeting Participation: Complete an online speaker card at the following website: www.cityofpasadena.net/commissions/public-comment/ After submitting a public speaker card, members of the public may attend the meeting in-person by coming to the Pasadena City Council Chamber, Room S249 at City Hall at the date and start-time of the posted meeting.
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Participants’ phone calls to the Committee meeting will be recorded as part of the Committee meeting. By staying on the line and making public comment during the Committee meeting by phone, you are agreeing to have your phone call recorded. Following is the connectivity information for virtual participation:
Computer or electronic devices, join the meeting at: cityofpasadena.net/cczoom Telephone only dial-in: 1-669-900-6833, Meeting ID: 161 482 446
3. Speaker Card Help Line: If a public comment speaker needs assistance in completing a speaker card, please call the City Clerk’s Office at: (626) 744-4124.
Help line will open 30 minutes prior to the posted start time of the meeting.
4. Members of the public may submit correspondence of any length prior to the start of the meeting, at the following email address:
Written correspondence will be forwarded to the Economic Development and Technology Committee prior to the start of the meeting, posted online, and made part of the legislative record for the item.
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TO THE AMERICANS WITH DISABILITIES ACT
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AS SOON AS POSSIBLE AT (626) 744-4124 OR
[email protected].
CITY OF PASADENA
NOTICE OF THE SPECIAL MEETING OF THE
ECONOMIC DEVELOPMENT AND TECHNOLOGY COMMITTEE
MAY 09, 2024
PUBLIC MEETING 5:00 P.M.
PASADENA CITY HALL, COUNCIL CHAMBER
100 NORTH GARFIELD AVENUE, ROOM S249
NOTICE IS HEREBY GIVEN that the special meeting of the Economic Development and Technology Committee, will be held on Thursday, May 9, 2024, at 5:00 p.m., in the Council Chamber to discuss matters on the attached agenda.
_____________________
Tyron Hampton, Chair
Economic Development and
Technology Committee
I HEREBY CERTIFY that this agenda in its entirety, was posted on the Internet at https://www.cityofpasadena.net/commissions/city-council-economic-development-technology/ and on the Council Chamber Bulletin Board, Room S249, and the Bulletin Board in the rotunda area; City Hall, 100 North Garfield Avenue, this 7
th day of May 2024 by 5:30p.m. and that copies hereof were emailed or delivered to each member of the City Council and to each local newspaper of general circulation, radio or television station requesting notice in writing, all of which recipients are identified on the dis tribution herein below.
_____________________
Liseth Gonzalez
City Manager’s Office
DISTRIBUTION:
City Council Los Angeles Times
City Manager Pasadena Journal
City Attorney Pasadena Now
Public Information Officer Pasadena Star News
Pasadena Weekly La Opinion
Pasadena Independent
SPECIAL MEETING
AGENDA
ECONOMIC DEVELOPMENT AND TECHNOLOGY COMMITTEE
MAY 09, 2024
Public Meeting: 5:00 P.M.
Council Chamber, Pasadena City Hall
100 North Garfield Avenue, Room S249
PUBLIC MEETING – 5:00 P.M.
ROLL CALL
PUBLIC COMMENT – LIMITED TO ITEMS ON THIS SPECIAL MEETING AGENDA
AND WILL BE HEARD AT THE TIME THE ITEM IS CONSIDERED
APPROVAL OF MINUTES
• FEBRUARY 20, 2024 – REGULAR MEETING*
• MARCH 19, 2024 – REGULAR MEETING*
• APRIL 16, 2024 – CANCELLED MEETING*
OLD BUSINESS
1. ROSE BOWL OPERATING COMPANY (RBOC) OPERATING AGREEMENT:
MAPS DEPICTING RBOC AREA AND AREA UNDER USE BY RBOC
DURING DISPLACEMENT EVENTS*
NEW BUSINESS
1. BUDGET WORKSHOP-FY2025 RECOMMENDED OPERATING BUDGET
A. PASADENA CENTER OPERATING COMPANY (PCOC)*
B. PASADENA COMMUNITY ACCESS CORPORATION BOARD (PCAC)*
C. CITY MANAGER’S OFFICE-ECONOMIC DEVELOPMENT AND
WORKFORCE INVESTMENT BOARD*
INFORMATION ONLY
1. ECONOMIC DEVELOPMENT UPDATE BY DAVID A. KLUG, ECONOMIC DEVELOPMENT DIRECTOR*
ADJOURN
*Attachment
APPROVAL OF MINUTES
FEBRUARY 20, 2024 – REGULAR MEETING*
MARCH 19, 2024 – REGULAR MEETING*
APRIL 16, 2024 – CANCELLED MEETING*
01 02/20/2024
CITY OF PASADENA
ECONOMIC DEVELOPMENT AND TECHNOLOGY COMMITTEE MINUTES
February 20, 2024 – 5:00 P.M.
CITY HALL, COUNCIL CHAMBER
MEETING
OPENING Chair Hampton called the meeting of the Economic Development and Technology Committee to order at 5:08 p.m.
ROLL CALL:
Staff:
Councilmember Tyron Hampton, Chair
Vice Mayor Steve Madison
Councilmember Jason Lyon
Councilmember Jessica Rivas
David Klug, Director of Economic Development
Amanda Cusick, Deputy City Attorney
Jerice Kenebrew, Recording Secretary
INFORMATION ONLY PASADENA ECONOMIC DEVELOPMENT STRATEGIC PLAN DRAFT
PRESENTATION
David Klug, Economic Development Director, provided introductory comments, and Larisa Ortiz, Managing Director and Anya Chan, Director of Research and Analysis, both representing Streetsense (City Consultants), presented a Power Point p resentation on the five-year Economic Development Strategic Plan, with all responding to questions.
The following individuals provided comment on the matter:
Paul Little, Pasadena resident
Andy Wilson, Pasadena resident
Aaron Hawkey, Pasadena resident
Councilmember Rivas thanked Streetsense for their work on the Economic Development Strategic Plan (“Plan”); and voiced her agreement on the City’s challenges related to miles of street frontage and restrictions on housing on the ground floor of commercial buildings.
Chair Hampton, advocated for staff to develop a streamline process for new businesses to move into store front locations within the City.
Councilmember Lyon recommended that once the Pl an is adopted, staff present the plan to the City’s various commissions (i.e., Transportation, Northwest, and Planning Commissions), Pasadena City College, Pasadena Unified School District and Foothill Workforce Development Board to retrieve as much community input and engagement as possible.
He also spoke on the need for staff to be thoughtful on where to focus the City’s retail efforts, which should include Old Pasadena, South Lake, Playhouse, and Hastings Ranch districts. He echoed comments supporting the implementation of a streamline process for building permits and creating retail incubators.
Vice Mayor Madison asked staff to develop plan to fill the City’s empty store fronts; and to ensure the data on the total Pasadena jobs in the City presented by Streetsense is the same data used by Regional Housing 02 02/20/2024
Needs Allocation (RHNA) to determine the number of housing and jobs the City should provide. He stated that after viewing the prestation, staff should consider adjusting the City’s overall land use inventory to more housing and away from office space. In addition, he expressed concerns with the Pasadena’s recovery employment levels compared Los Angeles County’s levels and asked staff to provide additional informa tion on the matter.
Chair Hampton advocated for staff to consider creating retail incubators in all quadrants of the City and/or small business support incubators or concierge services to assist in the opening of business in the City. He also advocated for additional assistance ( i.e., grant and business plan opportunities), to small business owners in the City. Chair Hampton asked staff to provide an update to the Committee if any significant changes are made to the Plan; and to post the PowerPoint on the City’s website.
Following discussion, on the order of th e Chair, and by consensus of the Committee, the information was received and filed.
ECONOMIC DEVELOPMENT UPDATE BY DAVID A. KLUG,
ECONOMIC DEVELOPMENT DIRECTOR
Due to time constraints, on the order of the Chair, and by consensus of the Committee, the above referenced item will be continued to a future Committee meeting.
ADJOURNMENT: On the order of the Chair, the special meeting of the Economic Development and Technology Committee was adjourned at 6:43 p.m.
_________________________________
TYRON HAMPTON, Chair
Economic Development and Technology Committee
ATTEST:
____________________
Jerice Kenebrew
Recording Secretary
01 03/19/2024
CITY OF PASADENA
ECONOMIC DEVELOPMENT AND TECHNOLOGY COMMITTEE MINUTES
March 19, 2024 – 5:00 P.M.
CITY HALL, COUNCIL CHAMBER
MEETING
OPENING Chair Hampton called the meeting of the Economic Development and Technology Committee to order at 5:07 p.m.
ROLL CALL:
Staff:
Councilmember Tyron Hampton, Chair
Vice Mayor Steve Madison (Absent)
Councilmember Jason Lyon
Councilmember Jessica Rivas
David Klug, Director of Economic Development
William Huang, Director of Housing
Jennifer O’Reilly-Jones, Housing Program Coordinator III Randy Mabson, Housing Program Coordinator III
Don O’Connell, Assistant City Attorney
Jerice Kenebrew, Recording Secretary
APPROVAL OF MINUTES It was moved by Councilmember Rivas, seconded by Councilmember Lyon, to approve the minutes of January 30, 2024, as submitted. (Motion unanimously carried) (Absent: Vice Mayor Madison)
NEW BUSINESS APPROVAL OF AMENDED AND RESTATE D OPERATING
AGREEMENT BETWEEN THE CITY OF PASADENA AND THE ROSE
BOWL OPERATING COMPANY*
Philip Hawkey, Chair, and Steve Haderlein, President, both representing the Rose Bowl Operating Company (RBOC), provided introductory comments, and Jens Weiden, Rose Bowl Stadium Chief Executive Officer/General Manger, summarized the agenda report as part of his PowerPoint presentation and responded to questions.
The following individuals provided comments on the matter:
Nina Chomsky, Pasadena resident
Sonja Berndt, Pasadena resident (Virtually)
Jerice Kenebrew , Recording Secretary, reported that Vice Mayor Madison sent correspondence regarding his absence, expressing gratitude to the Rose Bowl Operating Company for their work on the operating agreement, capital plans and budgeting, Jens’ stewardship and the efforts of the entire RBOC staff.
Theresa Fuentes, Assistant City Attorney, provided information on t he Proposed Operating Agreement between the City and RBOC, specifically Section 3.5.4, Limitation on Charges, and responded to questions.
The Committee thanked RBOC, Rose Bowl Operating Company and City staff for all their hard work on the matter.
Councilmember Lyon, expressed concerns with the inclusion of Section
3.5.4 Limitation on Cha rges to the propose Operating Agreement, 02 03/19/2024
advocated for the City Council and the RBOC to meet jointly at least once a year; and asked staff to amend the proposed Agreement Sections 15.1.3 and 15.1.4 to include the California updated Equal Opportunity Employment categories, which is more inclusive than the federal list.
Chair Hampton echoed concerns related to the inclusion of S ection 3.5.4 Limitation on Charges of the proposed Operating Agreement; asked staff to include a map of the RBOC with information on the areas used for event and nonevent days and “flex” areas; and suggested that RBOC partner with Parks and Recreation Department to maintain the Section H area of the Rose Bowl. He asked RBOC staff to amend the proposed Operating agreement to ensure that a City representative has access to the Rose Bowl; and return to the Committee with the updated Operating Agreement, including the requested maps for discussion.
Following discussion, on the order of the Chair, and by consensus of the Committee, the information was received and filed.
APPROVAL OF TEMPORARY INCREASE TO NUMBER OF
DISPLACEMENT EVENTS WITHIN THE CENTRAL ARROYO*
Jens Weiden, Rose Bowl Stadium Chief Executive Office/General Manger, summarized the agenda report as part of his PowerPoint presentation and responded to questions.
Nina Chomsky, representing the Linda Vista -Annandale Association, spoke in opposition to the temporary increase to the number of displacement events within the Central Arroyo as the proposal violates the foundational Ordinance (the Arroyo Seco Public Lands Ordinance) governing the Central and Lower Arroyo.
Theresa Fuentes, Assistant City Attorney, provided information on the definition of displacement events, and responded to questions.
Chair Hampton stated that he will support the R ose Bowl Operating Company (RBOC) to host up to 25 displacement events per calendar year for two years, however he can be supportive of a ten year agreement, if RBOC provides assurances that the surrounding neighborhood will be protected.
Councilmember Lyon stated that he is generally supportive of RBOC’s recommendation, however he advocated for RBOC to make the findings on an individualized bases for each additional specific event for ten years.
Following discussion, Councilmember Lyon asked staff to amen d the Public Land Ordnance to delegate the findings to the RBOC and present the amended ordinance to the City Council for consideration.
Motion: Following further discussion, it was moved by Councilmember Lyon, seconded by Councilmember Rivas, to approve the staff recommendation, with direction to staff as detailed above, and forward the item to the City Council for consideration:
AYES: Councilmembers Lyon, Rivas
NOES: Chair Hampton
ABSENT: Vice Mayor Madison
03 03/19/2024
ABSTAIN: None
AUTHORAZATION TO EXECUTE A CONTRACT WITH THE SHOWER
OF HOPE TO OPERATE A SAFE PARKING PROGRAM AT A LL
SAINTS ESPISCOPAL CHURCH, 132 NORTH ECUILD AVENUE
William Huang, Director of Housing provided introductory comments, and Jennifer O’Reilly -Jones, Housing Program Coordinator III , presented a PowerPoint presentation, with both responding to questions.
Councilmembers Rivas and Lyon, and Chair Hampton thanked staff for their hard work on the matter and spoke in support of the staff recommendation.
Councilmember Lyon suggested that staff educate the public on distinctions on sub populations who are unhoused when speaking on the Safe Parking Program.
Mike Kinman, Senior Pastor with All Sa ints Church, provided information on the Church’s parking lot availability and responded to questions.
Motion Following discussion, it was moved by Councilmember Rivas, seconded by Councilmember Lyon, to approve the staff recommendation and forward the item to the City Council for consideration. (Motion unanimously carried) (Absent: Vice Mayor Madison)
INFORMATION ONLY UPDATE ON ACCESSORY DWELLING UNIT LOAN PILOT PROGRAM
William Huang, Director of Housing, provided introductory comments, and Randy Mabson, Housing Program Coordinator III , presented a Power Point presentation, and responded to questions.
On the order of the Chair, and by consensus of the Committee, the information was received and filed.
NEW BUSINESS
(Continued)
LOAN MODIFICATION FOR ACCESSORY DWELLING UNIT PILOT
PROGRAM
Randy Mabson, Housing Program Coordinator III , and William Huang, Director of Housing, jointly presented a Power Point presentation, on the item, and responded to questions.
The two items above from the Housing Department were heard concurrently.
Chair Hampton spoke in support of the Accessory Dwelling Unit Pilot Program; advocated for staff to exempt the residential impact fees for the program; and asked staff for an update on the Planning Department’s pre- approved design plans.
Motion Following discussion, it was moved by Councilmember Lyon, seconded by Councilmember Rivas, to approve the staff recommendation and forward the item to the City Council for consideration. (Motion unanimously carried) (Absent: Vice Mayor Madison)
04 03/19/2024
RECEIVE ROSE BOWL OPERATING COMPANY ANNUAL REPORT
JULY 2022 THEOUGH JUNE 2023
On the order of the Chair, and by consensus of the Committee, the information was received and filed.
ECONOMIC DEVELOPLEMT UPDATE BY DAVID A.KLUG, ECONIMIC
DEVELOPMENT DIRECTOR*
David Klug, Director of Economic Developmen t, summarized the staff report as part of his oral presentation, and responded to questions.
Chair Hampton suggested that staff invite the student s who are participating in the Comunidad: Collaborative Internship program to a future Committee meeting when responding to the program’s business challenge question; and asked staff to provide additional information on the proposed small business incubator program at a future Committee meeting.
On the order of the Chair, and by consensus of the Committee, the information was received and filed.
ADJOURNMENT: On the order of the Chair, the special meeting of the Economic Development and Technology Committee was adjourned at 7:19 p.m.
_________________________________
TYRON HAMPTON, Chair
Economic Development and Technology Committee
ATTEST:
____________________
Jerice Kenebrew
Recording Secretary
04/16/2024
CITY OF PASADENA
ECONOMIC DEVELOPMENT AND TECHNOLOGY COMMITTEE MINUTES
PASADENA CITY HALL
100 NORTH GARFIELD AVENUE
COUNCIL CHAMBER – ROOM S249
April 16, 2024
MEETING
The regular meeting of the Economic Development and Technology Committee, scheduled for Tuesday, April 16, 2024, at 5: 00 p.m. was cancelled as ordered on April 11, 2023, and posted.
ATTEST:
____________________
Jerice Kenebrew
Recording Secretary
_________________________________
Tyron Hampton, Chair
Economic Development and Technology Committee
OLD BUSINESS
1. ROSE BOWL OPERATING COMPANY (RBOC) OPERATING AGREEMENT:
MAPS DEPICTING RBOC AREA AND AREA UNDER USE BY RBOC
DURING DISPLACEMENT EVENTS*
March 19, 2024
TO: Honorable Mayor and City Council
THROUGH: Economic Development and Technology Committee
FROM: Rose Bowl Operating Company (RBOC)
SUBJECT: Approval of Amended and Restated Operating Agreement Between the City of Pasadena and the Rose Bowl Operating Company
RECOMMENDATION:
The Board of Directors of the Rose Bowl Operating Company recommend that the City Council:
1. Find that the actions proposed herein are not “projects” subject to the California Environmental Quality Act (CEQA) pursuant to Public Resources Code Section 21065 and Sections 15060(c)(2) and (c)(3), and 15378 of the State CEQA Guidelines;
2. Approve a recommendation of the Finance Director of an exception to the process for disposition of surplus personal property, pursuant to Pasadena Municipal Code Section 4.04.080, for the “valid public purpose” of returning revenue to the RBOC, and authorize the Board of the RBOC to dispose of RBOC personal property upon a finding of “valid public purpose”; and
3. A pprove the Amended and Restated Operating Agreement between the City of Pasadena and the Rose Bowl Operating Company consistent with the terms set forth herein.
BACKGROUND:
The Rose Bowl Stadium has been an iconic symbol of the City of Pasadena for the past 100 years. As such, the City of Pasadena recognized the importance of the Stadium as a community asset that must be maintained and operated in a manner in which it could continue to remain viable for the next 100 years. In 1994, the City created the Rose Bowl Operating Company, a California non-profit public benefit corporation, whose purpose is “to return economic and civic value to the City of Pasadena by managing a world-class stadium and a professional-quality golf course complex in a residential open-space environment.”
1 In order to achieve this goal, the City entered into an
1 Articles of Incorporation of Rose Bowl Operating Company, filed with the Secretary of State of the State of California on March 24, 1994.
RBOC – Approval of Amended and Restated Operating Agreement March 19, 2024
2 Operating Agreement with the RBOC for management of the Stadium and the Brookside Golf Courses, which first became effective May 19, 1995. The Operating Agreement conveyed the legal authority to the RBOC to act as agent on behalf of the City and to manage these significant community assets for the City.
This management structure has served the City well over the past nearly 30 years.
During that time the RBOC, as agent for the City, has seen the stadium through successful and life-extending renovation and capital improvement projects such as the locker room renovations, scoreboard updates, modernized lighting projects, and of course, construction of the Terry Donahue Pavilion. The RBOC has managed neighborhood relations on behalf of the City, working over time to keep more and more recreational opportunities open to the public on displacement event days while also working hard to lessen the impacts of events on the surrounding neighborhoods.
Further, the RBOC has showcased Pasadena beyond college football through the staging of numerous high-profile events such as World Cup soccer, world renowned performers such as U-2, Taylor Swift, Coldplay and the Rolling Stones, and the growth of Brookside as a premier music festival venue. These activities have returned great economic value toward the preservation of the Rose Bowl Stadium for the City.
The current term of Operating Agreement expires June 30, 2025. Since the last term extension was approved by City Council in June of 2023, the RBOC formed an Ad Hoc Committee of the RBOC Board of Directors dedicated to the review and revision of the existing Operating Agreement. Among the goals of the Committee were to identify potential modifications to the agreement that would strengthen the ability of the Rose Bowl campus to serve as a successful world class sports and entertainment venue and an important economic driver for the City of Pasadena over the long term.
The Ad Hoc Committee met bi-monthly from July through October of 2023, with RBOC staff and staff from the City Manager’s Office in attendance, and identified the areas to be considered and studied for a future amended and restated agreement, including but not limited to the following:
- Structure, authority and jurisdiction of the RBOC;
- Opportunity for efficiency of operations and enhanced relationship with the City;
- Flexibility of business operations including contracting, setting rates and insurance requirements;
- Capital funding to ensure the long-term viability of the Rose Bowl Stadium; and the
- Review of the Arroyo Seco Ordinance to identify areas for greater flexibility in the RBOC’s business operations.
Specifically, the Committee identified, researched, and discussed the following considerations and changes to the structure, jurisdiction, and operation of the RBOC:
- Expansion of RBOC jurisdiction beyond the presently defined Rose Bowl Area (Area H, Central Arroyo, loop, etc.);
RBOC – Approval of Amended and Restated Operating Agreement March 19, 2024
3 - Creation of a Conservancy District;
- Third-Party Management;
- RBOC/PCOC merger: create Tourism/Sports/Entertainment Authority; - RBOC authority to create/manage events and/or facilities in other areas of the City;
- Specify RBOC responsibility to identify and advocate for major capital improvements;
- Limit on payment for services outside RBOC area;
- Define RBOC relationship with Legacy, UCLA, Tournament of Roses, and One Arroyo Foundation in the Agreement;
- Expand RBOC authority to set rates within broad city council authorization;
- Specific authorization for Flea Market;
- Number of RBOC displacement events, and the definition of displacement events.
Of the above list, four areas that came to the forefront are the following: (1) term of the agreement; (2) capital funding for future projects; (3) number of displacement events (which will be the subject of a separate action and not discussed further herein); and (4) insurance. The remainder of the items on the list above were set aside for future discussion.
The Ad Hoc Committee provided a detailed report and summary of its work to the RBOC Board on November 2, 2023 and received input from the Board. The Ad Hoc Committee, RBOC staff, and City staff continued to meet through the remainder of 2023 and presented a final action item to the Board on January 11, 2024.
The changes to the Operating Agreement proposed by the Board are of a “light touch” and do not change the structure of the relationship of the parties in any significant way.
The minimal changes reinforce that the original concept between the parties has proven to be quite successful. As the parties have in the past, they will manage any new issues that come up through a cooperative and well documented relationship, and if necessary, propose future amendments to the Operating Agreement.
In addition to the four main focus areas discussed above, other proposed changes to note are:
• Allowing for the City to appoint the RBOC as managing agent for other City properties or facilities should the parties so agree.
• Allowing the RBOC to sell/auction off personal property for fundraising purposes only (for example, auctioning off old stadium seats after the anticipated seating renovation project).
• Conforming language regarding coordination between City events and RBOC events in the Central Arroyo to current practices.
• Clean up language regarding RBOC bank accounts, and financial reporting. • Clean up language regarding RBOC reporting to the City Council on a regular basis.
RBOC – Approval of Amended and Restated Operating Agreement March 19, 2024
4 • Additional clean up efforts to delete historically unnecessary provisions and conform language to current practices of the parties where necessary.
The Ad Hoc Committee also reviewed the Arroyo Seco Lands Ordinance (Pasadena Municipal Code Chapter 3.32) with assistance from RBOC staff and the City Manager’s Office, and the Ad Hoc Committee recommended to the City Manager’s Office that the City consider (if the City Council wishes to so direct) a more thorough review and update to the ordinance at some near-term future time.
OPERATING AGREEMENT CHANGES OVERVIEW:
Term of Agreement:
The Operating Agreement would not terminate on a set date, as it currently does.
Instead, it would be “evergreen” so that the parties have more certainty regarding their relationship. The parties each retain the ability to terminate with notice for an uncured breach of the other party. Without a breach event, however, the City could only terminate the Operating Agreement after a one-year notice and upon wind down and dissolution of the RBOC. This new structure makes sense now that the RBOC has been in existence for almost 30 years and has proven to be the success that the City envisioned when it created the RBOC. Nothing in this structure takes away from rights and remedies the City already has, it simply provides longer notice requirements and more certainty for the RBOC and its employees.
Capital Planning:
The Board recognizes that the City is a partner in preserving the Rose Bowl Stadium and the golf courses for generations to come, and should be aware of RBOC’s capital planning for the future of the stadium and golf courses. To that end, the Agreement would require that the RBOC present its annual and long-term identified capital needs list to the City on an annual basis, and that those items be included in the City’s Capital Improvements Program that is reviewed annually by the City Council, so that the City is apprized at all times of the RBOC’s identified capital needs. The Agreement would also continue to recognize that the City should continue to refrain from viewing the RBOC as a “profit center” for the General Fund and therefore delete requirements for the RBOC to pay cost allocations for most City services and an expectation that funds be returned to the City, but instead such funds would be required to be reinvested in the stadium and golf courses.
Insurance and Other Expenses:
As the City and RBOC seek to control expenses, the Operating Agreement will continue to require that the City insure its facilities (with contributions from the RBOC), but makes clear the RBOC’s ability to test the market to determine whether it can procure insurance at a savings to both parties. The Operating Agreement would further clarify that the City only charge the RBOC the cost of providing any services it does, without treating the RBOC as a potential profit center.
RBOC – Approval of Amended and Restated Operating Agreement March 19, 2024
5 RBOC as Managing Agent for Other City Properties
The RBOC has proven to be successful at managing City property and returning revenue to reinvest in and maintain those properties (namely the Rose Bowl Stadium and Brookside Golf Courses). A recent question was raised as to whether the RBOC might be able to assist the City with managing and returning revenue for other City properties. The two examples that come to mind include occasional private use of the open space area in front of City Hall at the intersection of Holly Street and Garfield Avenue, or Pasadena Pavilion for the Performing Arts in Memorial Park. If the City were to acquire ownership of the Eaton Canyon Golf Course, that could be an even better example of a location where the RBOC’s experience running golf courses could return revenue to reinvest in and improve public facilities. The Operating Agreement would provide the authority for the City and RBOC to enter into separate agreements to facilitate such management, on terms to be negotiated at the relevant time.
Surplus Property Approval
Currently the RBOC may not dispose of salvage or scrap personal property without approval of the City Council as required by Pasadena Municipal Code (PMC) Chapter
4.04 (Disposition of Salvage and Scrap Property). The process to dispose of personal property of value is involved, and generally requires disposal of such personal property through a publicly noticed auction, sealed bids, or negotiated sale for items of lesser value. PMC Section 4.04.080 authorizes the Finance Director to recommend to the City Council the disposition of such property without having to comply with the auction/bid/negotiated sale process upon a finding that a “valid public purpose” is served for that exemption.
The RBOC is doing its utmost to be creative and find ways to generate revenue. A recent idea is to auction or raffle off RBOC personal property that may have sentimental or memorabilia value at special events. One good example could be to auction off stadium seats as they are replaced during a future bowl seating renovation project. The request to the Finance Director, and then to the Council, would be to approve the exception for all RBOC sales of personal property, so long as the RBOC Board finds, on a case-by-case basis, that the “valid public purpose” to allow the RBOC to avoid the auction/bid/negotiated sale process to return economic value to the RBOC is met. The RBOC would remain unable to dispose of real property.
ENVIRONMENTAL:
The actions proposed herein are to approve of a recommendation of the Finance Director for an exception to the process for disposition of surplus personal property, pursuant to Pasadena Municipal Code Section 4.04.080, for the “valid public purpose” of returning revenue to the RBOC, and to approve a Restated and Amended Operating Agreement with the City of Pasadena consistent with the terms set forth herein. These two actions will not result in a direct or reasonably foreseeable indirect physical change in the environment, as they are administrative in nature only. Likewise, they are not a “project” as they are organizational and administrative activities that also will not result in direct or indirect physical changes in the environment. Accordingly, they are not “projects” subject to the California Environmental Quality Act (CEQA) pursuant to Public RBOC – Approval of Amended and Restated Operating Agreement March 19, 2024
6 Resources Code Section 21065 and Sections 15060(c)(2) and (c)(3), and 15378 of the State CEQA Guidelines.
FISCAL IMPACT:
While there is no immediate fiscal impact associated with the proposed Restated and Amended Operating Agreement, it cannot be understated that the financial stability of the RBOC and its ability to maintain the historic Rose Bowl Stadium and Brookside Golf Courses is dependent on the support of the City Council and the residents of the City.
Respectfully submitted
Jens Weiden
Chief Executive Officer / General Manager
Rose Bowl Operating Company
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AGREEMENT NO. __________
THIS AMENDED AND RESTATED MANAGEMENT AND OPERATING
AGREEMENT (as it may be amended or otherwise modified from time to time, this "Agreement"), by and between the CITY OF PASADENA, hereinafter referred to as "City," and ROSE BOWL OPERATING COMPANY, a California nonprofit, public benefit corporation, hereinafter referred to as "RBOC" is made and entered into as of ___________, 2024May 19, 1995.
W I T N E S S E T H:RECITALS
WHEREAS, in 1995, City desireds to secure the management, operation and maintenance of specific assets in order to optimize their revenue- gathering capacities while minimizing the net costs to City and avoiding City exposure to operating loss, and therefore entered into a Management and Operating Agreement (Agreement No. 15,703 and subsequent amendments thereto, the “1995 Operating Agreement”) with the RBOC;
WHEREAS, RBOC was created by Pasadena Municipal Code
Section 2.175 and incorporated as a California Nonprofit Public Benefit Corporation on March 24, 1994;
WHEREAS, the primary purpose of RBOC continues to beis to return economic and civic value to the City of Pasadena by managing a world class stadium and a professional quality golf course complex in a residential open-space environment;
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WHEREAS, RBOC will continue is also to have a role in the overall management of broad areas of the Arroyo Seco;
W HEREAS, RBOC will continue is to act as a liaison to the residents of Pasadena concerning the impact of the operation of the stadium on its surrounding environment and has the responsibility to interface, inform and seek feedback from the neighborhoods impacted by events held at the Rose Bowl; W
HEREAS, the City continues to desires a streamlined process for the management of the Rose Bowl Area and not another level of bureaucracy, and to unequivocally restate its commitment to preserve and reinvest in the historical Rose Bowl Stadium and Brookside Golf Courses through strong support of revenue generating activities and incorporation of the RBOC’s Capital Improvements Program into its own;
WHEREAS, by this Agreement, the City and the RBOC intend to amend, restate, and supersede, in its entirety, the 1995 Operating Agreement; WHEREAS, it is in the best interest of the City, the RBOC, and the public for the City and RBOC to enter into this Agreement; and
WHEREAS, City has found that thise Agreement is consistent with City's contractual and legal obligations and with the requirements and exemptions of its Charter and Municipal Code.
NOW, THEREFORE, the parties agree as follows:
1.0 DEFINITIONS AND INTERPRETATIONS . In the Agreement, unless a different meaning clearly appears from the context,
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"Contract" shall means any contract, agreement, license, or instrument, debenture, bond, note, resolution or other writing which creates, modifies or destroys a legal relation.
" C ontractor" shall means a party to any type of Contract with RBOC. " Preexisting Contract" means any Contract in effect between City and any third party prior to the date of the Agreement.
“ Shall” and “must” are mandatory.
" RBOC Area" consists of the following: the Rose Bowl and adjoining parking areas B, D, F, K, L and M and the Brookside Golf Course and Clubhouse. The RBOC Area includes all such land, and all park roads and all City owned structures thereon as shown on the site plan attached hereto and marked “Exhibit A.” When needed for support of Rose Bowl eEvents based on anticipated attendance, City shall cooperate, if turf condition will support parking in the reasonable discretion of the Director of Recreation and ParksCity Manager or his/her designee, and make available Areas H, I, J and the Brookside Park Softball Diamonds Numbers 2 and 3 in support of those events which shall then be considered a part of the RBOC Area for those eEvents. Notwithstanding the prior sentence, Area H and Softball Diamonds Numbers 2 and 3 are reserved exclusively for flea market parking on the second Sunday of each month.
2.0 REPRESENTATION AND WARRANTIES OF RBOC. RBOC represents and warrants to City that:
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2.1 RBOC is a California Nonprofit Public Benefit Corporation duly formed, validly existing and in good standing under the laws of the State of California, and has the legal power and authority to conduct its business, to own property, and to execute and deliver Contracts, and to perform its obligations under the Agreement.
2.2 RBOC has received a ruling request from the Internal Revenue Service stating that the income of RBOC is excludible under Section 115(1) of the Internal Revenue Code of 1986, as amended, and that contributions to RBOC are deductible under Section 170 of the Code.
2.3 When executed and delivered by City, the Agreement will constitute the legal, valid and binding obligation of RBOC enforceable in accordance with its terms, except as the enforcement hereof and thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles if equitable remedies are sought.
2.4 The execution and delivery of the Agreement and compliance with the Agreement will not in any material respect conflict with, or constitute a breach of or default under any other agreement or document to which RBOC is subject or by which it or any of its property is bound.
2.5 There is no audit, action, suit, proceeding or investigation at law or in equity before or by any court, public board or body, including, without limitation, the Internal Revenue Service, the Franchise Tax Board, or the Attorney General of the State of California, pending or, to the best of the knowledge of RBOC, threatened against or affecting RBOC, (a) which would materially and adversely affect RBOC's
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ability to perform in the manner contemplated by the Agreement, (b) which would adversely affect RBOC's status as an organization described in Section 115(1) of the Code, or (c) wherein an unfavorable decision, ruling or finding would materially and adversely affect RBOC or the validity or enforceability of the Agreement.
2.6 By official action of RBOC prior to or concurrently with the execution of the Agreement, RBOC has duly authorized and approved the execution and delivery of, and the performance by RBOC of the obligations on its part contained in the Agreement and the consummation by it of all other transactions contemplated thereby and hereby, and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded.
2.7 RBOC is not in breach of or in default under any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any Contract to which RBOC is a party or to which it or any of its property is otherwise subject, which breach or default would have a material and adverse impact on RBOC's ability to perform its obligations under the Agreement and no event has occurred and in continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument.
3.0 APPOINTMENT, GENERAL AUTHORITY AND STANDARDS OF RBOC.
3.1 Managing Agent. Subject to the terms of the Agreement and all applicable law, City does hereby appoint RBOC continues to act as the agent of City and to serve as Managing Agent of RBOC Area, and RBOC does hereby accept the
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foregoing appointment as agent of City and to serve as Managing Agent of RBOC Area.
It is the intent of the parties that RBOC will continue to have the maximum authority permitted by law over the operation and day-to-day management of RBOC Area, and the allocation and expenditure of resources generated by activity within RBOC Area, subject to the limitations imposed by the Charter of the City of Pasadena, the Pasadena Municipal Code, applicable federal and state law, and the Agreement. City shall cooperate with and, to the maximum extent permitted by law, shall not impede or impair the ability of RBOC to soundly manage and operate RBOC Area; however, nothing in the Agreement shall be construed as an attempted delegation by City of any non- delegable duties or as a restriction on any legislative authority of City.
T
he City and RBOC may agree from time-to-time that the RBOC may be the Managing Agent for other City properties or facilities, as specified in a writing to that effect and without imposing on the RBOC the duties and obligations it has regarding the RBOC Area unless so specified in that writing.
3.2 All Contracts on Behalf of City. RBOC shall enter into all Contracts on behalf of City with respect to the operation of the RBOC Area. All such Contracts shall state that the rights and obligations of RBOC thereunder are assignable to the City of Pasadena by written notice from City to the contractor and RBOC and without need of further approval by RBOC or any party to said Contract. 3 .3 General Authority of RBOC. Subject to the foregoing, the provisions of the Agreement and to limitations imposed under applicable City
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ordinances and state law, from and after July 1, 1996_____, 2024, RBOC shall continues to have the authority to:
3.3.1 Employ or contract for such workers, mechanics, laborers, clerks, legal counsel, consultants, accountants and other employees and contractors as are reasonably necessary or appropriate in the management and operation of the RBOC Area;
3.3.2 Procure such materials, services, public utility services, supplies and equipment as are reasonably necessary or appropriate in the management and operation of the RBOC Area;
3.3.3 At the RBOC’s discretion, pProcure and maintain in force and effect, directly, or through contribution of a pro-rata share to be determined by the Chief Executive Officer and the City Manager (or his/her designee) to the City the City- required insurance set forth in Section 4.0 below; and procure and maintain in force and effect the RBOC-required insurance set forth in Section 4.0 below. , public liability, property, earthquake, directors and officers, workers' compensation, riot and civil commotion insurance and fidelity and surety bonds as required or as advisable, and procure and maintain in full force and effect such other insurance and bonds as RBOC may deem advisable. All insurance shall be in amounts and of the type acceptable to the City and shall fulfill all requirements of that certain Facility Lease dated August 1, 1990 by and between the City and Pasadena Civic Improvement Corporation ("PCIC") and sublease by and between PCIC and the City dated August 1, 1990 and any additional financial leases on RBOC Area property;
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3.3.4 Purchase or otherwise acquire, hold, own, sell, convey, exchange, option or otherwise dispose of personal and real property of every class and description, tangible and intangible and any estate or interest therein including but without limitation rights in service marks and trademarks, for any reasonable purpose consistent with the Agreement, provided however nothing herein shall (a) require the City to convey title to any property, real or personal or tangible or intangible, within the RBOC Area to RBOC, (b) constitute or require the transfer of an interest in any such property or (c) empower RBOC to sell, exchange or otherwise dispose of the same, except that the RBOC Board may, upon a finding of a valid public purpose, approve the sale, exchange or other disposal of personal property (excluding rights in service marks and trademarks) pursuant to the exception to Pasadena Municipal Code Chapter 4.04 (disposition of salvage and scrap property) granted by the City Council concurrent with approval of this Agreement;
3.3.5 License, use or permit the use of all or any part of the RBOC Area to any person, for events subject to the terms of the Agreement and to the requirement of all applicable laws and with the use of the RBOC Area as major public assembly facilities;
3.3.6 Grant concession privileges for the vending and sale of food and beverages, including alcoholic beverages, programs, cushions, souvenirs, novelties, retail merchandise and similar articles, or for the renting of any such articles, consistent with the purposes of the Agreement, and with the use of the RBOC Area as major public assembly facilities;
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3.3.7 Take and omit such other actions, enter into such other Contracts, and engage in such other transactions, as are reasonably necessary or appropriate in connection with the management, operation, maintenance, improvement and administration of the RBOC Area, consistent with the purposes of the Agreement, the use of the RBOC Area, and the agency relationship between City and RBOC created hereby;
3.3.8 Grant and administer all existing and future types of licenses, use agreements, bookings, concession agreements, novelty agreements, advertising, and scoreboard agreements and other Contracts of City related to the RBOC Area, except as otherwise specifically provided herein.
3.3.9 Apply for and hold permits and licenses necessary or useful for operation of the RBOC Area or for any of its functions.
3.4 Limitations of the Authority of RBOC. Without limiting the generality of the foregoing, RBOC shall not have the authority to:
3.4.1 Delegate its authority under the Agreement;
3.4.2 Fix rates or otherwise legislate with respect to matters reserved to the City Council;
3.4.3 Use or approve the use of dedicated park land for other than the purposes set forth in park or recreational purposes in violation of Article XVI of the Charter of the City of Pasadena;
3. 4.4 Sell, transfer or dispose of City real property or RBOC property of any nature without complying with the legal requirements for sale, transfer or
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disposition of such property, provided, however, that no such sale, transfer or disposal of City real property shall occur without the express prior approval of the City;
3.4.5 Enter into any Contract for supplies, material, labor or other valuable consideration which does not comply with the requirements of the Charter of the City of Pasadena, the Pasadena Municipal Code and all other applicable laws, policies and rules and regulations, or which is inconsistent with any Preexisting Contract in effect between City and any third party, or which purports to encumber or expend City funds or resources not subject to the management or control of RBOC pursuant to the Agreement;
3.4.6 Enter into any type of license agreement, use agreement, bookings, concession agreements, novelty agreements, advertising, scoreboard agreements, or other Contract which does not comply with the requirements of the Charter of the City of Pasadena and the Pasadena Municipal Code and all other applicable laws, policies and rules and regulations or which purports to encumber or expend City funds or resources not subject to the management or control of RBOC pursuant to the Agreement;
3.4.7 Enter into any Contract inconsistent with the terms of any Preexisting Contract in force between City and any third party as of the date of the signing of the Agreement and of which City has provided notice pursuant to Section 5.6.
3.4.78 Amend or modify its articles of incorporation or corporate by-laws without the prior approval of the City Council.
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3.4.89 Operate the RBOC Area, or any part thereof in any manner or for any purpose other than as set forth herein;
3. 4.910 Abandon the RBOC Area, or any part thereof during the term of the Agreement or any part thereof;
3. 4.101 Knowingly use or occupy or knowingly permit the RBOC Area, or any part thereof to be used or occupied for any unlawful or ultra-hazardous use.
3. 4.112 Incur any indebtedness for any purpose which is secured by the revenues from activities within the RBOC Area or is secured in any fashion with property in the RBOC Area; provided, however, the foregoing shall not preclude indebtedness to the extent supported by the payments from the Rose Bowl and Golf Course Enterprise Revenue Funds or other revenues for goods or services and which is reflected in any budget approved by the City Council pursuant to Section 11 of the Agreement. Notwithstanding the foregoing sentence, the City retains sole authority to incur bonded indebtedness on behalf of the RBOC and the RBOC Area.
3.5 Limitation on the Actions of the City.
3.5.1 Limitations on Contracts. Except as otherwise provided in this Section 3.5.1, the City covenants, for itself, its officers, employees and agents, that, from and after the date that RBOC shall continue to receives Rose Bowl and Golf Course Enterprise Funds to its own accountsas contemplated by Section 5.7.1. City, it shall not, for the term of the Agreement and to the maximum extent permitted by law, enter into any Contract which affects or relates to the RBOC Area without the prior
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written approval of RBOC. Notwithstanding the foregoing or the provisions of Section
3.5.2, the City reserves the right to refund or refinance currently any outstanding debt, whether public or privately issued, Certificates of Participation evidencing lease payments payable by the City for use and occupancy of on behalf of the Rose Bowl Stadium or Brookside Golf Course or other areas within the RBOC Area so long as the City assumes all additional financial burdens as a result of such refunding or refinancing.
3.5.2 Limitations on Indebtedness. The City shall not incur any indebtedness based upon a pledge of revenue generated by activity or facilities in the RBOC Area without a resolution approving same by the RBOC.
3. 5.3 Review of Legislation. City agrees and covenants that, for the term of the Agreement and to the maximum extent permitted by law, it shall not adopt any ordinance, order, study, plan, resolution or policy ordering or affecting the RBOC Area or activity therein or the Agreement under and until such ordinance, order, study, plan, resolution or policy shall is first have been submitted to RBOC for report and recommendation. RBOC shall report and recommend to the City Council upon any such matter within 40 days after the date of its submission. Upon request by RBOC, additional time for report and recommendation may be granted by the City Council. If RBOC does not report and recommend within the period provided in this Section, the City Council may thereafter proceed to act upon the matter without such report and recommendation. This Section shall not apply to any ordinance, study, plan, resolution or policy which applies in a similar manner to substantially all of the open space districts
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or to substantially all of the dedicated parkland or to substantially all of the businesses within the City of Pasadena.
3.5.4 Limitation on Charges. City must not charge the RBOC any fees, costs or charges related to use, parking, or normal wear and tear of the RBOC Area. Any other fees, costs or charges levied on RBOC regarding the RBOC Area or services provided to the RBOC must not exceed the cost of providing the service.
4.0 Insurance and Indemnity. To the maximum extent permitted by law, City agrees to defend, hold harmless and indemnify RBOC, its directors, officers, representatives and employees, from all claims for damages against RBOC for personal injury (including death) and property damage in excess of any coverage limits of City or RBOC insurance policies. City agrees and to cause RBOC, its directors, officers, representatives and employees, to be included as an insured on policies of liability insurance as may be procured, from time to time, by City. However, City may shall not settle any claim against RBOC without the consent of RBOC, which consent shall not be unreasonably withheld. In defense of any matter against RBOC, City agrees to use counsel acceptable to RBOC and to retain counsel of RBOC's choosing should the interests of the City and RBOC conflict in the defense of any such matter. RBOC agrees to adopt practices and procedures which conform with City policy on reporting/investigating accidents, as stated in the City of Pasadena Personnel Practice and Procedure Manual. City agrees to process such claims in the manner in which claims against City are processed. RBOC will use forms of Contract, license and permit
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reviewed by the Office of the City Attorney. RBOC's Contracts, license agreements and permits will, to the extent feasible, transfer risk to contractors, or Rose Bowl users, and require Rose Bowl users to provide insurance for events unless RBOC agrees to an exception.
City may must insure City-owned facilities and property (including autos) in control of RBOC against risk of loss or damage (except if the RBOC chooses to do so pursuant to Section 3.3.3). City waives subrogation against RBOC for any insured loss or self-insured loss. City will must seek endorsement of any policy not honoring this contractual waiver to include a waiver of subrogation, or will must have RBOC named as an insured. RBOC agrees to reimburse City for Risk Management services (including insurance premium, self-insured loss, payment of deductibles) as part of the annual "burden rate" negotiated with City's Finance Department.
RBOC shall purchase and maintain in effect a policy of workers' compensation insurance meeting State of California Labor Code requirements. RBOC may must also purchase Directors and Officers' Liability Insurance (including employment practices liability), cyber liability and data breach, crime liability, and liquor liability. The requirements for any such insurance coverage may be modified by agreement between the City and RBOC. RBOC may use Risk Management services from City to purchase and maintain these policiesy on RBOC's behalf. If RBOC chooses to have City provide the Risk Management services, or any part thereof, RBOC will reimburse City for Risk Management services (including insurance premiums, payment of self-insured clams, claims/legal costs/expenses, and operations costs)
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through City's annual accounting procedures establishing a "burden rate" for such services negotiated with the City's Finance Department.
Unless otherwise agreed, the City shall be responsible for all self-insured retention and deductible amounts for all policies purchased by the City subject to the reimbursement process identified in this Agreement, and RBOC shall be responsible for all self-insured retention and deductible amounts for all policies purchased by RBOC. 5 .0 TRANSITION PLAN.
5.1 Staffing. City and RBOC agree that it is essential to stabilize the operations and management within the RBOC Area during a transition period and to follow a policy of retaining existing staff and of minimizing displacement of personnel during this transition period. City agrees to maintain the level of City staffing set forth in Exhibit B from the date of the Agreement to and through June 30, 1996, which shall include, to the extent permissible under existing City policies and procedures, best efforts to maintain or otherwise preserve or support temporary or contract positions set forth in Exhibit B, and to consider all requests from RBOC for changes in titles of said positions and for changes in control rates and other benefits. City agrees not to replace the Interim General Manager before June 30, 1996 without the prior consent of RBOC except for cause. As of July 1, 1996, RBOC shall have in place its own personnel system and staffing structure or shall contract out for same with the City or other providers. City and RBOC shall work together in the interim to insure that all of the rights and benefits of City employees, including those created by any Memorandum of Understanding, union agreement, and any personnel policies and procedures, are met
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in the transition and that there be no layoff of Rose Bowl staff to or through June 30, 1996 caused by the transition. City agrees to maintain as City employees, at its sole cost and expense, any individual City employees assigned to the Rose Bowl as of the date of signing of this Agreement who do not become employees or contractors of the RBOC after June 30, 1996. Any employee of the City who chooses not to become an employee of or an independent contractor for RBOC after the transition, or is not asked to do so, shall continue to be employed by the City; provided that neither the foregoing nor any other provision of the Agreement shall prevent the City, from and after such transition, from effecting employee attrition or other termination in the ordinary course and in accordance with all existing labor agreements and with applicable City personnel policies and procedures. Nothing in this section shall be construed as preventing the City or the RBOC from taking any disciplinary action against any of their respective employees in a manner consistent with applicable policies and procedures with the final decision, in all cases relating to City employees, resting solely and exclusively with the City. Further, nothing in this Agreement is intended to give RBOC any authority over any City employee, for purposes of discipline, promotion, or otherwise, and any such authority must be granted pursuant to a subsequent written agreement if at all.
5.2 Procurement. City agrees to undertake all procurement activity for RBOC from the date of the Agreement to and through June 30, 1996. As of July 1, 1996, RBOC shall have in place its own procurement system or shall contract out for same with City or in any other manner consistent with the Agreement.
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5.3 Accounting. City agrees to maintain the financial books and records of RBOC from the date of the Agreement to and through June 30, 1996. As of July 1, 1996, RBOC shall have in place its own accounting systems or may contract out for same with the City or other providers. No transfer of assets from the books and records of the City shall be made without review and approval by the City Council.
Nothing herein shall require or result in the City conveying any property, real or personal or tangible or intangible, in the RBOC Area to RBOC, it being the intent of the parties that RBOC act only as the agent of the City in all matters relating to RBOC Area property in accordance with the provisions of the Agreement except as otherwise explicitly agreed by the parties.
5.4 City Legislation. The parties intend to maximize the amount of control that RBOC shall have over the RBOC Area. To that end, RBOC shall bring forth, and City shall consider legislation designed to provide to RBOC the maximum amount of control allowable under the City Charter, under federal and state law and regulations, and consistent with City policy for City operations. The subject matter of said proposals shall include the following: (a) designating RBOC as the awarding authority for procurement and affirmative action matters, (b) designating RBOC as the awarding authority for event licenses, permits and the granting of other privileges, (c) designating RBOC as the authority for limited waiver of certain noise regulations and (d) designating RBOC as the authority for the approval of serving of alcohol in the RBOC Area. If City has not taken legislative action by June 30, 1996, to provide RBOC with sufficient control to manage the operation of RBOC, in the sole discretion of RBOC,
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then RBOC may, by providing written notice to City no later than August 30, 1996, terminate the Agreement. This provision is not intended to cause City to take or to refrain from taking any specific legislative action nor is it intended to require the City to delegate away any legislative powers. All legislation adopted pursuant to this Section shall be incorporated hereat by this reference as if set forth in full and shall, as of its effective date of adoption, be a part of this Agreement.
5.5 Outstanding Financing Obligations. City agrees to continue to make timely payment of its financing obligations incurred for or with respect to any facilities or projects in the RBOC Area until such bonds are retired or until such alternative arrangements are made in accord with Section 5.7 of the Agreement. All such payments shall in the first instance be made from the Rose Bowl and Golf Course Enterprise Funds subject only to the payment of amounts for maintenance and operations which are approved expenditures pursuant to a budget submitted to and approved by the City pursuant to Section 11, and RBOC hereby agrees to provide such funds to the City to the extent that it is controlling the same.
5.6 Preexisting Contracts.
5.6.1 The Agreement Subject to Preexisting Contracts. RBOC understands and agrees that there are a number of Preexisting Contracts in force and effect between City and third parties which affect or relate to the RBOC Area, activity in the RBOC Area, parking in or related to the RBOC Area, or management of the RBOC Area. The Agreement does not, in and of itself, alter or affect the relationship between the City and third parties to Preexisting Contracts, and the City shall retain all rights and
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duties under Preexisting Contracts except as they may be assigned to RBOC, consistent with the rights of the third parties thereto. On or before February 1, 1995, City shall provide RBOC with copies of any and all Preexisting Contracts between City and any third party which in any way pertain to or affect the RBOC Area. RBOC understands and agrees that its rights under the Agreement are subject to and limited by all such Preexisting Contracts and that it shall not enter into any Contract which is inconsistent with any term or condition thereof.
5.6.2 Allocation of Duties. No later than December 31, 1995, City and RBOC shall develop a schedule of Preexisting Contracts as specified herein. Said schedule shall be adopted by formal resolution of City and of RBOC and shall be appended to the Agreement as Exhibit C. The schedule shall specify the following: City Contract number, contracting parties, term of Contract, a statement of the subject matter, and a designation of which parts, if any, of any of said Preexisting Contracts are to be assigned to RBOC and which parts, if any, of any of said Preexisting Contracts are to remain with the City. If RBOC and City are unable to adopt a resolution approving Exhibit C by January 1, 1996, then RBOC may terminate the Agreement by providing written notice to City no later than March 1, 1996.
5.6.3 Obligations Under Preexisting Contracts. City and RBOC shall work together cooperatively to insure that all of the City's obligations to third parties to Preexisting Contracts are met during and after the transition from City management of the RBOC Area to RBOC management of the RBOC Area.
5.7 Funds.
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5.7.1 Date of Receipt of Rose Bowl Funds. City shall continue to receive and to disburse moneys for the Rose Bowl and Golf Course Enterprise Funds to and through June 30, 1996. From and after the time that the City is satisfied that (a) the financial and accounting records of RBOC are satisfactory so as to permit RBOC to account for (and to permit the City to appropriately track) revenues and expenses from RBOC Area operations, and (b) RBOC has in place adequate internal controls for the proper accounting for receipts and expenditures and for the safeguarding of funds and for the prudent investment of funds, but not earlier than July 1, 1996, RBOC shall receive the proceeds of the Rose Bowl and Golf Course Enterprise Funds to its own accounts. RBOC shall provide to the City its proposed accounting methods, forms and records and internal controls not later than July 1, 1996. In the event that the City is not satisfied with the financial and accounting records or internal controls of RBOC, and RBOC is unwilling or unable to make all of the changes requested by the City, then this Agreement shall terminate and be of no further force or effect.
5.7.2 Cost Allocation. From July 1, 1996 and for the duration of the Agreement, City shall bill RBOC, and RBOC shall timely pay to City amounts and on a schedule to be agreed upon by the parties no later than January 1, 1996. Said schedule shall be adopted by formal resolution of City and RBOC and shall be appended to the Agreement as Exhibit D. Such amounts shall be for abatement of City costs and expenses directly related to the operation of the RBOC Area, retiring bond and financing lease obligations incurred for or with respect to any facilities or projects in the RBOC Area, cost allocation for maintenance, facility improvement, normal and
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extraordinary capital repairs, replacement and improvements, for maintaining areas outside the RBOC Area, and for RBOC's reserve fund. Exhibit D shall also include the percentage of net revenues, if any, to be retained by RBOC, after payment of all maintenance, operation, capital improvements, capital repairs and replacement or reserve fund payments, other necessary or appropriate costs and the percentage if any, to be transferred to the City or, in the event of an unfunded deficit, the amount to be transferred to RBOC by the City. Prior to preparation of Exhibit D, RBOC shall arrange for an independent fiscal audit of the accounts of the Rose Bowl and its related enterprise funds. RBOC shall hold public meetings on the draft Exhibit D and shall use its best efforts to present Exhibit D to the City Council by July 1, 1995. If RBOC and City are unable to adopt a resolution approving Exhibit D by January 1, 1996, then either RBOC or City may terminate the Agreement by sending written notice to the other party no later than March 1, 1996.
5.0 EVENT COORDINATION AND NEIGHBORHOOD RELATIONS.
5.18 Ongoing Recreational Activity and Other Activity in the Arroyo Seco Area. RBOC shall meet and confer with the Director of the City Department of Recreation and Parks as needed to coordinate and develop a process for permitting, managing and administering ongoing recreational activity to maximize recreational activity consistent with the character of the RBOC Area and with other recreational activity. During events approved pursuant to the Arroyo Seco Ordinance which displace recreational activities and accessibility to Arroyo Seco facilities, City shall accommodate the needs of RBOC for staging its events. City shall not stage events which displace
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recreational activities or accessibility to Arroyo Seco facilities without the prior consent of RBOC.
5.29 Neighborhood Relations. RBOC agrees, consistent with its current practices, to develop for City Council approval no later that July 1, 1996, a mechanism to use best and reasonable efforts to offset the burden to the neighborhoods impacted by events at the Rose Bowl which might not otherwise be fully mitigated by the measures prescribed in the Arroyo Seco Ordinance.
6.0 USES, LICENSES, BOOKINGS AND COMMITMENTS; NOTICES
OF EVENTS.
6.1 Authority Subject to Pasadena Municipal Code.
RBOC may enter into Contracts on behalf of City for activity within the RBOC Area, including but not limited to use agreements, licenses, bookings and commitment provided that all such Contracts shall conform to the standards and requirements set forth in Chapters 3.32 and, 4.08 and 4.09 of the Pasadena Municipal Code and any successor provisions as well as with all other applicable provisions of law and the Agreement.
6. 2 Ticket Policy. Tickets received by the RBOC for events shall be distributed according to a the ticket policy to be adopted by the RBOC. The City is hereby granted a license for the use of seating one (1) suite in the Terry Donahue Pavilion press box area of the Rose Bowl for the UCLA football season to be used by the City for economic or business development purposes. one (1) for suite number 326 on the identical terms and conditions and at the same cost provided to other licensees.
A copy of same currently in effect is attached hereto as Exhibit E. Included within this
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license are all event tickets customarily provided to suite licensees. In addition, the RBOC shall use its best efforts to secure an allocation of six two premium tickets for every Rose Bowl stadium event for each member of the City Council and four bowl seating tickets to UCLA football games, at face value, and in prime seating locations.
The City shall hasve no other right or entitlement to event tickets except that, on no less frequently than an annual basis, the City Manager and the General Manager shall may meet to discuss the needs of the City and the RBOC, their respective officers and staff for tickets and to set a reasonable allocation to meet said need, so that all additional allocations of tickets by the RBOC comply with the RBOC’s shall be on the basis of an adopted policy which recognizes that tickets are a public resource and are to be managed for the public benefit in a fashion which is equitable and which enhances, rather than detracts from, the reputation of the RBOC. City and RBOC shall be required to pay actual cost for all tickets made available.
6.3 Limitations Imposed by Bonded Indebtedness or Financing Leases.
RBOC understands and agrees that there currently are outstanding one or more financing leasesbonds relating to the Rose Bowl and improvements to the Rose Bowl, and it is possible that, in the future, refunding leases or new and additional bonds or other financing instruments financing leases covering the Rose Bowl or other RBOC Area properties may be entered into by the City with the consent of RBOC. RBOC agrees that the Agreement is subject to all of the provisions of all such existing leasesfinancing instruments and that the City shall continue to have access to RBOC property to the extent necessary to perform its obligations under any of such leases
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financing instruments and nothing in this Agreement shall isbe inconsistent with the foregoing.
6 .4 Access to facilities. The RBOC recognizes that the City requires reasonable access to the facilities in the RBOC Area, including, but not limited to, the Rose Bowl Stadium to carry out the oversight under this Agreement as well as other non-delegable duties. RBOC shall permit the City such reasonable access under the terms and according to a schedule which will be adopted by resolution of the parties and then attached hereto as Exhibit G. Other than as specified in Exhibit G,Notwithstanding the foregoing sentence, no one associated with the City in any capacity shall have access to the facilities without prior approval of the RBOC Chief Executive Officer (or his/her designee) unless he or she holds a ticket to an event or is a part of the RBOC's approved staff or volunteer force or work force.
Employees of the City and third parties designated by the City and approved by the RBOC, or its designee, shall be allowed access to the facilities for emergency and operational purposes.
7.0 STANDARDS OF PERFORMANCE.
7.1 Applicable Standard. The Applicable Standard shall mean that RBOC shall operate, and shall cause RBOC's subcontractors, concessionaires, vendors, licensees, users and others using the RBOC Area are as follows: for sporting events, to operate and use the Rose Bowl Stadium at a standard of performance and operation equal to or exceeding those of comparable major venuesarenas at which professional or collegiate football games are played; for other spectator events to operate and use
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the facilities at a standard of performance and operation equal to or exceeding those of comparable major facilities and suitable for televising and broadcasting; for other events to operate and use the facilities at a standard of performance and operation equal to or exceeding those of comparable major facilities; for golf courses and related facilities to operate and use the facilities at a standard of performance and operation of the highest quality and comparable to other similar publicly owned golf courses operations in southern California such as Marshall Canyon Country Club, located in La Verne, California, DeBell Municipal Golf Course, located in Burbank, California, and El Dorado Park Municipal Golf Course and Recreation Park Golf Course, located in Long Beach, California.
The purpose of the Agreement with respect to the Applicable Standard for bookings, performance or exhibition content, and City policies and guidelines which may be established pursuant to Section 8.2 hereof with respect to interior advertising, facility appearance and service to patrons and visitors, is to establish and require performance by all personnel operating in the RBOC Area which meets the Applicable Standard.
RBOC shall require by Contract that all contractors operating in the RBOC Area under RBOC operate to the Applicable Standard, and shall enforce such requirement against all contractors.
7.2 General Performance Standards.
7.2.1 Enforcement of Applicable Standard. RBOC shall require by Contract that all contractors operating in the RBOC Area under RBOC operate to the Applicable Standard, and shall enforce such requirement against all contractors.
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7.2.2 Maintenance Standard. RBOC shall maintain and preserve the RBOC Area, and any improvements thereto and any other areas not a part of the RBOC Area which are specified in Exhibit D, in accordance with maintenance standards equal to or exceeding the Applicable Standard. RBOC's responsibilities and duties with respect to the parking facilities shall arebe general maintenance including, but not limited to, care of the surface, resurfacing (including adding oil or aggregate on top of the asphalt), striping and signage (but excluding resurfacing necessitated by subsidence) and day to day sweeping of and litter removal from the parking facilities.
City isshall be responsible for regular street sweeping within the RBOC Area; however, the RBOC may sweep, at the City's expense, all streets in the RBOC Area and all streets that provide major ingress and egress to the RBOC Area if the City does not sweep them on a regular basis or sufficiently to keep them free of debris and litter.
RBOC isshall be responsible for performing and paying for the cost and expense of trash removal and sweeping public walkways and sidewalks within the RBOC Area to the extent RBOC and City reasonably determine that extraordinary debris results from patrons of the RBOC Area. RBOC shall maintain all furnishings, fixtures and equipment in the RBOC Area to the Applicable Standard, but in any event not less than maintenance standards and requirements set forth in applicable manuals and specifications provided by equipment manufacturers and suppliers. RBOC shall maintain the RBOC Area and landscaping thereof to the Applicable Standard. RBOC shall maintain all rose gardens in the RBOC Area to the Applicable Standard.
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7.2.3 Contemporary Community Standards. RBOC shall comply with the Applicable Standard in advertising, and promoting events at the RBOC Area and in all other aspects of its management and operation pursuant to the Agreement.
RBOC agrees that events booked at the RBOC Area will be of a quality that comparable managers would be willing to book at other arenas meeting the Applicable Standard.
Although RBOC may not grant or deny any concession, license, access or any other benefit or Contract based upon the subject matter or content of an event or upon any other impermissible classification, RBOC is not required to grant any concession, license, access or any other benefit or Contract for activity, speech or conduct which violates contemporary community standards or is otherwise prohibited by law.
7. 2.4 Alcohol. RBOC shall hasve the right to dispense and permit consumption of alcohol, and to advertise alcohol and other products, and to present entertainment and permit dancing. However, said rights may be further restricted by City without any compensation to RBOC, provided that City does so by way of an ordinance or resolution adopted by the City Council that is generally applicable to all open space districts or to all dedicated parkland or to all businesses operating within the City. RBOC may impose more stringent restrictions if it deems advisable.
City and RBOC agree to meet and confer from time to time for purposes of developing and maintaining effective alcohol management, noise and crowd control programs for the RBOC Area, and RBOC agrees to cooperate with City in citywide efforts designed to address the problems of alcohol abuse.
7.3 Specific Performance Obligations.
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7.3.1 Punctual Payment. RBOC shall duly and punctually pay or cause to be paid its obligations, as provided in writing, to the City hereunder, if any, in strict conformity herewith. Conversely, City shall duly and punctually pay or cause to be paid its obligations, as provided in writing, to the RBOC hereunder, if any, in strict conformity herewith.
7.3.2 Discharge Claims. RBOC shall timely discharge or provide for the discharge of all claims which it has authorized or incurred for labor, materials and supplies furnished for or in connection with the RBOC Area.
7. 3.3 Non-discrimination in Access. RBOC shall operate and manage the RBOC Area without discrimination as to race, religious creed, color, national origin, ancestry, handicap, sex, age or any other impermissible classification.
7. 3.4 Accessibility.
7.3.4.1 General Standards. RBOC shall maintain the
accessibility features of the RBOC Area, of the Rose Bowl, and equipment on site that promotes equal opportunity for participation by individuals with disabilities, and shall continue to develop and implement procedures for providing an equal opportunity for individuals with disabilities to participate in or benefit from the use of Rose Bowl services and programs in accord with federal and state law.
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BOC shall insure that its employees, contractors and licensees are aware of accessibility features and are prepared to provide assistance as required by individuals with disabilities during Rose Bowl events.
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In its overall effort to market Rose Bowl events to the public, RBOC shall include information and require licensees to include information about the accessibility of the event, and provide a telephone number where the public may call for information about accessibility and to request those accommodations for which preparation may be necessary by RBOC.
7.3.4.2 Press Box Accessibility. RBOC has been informed that City is subject to the terms of a stipulated judgment relating to the accessibility features of the Rose Bowl Press Box arising from a case entitled Kilgour, et al. v. City of Pasadena, et al., USDC Case No. CV-92 5545, and RBOC agrees to abide by the terms of said judgment. RBOC agrees that it shall not, on the basis of disability, deny any qualified individual with a disability the opportunity to participate in or benefit from any aid, benefit or service provided by RBOC under the Agreement.
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o the extent that the Agreement provides RBOC with access to or control over the Press Box portion of the Rose Bowl, RBOC agrees that guests or patrons with disabilities (other than members of the media) who are invited to sit as spectators on level 2 of the Press Box (the designated media level) by RBOC shall be given top priority for use of accessible seating in the center portion of level 2, and RBOC will use its best efforts to allow such persons with disabilities to be seated with their party or group. Media persons with disabilities, including camera persons with appropriate media credentials, shall also be accommodated in the center portion of level
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RBOC agrees to maintain all accessibility features of the Rose Bowl Press Box including, but without limitation, wheelchair lifts on both wings of the Club Suite level, working counters at a height appropriate for individuals in wheelchairs for, at a minimum, the entire area between the forty yard lines on the designated media level, compliance of all water fountains and other amenities with the building code requirements with regard to accessibility for persons with mobility disabilities.
RBOC further agrees that the roof level of the Press Box, containing a security and operations booth, shall be used primarily as an observation and command gallery for security personnel.
7.3.4.23 Accessibility Provisions Binding Upon Users.
RBOC shall insure that the provisions of Section 7.3.4 are contained in all agreements and Contracts for use of the Rose BowlRBOC Area contain requirements regarding accessibility consistent with all applicable local, state or federal laws.
7.3.5 Enforce Rules. RBOC shall enforce the rules and regulations which shall be established governing the use and operation of RBOC Area as provided in the Agreement.
7. 3.6 Governmental Regulations. RBOC shall duly observe, conform to and comply with all valid requirements of any governmental authority relative to the RBOC Area or any part thereof and shall require all persons using the RBOC Area or attending events therein to conform to and comply with such requirements.
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7.3.7 Operation. RBOC shall operate and manage the RBOC Area in an efficient and economical manner, and City and RBOC shall cooperate to that end.
7. 3.8 Historic Structure and Capital Improvements. RBOC shall undertake all restoration, renovation and new construction in a manner that does not jeopardize the status of the Rose Bowl as a National Historic Landmark. RBOC shall not undertake any capital improvements within the RBOC Area except for approved expenditures pursuant to a budget submitted to and approved by the City pursuant to Section 11.
7. 3.9 Joint Meeting. Not less than annually, during the first or second month of the calendar year, RBOC and City shall schedule a joint meeting.
During this meeting, the following items will be reviewed:
(a) Annual Goals and Objectives Statement with specific measurable indicators.
(b) Annual Report which documents statements of revenue and expenses and details utilization by type of function. (c) Annual marketing plans for the RBOC Area which reflect the specific performance goals and objectives of the operation. Other items of discussion will include Economic Impact Report and items of special interest.
7.3.910 Reporting to the City. To maintain adequate oversight of the RBOC by the City, the RBOC shall:
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(a) present information during the annual operating budget review, regarding anticipated adjustments inincluding salary and benefit line-items of RBOC employees;
(b) report to the City Council through the General Manager and/or Board Chair on a quarterly basis; and
(c) submit monthly quarterly program updatesfinancial
information to the City's Finance Director to be included in the Quarterly Financial Monitoring Report submitted to the City Council Finance Committee.
8. 0 CONTROLS TO BE EXERCISED BY THE CITY . In addition to those required by federal, state or local laws, the following controls shall be exercised by City:
8 .1 Charges. RBOC shall recommend a schedule of maximum and minimum fees, price, use or other charges, including cost reimbursement, to be charged persons and organizations for activity within the RBOC Area including any special or discounted rates for City or not-for-profit sponsored events. Such schedule, and subsequent changes thereto, shall be filed with City for its approval by resolution as required by Chapter 3.32 of the Pasadena Municipal Code or any successor provisions.
Use charges shall be within the limits of said schedule as approved by City, unless, at the discretion of RBOC exercised in a manner consistent with said Chapter, a discounting of said schedule offers a significant marketing advantage in booking an event which is likely to produce positive economic impact. 8 .2 Policies and Procedures. RBOC shall establish maintain a series of reasonable operating policies and procedures which individually will govern various
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aspects of the operation such as administrative functions, advertising, sales policies, maintenance and repair and reasonable time, place and manner standards on activity to protect the public health, safety and welfare and to resolve conflicting demands for the use of space.
8.3 City Approval Defined. Wherever in the Agreement the approval of City is required, RBOC shall file the appropriate material with the City Clerk for transmittal to the City Council as an agenda item of regular business, with notice of any action proposed to be taken in connection therewith and the requested deadline for any such actions. The City agrees to consider the submitted material as soon as reasonably practicable and to take whatever legislative action is necessary to reflect its decision.
9 .0 TERM OF AGREEMENT. Subject to other provisions for termination contained elsewhere in the Agreement, the term of the Agreement shall continue unless and until terminated by the City Council pursuant to Section 24 belowbe for a period of twenty five (25) years, commencing as of the date of this Agreement and ending July 1, 2020.
10.0 RECORDS AND ACCOUNTS. RBOC shall keep a set of double entry books of records and accounts conforming to generally accepted accounting principles in which complete and correct entries shall be made of all transactions relating to activity within the RBOC Area and which shall include documentation necessary to support all entries in said books. The RBOC must maintain its own accounting systems,
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or contract for such service with the City or other providers in the RBOC’s sole discretion.
11.0 BUDGET, YEARLY PAYMENTSCAPITAL IMPROVEMENTS, TAXES.
11.1 Budget and Accounting. Annually, and concurrently with the preparation of City's budget, RBOC shall prepare and submit to City for City's approval an estimate of receipts and budget of proposed expenditures during the ensuing fiscal year.
A
t least annually, at the end of the fiscal year, RBOC shall providemake a financial statement to City in accordance with Generally Accepted Accounting Principles.and shall pay to City the portion of net revenue, if any, from the operation and use of the RBOC Area remaining after the payment of expenses and costs, if any, for maintenance, operation or management, and any other expenses It is expected that remaining revenues will be set aside for , and after providing maintenance, operation, bond and capital improvement reserves as set forth in Exhibit D. The RBOC agrees to pay to the City $75,000 annually for services of the City Attorney’s Office.
11.2 Capital Improvements. RBOC shall also submit, in accordance with the City's budget calendar, an annual update of the a five yearfive-year Capital Improvements Program for the RBOC Area which follows the format used in the City's C.I.P. document. The City shall also include the RBOC’s total unfunded C.I.P. in the City’s overall unfunded C.I.P (currently listed with Public Works) list that is reviewed annually by the City Council.
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11.2 City Payment of Taxes. It is recognized RBOC is
undertaking the Agreement and the duties hereunder and that all calculations have been made upon the assumption that no taxes will be payable by RBOC. In accordance with this assumption, City agrees to pay for and on behalf of RBOC all state, local and federal taxes for which RBOC shall become liable. If requested by City, RBOC will cooperate in any lawful means of resisting or contesting such taxes for which RBOC shall become liable. If requested by City, RBOC will cooperate in any lawful means of resisting or contesting such taxes which City is agreeing to pay hereunder or of recovering the same after payment thereof by City. As used above, "local taxes" shall means taxes and assessments of every kind and nature, excepting local business license fees, if any, levied and collected by the City of Pasadena or the County of Los Angeles or by an authority, district or other local agency; "state taxes" shall means taxes and assessments of every kind and nature, if any, levied and/or collected by the State of California or any department or agency thereof, excepting state sales tax; "federal taxes" shall means taxes and assessments of every kind and nature, if any, levied and/or collected by the United States of America or any department or agency thereof.
12. 0 FINANCIAL AND CONFLICT OF INTEREST. No officer, director, or employee of RBOC shall have any financial interest in any Contract made by RBOC which is prohibited by law. Said prohibition shall not prevent any officer, director or employee of RBOC from serving as an officer, director or employee of any nonprofit corporation or association entering into a Contract with RBOC. However, at no time
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shall more than one-half of the members of the Board of Directors of RBOC be officers, directors or employees of any such nonprofit corporations or associations. RBOC directors, officers and employees shall comply with all of the requirements of the law which controls conflicts of interest of public officials through disclosure of financial interests and prohibition of participation in the making of decisions in which an official knows or has reason to know he or she has a financial interest. No member of the RBOC Board of Directors can serve on the Board of the Rose Bowl Legacy Connections Foundation.
13.0 THE PUBLIC'S RIGHT TO INFORMATION. RBOC shall comply with the open meeting requirements of the Ralph M. Brown Act, California Government Code Section 54950, et seq. and the Public Records Act, California Government Code Section 6250, et seq. and all successor statutes and provisions.
14.0 ASSIGNMENT. RBOC shall not assign the Agreement, or any part thereof, without prior written consent of the City Council.
15. 0 SPECIAL COVENANTS OF PASADENA CONTRACTORS.
15.1 Affirmative Action; Fair Equal Employment Practices.
15.1.1 RBOC shall comply fully with City's Affirmative Action in Contracting Ordinance (Pasadena Municipal Code Section 4.08.035 (Equal employment opportunity-Non-Discrimination Certificate), Chapter 4.09), as amended from time to time, and the rules and regulations promulgated thereunder, and to this end:
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15.1.2 RBOC certifies and represents that, during the performance of the Agreement, RBOC and any other parties with whom it may contract shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, disabilityhandicap, sex, or age, medical condition or marital status. RBOC further certifies that it will not maintain any segregated facilities.
15.1.3 RBOC shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of RBOC state that RBOC is an "Equal Opportunity--Affirmative Action Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap disability, sex, or age, medical condition or marital status.
15.1.4 RBOC shall, if requested to do so by City, certify that it has not, in the performance of the Agreement, discriminated against applicants or employees because of their race, religious creed, color, national origin, ancestry, disability, sex, age, medical condition or marital statusmembership in a protected class.
15.1.5 If requested to do so by City through its awarding authority or its Director of Affirmative Action, RBOC shall provide City with access to and copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.
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15.1.6 RBOC shall recruit vigorously and encourage businesses owned and controlled by persons who are members of protected classes to bid subcontracts.
15.1.67 RBOC agrees to recruit Pasadena residents initially and to give them preference, if all other factors are equal, for any new positions which result from the performance of this Contract and which are performed within the City of Pasadena.
15. 1.78 Nothing contained in the Agreement shall can be construed in any manner so as to require or permit any act which is prohibited by law.
15. 1.89 RBOC shall include provisions 15.1.1 - 15.1.78, inclusive, of the Agreement in each of its Contracts, except that the RBOC may agree to modify Section 15.1.6, relating to local preference, where it is in conflict with federal or state laws or regulations.
15.2 Maintenance and Inspection of Records. City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of RBOC's records to the extent City deems necessary to insure it is receiving all money to which it is entitled under the Agreement and/or is paying only the amounts to which RBOC is properly entitled under the Agreement or for other purposes relating to the Agreement.
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BOC shall maintain and preserve all such records for a period of at least 3 years after termination of the Agreementconclusion of each yearly RBOC financial statement audit.
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RBOC shall maintain all such records in the City of Pasadena. If not, RBOC shall, upon request, promptly deliver the records to the City of Pasadena or reimburse City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Pasadena, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals and overhead.
15.3 Conflict . RBOC hereby represents, warrants and certifies that no member, officer or employee of RBOC is a director, officer or employee of the City of Pasadena, or a member of any of its boards, commissions or committees, except to the extent permitted by law.
16. 0 REMEDIES. Upon the occurrence of an Event of Default, the City's obligations under the Agreement shall terminate. Upon the occurrence of an Event of Default, City shall hasve the right (whether or not any receivership or other proceedings shall have been commenced or completed) to take possession of the RBOC Area.
Effective upon the occurrence of an Event of Default, RBOC hereby assigns to City all of RBOC's rights, title and interests in and to all Contracts, permits, payment or performance bonds, material and labor bonds, rights, obligations and insurance policies relating to the RBOC Area; provided, however, that this assignment shall not impose upon City any of RBOC's obligations under such Contracts, permits, bonds, or policies, which do not conform in every respect to the requirements of the Agreement.
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17.0 GOVERNING LAW. The Agreement, and the rights and duties of the parties hereunder (both procedural and substantive), shall arebe governed by and construed according to the laws of the State of California.
18. 0 SEVERABILITY. Any provision of the Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions or effecting the validity or enforceability of such provision in any other jurisdiction.
19. 0 DUPLICATE ORIGINALS. There shall be two (2) fully signed copies of the Agreement, each of which shall isbe deemed an original.
20.0 HEADINGS. Section and other headings in the Agreement are for convenience of reference only and shall not constitute a part of the Agreement for any other Purpose.
21. 0 NOTICES. All notices, certificates, requisitions or other communications in connection with the Agreement shall be sufficiently given and shall be deemed to have been received upon the earlier of actual receipt or three days after deposit in the United States mail, first class, postage prepaid, to City or the Association, as the case may be, at the following addresses:
If to City:
City of Pasadena
100 North Garfield Avenue
Pasadena, California 91109
Attention: City Manager
If to RBOC:
Rose Bowl Operating Company
Rose Bowl
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1001 Rose Bowl Drive
Pasadena, California 91103
Attention: General Manager
22.0 SUCCESSORS AND ASSIGNS. The Agreement is a continuing obligation and shall isbe binding upon City and RBOC and their respective successors, transferees, and assigns, and shall inures to the benefit of and be enforceable by City and RBOC and their respective successors, transferees, and assigns, provided, however, that RBOC may not assign all or any part of the Agreement without the prior written consent of City.
23. 0 FURTHER ASSURANCES. Each of the parties hereto shall execute or cause to be executed any and all further instruments and perform or cause to be performed any and all further acts as may be necessary or proper to carry out the purposes of the Agreement.
24. 0 TERMINATION.
24.1 In an "Event of Default" by either party, the other party may declare a default and terminate this Agreement by written notice of intent to terminate to the defaulting party as specified herein. The notice shall specify the basis for the Event of Default. The Agreement shall terminate sixty days from the date of the notice unless such default is cured before the effective date of termination.
24.2 Termination for an Event of Default shall relieve the terminating party of further liability or responsibility under this Agreement as of the date of termination, except for those liabilities and responsibilities specified in Section 4 and
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otherwise required to effect a transition back to City control and otherwise to protect and to safeguard public property and assets.
24.3 Without an Event of Default, the City may only terminate the Agreement after conducting a public hearing at which the City Council votes to wind up and dissolve the Rose Bowl Operating Company and undertake all necessary legal actions to effectuate such, which in no event shall provide less than one year of notice to the RBOC. Nothing herein waives the authority of the City Council to seek to amend this Agreement or take any other lawful action affecting the RBOC or City owned property.
25.0 EVENT OF DEFAULT. The occurrence of any of the following shall constitutes an "Event of Default" hereunder:
25.1 Without the application or consent of RBOC, a receiver, trustee, custodian or similar officer shall isbe appointed for RBOC or for any substantial part of RBOC's property, or any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation, or similar proceedings under the laws of any jurisdiction shall beare instituted (by petition, application, or otherwise) against RBOC.
2 5.2 RBOC shall admits in writing its inability to pay its debts when due, or make an assignment for the benefit of creditors, or apply for or consent to the appointment of any receiver, trustee, custodian, or similar officer for RBOC for any substantial part of RBOC's property, or institute (by petition, application or otherwise) or consent to any bankruptcy, insolvency, reorganization, arrangement, readjustment of
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debt, dissolution, liquidation, or similar proceedings under the laws of any jurisdiction or otherwise authorize action to approve any of the foregoing.
25.3 RBOC shall dissolves or shall commences any action or proceeding which seeks as one of its remedies the dissolution of RBOC.
25. 4 Any representation or warranty of RBOC contained in the Agreement shall proves to be false or misleading in any material respect when made.
25.5 RBOC shall fails to keep in force and effect any permit, license, bond, insurance policy, consent, or approval required under the Agreement provided, however, that such failure shall does not constitute an Event of Default if RBOC promptly notifies City of its intention to cure such default and in fact cures such default within the cure period specified.
25. 6 Either party shall fails to perform or observe any term, covenant, or condition contained herein (and not otherwise specified as an Event of Default) including, but without limitation, any action beyond the limitations set forth in Section 3.4 or 6.3 of the Agreement; provided, however, that such failure shall does not constitute an Event of Default if the defaulting party promptly notifies the other party of its intention to cure such default and in fact cures such default within the cure period specified.
26. 0 NO ESTATE. This Agreement does not give RBOC any interest, title, leasehold, estate or right of any kind or extent whatsoever, whether legal or equitable, prescriptive or otherwise, no matter how long this Agreement runs. RBOC agrees that it will not claim at any time any interest, title, leasehold or estate in the RBOC Area, or
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any part thereof, by virtue of this Agreement or by virtue of performance under this Agreement.
27.0 ENTIRE AGREEMENT. The Agreement, along with Exhibits and all documents referenced herein, is the complete and exclusive statement of the agreement between the parties hereto with respect to management and operation of the RBOC Area, which supersedes and merges all prior proposals, understandings, and other agreements, whether oral, written, or implied in conduct, between the parties relating to the subject matter of the Agreement. The Agreement may not be modified, amended, or altered except by a written instrument duly executed by the parties hereto.
28. RB
OC FOUNDATION. A foundation, the Rose Bowl Foundation
("Foundation"), may has been established for charitable purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.
The RBOC shall insure, through administrative, contractual or fiscal c
ontrols, the following: (a) Funds shall not be raised for the Foundation in a manner which will foreseeably decrease revenues to or for the RBOC or the City. (b) The Foundation shall not use, or allow the use of the Rose Bowl name, or the Foundation name, in a fashion which competes or conflicts with the use of the name by the City, RBOC, Tournament of Roses Association or any entity with any trademark, licensing or contract right thereto. (c) The Foundation shall comply with all procedures and processes required of it by law governing the expenditure of any government funds which it might receive and with all open meeting and conflict of interest laws to the
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extent they are determined applicable to the Foundation. (d) The Foundation shall not incur any single debt in excess of $75,000 without the consent of the City Council. (e) The Foundation shall not undertake any action or adopt any policy which would make the City ineligible to apply to the Foundation for project or program funding consideration on equal footing with any other applicant. (f) No substantial part of the activities of the Foundation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Foundation shall not participate in or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office. (g) All Foundation property shall be irrevocably dedicated to charitable purposes. No part of the net earnings of the Foundation shall inure to the benefit of any of its directors, trustees, officers, private shareholders or members, or to individuals. (h) On the winding up and dissolution of the Foundation, after paying or adequately providing for the debts, obligations, and liabilities of the Foundation, the remaining assets of the Foundation shall be distributed to the RBOC or to the City of Pasadena.
29. ROSE BOWL NAMING RIGHTS. The City hereby delegates to the RBOC the right to offer naming recognition for features of the Rose Bowl Stadium on the terms and conditions set forth herein.
29.1.1 Any inventory within the fence line, at pricing to be set by the RB
OC. T, except that the RBOC securedwill seek Council approval of naming rights any pledge amount for the field, and will return to the Council for any change to or
46 V1YBU2IG0D2H4M
extension of field naming rightsif RBOC determines to seek such a naming right opportunity.
29.1.2 The specific, Rose Bowl Stadium features outside of the fence line but within the "RBOC Area" as defined in the Agreement, delegated to the RBOC for naming recognition, and their corresponding pricing guidelines, are "Area H," the "Parkway Entrance (‘Court of Champions’)," and "Donor Plaza,". The RBOC may seek additional naming rights outside of the fence line from the Council as set forth in "Exhibit A," as may be amended from time to time, and which is attached hereto and incorporated by this reference.
29.2 All naming recognition shall be consistent with the following agreements, including, but without limitation, any approval rights in those agreements:
(1) Article 9 of the Amended and Restated Master License Agreement No. 20,502, including any amendments thereto, by and between the City of Pasadena and the Pasadena Tournament of Roses Association (“Tournament of Roses”); (2) sections 12(b) and 21(h) of the Restated Rose Bowl Agreement No. 20,501, including any amendments thereto, by and between the Rose Bowl Operating Company (“RBOC”), as agent for the City of Pasadena, and The Regents of the University of California, on behalf of the University of California, Los Angeles ("UCLA"); and (3) any applicable provisions of any marketing and media rights contract to which the RBOC is a partysections 2.01, 5.08 and A.2.01.01 and Exhibit B of Agreement to License Rose Bowl Stadium Properties No. 20,540, and any amendments thereto, by and between the RBOC, as agent for the City of Pasadena and ISP Sports, LLC. Further, no naming
47 V1YBU2IG0D2H4M
recognition may detract from the status of the Rose Bowl as a historic landmark stadium, and home to the Rose Bowl Game. Further, no naming recognition may detract from the status of the Stadium as UCLA's home field and all signage used for naming recognition shall be designed consistent with the Stadium's master plan and design criteria.
29.3 Naming recognition shall be in effect for a defined term and does not bestow any rights to the donor in perpetuity. The term of the naming opportunities shall run concurrently with the 30-year lease periods provided to the Tournament of Roses and UCLA but in no event shall extend beyond January 1, 2045.
29.4 All naming recognition shall be the subject of a written agreement between the RBOC and the prospective donor, or with any entity representing a prospective donor or presenting a donation, consistent with the terms of this Amendment, at least forty-five (45) days prior to the public announcement of the naming. The approval of the designated UCLA official and the RBOC General Manager shall isbe required prior to entering into any such naming recognition agreement.
29.5 Gifts may be made in installments over a period not to exceed seven (7) years, in accordance with the written agreement between the donor and the RBOC; provided, however, the RBOC may, on a case-by-case basis, approve an extended time period by providing such approval in writing. In the event a donor breaches the terms of the written agreement or fails to provide full payment within the period agreed to, then the donor shall be declared in noncompliance, any naming rights shall automatically terminate and the RBOC may pursue all appropriate legal remedies.
48 V1YBU2IG0D2H4M
29.6 Naming recognitions once agreed to by both parties shall not be changed or amended by the donor. If a facility or area bearing the naming recognition is demolished, destroyed, redeveloped, or substantially changed, the RBOC or its successor shall present to the donor replacement naming options of similar quality or location.
29.7 The RBOC may, after consultation with Legacy, remove plaques or other signage containing the name, logo or other identifying mark of a person, corporation, or other entity (the “Named Person”) if it finds that that Reasonable Cause exists with respect to such Named Person. For purposes of illustration, “Reasonable Cause” is defined as:
a. the reasonable belief of the RBOC that the Named Person has committed any crime;
b. the reasonable belief of the RBOC that the Named Person has committed any act involving moral turpitude;
c. the arrest, charge or indictment of the Named Person or a formal inquiry into any allegation that the Named Person has committed a crime or has committed any act involving moral turpitude;
d. the reasonable belief of the RBOC that the Named Person has engaged in any act of fraud, dishonesty, misappropriation, misfeasance or any other similar act of misconduct;
e. the reasonable belief of the RBOC that the Named Person has engaged in willful, reckless or negligent behavior which has, or may reasonably be
49 V1YBU2IG0D2H4M
expected to have, an adverse effect on the operations, financial condition or reputation of the Stadium, the City, the RBOC, the City Trademarks, the Association's Trademarks or Legacy Connections (“Legacy”);
f. the reasonable belief of the RBOC that the Named Person has failed to carry out the lawful directives of Legacy or the RBOC, or the Named Person's repeated non-attentiveness to or repeated failure to carry out the Named Person's obligations pursuant to the Named Person's donor agreement, name recognition agreement or Agreement No. 21,503 between RBOC and Legacy; g. the reasonable belief of the RBOC that the Named Person has engaged in any transaction with the Stadium, the City, the RBOC or Legacy involving a conflict of interest or self-dealing, without the prior written consent of the RBOC General Manager; or
h. the reasonable belief of the RBOC that the Named Person has engaged in conduct materially adverse to the interests of the Stadium, the City, the RBOC, the City Trademarks, the Association's Trademarks or Legacy.
29.8 All requests for designation of a naming recognition shall be dealt with in the strictest of confidence by all parties involved in the process until the naming is publicly announced in accordance with the donor's wishes.
29.9 The RBOC shall determine the amounts of gifts required in consideration for specific naming opportunities so long as the amount is within the range of values approved by the RBOC.
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IN WITNESS WHEREOF, the parties have caused the Agreement to be duly executed and delivered by their respective duly authorized officers and representatives as of the date first above written.
DATED: CITY OF PASADENA
By:_______________________
[name]
City Manager
ATTEST:
_______________________ ROSE BOWL OPERATING
[name] COMPANY
City Clerk
By:______________________
[name]
[title]
APPROVED AS TO FORM:
__________________________
[name]
Assistant City Attorney
__________________________
[name]
Purchasing Administrator
51 V1YBU2IG0D2H4M
i
V1YBU2IG0D2H4M
E X H I B I T A
(Section 1.0)
SITE PLAN OF RBOC AREA
ii
V1YBU2IG0D2H4M
EXHIBIT “A”
Map Depicting Displacement Event Area
NEW BUSINESS
1. BUDGET WORKSHOP-FY2025 RECOMMENDED OPERATING BUDGET
A. PASADENA CENTER OPERATING COMPANY (PCOC)*
B. PASADENA COMMUNITY ACCESS CORPORATION BOARD (PCAC)*
C. CITY MANAGER’S OFFICE-ECONOMIC DEVELOPMENT AND
WORKFORCE INVESTMENT BOARD*
A. PASADENA CENTER OPERATING COMPANY (PCOC)*
Pasadena Center Operating Company
(PCOC)
FY 2025 Recommended Budget
Economic Development & Technology Committee
May 9, 2024
1 Mission Statement
The mission of the Pasadena Center Operating
Company (PCOC) is to promote Pasadena as a
meeting and travel destination in an effort to maximize economic impact through the development of
meetings, conventions, entertainment events and
tourism by providing professionally managed facilities
and first-class service.
2 Pasadena Center Operating Company
3 Operating Revenue History By Source
FY 2022 FY 2023 FY 2024 FY 2025 %
Actual Actual Revised Recommended change
Revenue
Convention Center & Civic 4,531,000$ 7,690,000$ 7,610,000$ 7,770,000$ 2.1% Parking Garage 1,232,000 2,028,000 2,000,000 2,100,000 5.0% Ice Skating 2,797,000 3,165,000 3,100,000 3,200,000 3.2% Total Operating RevenueTotal Operating Revenue 8,560,000 12,883,000 12,710,000 13,070,000 2.8% Transient Occupancy Tax 9,751,000 11,300,000 11,700,000 12,060,000 3.1% Tourism BID Assessment 3,189,000 4,030,000 4,000,000 4,120,000 3.0% Interest Earnings 24,000 102,000 275,000 300,000 9.1% Other Funding Source 2,605,000 - - - Total Revenue 24,129,000$ 28,315,000$ 28,685,000$ 29,550,000$ 3.0% Transfer from Reserve (for CIP) - - 2,500,000 1,000,000 Pasadena Center Operating Company
4 Expense History By Cost Category
FY 2022 FY 2023 FY 2024 FY 2025 % change
Actual Actual Revised Recommended
Expenses
Convention Center & Civic 4,881,000$ 6,689,000$ 8,141,000$ 8,973,000$ 10.2% Parking Garage 142,000 312,000 400,000 380,000 -5.0% Ice Skating Center 1,312,000 1,756,000 1,990,000 2,137,000 7.4% Loans 322,000 169,000 275,000 275,000 0.0% Center Expenses 6,657,000 8,926,000 10,806,000 11,765,000 8.9% Convention Vistors Bureau 2,235,000 3,242,000 3,750,000 4,067,000 8.5% Total Operating Expenses 8,892,000 12,168,000 14,556,000 15,832,000 8.8% Debt Service 10,899,000 11,300,000 11,700,000 12,060,000 3.1% Total Expenses 19,791,000$ 23,468,000$ 26,256,000$ 27,892,000$ 6.2% Capital Improvement Project 550,000 750,000 2,500,000 1,000,000 FTEs 50 98 98 98 5 Pasadena Center Operating Company
o Revenues are expected to grow by 3.0% over FY 2024 budget o Expenses will grow to meet event demand and inflation (6.2%) o TOT and TBID funding expected to grow by 3%
o TBID 1% increase to fund Rose Bowl Stadium sales and marketing o After years of significant growth, Ice Rink revenue and participation are leveling off. Revenues remain strong
o Anticipated transfer to reserves of approximately $650K after CIP Significant Changes From FY 2024 Budget
Pasadena Center Operating Company
Key Issues
o Anticipate TOT will meet debt service payment short of $500K allowance
o Hotel occupancy outlook is flat to 2024, rates are projected to remain strong. Business travel has not yet recovered to 2019 levels o AC Hotel to open in January adding ~190 rooms to inventory o Anticipate additional TBID from Short-Term Rentals based on compliance and remittance from owners
o Ongoing short-term and long-term CIP needs
6 FY 2025 Key Issues and Strategies
Pasadena Center Operating Company
7 Strategies
o Continue to solicit high end convention and entertainment events o Increased spending on leisure advertising to better compete for visitor dollars as hotel occupancy falls/flattens
o Special focus on Big 10 markets to capture new visitors o Continue to partner with Visit California to leverage sales and marketing opportunities at co-op rates
o Coordinate with local hotel community to increase Pasadena’s presence at key industry business event tradeshows
o Collaborate with City of Pasadena Economic Development and local business improvement districts to strengthen the vitality of the city’s unique culinary and retail offerings
o Continue a robust CIP to ensure long-term success of the Convention Center, Civic Auditorium, and Ice Skating Center
FY 2025 Key Issues and Strategies
B. PASADENA COMMUNITY ACCESS CORPORATION BOARD (PCAC)*
Pasadena Community Access
Corporation (PCAC)
FY 2025 Recommended Budget
Economic Development Technology
Committee
May 9, 2024
Pasadena Community Access Corporation
Background
2 • PCAC (“Pasadena Media”) is one of City’s three Operating Companies
• Serves as umbrella organization for Pasadena’s PEG Stations:
Arroyo -- Public Access
KLRN & PCC-TV -- Education Access
KPAS -- Government Access
Pasadena Community Access Corporation
Purpose and Function
• Provides community access to local cable TV
• Operates studio for producing & cablecasting PEG
programming
• Staffs KPAS & creates government info programming,
including live Council meetings, press conferences,
public service announcements, special events, &
emergency info
• Provides training, resources and facilities for the public to successfully produce their own TV programs
• Serves as City’s official administrator and disbursing entity for 1 Percent PEG fee collected from cable providers
• Oversees & administers all policies, regulations, rules and procedures for use and scheduling of local access
channels
3 Pasadena Community Access Corporation
FY 2024 Accomplishments
• Winner of Several Awards for Programming
> ACM West WAVE Awards for coverage of the Adaptive
Sports Festival and the Pasadena Public Health
Department documentary
• Continue to Address Compensation Deficiencies
> Raised minimum wage to $19/hr, 6% salary market
adjustments
• Addressed Current Service Needs
> Expanded meeting coverage to include commission
meetings held at Robinson Park Recreation Center
> Expanded community media training curriculum
4 Pasadena Community Access Corporation
Operating Expense History by
Category
5 Expenses FY 2021
Actuals
FY 2022
Actuals
FY 2023
Actuals
FY 2024
Projected
FY 2024
Adopted
FY 2025
Proposed
Personnel $678,455 $699,379 $772,228 $773,357 $823,564 $882,292 Occupancy $210,251 $209,135 $192,571 $210,852 $226,485 $225,546 Services &
Supplies $77,317 $91,588 $95,001 $119,628 $93,951 $98,162 Total $966,023 $1,000,103 $1,059,800 $1,103,837 $1,144,000 $1,206,000 FTEs 12 10 11 12 12 12
Pasadena Community Access Corporation
Operating Revenue History by Source
6 Sources FY 2021
Actuals
FY 2022
Actuals
FY 2023
Actuals
FY 2024
Projected
FY 2024
Adopted
FY 2025
Proposed
General
Fund $967,000 $967,000 $1,052,000 $1,095,000 $1,095,000 $1,155,000 Production
Services $32,683 $45,956 $30,765 $40,000 $32,000 $33,600 Programs /
Membership $14,952 $14,907 $10,959 $12,846 $17,000 $17,400 Emergency
Reserve -$48,563 $ -- $ -- $ -- $ -- $ --
Total $966,072 $1,027,863 $1,093,724 $1,147,846 $1,144,000 $1,206,000 Pasadena Community Access Corporation
1% PEG Fee
• By State Law, cable companies collect 1 percent “PEG
Fee” from cable television subscribers
• Fee is restricted for capital improvements & equipment to benefit all four local channels & PEG system (not
operating)
• Since FY20, PEG fees fell from $250k to $238k (~-2.5%/yr) • City retains 20 percent of PEG monies
• FY24 funded projects include ENG cameras, laptops, and intercoms for PCAC and a production flypack for KLRN
7 FY 2023
Actual
FY 2024
Adopted
FY 2025
Recommended
PEG Fees Received
by PCAC $185,956 $190,000 $170,000
Pasadena Community Access Corporation
Significant Changes from FY 2024
Budget
• Increased Personnel Costs ($58,728)
> Raise minimum wage to $20/hr
> 3% COLA at Jan. 2025
> Benefits cost increase
• Decreased Occupancy Costs (-$939)
> Renewed lease less costly than projected
• Increased Services & Supplies ($4,211)
> Increases in auditing/accounting fees, vehicle
maintenance costs, etc.
8 Pasadena Community Access Corporation
FY 2025 Priorities
• Increased City media needs
> Increasing committee and commission coverage
> Continue to expand partnerships with departments
• Increased community usage, services and fees
> Increasing in-person training offerings, equipment
checkout, main studio and podcast studio usage
> Expanding community outreach w/social media, in-
person events and other efforts
> Increased membership fees to better reflect value
• Diversify funding
> Increase fee-for-service, underwriting and donation
efforts
> Grants
9 C. CITY MANAGER’S OFFICE-ECONOMIC DEVELOPMENT AND WORKFORCE INVESTMENT BOARD*
City Manager Office
Economic Development Division
Foothill Workforce Development Board
FY 2025 Recommended
Operating Budget
Economic Development & Technology Committee
May 9, 2024
Economic Development Division
Division Overview
• Economic Development Division encourages business
investment opportunities & supports business retention & attraction activities
• Economic Development Division manages the Foothill
Workforce Development Board to ensure businesses
have access to qualified & employable talent
2 Economic Development Division
FY 2024 Accomplishments
• Economic Development Strategic Plan
> Completed two of three phases of economic development strategic plan
• Awarded Federal Earmark from Congressmember Chu
for $1.5M to support the Dine Out Pasadena Program
> Local restaurants can receive up to $45k to install new or upgrade existing outdoor dining structures
> Façade renovation for businesses
• Former Kaiser Site
> City issued RFI for City-owned property at 434-470 North Lake Ave > Seeking responses for design, planning, financing & development for mixed-use development
3 Economic Development Division
FY 2024 Accomplishments
• Pasadena Bio Cluster Expansion Tour
> Nearly 60 attendees (with leaders in biotech, real estate, academic & more) discussed ways to grow Pasadena’s biotech industry
> Through discussions, zoning changes to simplify processes for establishing & expanding life science facilities were developed & approved by City Council
• Executed 5 contracts with developers of major
construction projects to participate in First Source Hiring Program
• Shop Local
> Partnered with Visit Pasadena on “Authentically Yours, Pasadena” holiday campaign, with 25 local businesses across City’s 13 commercial areas participating as Welcome Stations stocked with canvas shopping totes 4
Economic Development Division
Appropriations by Section –
Economic Development
5 Economic Development Division
Significant Changes from FY 2024
Budget
6 • FY 2025 appropriation increase of 11.6% overall
• Services & supplies increase of $75k (17.0%) due to
increase in consultation services
• Personnel increase of $189.8k (13.8%) due to:
> 1.0 FTE increase- MAIII for Real Property Group
> Increase of citywide salary & benefits
Economic Development Division
FY 2025 Priorities
• Champion life sciences & cultivate deep tech ecosystem • Continue to track available leasing opportunities
> Continue on-the-ground vacancy surveying
> Continue to collaborate with PBIDs & brokers to monitor district leasing opportunities & key incoming retailers
• Expand developer/contractor participation within First Source Hiring Program
> Release RFQ for job coordinators
> Increase number of potential employees added to job seeker form
> Engage new contractors interested in voluntary participation • Host four “Valued Pasadena Partners” Breakfasts
• Support formation of PBID opportunities
7 Economic Development Division
FY 2025 Priorities
• Dine Out Pasadena Program
> Award 10 grants to support building of outdoor dining structures > Engage PBIDs to provide businesses technical assistance services • Increase business retention & attraction through
marketing & communication efforts
> Marketing materials will include fact sheets & resource toolkit • Seek & apply for funding opportunities, including state & local grants to fund projects outlined in Division’s strategic plan
• Economic Development Strategic Planning
> Take Division’s 5-year strategic plan on “road show” to further strengthen existing partnerships & buy-in for strategic plan implementation
8 Economic Development Division
Foothill Workforce Development
Board
• Five-city consortium
> Pasadena, South Pasadena, Sierra Madre, Arcadia, Duarte > 252,381 residents as of 2023
• 100% grant funded
9 Economic Development Division
Appropriations by Section –
Foothill Workforce Development Board
10 Economic Development Division
Significant Changes from FY 2024 Budget -
Foothill Workforce Development Board
11 • Services & Supplies reduced by $377,877
mainly due to reduction in subcontractor
training services.
> Provides individuals access to training programs
> Grant-funded
Economic Development Division
FY 2024 Accomplishments –
Foothill Workforce Development Board
• Served 4,544 individuals including job seekers or
unemployed workers via One Stop Career Centers
> Provided 29,925 services to individuals seeking workforce services, or 6.6 services per individual
> Created 2,467 internal job orders & provided 773 job referrals • Provided 4,737 employer services including layoff
assistance to businesses that experienced downsizing or closing
• Held 12 Vocational Training & Job Fairs with 716 attendees • Presented 9 Rapid Response presentations regarding
company layoffs/closures affecting 1,752 individuals
• Sponsored 1 workforce-related equity, diversity & inclusion training sessions for staff & local employers
12 Economic Development Division
FY 2025 Priorities –
Foothill Workforce Development Board
• Spend 30% of funding towards training opportunities for individuals
> Health services, transportation, maintenance/manufacturing • Explore partnerships with local industries related to life sciences & seek grant funding opportunities
• Provide Vocational Training & Job Fairs
• Seek New Grant Funds
> Apprenticeship Programs
> Workforce Accelerator grant opportunities to build partnership with Life Science Industry
> Pursue Department of Labor grants for Youth Program
13 Economic Development Division
FY 2025 Priorities –
Foothill Workforce Development Board
• Successfully Implement Regional Equity Recovery
Partnership Grant
> Work in collaboration with Pasadena City College
> Provide training tuition & support services for Arts programs > Utilize work experience program at PCC
• Mobile Training Unit
> Visits to consortium cities
> Areas where citizens have less access to technology and services 14 INFORMATION ONLY
1. ECONOMIC DEVELOPMENT UPDATE BY DAVID A. KLUG, ECONOMIC DEVELOPMENT DIRECTOR*
MEMORANDUM
Date: May 9, 2024
To: Economic Development and Technology Committee
From: David A. Klug, Economic Development Director
Subject: Economic Development Update
The Economic Development Division is committed to supporting a thriving local economy. This memo provides an update on market conditions and the Division’s efforts.
1. Business Development
a. Notable Openings & Successes
i. LavShash Kebab Resturant, located at 115 E Colorado Blvd., opened on March 15. Their staff is proud to bring authentic flavors and culinary traditions of the Mediterranean to Pasadena.
ii. Renew Performance Center, located at 600 E
Colorado Blvd., held a grand opening event on
Saturday, March 30. Guests enjoyed drinks and food
from Anaya’s Restaurant, live music, and free wellness
treatments. Specializing in sports performance, injury
rehabilitation, and fitness recovery, Renew Performance Center offers comprehensive services to meet diverse
wellness needs.
iii. Nosy Neighbors, located at 82 S Lake Ave., opened
on April 18. The coffee shop offered three days of
promotions during their opening week, including free
donuts for the first 50 customers each day.
iv. Bricks & Minifigs, located within the historic
Colonnade building at 350 S Lake Ave., held a grand
opening event in honor of Star Wars Day on May 4. The
toy store, advertised as a one-stop shop for all things LEGO, offered customers giveaways and meet-and-
greet opportunities with Star Wars actor Ahmed Best
and LEGO master Christopher Lee.
2 v. Mely’s Restaurant recently opened a second location at 115 E Colorado Blvd. Mely’s specializes in Salvadorean food from pupusas to yucca con chicharron. Owner, Alicia Cerna, established the business in 2013.
b. Business Retention & Outreach
i. Economic Development staff is now using the online platform Bludot to track business retention and expansion efforts. Bludot provides a comprehensive inventory of local businesses, industry sectors, and employee sizes. The platform enables automated tracking, direct communication, and analytics to boost engagement with the local business community. Metrics through the first quarter of 2024 include 550 total recorded activities including over 438 emails providing business assistance, 14 business gatherings, and 2 ribbon-cutting events.
Additionally, welcome letters were sent out to 120 new businesses through March 31, 2024.
ii. The Center at Lendistry Digital Growth Accelerator Program application was shared in the Economic Development newsletter. This program helps small businesses master digital marketing by understanding the fundamentals to building a strong online presence, and search engine optimization strategies to boost visibility and website traffic.
Applications closed on April 12.
3. Real Estate
a. CBRE distributed its Greater Los Angeles MarketView Report for the first quarter of 2024. The report noted that the trend of urban-to-suburban flight persists as employers relocate closer to where their employees live,
3 aiming to decrease commute times and increase office occupancy. The San Gabriel Valley serves as a prominent example of this trend, with a current direct vacancy rate of 10.0%. For this and myriad reasons, Pasadena is experiencing an increase in migration from Downtown LA.
b. Notable transactions in the first quarter of 2024 include:
i. Wedbush Securities signed a new long-term deal for 19,267 SF at Pasarroyo, relocating from a sublease at 1055 E. Colorado Blvd. ii. Wiss, Janney, Elstner Associates, a corporation of architects, engineers, and materials scientists, renewed their lease and expanded their footprint to 11,308 SF at Pasarroyo.
iii. Financial advisory firm, Shuster Financial, completed a new deal for 8,959 SF at 155 N. Lake Ave. for 94 months.
iv. Roger A Brown & Company signed a new lease at 155 N. Lake Ave. for 7,701 SF through July 2032.
4. Conferences & Special Events
a. NCAA Championship Watch Party at the Rose Bowl
On Monday, April 8, Economic Development staff joined the NCAA Championship Watch Party and were joined by staff from Biocom California and local businesses including HMRI and Echo-Factory. The event included a tour of the Terry Donahue Pavilion and the original 1922 locker room.
5. Tech, Startups & Science
a. Helicity Space, a commercial space technology company located at 253 N Vinedo Ave., received an investment from Lockheed Martin to advance its fusion-based propulsion and power technology. The technology aims to efficiently convert electricity into plasma heating for deep-space travel.
Helicity's core technology, the Helicity Drive, consists of scalable, compact fusion-propulsion engines designed for space launch vehicles without the need for radioactive fuel. Marta Calvo, COO of Helicity, stated that the investment from Lockheed Martin will aid in advancing nuclear fusion propulsion technology, crucial for the future of space exploration and commerce.
b. Binarly, a Pasadena-founded security software developer, has secured $10.5 million in seed-round funding. Founded in 2021 by Nvidia alum Alex Matrosov, Binarly specializes in developing an AI tool to detect security vulnerabilities in software supply chains. Their flagship product automates the discovery of weak spots and malicious code, addressing the challenge of rapidly evolving malware. The company aims to provide transparency and inspectability throughout software and firmware supply chains. With cyberattacks on firmware rising, Binarly's solution has garnered interest 4 from investors. Binarly plans to use the investment to expand its engineering team and scale enterprise operations.
c. CarbonCapture has successfully closed an $80 million Series A funding round. This investment, recognized as one of the largest private capital raises for a direct air-capture company, underscores CarbonCapture's ambition to decarbonize the atmosphere. Established in 2019 through Pasadena-based incubator Idealab, CarbonCapture's modular system aims to sequester carbon dioxide using vented shipping container-like machines. Despite its system not yet being tested at scale, the company has secured $26 million in carbon-removal credits through pre-sales, with notable buyers including Microsoft, Alphabet, Meta, and Boston Consulting Group. CarbonCapture's partnership with Amazon involves distributing 100,000 tons of carbon-removal credits to Amazon's distribution and retail partners. Moreover, the Department of Energy awarded CarbonCapture a $12.5 million grant last August to kickstart Project Bison, a facility in Wyoming projected to capture 5 million metric tons of carbon dioxide annually by 2030.
6. Strategic Partnerships and Initiatives
a. Sunstone Economic Development Challenge @ USC
On Thursday, April 11, Economic Development staff joined the Sunstone Economic Development Challenge @ USC final pitch event. USC Price School of Public Policy students partnered with five cities (Pasadena, Lomita, Culver City, Torrance and San Bernardino) to explore economic development strategies that support innovation, business attraction, and job creation in the technology industry. The winning student team received a price of $5,000. Vice Mayor Steve Madison spoke on a panel with Culver City Vice Mayor Dan O’Brien, to discuss economic challenges and opportunities in each city.
5 b. Meeting with the City of Glendale
Economic Development staff met with the City of Glendale Economic Development team on April 2 to explore opportunities for increased collaboration through initiatives like “Upstart Valley,” a regional partnership that seeks to support startups, entrepreneurs, and the tech industry at large.