Agenda — Finance Committee, July 8, 2024 (part 1 of 2)

AGENDA

FINANCE COMMITTEE

SPECIAL MEETING NOTICE
JULY 8, 2024
PUBLIC MEETING 3:00 P.M.

M
embers
Victor M. Gordo, Mayor
Tyron Hampton, District 1
Felicia Williams, District 2
S
TAFF
Matthew Hawkesworth, Director of Finance
Lisa Hosey, Assistant City Attorney
Gloria Acevedo, Recording Secretary
M

ISSION 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.

I
n 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.

Lang
uage 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.

Meet
ings are broadcast live on cable Channel 3 and on the Internet at http://pasadena.granicus.com/mediaplayer.php?came ra_id=2&publish_id=9 and https://www.pasadenamedia.org/watch/ (Click on Video Streamlining on the right side of the screen).

I
tems 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-finance-committee/ Mat
erials related to an item on this Agenda submitted to the Finance/Audit 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 FINANCE COMMITTEE SPECIAL MEETING FOR JULY 8, 2024, AT 3:00 P.M. WILL BE ACCEPTED IN-PERSON AND BY VIDEOCONFERENCE/TELECONFERENCE.

Li
nk to City Meeting Policy:
cityofpasadena.net/CityCouncilMeetingPolicy
T
O 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.

Virtual Meeting Participation: For virtual participants, you may attend by connecting to the meeting using a computer, other electronic device, or by telephone. Please review the agenda to identify the published start time for the meeting and connect to the meeting just prior to, or at the start of the meeting.

To participate in public comment for an item and to be recognized to speak, it is required that the speaker login to the meeting using the same name or telephone number used on the Speaker Card form. This will allow City staff to locate and promote the speaker into the meeting when it is time for their public comment.

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:
gac
[email protected]
C
orrespondence will be forwarded to the Committee prior to the start of the meeting, posted online, and made part of the legislative record for the item.

LIVESTREAM WITH CAPTIONING IS AVAILABLE AT WWW.PASADENAMEDIA.ORG, AND ALSO AT WWW.CITYOFPASADENA.NET/COMMISSIONS/AGENDAS, I

F YOU NEED A REASONABLE MODIFICATION OR ACCOMMODATION PURSUANT

TO THE AMERICANS WITH DISABILITIES ACT

BECAUSE YOU ARE UNABLE TO PARTICIPATE ELECTRONICALLY AS SET FORTH ABOVE, CONTACT THE CITY CLERK’S OFFICE
AS SOON AS POSSIBLE AT (626) 744-4124 OR
[email protected].

SPECIAL MEETING
AGENDA

FINANCE COMMITTEE
JULY 8, 2024
Public Meeting: 3:00 P.M.

Council Chamber, Pasadena City Hall
100 North Garfield Avenue, Room S249
PUBLIC MEETING – 3:00 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
April 22, 2024 Cancellation Notice
April 29, 2024 Special Meeting
May 6, 2024 Special Meeting
May 13, 2024 Special Meeting
May 27, 2024 Cancellation Notice
June 10, 2024 Special Meeting
June 24, 2024 Cancellation Notice

NEW BUSINESS

1. DIRE

CT THE CITY ATTORNEY TO PREPARE AN ORDINANCE AMENDING
PASADENA MUNICIPAL CODE CHAPTER 4.08 TO ADD ALTERNATIVE

PROJECT DELIVERY METHODS CONSISTENT WITH VOTER-APPROVED CITY

CHARTER AMENDMENT

2. JO
INT ACTION: FISCAL YEAR 2024-2025 INVESTMENT POLICY AND

INVESTMENT STRATEGY

3. QUARTERLY INVESTMENT REPORT- QUARTER ENDING MARCH 31, 2024

4. PRO

VIDE DIRECTION REGARDING THE INDEPENDENT ANALYSIS OF THE

OPPORTUNITY FOR FAMILY GOLF AT THE BROOKSIDE GOLF COURSE

INFORMATION ONLY

ADJOURN

PAGE 1

APPROVAL OF M
INUTES
• April 22, 2024 Cancellation Notice
• April 29, 2024 Special Meeting
• May 6, 2024 Special Meeting
• May 13, 2024 Special Meeting
• May 27, 2024 Cancellation Notice
• June 10, 2024 Special Meeting
• June 24, 2024 Cancellation Notice

PAGE 2

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01 4/29 /2024 Joint Finance Committee Meeting

CITY OF PASADENA

JOINT MEETING OF THE FINANCE COMMITTEE AND/OR CITY COUNCIL MINUTES

PASADENA CITY HALL
100 NORTH GARFIELD AVENUE
CITY HALL COUNCIL CHAMBER S249
APRIL 29, 2024

SPECIAL MEETING

OPENING Chair Gordo called the special Joint Meeting of the Finance Committee/And/or City Council to order at 2:08 p.m.

ROLL CALL: Mayor Victor M. Gordo (Chair)
Vice Mayor Steve Madison (Arrived at 3:30 p.m.)
Councilmember Tyron Hampton (Arrived at 2:58 p.m.)
Councilmember Justin Jones
Councilmember Jason Lyon
Councilmember Gene Masuda
Councilmember Jess Rivas (Arrived at 2:18 p.m.)
Councilmember Felicia Williams

Staff: Miguel Márquez, City Manager
Brenda Harvey-Williams, Assistant City Manger
Javan Rad, Chief Assistant City Attorney
Matthew Hawkesworth, Acting Assistant City Manager/ Director of Finance
Tony Olmos, Director of Public Works
David Reyes, Acting General Manager Water & Power
Kris Markarian, Deputy Public Works Director/City Engineer Denise Garcia, Acting Management Analyst IV
Joaquin Siques, Director of Transportation
Sebastian Hernández,
Principal Planner
Jonathan Lung, Acting Chief Information Officer Technology Phillip LeClair, Acting Director of Rent Stabilization Department Richard Yee, Principal Engineer
Nadar Asmar, Principal Engineer
Gary Takara, Engineering Manager
Elena Chamorro, Principal Financial Rate Analyst
Jermey Marquette, Assistant General Manager Customer Service and Technology
Stacy Jacobson, Financial Rate Analyst
Brad Boman, Engineering Manager
Kelly Nguyen, Assistant General Manager
Lynne Chaimowitz, Assistant General Manager
Stacie Takeuchi, Assistant General Manager
Art Silva, Power Plant Manager

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02 4/29/ 2024 Joint Finance Committee Meeting

Melissa Gray, Management Analyst IV
Varoojan Avedian, Power Engineering Manager
Michael Go, Management Analyst
Phyllis Hallowell, Acting Assistant to the City Manager Ozzie Aranda, Management Analyst II
Gloria Acevedo, Recording Secretary

Guests: Michael Ross, Chief Executive Officer, Pasadena Center Operating Company
Jens Weiden, Chief Executive Officer/General Manager, Rose Bowl Operating Company
Derek Doolittle, Assistant General Manager, Rose Bowl Operating Company

NEW BUSINESS: CITY MANAGER’S RECOMMENDED FISCAL YEAR 202 5-2029

CAPITAL IMPROVEMENT PROGRAM BUDGET

PUBLIC WORKS
Tony Olmos , Director of Public Works, introduced a PowerPoint presentation and introduced Kris Markarian, Deputy Public Works Director/City Engineer who continued the PowerPoint presentation and responded to questions.

The following individual provided a comment/suggestion the matter.

Nina Chomsky, representing the Linda Vista-Annandale
Association spoke on the need for shade structures at all parks, item A (5) of the agenda.

Chair Gordo suggested for staff to prioritize the i nstallation of shade structures at all parks prior to 2029 and the swimming pool expansion at the Villa Parke Community Center, which is the center with the highest number of visitors. Staff will work to seek grant opportunities for the installation of shade structures . On the Villa Parke swimming pool project, staff will first study the use of the pool after the completion of the Americans with Disabilities Act improvements. Chair Gordo also asked City staff to meet with the City Council and create a process to fund long-term Capital Improvement Projects such as infrastructure needs. In particular fire stations, sidewalk and road repairs, and sewer and water.

Councilmember Jones inquired about the feasibility to include audio and visual equipment to the project at the Jackie Robinson Center in order to promote the use of the space and if portable speakers are available as a short-term solution. Ms. Markarian stated that few dollars were allocated to that category; however, an earmark request of $1.8 million

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03 4/29/ 2024 Joint Finance Committee Meeting

was submitted to the office of Judy Chu, Unites States Representative, for consideration of several projects , where audio-visual installations could be feasible.

Councilmember Masuda inquired about the remaining funds available for sidewalk repairs after the completion of 127,00 feet of repairs and thanked Miguel M árquez, City Manager , for his commitment to the median enhancement project along Sierra Madre Boulevard.

Councilmember Rivas emphasized the importance of community outreach when completing projects at Washington Park.

Councilmember Lyon asked for park shades to be funded as quickly as possible and if there were any space opportunities for the installation of basketball and pickle ball courts at Brookside Park.

Councilmember Hampton asked if City staff had given any thought to bringing in small businesses to assist with palm fronds clean-up during the winter to speed up the removal process. Mr. Olmos stated that staff is working on developing a system to remove debris quickly following weather related events.

DEPARTMENT OF TRANSPORTATION
Chair Gordo introduced the item and Nader Asmar, Principal Engineer, presented a PowerPoint presentation and responded to questions.

Councilmember Jones inquired about the installation of safety measures at the intersection of Lincoln Avenue and Orange Grove Boulevard. Mr. Asmar shared that both locations fall under the traffic investigation fund.

Councilmember Hampton requested for the addition of a cross walk at the intersection of Rosemont Avenue and Seco Street while a Capital Improvement Plan (CIP) is implemented, given it is the largest access point to the Rose Bowl, yet lacks safe pedestrian access.

Councilmember Rivas shared her support for the two-w ay traffic conversion on Mentor Avenue from Colorado Boulevard and Walnut Street, pedestrian safety is huge concern. Mr. Nadar shared that staff is actively seeking funding for this project. Councilmember Hampton added that staff should investigate temporary measures while funding is secured.

Councilmember Masuda inquired about the work at Orange Grove Boulevard and Sunnyslope Avenue and Orange Grove Boulevard and Craig Street. He also expressed concern about the low emitting light at the crosswalk across the Lamanda Park Library.

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04 4/29/ 2024 Joint Finance Committee Meeting

Vice Mayor Madison suggested for staff to recognize the impact of future 710 stub projects on CIP projects and to remain focused on how projects will affect climate change.

The following individuals provided comments/suggestions regarding the matter (comment heard inadvertently during the presentation for Public Works).

Patricia Barajas Tavera, representing the Playhouse Village Foundation and Philip Hawkey from the Playhouse Village spoke in support for the transformation of Mentor Street from a one- way to a two-way street.

Gloria Acevedo, Recording Secretary, reported that three letters providing support for item B (1) of the agenda (converting Mentor Street into a two-way street) were received, shared with the Committee, posted on-line, and made part of the public record for the item.

Chair Gordo requested for staff to provide the Finance Committee with the planning schedule for projects that are in the queue and emphasized the importance of outreach efforts to residents and businesses.

PASADENA WATER AND POWER
Chair Gordo introduced the item and David Reyes, Acting General Manager, introduced Lynne Chaimowitz, Assistant General Manager, who provided a PowerPoint presentation and responded to questions.

Councilmember Jones suggested for staff to identify the projects that will have a significant contribution to meeting the carbon free by 2030 goal. Councilmember Hampton echoed the suggestion. Councilmember Jones also asked if the Electric Vehicle purchases referenced were zero emission vehicles. Mr. Reyes responded that they were and added that staff is working on creating a policy for electric vehicle purchases.

Councilmember Hampton asked staff to review the construction notice notification process, he suggested sending out post cards to avoid residents treating the letter as junk mail. He also inquired about the adequate infrastructure needed at City facilities to support the electric vehicle rollout.

Councilmember Lyon requested for the department to coordinate large water main replacement paving work with the Public Works Department in order to restore streets at a faster pace.

DEPARTMENT OF INFORMATION TECHNOLOGY
Chair Gordo introduced the item and Jonathan Lung, Acting Chief Information Officer Technology, provided a PowerPoint presentation and responded to questions.

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05 4/29/ 2024 Joint Finance Committee Meeting

Councilmember Hampton suggested for staff to collaborate with the Rose Bowl Operating Company (RBOC) in the installation of Wi -Fi throughout the property to enhance the user experience, for all City vehicles to be equipped with dash cam that could self -report incidents, and for the monitoring of camera recordings at parks with hi storical events in order to ensure park safety for patrons.

Councilmember Jones suggested that there should be a policy for the use of ChatGPT.

Chair Gordo placed emphasis on possible cost sharing for the carriers that will benefit from the use of the infrastructure at the RBOC.

PASADENA CENTER OPERATING COMPANY IMPROVEMENTS
Michael Ross, Chief Executive Officer, Pasadena Center Operating Company, provided a PowerPoint presentation.

ROSE BOWL OPERATING COMPANY IMPROVEMENTS
Jens Wei den, Chief Executive Officer/General Manager, Rose Bowl Operating C ompany, provided an outline of the agenda item and introduced Der ek Doolittle , Chief Operations Officer, Rose Bowl Operating Company , who provided a PowerPoint presentation. Mr.

Weiden responded to questions.

Councilmember Hampton inquired about automated lighting, seating upgrades, tree plantings, and if part of the agreement with Troon Golf, LLC (Troon) is tied to investing in family golf. Councilmember Hampton emphasized the need to communicate with the residents on the regarding the addition of family golf. Mr. Weiden responded that Troon will invest $3.5 million on family golf if the project moves forward and $1 million in the property upon execution of the contract.

The following individuals provided comments/suggestions on the matter.

Nina Chomsky, representing the Linda Vista-Annandale
Association and Pete Ewing from the West Pasadena Residents Association spoke on their concern for the financial approach to the implementation of family golf at the Rose Bowl.

Mr. Weiden shared that there is no fund allocation set for family golf in the current budget and that the first conversation with the community will begin in June of 2024, the Rose Bowl Operating Company (RBOC) is committed to public outreach.

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06 4/29/ 2024 Joint Finance Committee Meeting

Chair Gordo asked the RBOC staff to look at making substantial renovations to the Clubhouse as in addition to serving the City, it also serves the region. Councilmember Hampton echoed, Chair Gordo’s request.

Vice mayor Madison inquired on when the RBOC will return to the City Council to discuss family golf. Mr. Weiden responded that it would be after the June community meeting.

Councilmember Williams asked the RBOC staff to prepare to discuss the Troon agreement at the City Council RBOC Budget presentation.

Chair Gordo congratulated Mr. Weiden on the management agreement with Troon.

Following a brief discussion, on the order of the Chair and consensus of the Committee, The presentation was moved to the April 29, 2024, City Council Meeting.

ADJOURNMENT: On the order of the Chair, the special meeting of the Joint Meeting of the Finance Committee And/or City Council was adjourned at 5:24 p.m.

ATTEST: ___________________________
Mayor Victor Gordo, Chair
Finance Committee/ City Council

____________________
Gloria Acevedo
Recording Secretary

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01 5/6/24 Finance/Audit Committee

CITY OF PASADENA

FINANCE/AUDIT COMMITTEE MINUTES

PASADENA CITY HALL
100 NORTH GARFIELD AVENUE
CITY HALL COUNCIL CHAMBER S249
MAY 6, 2024

SPECIAL MEETING

OPENING Chair Gordo called the special meeting of the Finance/Audit Committee to order at 3:40 p.m.

ROLL CALL: Mayor Victor M. Gordo (Chair)
Councilmember Tyron Hampton (Arrived at 3:45)
Councilmember Felicia Williams

Staff: Miguel Márquez, City Manager
Brenda Harvey-Williams, Assistant City Manager
Javan Rad, Chief Assistant City Attorney
Matthew Hawkesworth, Acting Assistant City Manager/Director of Finance
Kris Markarian, Deputy Public Works Director/City Engineer Tiffany Jacobs-Quinn, Director Human Resources
Michael Paliwoda, Principal Human Resources Analyst
Brady Griffin, Human Resources Manager
Trisha Tucker, Human Resources Manger
Vanna Lesh, Benefits Supervisor
Armine Trashian, Controller
Tim Park, Budget Administrator
Rachelle Razon, Senior Administrative Analyst
Flora Karmiryan, Principal Administrative Analyst
Denise Garcia, Acting Management Analyst IV
Ozzie Aranda, Management Analyst II
Lisa Derderian, Public Information Officer
Yosio Montes, Public Information Coordinator III
Phyllis Hallowell, Acting Assistant to the City Manager Gloria Acevedo, Recording Secretary

NEW BUSINESS: FISCAL YEAR JUNE 30, 2023, SINGLE AUDIT REPORT AND SAFE,

CLEAN WATER PROGRAM (SCW PROGRAM) AUDIT REPORT
Chair Gordo introduced the item and Matthew Hawkesworth, Acting Assistant City Manager/Director of Finance, provided a PowerPoint presentation.

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02 5/6/24 Finance/Audit Committee

It was moved by Councilmember Williams, seconded by Chair Gordo, to approve staff’s recommendation and forward the item to the City Council for consideration. (Motion Unanimously carried) (Absent: Councilmember Hampton)

DIRECT THE CITY ATTORNEY TO PREPARE AN ORDINANCE TO
AMEND PASADENA MUNICIPAL CODE CHAPTER 4.100 TO

CONFORM TO RECENT CHARTER AMENDMENT ADDRESSING THE

ANNUAL POWER FUND TRANSFER TO THE GENERAL FUND
Chair Gordo introduced the item and Matthew Hawkesworth, Acting Assistant City Manager /Director of Finance, provided a PowerPoint presentation.

HUMAN RESOURCES
Matthew Hawkesworth, Acting Assistant City Manager/Director of Finance, introduced the item and Tiffany Jacobs -Quinn, Director of Human Resources, provided a PowerPoint presentation and responded to questions.

Councilmember Hampton shared his thoughts on the importance of reaching out to all departments and building relationships with employees, as this becomes an opportunity to ensure employees are happy and working in a safe environment. He also asked that data regarding recruitment efforts be shared with the City Council once it becomes available and suggested for the development of employee wellness programs.

Chair Gordo asked about status of the Workers Compensation claims and if the City is providing ergonomic training. Miguel Márquez, City Manager, shared that Workers Compensation claims were trending down, and the fund is well funded. Ms. Jacobs-Quinn shared that departments provide ergonomic assessments especially when new employees are hired.

CITY MANAGER’S OFFICE
Matthew Hawkesworth, Acting Assistant City Manager/Director of Finance, introduced the item and Brenda Harvey-Williams, Assistant City Manager provided a PowerPoint presentation and responded to questions.

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03 5/6/24 Finance/Audit Committee

Councilmember Hampton inquired about the number of Realizing Opportunities through Skillful Employment ( ROSE) interns the City will hire this summer. Ms. Harvey-Williams responded that the City is in the process of assessing the number of slots available for ROSE interns.

INFORMATION ONLY: ROSE BOWL OPERATING COMPANY FINANCIAL UPDATE Matthew Hawkesworth, Acting Assistant City Manager/Director of Finance, introduced the item and gave a brief overview.

Chair Gordo commented on the positive financial forecast for the Rose Bowl Operating Company (RBOC).

Councilmember Hampton asked if the golf operations at the RBOC will reflect an upward trend under the new management company, Troon Golf LLC. Mr. Hawkesworth responded that it is the hopes of the RBOC to see a continued upward trend towards golf. Staff from the RBOC will provide a presentation to the Finance Committee at the next meeting and can provide a more detailed response.

Following a brief discussion, on the order of the Chair and consensus of the Finance/Audit Committee, the item was received and filed.

PASADENA CENTER OPERATING COMPANY FINANCIAL UPDATE

Matthew Hawkesworth, Acting Assistant City Manager/Director of Finance, introduced the item and gave a brief overview.

Chair Gordo commented on the positive financial forecast for the Pasadena Center Operating Company.

Following a brief discussion, on the order of the Chair and consensus of the Finance/Audit Committee, the item was received and filed.

FY 2024 CAPITAL IMPROVEMENT PROGRAM - THIRD QUARTER

MONITORING REPORT
Matthew Hawkesworth, Acting Assistant City Manager/Director of Finance, introduced the item and Denise Garcia, Acting Management Analyst IV, gave a brief overview.

Councilmember Hampton asked about the leak in the kitchen of the Alkebu-Lan Cultural Center given the project is listed as completed. Kris Markarian, Deputy Public Works Director/City Engineer will investigate and provide an update.

Following a brief discussion, on the order of the Chair and consensus of the Finance/Audit Committee, the item was received and filed.

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04 5/6/24 Finance/Audit Committee

ADJOURNMENT: On the order of the Chair, the special meeting of the Finance/Audit Committee was adjourned at 4:24 p.m.

ATTEST: ______________________
Mayor Victor Gordo, Chair
Finance/Audit Committee

____________________
Gloria Acevedo
Recording Secretary

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01 5/13/24 Finance Committee

CITY OF PASADENA

FINANCE COMMITTEE MINUTES

PASADENA CITY HALL
100 NORTH GARFIELD AVENUE
CITY HALL COUNCIL CHAMBER S249
MAY 13, 2024

SPECIAL MEETING

OPENING Chair Gordo called the special meeting of the Finance Committee to order at 3:32 p.m.

ROLL CALL: Mayor Victor M. Gordo (Chair)
Councilmember Tyron Hampton (Arrived at 3:45)
Councilmember Felicia Williams

Staff: Miguel Márquez, City Manager
Brenda Harvey-Williams, Assistant City Manager
Lisa Hosey, Assistant City Attorney
Matthew Hawkesworth, Acting Assistant City Manager/Director of Finance
Kris Markarian, Deputy Public Works Director/City Engineer Tiffany Jacobs-Quinn, Director Human Resources
Michael Paliwoda, Principal Human Resources Analyst
Tim Park, Budget Administrator
Flora Karmiryan, Principal Administrative Analyst
Maria Torres, Management Analyst IV
Vic Erganian, Deputy Director of Finance/City Treasurer David Reyes, Acting General Manager
Hayden Melbourn, Principal Engineer
Sandra Campos, Acting Recording Secretary

Guests: Jens Weiden, Chief Executive Officer / General Manager, Rose Bowl Operating Company
Mo Salama, Chief Financial Officer, Rose Bowl Operating Company Raphael Henderson, Treasurer, Rose Bowl Operating Company Board Steve Haderlein, President, Rose Bowl Operating Company Board Cynthia Kurtz, Interim Executive Director, One Arroyo Foundation Danny Kim, Partner, Best, Best & Krieger LLP

NEW BUSINESS: AUTHORIZE THE CITY MANAGER TO ENTER INTO A

REIMBURSEMENT AGREEMENT WITH ONE ARROYO FOUNDATION

FOR THE IMPLEMENTATION OF THE ARROYO SECO TRAIL

PROJECT

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02 5/13/24 Finance Committee

Chair Gordo introduced the item and Miguel M árquez, City Manager , introduced Kris Markarian, Deputy Public Works Director/City Engineer , who gave a brief outline and introduced Hayden Melbourn, Principal Engineer, who provided a PowerPoint presentation.

Councilmember Williams requested for staff to coordinate this effort with the work scheduled for the road leading to the casting ponds and mark the location of the hiking trail and archery range to ensure patrons can clearly differentiate each location.

Mr. Márquez, expressed his gratitude to the On e Arroyo staff and their board for the work on the project. Chair Gordo echoed the comment made by Mr. Márquez.

ADOPTION OF A RESOLUTION AND THE FIRST READING OF AN

ORDINANCE AUTHORIZING THE ISSUANCE OF THE EL ECTRIC
REVENUE/REFUNDING BONDS 2024A SERIES IN AN AMOUNT NOT
TO EXCEED $125,000,000 AGGREGATE PRINCIPAL AMOUNT
Chair Gordo introduced the item and Matthew Hawkesworth, Acting Assistant City Manager /Director of Finance, introduced Vic Erganian, Deputy Director of Finance/City Treasurer, who provided a PowerPoint presentation.

Councilmember Williams suggested for staff to provide a detailed explanation of what the funds will cover and how the action is consistent with the City’s current policy, in the event a presentation is needed at the City Council meeting.

Chair Gordo reminded the Committee that as the City transitions to carbon free electricity by 2030, it is still important to also maintain the current assets for reliability purposes.

It was moved by Councilmember Williams, seconded by Councilmember Hampton, to approve staff’s recommendation and forward the item to the City Council for consideration. (Motion Unanimously carried) (Absent:

None)
BUDGET WORKSHOP FY 2025 RECOMMENDED OPERATING
BUDGET

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03 5/13/24 Finance Committee

ROSE BOWL OPERATING COMPANY
Chair Gordo introduced the item and Steve Haderlein, President, Rose Bowl Operating Company Board, provided a brief outline and introduced Jens Weiden, Chief Executive Officer/General Manager, Rose Bowl Operating Company, who introduced Mo Salama, Chief Financial Officer, Rose Bowl Operating Company who then provided a PowerPoint presentation and responded to questions.

Chair Gordo thanked the Rose Bowl Operating Company (RBOC) for all their efforts.

Councilmember Williams asked about investment opportunities tied to the new management agreement with Troon Golf LLC (Troon). Mr. Weiden shared that a $1 million capital investment will be available for the RBOC to use as it deems appropriate, Troon will invest an additional $3.5 million in the family golf project, if it is approved. Once Troon recovers their $3.5 million investment, the agreement becomes commission based. In addition, Councilmember Williams suggested for RBOC staff to provide the family golf draft proforma to the full City Council.

Councilmember Hampton expressed concern over the budget factoring in family golf when the concept has not been brought to City Council for approval. He also asked about the feasibility of two budgets, the second would exclude family golf. Mr. Weiden mentioned that removing family golf from the budget, would cause a reduction of $72,000. The RBOC staff will continue to engage with the community on the concept of family golf and present the results to the City Council sometime during the summer. Councilmember Hampton also requested for the RBOC staff to upgrade the look of the Brookside Golf Club.

Councilmember Hampton and Councilmember Williams asked for the removal of family golf from the budget when presented to the full City Council.

There were two Public Speakers, who expressed concern with the practice of adding an item to the budget that has not been approved by the City Council and the lack of data from an independent analysis for comparison.

Chomsky Linda, Vista-Annandale Association
Pete Ewing, West Pasadena Residents Association

Councilmember Williams asked if there were any independent studies available. Mr. Hawkesworth responded that the City contracted the National Golf Foundation to conduct an independent analysis of family golf at the RBOC, the results can be presented at a future Finance Committee Meeting.

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04 5/13/24 Finance Committee

FINANCE DEPARTMENT
Chair Gordo introduced the item and Matthew Hawkesworth, Acting Assistant City Manager/ Director of Finance, provided a PowerPoint presentation and responded to questions.

Councilmember Hampton expressed appreciation for the Doing Business with the City Workshops and reminded staff that it would be helpful to small businesses if their invoices could be paid in a net 14 term , which would alleviate cash flow burdens.

ADJOURNMENT: On the order of the Chair, the special meeting of the Finance Committee was adjourned at 4:38 p.m.

ATTEST: ______________________
Mayor Victor Gordo, Chair
Finance Committee

____________________
Gloria Acevedo
Recording Secretary

PAGE 17

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01 6/10/24 Finance Committee

CITY OF PASADENA

FINANCE COMMITTEE MINUTES

PASADENA CITY HALL
100 NORTH GARFIELD AVENUE
CITY HALL COUNCIL CHAMBER S249
JUNE 10, 2024

SPECIAL MEETING

OPENING Chair Gordo called the special meeting of the Finance Committee to order at 3:14 p.m.

ROLL CALL: Mayor Victor M. Gordo (Chair)
Councilmember Tyron Hampton (Absent)
Councilmember Felicia Williams

Staff: Miguel Márquez, City Manager
Brenda Harvey-Williams, Assistant City Manager
Lisa Hosey, Assistant City Attorney
Matthew Hawkesworth, Acting Assistant City Manager/Director of Finance
Tony Olmos, Director of Public Works
Kris Markarian, Deputy Public Works Director/City Engineer David Reyes, Acting General Manager
Brad Boman, Engineering Manger
Henry Frometa, Safety Manager
Melissa Gray, Management Analyst IV
Varoojan, Avedian, Power Engineering Manager
John Hamblen, Parking Manager
Sebastian Hernandez, Principal Planner
Scott Johnson, Senior Planner
Gloria Acevedo, Recording Secretary

APPROVAL OF MINUTES: It was moved by Councilmember Williams, seconded by Chair Gordo, to approve the minutes of the April 8, 2024, (special meeting), as submitted. (Motion Unanimously carried) (Absent:

Councilmember Hampton)
NEW BUSINESS: AUTHORIZE THE CITY MANAGER TO ENTER INTO A CONTRACT WITH CALE AMERICA INC. DBA FLOWBIRD FOR PAY -BY-PLATE

PARKING PAY STATIONS, EQUIPMENT UPGRADES AND ONGOING
MAINTENANCE FOR AN AMOUNT NOT TO EXCEED $5,716,140 AND

APPROVE LOANS TO THE PLAYHOUSE PARKING METER FUND
FOR A TOTAL OF $900,000 FOR PARKING METERS IN THE

PLAYHOUSE DISTRICT

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02 6/10/24 Finance Committee

Chair Gordo introduced the item and Jon Hamblen, Parking Manager, provided a brief outline of the agenda item.

Councilmember Williams asked for confirmation of the locations where the meters will be installed. Mr. Hamblen stated that they will be placed at all paid street meter pay stations.

AUTHORIZE THE CITY MANAGER TO ENTER INTO A CONTRACT

WITH THE FEDERAL HIGHWAY SAFETY ADMINISTRATION TO
ACCEPT SAFE STREETS AND ROADS FOR ALL (SS4A) ACTION
PLAN GRANT IN THE AMOUNT NOT TO EXCEED $759,200
Chair Gordo introduced the item and Jon Hamblen, Parking Manager , introduced Scott Johnson, Senior Planner, who provided a PowerPoint presentation.

PROGRAM
Chair Gordo introduced the item and Tony Olmos , Director of Public Works, provided a PowerPoint presentation.

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03 6/10/24 Finance Committee

ADJOURNMENT: On the order of the Chair, the special meeting of the Finance Committee was adjourned at 3:25 p.m.

ATTEST: ______________________
Mayor Victor Gordo, Chair
Finance Committee

____________________
Gloria Acevedo
Recording Secretary

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NEW BUSINESS
ITEM 1

1. DIRECT THE CITY ATTORNEY TO PREPARE AN ORDINANCE
AMENDING PASADENA MUNICIPAL CODE CHAPTER 4.08 TO ADD

ALTERNATIVE PROJECT DELIVERY METHODS CONSISTENT WITH

VOTER-APPROVED CITY CHARTER AMENDMENT

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NEW BUSINESS
ITEM 2

2. JOINT ACTION: FISCAL YEAR 2024-2025 INVESTMENT POLICY

AND INVESTMENT STRATEGY

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July 8, 2024

TO: Honorable Mayor and City Council
Successor Agency to the Pasadena Community Development
Commission

THROUGH: Finance Committee

FROM: Department of Finance

SUBJECT: JOINT ACTION: FISCAL YEAR 2024-2025 INVESTMENT POLICY AND

INVESTMENT STRATEGY

RECOMMENDATION:

It is recommended that the City Council and the Successor Agency to the Pasadena Community Development Commission:

1. Find that the proposed action is not a project subject to the California Environmental Quality Act (CEQA) as defined in Section 21065 of CEQA and Section 15378 of the State CEQA Guidelines and, as such, no environmental document pursuant to CEQA is required for the project; and

2. Adopt the City Treasurer’s recommended Investment Policy and Investment Strategy for Fiscal Year 2024-2025 (FY 2024-2025).

BACKGROUND:

In relation to a local government's investment policy, California Government Code Section 53646 states "the Treasurer or Chief Fiscal Officer may annually render to the legislative body of the local agency a statement of investment policy." Attached for review and approval, is the City’s Investment Policy for FY 2024-2025.

The Investment Policy is intended to outline the policies for maximizing the efficiency of the City's cash management system, the prudent investment of the City's funds, and to provide guidelines for suitable investments. The primary goals of the investment policy are to ensure compliance with the law; provide protection of principal; maintain liquidity; and maximize investment income to enhance the economic status of the City.

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FY 2024-2025 Investment Policy
July 8, 2024

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The City's cash management system is designed to accurately monitor and forecast expenditures and revenues, thus enabling the City Treasurer to invest funds to the fullest extent possible. The City Treasurer then attempts to obtain the highest yield, provided that all investments meet the safety and liquidity criteria established in the investment policy.

The investment policies and practices of the City Treasurer for the City of Pasadena are based upon federal, state, and local laws and prudent money management. The primary goals of these policies are to:

1. A ssure compliance with all federal, state, and local laws governing the investment of monies under the control of the City Treasurer;

2. Preserve the principal amount of monies entrusted to the City Treasurer's office; and

3. W ithin the goal of preserving the principal amount of monies and maintaining necessary liquidity, to generate the maximum amount of investment income within the parameters of the Investment Policy and the guidelines for suitable investments.

The City Treasurer is authorized to invest the City's funds in accordance with the California Government Code Section 53600 et seq. (the “State Code”), and the investment policy adopted by the Pasadena City Council. The City’s investment policy may be modified, amended, or otherwise changed at any time, at the sole discretion of the Pasadena City Council. This investment policy applies to all financial assets and investment activities of the City of Pasadena, except for the investment of bond proceeds (which are authorized in the bond indentures), employee retirement funds, Section 115 Trust funds, and Deferred Compensation funds.

The City Treasurer manages all of the City’s funds in a pooled investment portfolio. The City Treasurer also holds monies in specific purpose funds, invested separately to meet the specific investment objectives of those funds. These funds include construction funds for the City’s bond issues, Pasadena Redevelopment Successor Agency Fund, the Stranded Investment Reserve Fund, the Capital Endowment Fund, and Section 115 Trust Funds. The interest for each is also maintained within the separate fund. The City Treasurer and staff will monitor, review, and respond to changing conditions that affect the various portfolios.

The City holds no investments in derivative products such as interest rate swaps, futures, options, or reverse repurchase agreements. The City has no investments in inverse floaters, range notes, interest only strips that are derived from a pool of mortgages, or any security that could result in zero interest accrual if held to maturity.

There has been no change in the City’s Investment Policy and Strategy.

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Attachment A

DEPARTMENT OF FINANCE -- TREASURY DIVISION

CITY OF PASADENA INVESTMENT POLICY
Fiscal Year 2024 - 2025

I. PURPOSE
This statement is intended to provide guidelines for the prudent investment of the City's temporary idle cash and reserves, and to outline the policies for maximizing the efficiency of the City's cash management system. The ultimate goal is to enhance the economic status of the City while protecting its pooled cash.

II. OBJECTIVE
The City's cash management system is designed to accurately monitor and forecast expenditures and revenues, thus enabling the City to invest funds to the fullest possible extent. The City attempts to earn the highest yield obtainable while remaining within the investment criteria established for the safety and liquidity of public funds.

The investment portfolio will be managed in accordance to the parameters specified within this policy.

The investment portfolio will be designed to obtain a reasonable market -level rate of return, given budgetary and economic cycles, commensurate with the City’s investment risk and cash flow needs.

The City’s portfolio management approach will be active, allowing periodic restructuring of the investment portfolio to take advantage of current and anticipated rate movements.

III. POLICY
As a Charter City, Pasadena operates its temporary pooled idle cash investments as a trustee and under the prudent person rule (Probate Code Section 16040, et seq., formerly set forth in Civil Code Section 2261, et seq.). The prudent person rule governing the standard of care of trustees, generally states, in essence, that:

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a) The trustee shall administer the trust with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims to accomplish the purposes of the trust as determined from the trust instrument.

b) When investing, reinvesting, purchasing, acquiring, exchanging, selling, and managing trust property, the trustee shall act with the care, skill, prudence, and diligence under the circumstances then prevailing, including but not limited to the general economic conditions and the anticipated needs of the trust and its beneficiaries, that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims to accomplish the purposes of the trust as determined from the trust instrument. In the course of administering the trust pursuant to this standard, individual investments shall be considered as part of an overall investment strategy.

This affords the City a broad spectrum of investment opportunities as long as the investment is considered prudent and is allowable under current legislation of the State of California (Government Code Section 53600 et seq.). It is the City’s full intent, at the time of purchase, to hold all investments until maturity to ensure the return of all invested principal dollars. However, it is realized that market prices of securities will vary depending on economic and interest rate conditions at any point in time.

It is further recognized that in a well- diversified investment portfolio, occasional paper losses are inevitable due to economic, bond market or individual security credit analysis and shifts in interest rates.

It is further recognized that even in a well -diversified portfolio, at any particular point in time, when security valuations are impacted by changes in interest rates and economic conditions, that securities may at times be worth less than the original purchase price. Market fluctuations and occasional measured losses may occur and must be considered within the context of overall portfolio return rather than based on the performance of any single security or investment transaction. It is also understood that in the event of the need for a forced liquidation of investments to meet unplanned or unanticipated cash flow demands, a potential loss of investment principal might occur.

The prudent and professional management of portfolio risk includes knowingly selling or changing a security to prevent further losses or to incur loss for the intent of improving credit quality or liquidity.

The City Treasurer, the Finance Director and other individuals assigned to manage the investment portfolio, acting within the intent and scope of the investment policy and other written procedures and exercising due diligence, shall be relieved of personal responsibility and liability for securities credit risk or market price changes, provided deviations from expectations are reported in a timely manner and appropriate action is taken to control adverse developments. Criteria for selecting investments in the order of priority are:

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1. Safety
The safety and risk associated with an investment refers to the potential for loss of principal, interest or both. Protection of the public funds entrusted to the Treasurer is the paramount criteria used to evaluate the investment instruments available. Safety of principal is the foremost objective of the City of Pasadena. Each investment transaction shall seek to ensure that capital losses are avoided, whether from securities default, broker -dealer default or erosion of market value. The City shall seek to preserve principal by mitigating the two types of risk, credit risk and market risk.

2. Liquidity
This refers to the ability to convert an investment to cash at any moment in time with minimal risk of forfeiting a portion of principal or interest. Liquidity is an essential investment requirement especially in light of the City's need to be able to meet emergency financing demands of the community at any time.

Because the City of Pasadena operates its own electric and water utility and bills monthly for these services, significant cash flow is generated on a daily basis. Historical cash flow trends are compared to current cash flow requirements on an ongoing basis in an effort to ensure that the City’s investment portfolio will remain sufficiently liquid to enable the City to meet all reasonable anticipated operating requirements.

3. Yield
Yield is the potential dollar earnings an investment can provide, and sometimes is described as the rate of return. As a general rule, yields tend to mirror the inherent risk and liquidity characteristics of the particular investment and thus can only be evaluated after those investment criteria are satisfied.

IV. LENGTH OF MATURITIES
The City attempts to obtain the highest yield possible when selecting investments, provided that criteria for safety and liquidity are met. Ordinarily, because investments normally carry a positive yield curve, (i.e., longer term investments have higher rates than shorter maturities), the City attempts to stagger its maturities to meet anticipated cash needs in such a way that new investment money can be placed in maturities that carry a higher rate than is available in the short market of 30 days or under. Furthermore, maturities are selected to position the portfolio to anticipate market risks as well as anticipate cash needs of the City, thereby obviating the need for forced liquidation.

The Government code stipulates that no investment shall be made in secur ities with maturities in excess of five years without express authority from the City's legislative body. The City Treasurer shall not, at any time, invest in securities with stated maturities exceeding five years with the exception of the Power Reserve p ortfolio and bond reserve funds as authorized in the bond indentures or with the consent of the bond insurers.

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Stranded Investment Reserve Fund
The City Council authorizes the City Treasurer to invest monies in the Reserve Fund in securities with maturities exceeding five years. The City Treasurer shall strive to maximize the yield in this fund by extending the maturity of the investments and matching them with future cash flow needs.

V. DELEGATION OF AUTHORITY
The authority granted by the Pasadena City Council assigns the responsibility of investing idle cash to the City Treasurer who will report to the Director of Finance. In the City Treasurer’s absence, the Director of Finance or the Assistant City Treasurer is authorized to initiate investment transactions.

The City Council also delegates to the City Treasurer and the Director of Finance the authority to open new bank accounts, investment and cash management accounts, letters of credit and other credit enhancement products, close bank accounts, investment and cash management accounts, and sign all documents related thereto.

VI. PORTFOLIO EVALUATION AND REPORTING
Investment performance is continually monitored and evaluated by the City Treasurer. Investment performance statistics and activity reports are reported monthly to the Director of Finance and the City Manager.

The City Treasurer shall review and render monthly and quarterly reports to the City Manager and the Director of Finance. Government Code Section 53646 (b)(1) states that the Treasurer or Chief Fiscal Officer may render quarterly reports to the legislative body of the local agency containing detailed information on all securities, investments, and moneys of the local agency, a statement of compliance of the portfolio with the statement of investment policy, and a statement of the local agency’s ability to meet its pool’s expenditures for the next six months. By making these reports optional, this Bill does not impose a state-m andated local program but encourages agencies to continue to report. The quarterly report shall incorporate the disclosure requirements of GASB 40 including the portfolio risk disclosure in the following four primary categories:

1. Credit Risk of Investment positions;

2. Concentration Risk;

3. Interest Rate Risk;

4. Foreign Currency Risk.

VII. QUALIFIED BROKERS/DEALERS

The City shall transact business only with national or state chartered banks, and with securities broker/dealers. The broker/dealers should be pri mary dealers licensed by the state as a broker - dealer or from a member of a federally regulated securities exchange, or from a brokerage firm designated as a primary government dealer by the Federal Reserve Bank. The City can also transact

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with non-primary broker/dealers upon the City Treasurer’s and the Director of Finance’s approval.

Investment staff shall investigate dealers who wish to do business with the City to determine if they are adequately capitalized, have pending legal action against the firm or the individual broker and make markets in securities appropriate to the City’s needs.

The City Treasurer shall annually send a copy of the current investment policy to all broker/dealers approved to do business with the City of Pasadena. Confirmation of receipt of this policy shall be considered evidence that the dealer understands the City’s investment policies and intends to sell the City only appropriate investments authorized by this investment policy.

VIII. COLLATERAL REQUIREMENTS
Collateral is required for investments in certificate of deposits and repurchase agreements. In order to reduce market risk, the collateral level will be at least 102% of the market value of principal and accrued interest.

In order to conform with the provisions of the Federal Bankruptcy Code which provides for liquidation of securities held as collateral, securities acceptable as collateral shall be certificates of deposit, commercial paper, eligible banker’s acceptances, medium term notes or securities that are the direct obligations of, or are fully guaranteed as to principal and interest by, the United States or any agency of the United States. Mortgage securities and whole loans can also be used as collateral for the repurchase agreements as long as the collateral level is at least 102% of the market value of the principal and accrued interest.

IX. SAFEKEEPING OF SECURITIES
To protect against fraud or embezzlement or losses caused by collapse of an individual securities dealer, all securities owned by the City shall be held in safekeeping by a third-party trust department, acting as agent for the City under the terms of a custody agreement or PSA agreement (repurchase agreement collateral). All trades executed by a dealer will settle delivery versus payment (DVP) through the City's safekeeping agent.

X. ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)
Investments will be considered in entities that support environmental, social, and governance (ESG) factors alongside traditional financial measures in the investment decision making process, ensuring that investments are financially prudent, and impact driven. Investing in companies that prioritize conservation and sustainable business practices helps protect our environment for future generations and is commensurate with the City of Pasadena’s values. ESG factors may include, but are not limited to:
• Environmental: Carbon Footprint; Energy Consumption; Water/Waste; External Conservation Initiatives; and Sector-Specific Adjustments.

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• Social: Labor Rights; Employee Diversity; Corporate Social Responsibility; and Human Rights/Ethics.
• Governance: Leadership Structure; Executive Compensation; Human Capital Management; Transparency/Disclosure; and Shareholder Rights.

XI. AUTHORIZED INVESTMENTS
The City shall not invest any funds in any security that could result in a zero interest accrual if held to maturity. In addition, the City shall not invest any funds in inverse floaters, range notes or interest only strips that are derived from a pool of mortgages and also common stocks. However, a local agency may hold prohibited instruments until their maturity date. These limitations will not apply to investments in shares of beneficial interest issued by diversified management companies as referenced in subparagraph 11 of this section.

The City is further governed by the California Government Code, Section 53600 et seq. Within the context of these limitations, the following investments are authorized, and further limited herein:

1. United States Treasury Bills, Bonds, and Notes or those for which the full faith and credit of the United States are pledged for payment of principal and interest. There is no limitation as to the percentage of the portfolio which can be invested in this category, although m aturity limitations as stated in Section IV apply.

2. Obligations issued by the Government National Mortgage Association (GNMA), the Federal Farm Credit Bank System (FFCB), the Federal National Mortgage Association (FNMA), the Federal Home Loan Mortgage Association (FHLMC), the Student Loan Marketing Association (SLMA) and the Tennessee Valley Authority (TVA) and the Federal Home Loan Bank. There is no limitation on the dollar amount that can be invested in these issues except for maturity limitations as stated in Section IV.

3. Bills of exchange or time drafts drawn on and accepted by commercial banks, otherwise known as banker’s acceptances. Banker’s acceptances purchased may not exceed 180 days to maturity or 40% of the cost value of the portfolio. No more than 30% shall be invested in any one commercial bank pursuant to Section 53601(f) of the Government Code.

4. Commercial paper of “prime” quality of the highest ranking or highest numerical rating as provided for by Moody’s Investor services or Standard and Poor’s Corporation, and issued by domestic corporations having assets in excess of $500,000,000 and having an “A” or better rating on its long term debentures as provided by Moody’s or Standard & Poor’s. Purchases of eligible commercial paper may not exceed 270 days to maturity nor represent more than 10% of the outstanding paper of the issuing corporation. Purchases of commercial paper may not exceed 15% of the cost value of the portfolio. An additional 15%, or a total of 30% of the agency’s surplus money, may be invested pursuant to this subdivision. The additional 15%

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may be so invested only if the dollar weighted average maturity of the entire amount does not exceed 31 days.

5. Negotiable Certificates of Deposit issued by nationally or state chartered banks or state or federal savings institutions. Purchases of negotiable certificates of deposit may not exceed 30% of total portfolio.

6. Investments in Repurchase agreements or securities lending agreements may be made when the term of the agreement does not exceed one year. The market value of the securities used as collateral for the repurchase agreements shall be monitored by the investment staff and shall not be allowed to fall below 102% of the value of the repurchase agreement. A PSA Master Repurchase Agreement is required between the City of Pasadena and the broker dealer or financial Institution for all Repurchase Agreements transacted.

7. Reverse Repurchase Agreements or securities lending agreement which specifies terms and conditions may be transacted with broker/dealers and financial institutions but cannot exceed 20% of the portfolio base value on the date entered into with the conditions as specified in Section 53601(i)(3)(B) of the Government Code.

8. Local Agency Investment Fund (LAIF) which is a State of California managed investment pool may be used up to the maximum permitted by California State Law.

9. CAMP: California Asset Management Program. A Joint Powers Authority created to provide statewide local government investment pool. Maximum term of 1 day.

10. Collateralized Money M arket Bank Accounts: Interest -bearing collateralized money market bank accounts in banks or credit unions. Maximum term of 1 day.

11. Time deposits, non- negotiable and collateralized in accordance with the California Government Code, may be purchased through banks or savings and loan associations. Since time deposits are not liquid, no more than 25% of the investment portfolio may be invested in this investment type.

12. Medium Term Corporate Notes, with a maximum remaining maturity of five years or less may be purchased. Securities eligible for investment shall be rated “A” or better by Moody’s or Standard and Poor’s rating services. Purchase of medium term notes may not exceed 30% of the cost value of the portfolio and no more than 5% of the cost value of the portfolio may be invested in notes issued by one corporation. Commercial paper holdings should also be included when calculating the 5% limitation.

13. Shares of beneficial interest issued by diversified management companies investing in the securities and obligations as authorized by subdivisions (a) to (j) inclusive of the Government Section or subdivision (m)or(n) and that comply with the investment restrictions of this article

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and Article 2 (commencing with Section 53630). To be eligible for investment pursuant to this subdivision, these companies shall either:

a) Attain the highest ranking or the highest letter and numerical rating provided by not less than two of the three largest nationally recognized rating services.

b) Retain an investment advisor registered with the Securities and Exchange Commission with no less than five years of experience investing in the securities and obligations as authorized by subdivisions (a) to (j), inclusive, and with assets under management in excess of five hundred million dollars ($500,000,000). The purchase price of shares of beneficial interest purchased pursuant to this subdivision shall not include any commission that these companies may charge and shall not exceed 20 percent of the agency’s surplus money that may be invested pursuant to this section. No more than 10% of the portfolio may be invested in any one mutual fund at the date of purchase.

14. Registered state warrants or treasury notes or bonds, including bonds payable solely out of the revenues from a revenue- producing property owned, controlled, or operated by the state or by a department, board, agency, or authority of the state.

15. Bonds, notes, warrants or other indebtedness of any local agency within this state, including bonds payable solely out of the revenues from a revenue- producing property owned, controlled, or operated by the local agency, or by a department, board, agency, or authority of the local agency including variable rate demand bonds with a daily or weekly put feature and supported by a credit facility.

16. Any mortgage pass-through security, collateralized mortgage obligation mortgage- backed or other pay -through bond, equipment lease- backed certificate, consumer receivable pass - through certificate, or consumer receivable-backed bond of a maximum of five years maturity.

Securities eligible for investment under this subdivision shall be issued by an issuer having an “A” or higher rating for the issuer’s debt as provided by an a nationally recognized rating service and rated in a rating category of “AA” or its equivalent or better by a nationally recognized rating service. Purchase of securities authorized by this subdivision may not exceed 20% of the agency’s surplus money that may be invested pursuant to this section.

17. Contracts issued by insurance companies that provide the policyholder with the right to receive a fixed or variable rate of interest and the full return of principal at the maturity date.

18. Notwithstanding anything to the contrary contained in this section, Section 53635 of the Government Code, or any other provision of law, moneys held by a trustee or fiscal agent and pledged to the payment or security of bonds or other indebtedness, or obligations under a lease, installment sale, or other agreement of a local agency, or certificates of participation in those bonds, indebtedness, or lease installment sale, or other agreements, may be invested in accordance with the statutory \ provisions governing the issuance of those bonds,

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indebtedness, or lease installment sale, or other agreement, or to the extent not inconsistent therewith, or if there are no specific statutory provisions, in accordance with the ordinance, resolution, indenture, or agreement of the local agency providing for the issuance.

19. Notes, bonds, or other obligations that are at all times secured by a valid first priority security interest in securities of the types listed by Section 53651 as eligible securities for the purpose of securing local agency deposits having a market value at least equal to that required by Section 53652 for the purpose of securing local agency deposits. The securities serving as collateral shall be placed by delivery or book entry into the custody of a trust company or the trust department of a bank which is not affiliated with the issuer of the secured obligation, and the security interest shall be perfected in accordance with requirements of the Uniform Commercial Code or federal regulations applicable to the types of securities in which the security interest is granted.

20. United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, International Finance Corporation, or Inter -American Development Bank, with a maximum remaining maturity of five years or less, and eligible for purchase and sale within the United States. Investments under this subdivision shall be rated “AA” or better by an NRSRO and invested pursuant to this section.

21. Municipal Variable Rate Demand Bonds (VRDBs) that have long- term maturities exceeding five years and have a seven day put feature and carry a short-term interest rate which is reset every seven days and are backed by a liquidity facility and/or bank letter of credit (LOC). The underlying issuer rating must be rated at least A or better.

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Attachment B

DEPARTMENT OF FINANCE -- TREASURY DIVISION

CITY OF PASADENA INVESTMENT STRATEGY
Fiscal Year 2024-2025

I. PURPOSE
The City's investment strategy is designed to ensure (1) the prudence and efficiency of investments; (2) the accurate monitoring and forecasting of revenues and expenditures; and, (3) the securing of the safety and liquidity of public funds. The City attempts to earn the highest yield obtainable while maintaining compliance to the criteria of the City's Investment Policy. The qualifications are as follow:

1. To secure safety of funds

2. To maintain liquidity of assets

3. Yield or return

4. To monitor deposits from all departments (Float)

5. Compounding of interest

6. To match investment maturities to large expenditures

7. Flexibility to change investments to maximize security and yield

8. To retain full knowledge of investments available to Treasurers

9. To deal only with qualified brokers and banks

10. To insist upon written confirmation of investments and collateral

11. To check with FHLB for sufficiency of collateral if pooled collateral

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II. FINANCIAL DATA
Daily economic and financial market data is obtained from the Bloomberg Financial System and financial experts in the field through bankers, brokers, market analysts and periodicals.

III. CASH FORECASTS
Twelve- and eighteen- month cash forecasts are monitored and updated to accurately estimate revenues and expenditures in order to invest funds to the fullest extent possible.

IV. MAINTAINING BANK BALANCES
Active bank balances are kept at adequate levels without jeopardizing good banking relationships.

V. PORTFOLIO TESTING
The City's portfolio is tested on a monthly basis so that legal limits of types of investments are not exceeded.

VI. LIQUIDITY OF FUNDS
Sufficient funds are maintained in overnight liquid investments to meet current and estimated cash flow needs. The City maintains an adequate level of overnight and short term investments to meet any liquidity and cash need at any given day when cash outflow exceeds cash inflow.

VII. PORTFOLIO MANAGEMENT
In managing the City’s portfolio, the City Treasurer considers the overnight investment balance along with securities with maturities of 90 days or less as the operating fund for cash flow purposes. This portion of the portfolio is managed to meet the needs of the regular day to day operating expenses of the public body. Safety of principal and liquidity are the primary investment objectives. Income is a secondary objective. Typically the Treasurer maintains an average investment balance of at least $40 million in this short term liquid portion of the portfolio with a maturity of one week or less.

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The balance of the portfolio is invested in securities with longer -term maturities representing the surplus funds. This portion of the portfolio is managed with longer -term securities as liquidity is not the primary objective and may include supplementing the short term liquidity portion of the portfolio if necessary. Safety of principal is still the primary objective, but income, competitive return, and liquidity can be secondary objectives.

VIII. MANAGEMENT ACTIVITY
The investment program shall seek to augment returns consistent with the intent of this policy, identified risk limitations and prudent investment principals. These objectives will be achieved by the potential use when appropriate of the following strategies:

1) Active Portfolio Management:

Through active fund and cash flow management, taking advantage of current economic and interest rate trends, the portfolio yield may be enhanced with limited and measurable increases or decreases in risk by enhanced indexing the portfolio or extending or reducing the weighted maturity of the total portfolio and/or actively trading a portion of the portfolio to try to achieve higher returns. Realized gains and losses are expected in active portfolio management and thus authorized as part of the program.

2) Portfolio Maturity Management:

When structuring the maturity composition of the portfolio, the City shall evaluate current and expected interest rate yields and necessary cash flow requirements. It is recognized that in normal market conditions, longer maturities produce higher yields. However, the securities with longer maturities also experience greater price fluctuations when the level of interest rates change.

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3) Security Swaps:

The City may take advantage of security swap opportunities or simply sell an investment to improve the overall portfolio yield and/or credit risk. Such transactions that improve the portfolio yield and/or reduce credit risk may be selected even if the transactions result in an accounting loss.

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NEW BUSINESS
ITEM 3

3. QUARTERLY INVESTMENT REPORT- QUARTER ENDING MARCH
31, 2024

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Attachments: (1)
Attachment A – Quarterly Investment Report - Quarter Ending September 30, 2016

Ju ly 8, 2024

TO: Honorable Mayor and City Council

THROUGH: Finance Committee

FROM: Department of Finance

SUBJECT: Q UARTERLY INVESTMENT REPORT – QUARTER ENDING
MARCH 31, 2024

RECOMMENDATION:

This report is for information only.

BACKGROUND:

Government Code Section 53646 (2)(b)(1) states that in the case of a local agency, the Treasurer or Chief Fiscal Officer (CFO) may render a quarterly report to the legislative body of the local agency containing detailed information on: 1) all securities, investments, and moneys of the local agency; 2) a statement of compliance of the portfolio with the statement of investment policy; and 3) a statement of the local agency’s ability to meet its pool’s expenditure requirements for the next six-months. By making these reports optional, this bill does not impose a state-mandated local program; however, encourages local agencies to continue to report. The bill also states that the Treasurer or CFO may report whatever additional information or data may be required by the legislative body of the local agency.

The quarterly report shall include the following:

1. The type of investment, name of the issuer, date of maturity, par, and dollar amount invested in each security, investment, and money within the treasury;

2. The weighted average maturity of the investments within the treasury;

3. Any funds, investments, or programs, including loans, that are under the management of contracted parties;

4. The market value as of the date of the report and the source of this valuation for any security within the treasury; and

5. A description of the compliance with the Statement of Investment Policy.

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Quarterly Investment Report – Quarter Ending March 31, 2024 July 8, 2024

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Economic Summary
Despite a slight slowdown from the previous quarter, the US economy started 2024 on a positive note. Consumer spending remained resilient, the job market continued to add jobs, and inflation showed signs of cooling. However, the housing market and continued inflation remain areas to watch in the coming quarters.

Here's a breakdown of key indicators :

Growth (GDP): Real Gross Domestic Product (GDP) grew at an annualized rate of

1.6% for the first quarter (Q1) of 2024, according to the latest estimates of the U.S.

Bureau of Economic Analysis. This was lower than the initial estimate of 2.2%, coming in below analyst expectations. The Q1 growth slowed from a strong 3.4% expansion in Q4 2023.

Labor Market: The job market remains a bright spot. The US added a significant number of jobs in the first three- months of 2024 according to the U.S. Department of Commerce. Job creation in January, February, and March exceeded expectations, with over 350,000, 275,000, and 303,000 jobs added to the U.S. economy in each of the respective months. The unemployment rate was measured at 3.8% in March 2024.

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Quarterly Investment Report – Quarter Ending March 31, 2024 July 8, 2024

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Inflation: Inflation picked up in Q1 of 2024, but was still running significantly below the June 2022 peak. As measured by the consumer price index (CPI), the average monthly rate of inflation during Q1 was 0.4% (or 4.6 % at an annual rate), up from an average 0.2 % per month (1.9 % annualized) during Q4 of 2023.

Consumer Spending: Consumer spending was weaker in Q1 of 2024 due to a decline in spending on durable goods and flat nondurable goods growth. Spending on services accelerated in the first quarter, led by higher spending on health care, financial services, and insurance.

Housing Market: The housing market had benefitted from stable mortgage rates at the start of 2024, but experienced a slowdown in March due to an increase in mortgage rates. Total home sales for March fell by 2.7% from February.

The Stock Market: Equities started 2024 on a positive trend. The S&P Index started the year with a 10.6% total return with dividends reinvested in the index, the DOW Industrial Average index returned 6.1% and NASDAQ had a 9.3% return for the year.

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Interest Rates: Yields increased across the Treasury yield curve during Q1 of 2024.

The two-year Treasury yield increased by 37 basis points or 0.37%, the yield on the three-year treasury increased by 40 basis points or 0.4%, the five- year yield jumped

0.36 basis points or 0.36% and the ten- year treasury yield increased by 31 basis points. Compared to a year ago, yields on all maturities increased and the yield curve remained inverted with shorter maturity rates remaining higher than longer maturity rates. The graph below represents the yield curve as of March 31, 2024, compared to the yield curve a year ago:

Total Funds Under Management

The table below represents total City funds under management based on their market values as of March 31, 2024.

3/31/2024

12/31/2023 Change
Pooled Investment Portfolio $723,191,335 $701,509,755 $21,681,580 Capital Endowment 1,955,294 1,934,810 20,484
Stranded Investment Reserve Portfolio 41,890,618 42,080,638 (190,020) Special Funds 18,400,619 18,270,587 130,032
Investments Held with Fiscal Agents 40,453,898 35,571,775 4,882,123 PARS Section 115 Trust 15,581,239 15,229,927 351,312
Total Funds Under Management $841,473,003 $814,597,492 $26,875,511

The Pooled Investment Portfolio value increased by a net $21,681,580 due to the following cash transactions during the quarter:

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Quarterly Investment Report – Quarter Ending March 31, 2024 July 8, 2024

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The Capital Endowment Fund increased by $20,484, representing $6,125 investment earnings for the period and an increase in market value of investments by $14,359.

The Stranded Investment Reserve portfolio decreased by $190,020 representing investment earnings for the period adjusted by the change in market value of investments.

Special Funds increased by $130,032 representing the net market value of investments.

Investments held with fiscal agents increased by a net $4,882,123 as a result of a $4,404,617 transfer made to the trustee to fund the debt service payments related to the 2008 Paseo Bonds and the 2016A Rose Bowl Bonds along with an increase of $477,506 representing investment earnings adjusted by the change in market value of investments.

The PARS Section 115 Trust account increase by $351,312. The change was comprised of $369,935 increase in market value of investments adjusted by $18,623 of investment expenses.

The City pools all internal funds to gain economies of scale and to simplify the investment function. There are over 100 funds in the Pooled Investment Portfolio. As of March 31, 2024, the General Fund’s investment balance was estimated at $116.4 million representing 16.10% of the March 31, 2024, Pooled Portfolio value. The General Fund’s cash balance fluctuates daily based on the timing of revenues receipts and payment of expenditures. Investments in the Capital Endowment Fund, the Stranded Investment Reserve Fund, the Special Funds, the PARS Section 115 Trust account, and funds held with fiscal agents are restricted funds or bond proceeds reserved in accordance with the City Charter, City ordinances, bond indentures, and Trust Agreements. The City targets an average duration of two-years in managing the pooled portfolio with an effective historic duration range of 1.5 to 2.5 years based on market conditions and portfolio’s risk and return evaluation, the Treasury yield curve, and industry best practices as it pertains to public funds management. As of March 31, 2024, the portfolio’s effective duration was 1.5 years.

Net Investment Earnings (Fair Market Value Change plus Interest Income) $ 5,643,531 Deposits and Credit Card Receipts 136,806,305
Property Tax Revenues 29,937,486
Sales Tax and Other State Apportionments 21,067,593 HUD Receipts Net of Payments and Loans 2,993,153 Payroll and Payroll-related Expenses (87,069,569) Vendor Payments and Accounts Payable Checks (60,838,326) Debt Service Payments Net of Reimbursements and Subsidies (20,409,047) Water and Power Payments Net of Receipts (25,887,155) Net Transfer from Other Funds 19,437,611
Total 21,681,580$

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Per government code requirements, attached are reports by each fund indicating the type of investments, date of maturity, par and dollar amount invested in each security, and investment and moneys within the Treasury with market values as of March 31, 2024. On a monthly basis, the City Treasurer prices the pooled portfolio and all other funds and investments under management. The market values are obtained from Interactive Data Corporation (IDC) and from Bloomberg Financial System. IDC is an independent third-party whose sole service is to provide market prices for all types of securities.

The types of securities held in the portfolio and their percentage allocation to the total are in compliance with the City’s Fiscal Year 2024 Investment Policy, which was adopted by the City Council on June 12, 2023, and Section 53600 of the State Government Code. The City Treasurer targets to maintain in excess of $70 million short-term, liquid investments (1 to 90 day maturities), which represents approximately 1/12
th of the City’s total aggregate annual Operating Budget. As of March 31, 2024, the portfolio had $79.9 million in overnight short-term investments. This balance, along with anticipated cash flows into the City’s account, represents a strong liquidity position to meet budgeted expenditures for the next three-months.

The yield to maturity on the pooled portfolio began gradually increasing beginning on April 2023 as a result of the Fed tightening the monetary policy by raising the Fed Funds rate. Interest rates across the treasury yield curve increased with the most increases occurring on the six-month to two-year maturities. The yield on the pooled portfolio more than doubled in the last twelve-months and is expected to continue to increase over the next twelve-month period. The earnings rate on the pooled portfolio as of April 2024 was 2.95%.

The graph below represents Pooled portfolio’s historic yield from July 2021 through April 30, 2024:

Pooled Portfolio Yield

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%
July 21
Sept 21
Nov 21
Jan 22
Mar 22
May 22
July 22
Sept 22
Nov 22
Jan 23
Mar 23
May 23
July 23
Sept 23
Nov 23
Jan 24
Mar 24

PAGE 53

PAGE 54
City of Pasadena
Quarterly Investment Report
Quarter Ending 03/31/2024
Prepared by the Department of Finance
Treasury Division
Attachment A

PAGE 55
Quarterly Investment Report
I. Pooled Investment Portfolio
II. Capital Endowment Portfolio
III. Power Reserve Portfolio
IV. Miscellaneous Portfolios
V. Investments Held by Trustees
VI. PARS Section 115 Trust

PAGE 56
I. Pooled Investme
nt Portfolio

PAGE 57

CITY OF PASADENA
Treasurer's Pooled Investment Portfolio
Vicken Erganian
City Treasurer
March 2024

PORTFOLIO COMPLIANCE
The Treasurer's investment portfolio is in compliance with the California Government Code Section 53601 and the City's Investment Policy approved by the City Council on June 12, 2023. The holdings in the investment pool are in compliance with the current investment policy statement. Further information on compliance issues can be obtained by calling the City of Pasadena Treasurer's Office. A complete copy of the monthly investment report on the investment portfolio including a detailed listing of each investment, is available by calling the Treasurer's office at (626)744-4422.

PORTFOLIO STRUCTURE AS OF 3/31/2024

TYPE MARKET VALUE PERCENT
Money Market - Collateralized 1,194 0.00%
Certificates of Deposit 1,250,000 0.17%
Municipal Bonds 30,108,379 4.18%
Corporate Bonds 88,540,116 12.30%
Federal Agencies 392,663,848 54.57%
US Treasury Securities 63,394,280 8.81%
Supranationals 34,311,498 4.77%
Commercial Paper 29,355,850 4.08%
Money Market-CAMP 76,399,839 10.62%
LAIF 1,298,341 0.18%
Cash in Bank 2,229,770 0.31%
TOTALS: 719,553,114 100.00%
Accrued Interest Receivable 3,638,220
GRAND TOTAL: 723,191,335
PORTFOLIO LIQUIDITY AS OF 3/31/2024
Percent of
Aging Interval Par Value Portfolio
0-30 Days 91,929,144 12.38%
31 days - 1 Year 200,000,000 26.94%
1 - 2 Years 255,617,778 34.43%
2 - 3 Years 80,933,000 10.90%
3 - 4 Years 31,975,000 4.31%
4 - 5 Years 82,000,000 11.04%
Over 5 Years - 0.00%
TOTAL: 742,454,921 100.00%
Mar-24 Feb-24 Jan-24 Dec-23 Nov-23 Oct-23
Month-End Market Value 723,191,335 729,049,778 733,801,697 701,509,755 687,571,018 691,437,198 Modified Duration 1.50 1.48 1.54 1.45 1.38 1.28
Weighted Average Maturity 1.63 1.61 1.66 1.56 1.50 1.38 Current Book Yield to Maturity 2.827% 2.820% 2.859% 2.690% 2.458% 2.296% Effective Yield - Year to Date 2.430% 2.380% 2.320% 2.240% 2.200% 2.150% Interest Earned 1,471,088 1,450,439 1,578,364 1,383,204 1,355,631 1,311,121 Fiscal Year To Date Interest Earned 11,979,322 10,508,234 9,057,795 7,479,431 6,096,227 4,740,597 Fair Value Change Gain/(Loss) 1,513,930 (1,238,791) 1,340,440 4,994,842 4,337,301 1,589,352 Fiscal Year To Date change in fair value 15,380,129 13,866,199 15,104,990 13,764,550 8,769,708 4,432,406 Total Fiscal YTD Earnings 27,359,451 24,374,433 24,162,785 21,243,981 14,865,935 9,173,003

PORTFOLIO STATISTICS
MMF-Collateral

0.00%
Certificates of
Deposit

0.17%
Muni

4.18%
Corp Bond

12.30%
Fed Agency

54.57%
US Treasury

8.81%
Supranationals

4.77%
Commercial
Paper

4.08%
Money Market-
CAMP

10.62%
LAIF

0.18%
Cash in Bank

0.31%
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4.220Local Agency Investment Fund864 1,049,375.28 1,049,375.28 4.2201,049,375.28SYS864 1

4.220LAIF-COVID Relief Funds Acct14053 248,965.80 248,965.80 4.220248,965.80SYS14053 1 1,298,341.081,298,341.081,298,341.081,298,341.08Subtotal and Average 4.220 1 Money Market Fund-CAMP

5.556California Asset Management Pr13824 76,399,838.77 76,399,838.77 5.48076,399,838.77SYS13824 1 76,399,838.7776,399,838.7776,399,838.7778,856,690.88Subtotal and Average 5.556 1 Collateralized Money Market

4.910EAST WEST BANK13067 1,194.04 1,194.04 4.9101,194.04SYS13067 1 1,194.041,194.041,194.041,194.04Subtotal and Average 4.910 1 Municipal Bonds

2.125Beverly Hills PFA13710 1,000,000.00 1,000,000.00 06/01/20242.12508/08/2019 994,590.00 AA+088006JM4 61

0.730Beverly Hills PFA13869 750,000.00 750,000.00 06/01/20240.73010/15/2020 744,277.50 AA+088006JY8 61

0.587City of Orange Taxable Pension13916 1,500,000.00 1,500,000.00 06/01/20240.58703/15/2021 1,488,810.00 AA684100AC4 61

2.070South Pasadena Unified School13748 325,000.00 328,011.11 08/01/20245.00012/12/2019 324,831.00 Aa2839278JX7 122

0.580SAN RAMON VLY CA UNIF SCH DIST13871 1,500,000.00 1,500,000.00 08/01/20240.58010/20/2020 1,476,660.00 Aa1799408Z77 122

0.575West Coast Contra Unified Scho13941 1,000,000.00 1,000,000.00 08/01/20240.57506/17/2021 984,260.00 AA9523474U3 122

0.685Califfornia State Univ Revenur13829 2,000,000.00 2,000,000.00 11/01/20240.68509/17/2020 1,946,620.00 Aa213077DMK5 214

0.982City of Arcadia13882 675,000.00 675,000.00 12/01/20240.98211/12/2020 655,944.75 Aaa039063AD4 244

0.650SANTA BARBARA CNTY CA SOLID WA13894 300,000.00 305,953.28 12/01/20243.67012/18/2020 297,093.00 A180136PDB6 244

5.377City of Corona Revenue Bond14035 1,500,000.00 1,434,420.82 05/01/20251.13111/27/2023 1,434,645.00 AA+21969AAD4 395

0.943Huntington Beach CA Public Fin13861 300,000.00 300,000.00 05/01/20250.94308/12/2020 286,644.00 AA446216HJ5 395

0.883UNIVERSITY OF CA REVENUE BONDS13827 1,000,000.00 1,000,000.00 05/15/20250.88307/16/2020 955,820.00 Aa291412HGE7 409

0.610UNIVERSITY OF CA REVENUE BONDS13893 5,000,000.00 5,015,076.90 05/15/20250.88312/16/2020 4,779,100.00 Aa291412HGE7 409

0.952California St Health Facs Fing13883 1,500,000.00 1,500,000.00 06/01/20250.95211/04/2020 1,430,460.00 Aa313032UXM5 426

0.824Redondo Beach Unified School13840 500,000.00 500,000.00 08/01/20250.82408/06/2020 473,770.00 Aa2757710TZ1 487

5.270San Jose Redevelopment Agency14034 2,000,000.00 1,944,645.80 08/01/20253.07611/24/2023 1,947,320.00 AA+798170AH9 487

2.311South Pasadena Unified School13747 675,000.00 697,563.43 08/01/20255.00012/12/2019 674,993.25 Aa2839278JY5 487

0.740SAN RAMON VLY CA UNIF SCH DIST13872 1,500,000.00 1,500,000.00 08/01/20250.74010/20/2020 1,419,705.00 Aa1799408Z85 487

0.938West Coast Contra Unified Scho13940 3,000,000.00 3,000,000.00 08/01/20250.93806/17/2021 2,845,110.00 AA9523474V1 487

1.181City of Arcadia13881 750,000.00 750,000.00 12/01/20251.18211/12/2020 703,350.00 Aaa039063AE2 609

5.738LOS ANGELES CA UNIF SCH DIST14027 1,975,000.00 1,973,999.60 05/01/20275.72010/20/2023 2,007,350.50 Aa3544646A77 1,125

5.190City of Corona Revenue Bond14036 2,500,000.00 2,199,905.78 05/01/20281.86311/29/2023 2,237,025.00 AA+21969AAG7 1,491 Portfolio PASD
APData Updated: SET_POOL: 05/24/2024 11:52
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Par Value Book Value
Maturity
Date
Stated
RateMarket Value
March 31, 2024
Portfolio Details - Investments
Average
BalanceIssuer
Portfolio Management
Monthly for Pool
Days to
MaturityMoody'sCUSIP Investment #
Purchase
Date
30,874,576.7230,108,379.0031,250,000.0030,869,605.15Subtotal and Average 1.979 475 Certificates of Deposit - Bank

0.650BMW BANK NORTH AMERICA13949 250,000.00 250,000.00 09/17/20240.65009/17/2021 250,000.0005580AD68 169

0.650SYNCHRONY BANK13952 250,000.00 250,000.00 09/17/20240.65009/17/2021 250,000.0087164YB60 169

0.650GOLDMAN SACHS BANK USA CD13951 250,000.00 250,000.00 09/23/20240.65009/22/2021 250,000.0038149MZY2 175

0.700SALLIE MAE BANK/SALT LKE CD13956 250,000.00 250,000.00 09/23/20240.70009/22/2021 250,000.00795451AW3 175

0.650UBS BANK USA13950 250,000.00 250,000.00 09/23/20240.65009/22/2021 250,000.0090348JT42 175 1,250,000.001,250,000.001,250,000.001,250,000.00Subtotal and Average 0.660 173 Federal Agency Issues - Coupon

0.500Federal Home Loan Bank13927 10,000,000.00 10,000,000.00 04/29/20240.50004/29/2021 9,963,186.90 Aaa3130ALXQ2 28

3.100FED HOME LOAN MORTAGE CORP13994 5,000,000.00 5,000,000.00 06/28/20243.10006/28/2022 4,971,898.90 Aaa3134GXYE8 88

0.625Federal Home Loan Bank13944 5,000,000.00 5,000,000.00 10/15/20240.62507/15/2021 4,878,468.35 Aaa3130AN4L1 197

0.500Federal Home Loan Bank13948 5,000,000.00 5,000,000.00 10/30/20240.50009/30/2021 4,865,679.70 Aaa3130ANYT1 212

0.900Federal Home Loan Bank13966 5,000,000.00 5,000,000.00 11/08/20240.90011/08/2021 4,872,376.20 Aaa3130APPQ2 221

1.100Federal Home Loan Bank13968 5,000,000.00 5,000,000.00 11/15/20241.10011/15/2021 4,871,291.35 Aaa3130APRA5 228

0.550Federal Home Loan Bank13937 10,000,000.00 10,000,000.00 11/26/20240.55005/26/2021 9,702,848.80 Aaa3130AMK92 239

0.650Federal Home Loan Bank13932 5,000,000.00 5,000,000.00 12/09/20240.65006/09/2021 4,846,456.00 Aaa3130AMJX1 252

1.150Federal Home Loan Bank13971 5,000,000.00 5,000,000.00 12/10/20241.15012/10/2021 4,863,655.00 Aaa3130AQ3F8 253

1.125Federal Home Loan Bank13973 5,000,000.00 5,000,000.00 01/21/20251.12501/21/2022 4,844,111.50 Aaa3130AQFG3 295

1.250Federal Home Loan Bank13975 5,000,000.00 5,000,000.00 01/28/20251.25001/28/2022 4,839,978.45 Aaa3130AQJ79 302

1.500Federal Home Loan Bank13977 5,000,000.00 5,000,000.00 02/18/20251.50002/18/2022 4,842,958.55 Aaa3130AQPF4 323

0.625Federal Home Loan Bank13933 5,000,000.00 5,000,000.00 02/27/20250.62505/27/2021 4,801,348.00 Aaa3130AMMG4 332

1.810Federal Home Loan Bank13979 4,700,000.00 4,700,000.00 02/27/20251.81002/28/2022 4,560,510.25 Aaa3130AQX99 332

0.650Federal Home Loan Bank13959 5,000,000.00 5,000,000.00 03/28/20250.65009/28/2021 4,784,028.55 Aaa3130AP5S0 361

3.000Federal Home Loan Bank13982 5,000,000.00 5,000,000.00 04/22/20253.00004/22/2022 4,899,024.10 Aaa3130ARJW2 386

0.750Federal Home Loan Bank13811 5,000,000.00 5,000,000.00 05/19/20250.75005/19/2020 4,763,571.95 Aaa3130AJLA5 413

3.400Federal Home Loan Bank13985 5,000,000.00 5,000,000.00 05/23/20253.40005/23/2022 4,909,643.20 Aaa3130ARZD6 417

0.750FED HOME LOAN MORTAGE CORP13814 5,000,000.00 5,000,000.00 05/28/20250.75005/28/2020 4,762,916.85 Aaa3134GVVX3 422

0.750FED HOME LOAN MORTAGE CORP13816 5,000,000.00 5,000,000.00 05/28/20250.75005/29/2020 4,762,916.85 Aaa3134GVB31 422

0.750FED HOME LOAN MORTAGE CORP13817 5,000,000.00 5,000,000.00 05/28/20250.75006/01/2020 4,762,916.85 Aaa3134GVB31 422

0.780Federal Farm Credit Bank13820 5,000,000.00 5,000,000.00 06/16/20250.78006/16/2020 4,754,505.30 Aaa3133ELK37 441

0.764Federal Home Loan Bank13822 3,017,777.77 3,017,631.67 06/16/20250.76006/19/2020 2,872,359.69 Aaa3130AJPT0 441

4.100Federal Home Loan Bank13996 5,000,000.00 5,000,000.00 08/08/20254.10008/08/2022 4,942,178.05 Aaa3130ASRJ0 494

0.650FED NATIONAL MORTGAGE ASSN13828 5,000,000.00 5,000,000.00 08/14/20250.65008/14/2020 4,719,728.30 Aaa3136G4C43 500

0.614Federal Farm Credit Bank13863 5,000,000.00 4,999,717.65 08/25/20250.61009/10/2020 4,708,004.40 Aaa3133EL4W1 511 Portfolio PASD
APData Updated: SET_POOL: 05/24/2024 11:52
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0.530Federal Farm Credit Bank13864 20,000,000.00 20,000,000.00 09/29/20250.53009/29/2020 18,742,093.20 Aaa3133EMBH4 546

4.300Federal Home Loan Bank13997 5,000,000.00 5,000,000.00 09/30/20254.30009/30/2022 4,945,874.20 Aaa3130ATBN6 547

0.600FED HOME LOAN MORTAGE CORP13870 10,000,000.00 10,000,000.00 09/30/20250.60009/30/2020 9,380,087.20 Aaa3134GWVN3 547

0.600FED HOME LOAN MORTAGE CORP13873 10,000,000.00 10,000,000.00 10/15/20250.60010/15/2020 9,370,072.30 Aaa3134GWYS9 562

0.625FED HOME LOAN MORTAGE CORP13877 10,000,000.00 10,000,000.00 10/27/20250.62510/27/2020 9,356,175.80 Aaa3134GW3X2 574

0.600FED HOME LOAN MORTAGE CORP13878 5,000,000.00 5,000,000.00 10/27/20250.60010/27/2020 4,676,216.40 Aaa3134GW5P7 574

0.600FED HOME LOAN MORTAGE CORP13874 10,000,000.00 10,000,000.00 10/28/20250.60010/28/2020 9,350,777.10 Aaa3134GW3F1 575

0.600FED HOME LOAN MORTAGE CORP13876 5,000,000.00 5,000,000.00 10/28/20250.60010/28/2020 4,675,388.55 Aaa3134GW3Z7 575

0.600Federal Farm Credit Bank13888 10,000,000.00 10,000,000.00 11/24/20250.60011/24/2020 9,330,255.10 Aaa3133EMHF2 602

0.690FED HOME LOAN MORTAGE CORP13886 5,000,000.00 5,000,000.00 11/25/20250.62511/25/2020 4,664,436.50 Aaa3134GXCS1 603

0.719FED HOME LOAN MORTAGE CORP13891 5,000,000.00 5,000,000.00 11/26/20250.65011/30/2020 4,665,822.00 Aaa3134GXFA7 604

5.000Federal Home Loan Bank14007 5,000,000.00 5,000,000.00 12/29/20255.00012/29/2022 4,988,726.75 Aaa3130AUBX1 637

5.350FED HOME LOAN MORTAGE CORP14002 5,000,000.00 5,000,000.00 12/29/20255.35012/29/2022 4,993,601.85 Aaa3134GY7A4 637

0.550Federal Home Loan Bank13900 5,000,000.00 5,000,000.00 02/12/20260.55002/12/2021 4,628,540.95 Aaa3130AKVR4 682

0.625Federal Home Loan Bank13905 5,000,000.00 5,000,000.00 02/17/20260.62502/17/2021 4,625,700.50 Aaa3130AL3S1 687

0.750Federal Home Loan Bank13907 5,000,000.00 5,000,000.00 02/24/20260.75002/24/2021 4,640,685.35 Aaa3130ALCV4 694

0.630Federal Home Loan Bank13906 5,000,000.00 5,000,000.00 02/26/20260.63002/26/2021 4,620,072.55 Aaa3130ALB94 696

0.844Federal Farm Credit Bank13911 10,000,000.00 9,999,232.22 03/02/20260.84003/02/2021 9,270,710.80 Aaa3133EMSK9 700

0.800Federal Home Loan Bank13908 5,000,000.00 5,000,000.00 03/04/20260.80003/04/2021 4,633,234.75 Aaa3130ALEY6 702

0.800Federal Home Loan Bank13909 5,000,000.00 5,000,000.00 03/10/20260.80003/10/2021 4,626,947.05 Aaa3130ALFS8 708

1.000Federal Home Loan Bank13910 4,875,000.00 4,875,000.00 03/23/20261.00003/23/2021 4,525,578.82 Aaa3130ALGJ7 721

5.000Federal Farm Credit Bank13999 5,000,000.00 5,000,000.00 09/23/20265.00009/23/2022 4,983,117.95 Aaa3133ENN97 905

0.940Federal Farm Credit Bank13960 5,000,000.00 5,000,000.00 09/28/20260.94009/28/2021 4,558,173.95 Aaa3133EM6E7 910

1.000Federal Home Loan Bank13953 5,000,000.00 5,000,000.00 09/30/20261.00009/30/2021 4,571,997.05 Aaa3130ANYN4 912

1.250Federal Home Loan Bank13964 5,000,000.00 5,000,000.00 10/28/20261.25010/28/2021 4,599,559.05 Aaa3130APDQ5 940

5.500Federal Home Loan Bank14032 5,000,000.00 5,000,000.00 11/20/20265.50011/20/2023 5,004,144.90 Aaa3130AXUF3 963

5.750FED HOME LOAN MORTAGE CORP14037 5,000,000.00 5,000,000.00 12/07/20265.75012/07/2023 5,002,895.40 Aaa3134H1KV4 980

5.400FED HOME LOAN MORTAGE CORP14045 5,000,000.00 5,000,000.00 12/21/20265.40012/21/2023 4,993,545.70 Aaa3134H1MK6 994

5.400FED HOME LOAN MORTAGE CORP14046 5,000,000.00 5,000,000.00 12/21/20265.40012/21/2023 4,993,545.70 Aaa3134H1MK6 994

5.400FED HOME LOAN MORTAGE CORP14047 5,000,000.00 5,000,000.00 12/21/20265.40012/28/2023 4,993,545.70 Aaa3134H1MK6 994

5.500Federal Home Loan Bank14062 5,000,000.00 5,000,000.00 03/11/20275.50003/11/2024 4,994,211.70 Aaa3130B0DU0 1,074

5.700Federal Home Loan Bank14064 5,000,000.00 5,000,000.00 03/25/20275.70003/25/2024 4,990,926.00 Aaa3130B0K57 1,088

5.000Federal Home Loan Bank13998 5,000,000.00 5,000,000.00 09/14/20275.00009/28/2022 4,971,109.55 Aaa3130AT3P0 1,261

4.500Federal Home Loan Bank14049 5,000,000.00 5,000,000.00 01/12/20284.50001/12/2024 4,963,342.00 Aaa3130AYFT8 1,381

5.184FED HOME LOAN MORTAGE CORP14021 5,000,000.00 5,000,000.00 06/28/20286.00006/30/2023 4,990,296.80 Aaa3134GYUE0 1,549

6.200FED HOME LOAN MORTAGE CORP14026 5,000,000.00 5,000,000.00 10/30/20286.20010/30/2023 4,998,279.50 Aaa3134H1HA4 1,673 Portfolio PASD
APData Updated: SET_POOL: 05/24/2024 11:52
Run Date: 05/24/2024 - 11:52 PM (PRF_PM2) 7.3.0
4 PAGE 61
YTM
365

Page 4 ends

6.200FED HOME LOAN MORTAGE CORP14028 5,000,000.00 5,000,000.00 10/30/20286.20010/30/2023 5,003,858.75 Aaa3134H1JA2 1,673

6.000FED HOME LOAN MORTAGE CORP14029 5,000,000.00 5,000,000.00 11/13/20286.00011/13/2023 4,996,642.10 Aaa3134H1KG7 1,687

5.350Federal Home Loan Bank14038 5,000,000.00 5,000,000.00 11/28/20285.35011/29/2023 5,012,495.65 Aaa3130AXVE5 1,702

5.750FED HOME LOAN MORTAGE CORP14042 5,000,000.00 5,000,000.00 12/26/20285.75012/26/2023 4,998,255.95 Aaa3134H1LS0 1,730

5.150FED HOME LOAN MORTAGE CORP14054 5,000,000.00 5,000,000.00 01/22/20295.15001/22/2024 4,990,190.05 Aaa3134H1PT4 1,757

5.700FED HOME LOAN MORTAGE CORP14056 5,000,000.00 5,000,000.00 01/26/20295.70001/26/2024 4,992,003.70 Aaa3134H1QM8 1,761

5.700FED HOME LOAN MORTAGE CORP14057 10,000,000.00 10,000,000.00 01/26/20295.70001/26/2024 9,984,007.40 Aaa3134H1QM8 1,761

5.750FED HOME LOAN MORTAGE CORP14060 5,000,000.00 5,000,000.00 03/06/20295.75003/06/2024 5,000,144.15 Aaa3134H1VR1 1,800 407,591,581.54392,663,848.46407,592,777.77405,656,069.50Subtotal and Average 2.260 726 Treasury Securities - Coupon

0.470US TREASURY13943 10,000,000.00 9,995,521.84 06/15/20240.25006/25/2021 9,895,117.20 Aaa91282CCG4 75

0.515US TREASURY13962 5,000,000.00 4,996,819.30 09/15/20240.37509/24/2021 4,891,308.60 Aaa91282CCX7 167

0.747US TREASURY13965 5,000,000.00 4,996,749.45 10/15/20240.62510/22/2021 4,878,808.60 Aaa91282CDB4 197

0.554US TREASURY13954 10,000,000.00 9,994,717.49 03/31/20250.50009/16/2021 9,564,355.50 Aaa912828ZF0 364

5.190US TREASURY14025 5,000,000.00 4,986,514.40 09/30/20255.00010/18/2023 5,013,085.95 Aaa91282CJB8 547

0.924US TREASURY13963 5,000,000.00 4,979,542.26 08/31/20260.75009/24/2021 4,572,070.30 Aaa91282CCW9 882 39,949,864.7438,814,746.1540,000,000.0039,947,500.51Subtotal and Average 1.177 334 Corporate Bonds - Coupon

3.125JPMORGAN CHASE FINANCIAL13983 2,000,000.00 2,000,000.00 04/29/20243.12504/29/2022 1,992,863.96 A148133DE55 28

0.800Goldman Sach Corporate Bond13935 5,000,000.00 5,000,000.00 06/03/20240.80006/03/2021 4,952,911.10 A238150AG41 63

0.672ROYAL BANK OF CANADA13947 5,000,000.00 4,999,644.91 07/29/20240.65007/29/2021 4,922,648.45 A178016EZU4 119

0.900NEW YORK LIFE GL13967 5,000,000.00 5,000,000.00 10/29/20240.90010/29/2021 4,871,369.40 Aaa64952WEJ8 211

4.050CITIGROUP GLOBAL MARKETS13990 2,500,000.00 2,500,000.00 05/27/20254.05005/27/2022 2,441,341.88 A217330FVU2 421

4.050CITIGROUP GLOBAL MARKETS13991 2,500,000.00 2,500,000.00 05/27/20254.05005/27/2022 2,441,341.88 A217330FVU2 421

0.825JP MORGAN13898 5,000,000.00 5,000,000.00 12/22/20250.82512/22/2020 4,604,762.70 A148128GY53 630

1.357BANK OF AMERICA CORP13923 5,000,000.00 4,931,339.75 01/26/20260.60003/25/2021 4,614,412.70 A106048WK82 665

0.752BANK OF NEW YORK MELLON13901 5,000,000.00 4,999,817.09 01/28/20260.75002/02/2021 4,621,301.45 A106406RAQ0 667

0.718APPLE INC13902 5,000,000.00 4,998,406.61 02/08/20260.70002/08/2021 4,639,169.55 Aaa037833EB2 678

1.250BANK OF AMERICA CORP13934 5,000,000.00 5,000,000.00 05/28/20261.25005/28/2021 4,545,578.30 A106048WM31 787

1.263BANK OF AMERICA CORP13945 3,623,000.00 3,618,074.03 06/25/20261.20007/21/2021 3,272,784.30 A106048WM64 815

1.155ROYAL BANK OF CANADA13958 6,250,000.00 6,249,257.54 07/14/20261.15009/22/2021 5,725,580.19 A178016EZT7 834

1.365Credit Suisse New York13961 5,000,000.00 4,986,945.64 08/07/20261.25009/24/2021 4,561,258.85 A322550L2G5 858

5.433Toyota Motor Credit Corp14033 5,000,000.00 4,996,045.83 11/20/20265.40011/20/2023 5,059,679.90 A189236TLD5 963

5.214Met Life Glob Funding I14043 1,060,000.00 1,013,569.70 12/18/20263.45012/18/2023 1,018,284.29 Aa359217GBY4 991 Portfolio PASD
APData Updated: SET_POOL: 05/24/2024 11:52
Run Date: 05/24/2024 - 11:52 PM (PRF_PM2) 7.3.0
5 PAGE 62
YTM
365

Page 5 ends

5.650CITIGROUP14004 5,000,000.00 5,000,000.00 12/16/20275.65012/16/2022 4,948,785.35 A217330YDB3 1,354

4.132Johnson & Johnson14048 5,000,000.00 4,786,951.70 01/15/20282.90001/10/2024 4,735,069.10 Aaa478160CK8 1,384

5.125JP MORGAN14055 5,000,000.00 5,000,000.00 01/26/20285.12501/26/2024 4,966,352.70 Aa246632FTS4 1,395

5.330MUTUAL OF OMAHA GLOBAL14040 4,500,000.00 4,521,940.72 12/12/20285.45012/12/2023 4,587,953.31 A162829D2B5 1,716

5.500BANK OF AMERICA CORP14050 5,000,000.00 5,000,000.00 01/23/20295.50001/23/2024 5,016,666.35 A106055JDD8 1,758 92,101,993.5288,540,115.7192,433,000.0093,226,425.03Subtotal and Average 2.596 829 Commercial Paper Disc. -Amortizing

5.315Johnson & Johnson14052 5,000,000.00 4,935,732.27 07/01/20245.12001/19/2024 4,930,420.00 Aaa47816FG13 91

5.982Toyota Motor Credit Corp14030 5,000,000.00 4,897,240.96 08/09/20245.61011/15/2023 4,901,980.00 P-189233GH90 130

5.661MUFG BANK LTD NY14041 5,000,000.00 4,887,674.88 08/30/20245.31012/08/2023 4,885,920.00 P-162479LHW8 151

5.654BOFA SECURITIES INC CP14039 5,000,000.00 4,884,041.84 09/05/20245.30012/06/2023 4,880,670.00 A106054NJ51 157

5.585TOYOTA CREDIT CORPORATION14044 10,000,000.00 9,760,740.23 09/12/20245.24012/19/2023 9,756,860.00 P-189233GJC1 164 29,365,430.1829,355,850.0030,000,000.0029,299,640.65Subtotal and Average 5.630 143 Treasury Discounts -Amortizing

5.257US TREASURY14051 10,000,000.00 9,858,965.62 07/11/20244.99001/18/2024 9,855,654.20912797GB7 101

5.269US TREASURY14059 10,000,000.00 9,839,228.80 07/25/20245.00001/31/2024 9,835,502.10912797JT5 115

5.360US TREASURY14061 5,000,000.00 4,889,921.12 09/05/20245.08003/07/2024 4,888,377.35912797GL5 157 24,588,115.5424,579,533.6525,000,000.0023,593,438.49Subtotal and Average 5.282 118 Supranationals

0.500Inter-American Devel Bank13955 10,000,000.00 10,000,000.00 09/23/20240.50009/23/2021 9,770,847.80 Aaa4581X0DZ8 175

0.610INTL FINANCE CORP13957 5,000,000.00 4,999,548.05 02/28/20250.60009/28/2021 4,791,001.00 Aaa45950VQJ8 333

0.647INTL BK RECON & DEVELOP13903 5,000,000.00 5,000,000.00 02/10/20260.65002/10/2021 4,632,648.95 Aaa459058JS3 680

5.748INTL BK RECON & DEVELOP14031 5,000,000.00 5,000,000.00 09/29/20285.75011/17/2023 5,007,159.90 Aaa45906M4H1 1,642

5.750INTL BK RECON & DEVELOP14065 5,000,000.00 5,000,000.00 09/29/20285.75003/22/2024 5,007,159.90 Aaa45906M4H1 1,642

4.915INTL BK RECON & DEVELOP14058 5,000,000.00 4,991,545.22 01/12/20294.87501/31/2024 5,102,680.25 Aaa45906M4P3 1,747 34,991,093.2734,311,497.8035,000,000.0033,861,969.02Subtotal and Average 2.667 913 737,860,874.35 740,225,151.66 2.827 596717,323,344.66 738,412,029.40Total and Average Portfolio PASD
APData Updated: SET_POOL: 05/24/2024 11:52
Run Date: 05/24/2024 - 11:52 PM (PRF_PM2) 7.3.0
6 PAGE 63

COMPLIANCE REPORT
Pooled Investment Portfolio
As of 03/31/24
Diversificatio
n Credit Quality Maturity
Portfolio State Gov't Portfolio Portfolio Credit Quality Portfolio % of total Code limits compliance Credit Quality per Gov Code compliance Maturity Collateralized Money Market 0.00% 100% In compliance 102% Collateral 102% Collateral In compliance In compliance Certificates of Deposit 0.17% 30% In compliance n/a n/a In compliance In compliance Municipal Bonds 4.18% 100% In compliance Aaa/Aa3/Aa2/Aa1/A2/AA+/AA-/AAA/AA A or better In compliance In compliance US Treasury Securities 8.81% 100% In compliance Aaa AA+/Aaa In compliance In compliance Corporate Bonds 12.30% 30% In compliance* Aaa/Aa1/Aa3/A1/A2/A3 A or better In compliance In compliance Amortized Zero Cpn Bonds 0.00% 30% In compliance* Aa1/A1/A2/A3 A or better In compliance In compliance Federal Agency Issues 54.57% 100% In compliance Aaa AA+/Aaa In compliance In compliance Supranationals 4.77% 30% In compliance Aaa AA or better In compliance In compliance Commercial Paper 4.08% 100% In compliance P-1 (Short-term)/A1/Aa1 P-1 (Short-term) In compliance In compliance Money Market-CAMP 10.62% 100% In compliance n/a n/a In compliance In compliance US Treasury Securities Disc 0.00% 100% In compliance Aaa AA+/Aaa In compliance In compliance LAIF 0.18% 100% In compliance n/a n/a In compliance In compliance Cash 0.31% 100% In compliance Collateralized Collateralized In compliance In compliance 100.00%
Portfolio Value 723,191,335
7 PAGE 64
INVESTMENTS IN ISSUERS REPRESENTING OVER 5%

OF THE POOL PORTFOLIO
March 31, 2023
Market Value % of Total
FHLB 181,266,821 25.06%
FHLMC 150,330,438 20.79%
FFCB 56,346,861 7.79%
Total Fed Agencies 387,944,121 53.64%
OTHER PORTFOLIO INVESTMENTS 335,247,213 46.36%
Total Investments 723,191,335 * 100.00%
note: * Includes Cash in Bank and Accrued Interest Receivable 8 PAGE 65
Pooled Portfolio - Total Return Performance
ICE BofA Pooled
1-3 Index Portfolio
2005 Annual 1.746 2.073
2006 Annual 4.195 4.474
2007 Annual 6.706 5.736
2008 Annual 4.649 3.474
2009 Annual 3.784 3.398
2010 Annual 2.322 1.806
2011 Annual 1.540 1.490
2012 Annual 1.467 1.788
2013 Annual 0.696 0.417
2014 Annual 0.777 1.321
2015 1st quarter 0.594 0.628
2nd quarter 0.143 0.141
3rd quarter 0.284 0.431
4th quarter -0.350 -0.113

0.671 1.087
2016 1st quarter 0.982 0.713
2nd quarter 0.660 0.350
3rd quarter 0.027 0.170
4th quarter -0.385 -0.520

1.284 0.713
2017 1st quarter 0.393 0.440
2nd quarter 0.303 0.419
3rd quarter 0.342 0.380
4th quarter -0.182 -0.059

0.856 1.180
2018 1st quarter -0.185 -0.097
2nd quarter 0.291 0.269
3rd quarter 0.354 0.431
4th quarter 1.166 1.038

1.626 1.641
2019 1st quarter 1.219 0.963
2nd quarter 1.480 1.054
3rd quarter 0.700 0.593
4th quarter 0.606 0.590

4.005 3.200
2020 1st quarter 1.590 0.495
2nd quarter 1.215 0.962
3rd quarter 0.274 0.287
4th quarter 0.227 0.236

3.306 1.980
2021 1st quarter -0.028 -0.467
2nd quarter 0.063 0.437
3rd quarter 0.088 0.085
4th quarter -0.533 -0.638
-0.410 -0.583
2022 1st qu
arter -2.580 -2.910
2nd quarter -0.625 -0.842
3rd quarter -1.503 -1.713
4th quarter 0.890 0.821
-3.818 -4.644
2023 1st quarter 1.480 1.599
2nd quarter -0.341 0.995
3rd quarter 0.781 1.000
4th quarter 2.640 2.230

4.560 5.824
2024 1st quarter 0.450 0.934
Yield Fiscal YTD
Pooled Portfolio YTM 2.83%
State Treasurer's LAIF yield 3.79%
2 Year Average US Treasury yield 4.75%
9 PAGE 66

CITY POOLED PORTFOLIO
Portfolio Management
Distribution of Investments By Type - Historic
(By Market Values)
In %
Fiscal Year Total
June June June June June June June June June 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Investment Type 2014 2015 2016 2017 2019 2020 2021 2022 2023 2024 2024 2024 2024 Money Market 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Money Market Collateralized 16.74 9.14 7.25 3.97 1.59 11.73 6.76 0.00 0.00 0.00 0.00 0.00 Municipal Bonds 13.00 4.97 4.01 5.80 4.33 4.72 7.70 5.96 4.25 3.55 4.28 4.18 Corporate Bonds - Coupon 22.67 21.65 16.36 17.12 20.78 22.50 16.62 13.97 11.02 10.91 11.59 12.31 Agency CMOs/Mortgage Backed 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Federal Agency Issues - Coupon 43.39 43.45 49.70 55.86 54.14 34.00 47.35 48.79 57.84 58.01 55.93 54.58 Repurchase Agreements 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 L.A.I.F. 1.47 13.09 14.38 9.07 7.29 11.66 16.47 4.00 0.19 0.19 0.18 0.18 Cash 2.50 3.76 0.68 0.44 0.45 0.34 0.53 0.31 0.06 0.12 0.26 0.31 Treasury Securities 0.00 3.93 3.37 2.99 3.71 2.37 3.66 7.46 7.11 7.08 6.24 8.81 Treasury Securities Disc 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1.54 1.48 0.73 0.00 0.00 Supranationals 0.00 0.00 4.25 3.76 5.89 8.24 0.80 3.73 4.27 4.24 4.88 4.77 Bank Notes 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Federal Agency Discount 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Commerical Paper - Disc (Amortizing) 0.00 0.00 0.00 0.99 0.82 0.00 0.00 1.55 2.97 0.74 3.45 4.08 Asset Backed Securities 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Amortized Zero Cpn Bonds 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.77 0.00 0.00 0.00 0.00 Certificates of Deposit 0 0.23 0.00 0.00 0.00 1.00 0.00 0.00 0.20 0.19 0.19 0.18 0.17 Money Market-CAMP 0.00 0.00 0.00 0.00 0.00 3.89 0.12 11.72 10.61 14.24 13.01 10.60 Muni Variable Rate 0.00 0.00 0.00 0.00 0.00 0.54 0.00 0.00 0.00 0.00 0.00 0.00 Total 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 0.00 10 PAGE 67
II. Capital Endowment
Portfolio

PAGE 68

CITY OF PASADENA
Capital Endowment Portfolio
Vicken Erganian
City Treasurer
Mach 2024

PORTFOLIO STRUCTURE AS OF 3/31/2024

TYPE MARKET VALUE PERCENT
Money Market - CAMP 98,734 5.07%
Federal Agencies 1,849,451 94.93%
TOTALS: 1,948,185 100.00%
Accrued Interest Receivable 7,108
GRAND TOTAL: 1,955,294
PORTFOLIO LIQUIDITY AS OF 3/31/2024
Percent of
Aging Interval Par Value Portfolio
0-30 Days 98,734 4.94%
31 days - 1 Year 1,900,000 95.06%
1 - 2 Years - 0.00%
2 - 3 Years - 0.00%
3 - 4 Years - 0.00%
4 - 5 Years - 0.00%
Over 5 Years - 0.00%
TOTAL: 1,998,734 100.00% -

PORTFOLIO STATISTICS
Mar-24 Feb-24 Jan-24 Dec-23 Nov-23 Oct-23
Month-End Mkt Value 1,955,294 1,947,450 1,942,856 1,934,810 1,922,282 1,906,563 Modified Duration 0.60 0.68 0.75 0.83 0.91 0.98
Weighted Average Maturity 0.62 0.70 0.78 0.86 0.94 1.02 Current Book Yield to Maturity 1.225% 1.225% 1.227% 1.226% 1.226% 1.203% Effective Yield - Year to Date 1.200% 1.210% 1.200% 1.200% 1.190% 1.190% Interest Earned 2,042 2,041 2,042 2,042 2,004 1,994 Fiscal Year To Date Interest Earned 18,115 16,074 14,032 11,990 9,948 7,944 Fair Value Change Gain/(Loss) 5,802 2,553 6,004 13,338 10,863 6,240 Fiscal Year To Date change in fair value 62,211 56,409 53,856 47,852 34,514 23,651 Total Fiscal YTD earnings 80,326 72,483 67,888 59,842 44,462 31,595 MMF -
CAMP,

5.07%
Federal
Agencies,

94.93%
11 PAGE 69
YTM
365

Page 1 ends

Par Value Book Value
Maturity
Date
Stated
RateMarket Value
March 31, 2024
Portfolio Details - Investments
Average
BalanceIssuer
Portfolio Management

CAPITAL ENDOWMENT
Days to
MaturityMoody'sCUSIP Investment #
Purchase
Date
Money Market Fund-CAMP

5.556California Asset Management Pr14111 98,733.78 98,733.78 5.48098,733.78SYS14111 1 98,733.7898,733.7898,733.7898,733.78Subtotal and Average 5.556 1 Collateralized Money Market

4.800EAST WEST BANK13057 0.00 0.00 4.8000.00SYS13057 1

0.000.000.000.00Subtotal and Average 0.000 0
Federal Agency Issues - Coupon

1.000Federal Home Loan Bank13970 1,900,000.00 1,900,000.00 11/25/20241.00011/30/2021 1,849,451.45 Aaa3130APVG7 238 1,900,000.001,849,451.451,900,000.001,900,000.00Subtotal and Average 1.000 238 1,998,733.78 1,998,733.78 1.225 2261,948,185.23 1,998,733.78Total and Average Portfolio PASD
APData Updated: FUNDSNAP: 04/15/2024 16:00
Run Date: 04/15/2024 - 16:00 PM (PRF_PM2) 7.3.0
Report Ver. 7.3.6.1
12 PAGE 70

COMPLIANCE REPORT
Capital Endowment Portfolio
As of 03/31/24
Diversification Credit Quality Maturity
Portfolio State Gov't Portfolio Portfolio Credit Quality Portfolio % of total Code limits compliance Credit Quality per Gov Code compliance Maturity Money Market-CAMP 5.07% 100% In compliance n/a n/a In compliance In compliance Federal Agency Issues 94.93% 100% In compliance** Aaa AA+/Aaa In compliance In compliance 100.00%
Portfolio Value 1,955,294
**Compliance is measured based on the City's total investments which include the Pooled portfolio as well as the Power Reserve Fund. 13 PAGE 71
INVESTMENTS IN ISSUERS REPRESENTING OVER 5%

OF THE CAPITAL ENDOWMENT PORTFOLIO
March 31, 2024
Market Value % of Total
FHLB 1,849,451 94.59%
Total 1,849,451 94.59%
OTHER PORTFOLIO INVESTMENTS 105,842 5.41%
Total Investments 1,955,294 * 100.00%
note: * Includes Accrued Interest Receivable
14 PAGE 72

CAPITAL ENDOWMENT
Portfolio Management
Distribution of Investments By Type - Historic
(By Market Values)
In % Fiscal Year Total
June June June June June June June June 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Investment Type ## 2016 2017 2018 2019 2020 2021 2022 2023 2024 2024 2024 2024 Money Market - Collateralized 100.00 1.80 0.75 0.03 1.10 3.10 3.38 0.00 0.00 0.00 0.00 Federal Agency Issues - Coupon 0.00 0.00 0.00 0.00 0.00 0.00 96.62 95.44 95.42 94.96 94.93 Corporate Bonds - Coupon 0.00 0.00 99.25 99.97 98.90 96.90 0.00 0.00 0.00 0.00 0.00 Municipal Bonds 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 L.A.I.F. 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Certificate of Deposit 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Federal Agency Discount 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Treasury Securities 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Agency CMOs/Mortgage Backed 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Commerical Paper - Disc (Amortizing) 0.00 98.20 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Asset Backed Securities 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Mutual Funds 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Money Market - CAMP 0.00 0.00 0.00 0.00 0.00 0.00 0.00 4.56 4.58 5.04 5.07 Total 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 0.00 15 PAGE 73
III. Power Reserve Portfolio

PAGE 74

CITY OF PASADENA
Power Reserve Portfolio
Vicken Erganian
City Treasurer
March 2024

PORTFOLIO STRUCTURE AS OF 3/31/2024

TYPE MARKET VALUE PERCENT
Municipal Bonds 1,878,760 4.51%
Federal Agencies 29,488,531 70.79%
L.A.I.F. 44,322 0.11%
Money Market-CAMP 10,244,420 24.59%
TOTALS: 41,656,033 100.00%
Accrued Interest Receivable 234,585
GRAND TOTAL: 41,890,618
PORTFOLIO LIQUIDITY AS OF 3/31/2024
Percent of
Aging Interval Par Value Portfolio
0 - 30 days 10,288,742 20.60%
31 days - 1 Year 5,000,000 10.01%
1 - 2 Years - 0.00%
2 - 3 Years 2,000,000 4.00%
3 - 4 Years - 0.00%
4 - 5 Years 6,000,000 12.01%
Over 5 Years 26,666,667 53.38%
TOTAL: 49,955,409 100.00%

PORTFOLIO STATISTICS
Mar-24 Feb-24 Jan-24 Dec-23 Nov-23 Oct-23
Month-End Market Value 41,890,618 41,391,601 41,407,891 42,080,638 40,115,939 39,139,748 Modified Duration 5.36 5.38 5.44 5.65 5.43 5.36
Weighted Average Maturity 7.32 7.39 7.48 7.56 7.64 7.72 Current Book Yield to Maturity 2.479% 2.479% 2.477% 2.476% 2.475% 2.466% Effective Yield - Year to Date 2.450% 2.450% 2.430% 2.440% 2.440% 2.420% Interest Earned 103,009 102,452 102,288 102,342 102,103 101,409 Fiscal Year To Date Interest Earned 912,158 809,148 706,697 604,409 502,067 399,964 Fair Value Change Gain/(Loss) 395,984 (118,742) (775,036) 1,862,333 1,038,290 (654,594) Fiscal Year To Date change in fair value 488,188 92,204 210,946 985,982 (876,351) (1,914,641) Total Fiscal YTD Earnings 1,400,346 901,353 917,643 1,590,391 (374,284) (1,514,677) Money Market-
CAMP

1.03%
Fed Agency

70.79%
LAIF

0.11%
Municipal
Bonds

4.54%
16 PAGE 75
YTM
365

Page 1 ends

Par Value Book Value
Maturity
Date
Stated
RateMarket Value
March 31, 2024
Portfolio Details - Investments
Average
BalanceIssuer
Portfolio Management

POWER RESERVE FUND
Days to
MaturityMoody'sCUSIP Investment #
Purchase
Date
LAIF

4.220Local Agency Investment Fund6184 44,321.98 44,321.98 4.22044,321.98SYS6184 1 44,321.9844,321.9844,321.9844,321.98Subtotal and Average 4.220 1 Money Market Fund-CAMP

5.556California Asset Management Pr14063 10,244,420.18 10,244,420.18 5.48010,244,420.18SYS14063 1 10,244,420.1810,244,420.1810,244,420.1810,244,420.18Subtotal and Average 5.556 1 Collateralized Money Market

4.800EAST WEST BANK13066 0.00 0.00 4.8000.00SYS13066 1

0.000.000.000.00Subtotal and Average 0.000 0
Municipal Bonds

2.560LA County Redevelopment TABs13553 2,000,000.00 1,992,154.08 09/01/20262.37508/25/2016 1,878,760.00 Aa254465AGS5 883 1,992,154.081,878,760.002,000,000.001,992,027.53Subtotal and Average 2.560 883 Federal Agency Issues - Coupon

1.000Federal Home Loan Bank13969 5,000,000.00 5,000,000.00 11/25/20241.00011/30/2021 4,866,977.50 Aaa3130APV69 238

1.230Federal Farm Credit Bank13946 6,000,000.00 6,000,000.00 08/02/20281.23008/02/2021 5,221,692.66 Aaa3133EMX80 1,584

1.230Federal Farm Credit Bank13890 5,000,000.00 5,000,000.00 11/25/20301.23011/25/2020 4,047,203.50 Aaa3133EMHN5 2,429

1.850Federal Home Loan Bank13788 1,666,667.00 1,666,667.00 04/08/20321.85004/08/2020 1,352,950.54 Aaa3130AJEA3 2,929

2.000Federal Home Loan Bank13904 10,000,000.00 10,000,000.00 02/25/20362.00002/25/2021 7,521,818.20 Aaa3130AL3X0 4,347

2.000Federal Farm Credit Bank13875 10,000,000.00 10,000,000.00 10/15/20402.00010/15/2020 6,477,888.10 Aaa3133EMCV2 6,041 37,666,667.0029,488,530.5037,666,667.0037,666,667.00Subtotal and Average 1.636 3,494 49,947,436.69 49,955,409.16 2.479 2,67041,656,032.66 49,947,563.24Total and Average Portfolio PASD
APData Updated: FUNDSNAP: 04/15/2024 15:47
Run Date: 04/15/2024 - 15:47 PM (PRF_PM2) 7.3.0
Report Ver. 7.3.6.1
17 PAGE 76

COMPLIANCE REPORT
Power Reserve Portfolio
As of 03/31/24
Diversification Credit Quality Maturity
Portfolio State Gov't Portfolio Portfolio Credit Quality Portfolio % of total Code limits compliance Credit Quality per Gov Code compliance Maturity Municipal Bonds 4.51% 100% In compliance Aa2 A or better In compliance In compliance Federal Agency Issues 70.79% 100% In compliance Aaa AA+/Aaa In compliance In compliance Money Market-CAMP 24.59% 100% In compliance n/a n/a In compliance In compliance LAIF 0.11% 100% In compliance n/a n/a In compliance In compliance 100.00%
Portfolio Value 41,890,618
18 PAGE 77
INVESTMENTS IN ISSUERS REPRESENTING OVER 5%

OF THE POWER RESERVE PORTFOLIO
March 31, 2024
Market Value % of Total
FHLB 13,741,746 32.80%
FFCB 15,746,784 37.59%
Total Fed Agencies 29,488,531 70.39%
OTHER PORTFOLIO INVESTMENTS 12,402,087 29.61%
Total Investments 41,890,618 * 100.00%
note: * Includes Accrued Interest Receivable
19 PAGE 78
Power Reserve Portfolio - Total Return Performance
ICE BofA Power
3-5 Index Reserve
2005 Annual 0.980 2.615
2006 Annual 4.184 4.540
2007 Annual 7.656 6.960
2008 Annual 4.610 3.683
2009 Annual 3.784 3.714
2010 Annual 1.113 1.206
2011 Annual 1.555 2.547
2012 Annual 1.467 3.027
2013 Annual -0.143 -0.184
2014 Annual 2.446 2.688
2015 1st quarter 1.550 0.910
2nd quarter -0.178 0.039
3rd quarter 0.995 0.884
4th quarter -0.793 -0.469

1.574 1.364
2016 1st quarter 2.420 1.197
2nd quarter 1.390 0.560
3rd quarter 0.080 0.190
4th quarter -1.840 -2.340

2.050 -0.393
2017 1st quarter 0.773 0.830
2nd quarter 0.873 0.803
3rd quarter 0.567 0.515
4th quarter -0.398 0.071

1.815 2.219
2018 1st quarter -0.890 -0.702
2nd quarter 0.013 0.284
3rd quarter 0.188 0.048
4th quarter 1.812 1.987

1.123 1.617
2019 1st quarter 2.245 1.538
2nd quarter 2.530 1.704
3rd quarter 1.196 0.877
4th quarter 0.430 0.460

6.401 4.579
**2020 1st quarter 1.594 0.950
2nd quarter 1.215 0.625
3rd quarter 0.274 0.249
4th quarter 0.227 0.249

3.31 2.073
2021 1st quarter -1.178 -2.549
2nd quarter 0.634 3.715
3rd quarter -0.037 -0.554
4th quarter -0.896 -0.015
-1.477 0.597
2022 1st quarter -5.970 -6.886
2nd quarter -3.282 -4.182
3rd quarter -4.420 -5.972
4th quarter 1.918 0.454
-11.754 -16.586
2023 1st quarter 2.980 2.517
2nd quarter -1.230 -0.212
3rd quarter -1.916 -2.378
4th quarter 5.827 6.459

5.661 6.386
2024 1st quarter -0.464 -0.452
Yeld Fiscal YTD
Power Reserve YTM 2.48%
State Treasurer's LAIF yield 3.79%
2 Year Average Treasury yield 4.75%
Index changed to ICE BofA 5-7 in 2022
20 PAGE 79

POWER RESERVE FUND
Portfolio Management
Distribution of Investments By Type - Historic
(By Market Values)
In % Fiscal Year Total
June June June June June June June June 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Investment Type 2016 2017 2018 2019 2020 2021 2022 2023 2024 2024 2024 2024 Money Market - Collateralized 7.43 0.02 4.34 2.58 32.06 0.08 0.00 0.00 0.00 0.00 0.00 Municipal Bonds 7.24 7.00 6.92 6.02 3.43 3.93 4.50 4.56 4.66 4.48 4.51 Federal Agency Issues - Coupon 77.86 79.82 82.96 85.12 51.22 57.67 75.33 72.13 70.71 71.66 70.79 L.A.I.F. 0.24 0.24 0.24 0.26 0.00 32.77 18.69 0.11 0.11 0.10 0.11 Corporate Bonds - Coupon 7.23 12.92 5.54 6.02 13.29 5.56 0.00 0.00 0.00 0.00 0.00 Certificate of Deposit 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Federal Agency Discount 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Treasury Securities 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Agency CMOs/Mortgage Backed 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Commerical Paper - Disc (Amortizing) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Asset Backed Securities 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Mutual Funds 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Money Market - CAMP 0.00 0.00 0.00 0.00 0.00 0.00 1.48 23.21 24.52 23.76 24.59 Total 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 0.00 21 PAGE 80
IV. Miscellaneous Portfolios

PAGE 81
Fund Coupon Yield Maturity Face Value Cost Per Book Market Value City of Pasadena-Housing Succesor Agency
Money Mkt CAMP 5.480% 5.480% 2/1/2024 $2,447,929.09 $2,447,929.09 $2,447,929.09 LAIF 4.220% 4.220% 2/1/2024 $1.52 $1.52 $1.52
Weighted Average Maturity = 1 day $2,447,930.61 $2,447,930.61 $2,447,930.61 2002 Electric Revenue Reserve Fund
Money Mkt CAMP 5.480% 5.480% 2/1/2024 $118,439.64 $118,439.64 $118,439.64 FFCB 3133EMBH4 0.530% 0.530% 9/29/2025 $4,000,000.00 $4,000,000.00 $3,748,418.64 Weighted Average Maturity = 1.47 $4,118,439.64 $4,118,439.64 $3,866,858.28 Annandale Assessment District
Municipal Bonds-Annandale Assessment 6.000% 6.000% 9/2/2040 $887,735.00 $887,735.00 $887,735.00 Weighted Average Maturity = 16.66
Miscellaneous Funds
March 31, 2024

Page 1 ends

22 PAGE 82
Fund Coupon Yield Maturity Face Value Cost Per Book Market Value Miscellaneous Funds
March 31, 2024
2012A Electric Parity Reserve Fund
Money Mkt CAMP 5.480% 5.480% 2/1/2024 $18,147.13 $18,147.13 $18,147.13 FFCB 3133EMBH4 0.530% 0.530% 9/29/2025 $690,000.00 $690,000.00 $646,602.22 Weighted Average Maturity = 1.48 $708,147.13 $708,147.13 $664,749.35 2013A Electric Parity Reserve Fund
Money Mkt CAMP 5.480% 5.480% 2/1/2024 $319,128.21 $319,128.21 $319,128.21 FFCB 3133ELC28 0.730% 0.730% 5/27/2025 $8,000,000.00 $8,000,000.00 $7,619,669.28 Weighted Average Maturity = 1.13 $8,319,128.21 $8,319,128.21 $7,938,797.49

Page 2 ends

23 PAGE 83
Fund Coupon Yield Maturity Face Value Cost Per Book Market Value Miscellaneous Funds
March 31, 2024
2016A Electric Revenue Refunding Reserve
Money Mkt CAMP 5.480% 5.480% 2/1/2024 $62,553.48 $62,553.48 $62,553.48 FFCB 3133EMBH4 0.530% 0.530% 9/29/2025 $2,680,000.00 $2,680,000.00 $2,511,440.49 Weighted Average Maturity = 1.48 $2,742,553.48 $2,742,553.48 $2,573,993.97 2020A Water Refund Revenue Bonds Project
LAIF 4.220% 4.220% 2/1/2024 $4,712.87 $4,712.87 $4,712.87 Weighted Average Maturity = 1 day $4,712.87 $4,712.87 $4,712.87 2021A Water Refund Revenue Bonds Project
LAIF 4.220% 4.220% 2/1/2024 $14,588.98 $14,588.98 $14,588.98 Money Mkt CAMP 5.480% 5.480% 2/1/2024 $1,252.43 $1,252.43 $1,252.43 Weighted Average Maturity = 1 day $15,841.41 $15,841.41 $15,841.41 GRAND TOTAL: $19,244,488.35 $19,244,488.35 $18,400,618.98

Page 3 ends

24 PAGE 84
V. Investments Held by Trustees

PAGE 85
Schedule of Funds Held by Trustees

CITY OF PASADENA
For Period Ending 3/31/2024 Market Yield 5.21%
Maturity 04/01/24
$ Amount
Trustee/Officer Issue Name Shares/Par Cost Market Maturity % Maturity Date Investment Value Value Date Yld
BNY 2021A Water Revenue Refunding Bonds
Amy Green COI-2021A Account #209092
(213)630-6204 Cash - - - 04/01/24 0.00%
Lena Chan Debt Service-2021A Account #209093
(213) 630-6253 Cash - - - 04/01/24 0.00%
Reserve-2021A Account #209094
DREFUS GOVT CM INST 289 Cusip: X9USDDGCM 853,488.29 853,488.29 853,488.29 04/01/24 5.20% Cash - - - 04/01/24 0.00%
Total 853,488.29 853,488.29 853,488.29
BNY 2020A Water Revenue Refunding Bonds
Amy Green COI-2020 Account #746583
(213)630-6204 Goldman Fincl Sq Govt Instl 465 CUSIP:X9USDGLDS - - - 04/01/24 5.21% Lena Chan DEBT SERVICE-2020 Account #746585
(213) 630-6253 Goldman Fincl Sq Govt Instl 465 CUSIP:X9USDGLDS - - - 04/01/24 5.21% Total - - -
2020AB POB Bonds
BNY POB COI-2020B Account #220413
Amy Green BlackRock Treasury Turst Dollars 63 Cusip: X9USDBTRD - - - 04/01/24 0.02% (213)630-6204 POB Bond Fund-2020B Account #220414
Lena Chan Goldman Fincl Sq Govt Instl 465 CUSIP:X9USDGLDS 522.49 522.49 522.49 04/01/24 5.21% (213) 630-6253 POB Bond Fund-2020B Account #220415
Blackrock Tresus Trust Dollar 11 Cusip: X9USDBTRO 82.27 82.27 82.27 04/01/24 4.97% POB COI-2020A Account #765976
Goldman Fincl Sq Govt Instl 465 CUSIP:X9USDGLDS - - - 04/01/24 5.21% POB Bond Fund-2020A Account #765990
Goldman Fincl Sq Govt Instl 465 CUSIP:X9USDGLDS 1,134.41 1,134.41 1,134.41 04/01/24 5.21% POB Bond Fund-2020A Account #765996
Blackrock Tresus Trust Dollar 11 Cusip: X9USDBTRO 179.21 179.21 179.21 04/01/24 4.97% Total 1,918.38 1,918.38 1,918.38
2019A Electric Revenue Bonds
BNY Electric COI-2019A Account #106207
Amy Green Goldman Fincl Sq Govt Instl 465 CUSIP:X9USDGLDS 39,070.05 39,070.05 39,070.05 04/01/24 5.21% (213)630-6204 Electric Bond Fund-2019A Account #113813 - Lena Chan Goldman Fincl Sq Govt Instl 465 CUSIP:X9USDGLDS 29.39 29.39 29.39 04/01/24 5.21% (213) 630-6253 - - - 04/01/24 5.21%
Total 39,099.44 39,099.44 39,099.44

Page 1 of 5 ends

25 PAGE 86
Schedule of Funds Held by Trustees

CITY OF PASADENA
For Period Ending 3/31/2024 Market Yield 5.21%
Maturity 04/01/24
$ Amount
Trustee/Officer Issue Name Shares/Par Cost Market Maturity % Maturity Date Investment Value Value Date Yld
US Bank 2018AB Rose Bowl Pasadena PFA Lease Revenue Bonds Ilse Vlach Interest Fund- Series 2018A Account #248882000 (213) 615-6051 Fidelity Govt Protfolio CI Cusp:316175108 447.13 447.13 447.13 04/01/24 5.21% Adriana Marshall Costs of Issuance- Series 2018A Account #248882002 (213) 615-6033 Fidelity Govt Protfolio CI Cusp:316175108 - - - 04/01/24 5.26% Interest Fund- Series 2018B Account #248882100
Fidelity Govt Protfolio CI Cusp:316175108 55.19 55.19 55.19 04/01/24 5.21% Principal Fund- Series 2018B Account #248882101
Fidelity Govt Protfolio CI Cusp:316175108 834.83 834.83 834.83 04/01/24 5.21% Costs of Issuance- Series 2018B Account #248882102
Fidelity Govt Obl Fd Cl D 316175108 - - - 04/01/24 5.26% Total 1,337.15 1,337.15 1,337.15
2017A Water Revenue Bonds
BNY Debt Service-2017A Account #948165
Amy Green Goldman Fincl Sq Govt Instl 465 CUSIP:X9USDGLDS - - - 04/01/24 5.21% (213)630-6204 Reserve Fund-2017A Account #948269
Lena Chan Federal Home Loan Banks Cusip: 3130AL3S1 1,050,000.00 1,050,000.00 971,397.00 02/17/26 0.68% (213) 630-6253 DREYFUS CUSIP:X9USSGCM 42,214.56 42,214.56 42,214.56 04/01/24 5.20% Total 1,092,214.56 1,092,214.56 1,013,611.56
US Bank 2016A Rose Bowl Pasadena PFA Lease Revenue Bonds Ilse Vlach Interest Fund- Series 2016A Account #264433000 (213) 615-6051 Fidelity Govt Protfolio CI Cusp:316175108 440,751.34 440,751.34 440,751.34 04/01/24 5.21% Principal Fund- Series 2016A Account #264433001
Fidelity Govt Protfolio CI Cusp:316175108 4,310,006.29 4,310,006.29 4,310,006.29 04/01/24 5.21% Adriana Marshall
Insurance & Condemnation Fund- Series 2016A Account
#264433002
(213) 615-6033 Fidelity Govt Obl Fd Cl D 316175108 0.19 0.19 0.19 04/01/24 5.21% Cost of Issuance- Series 2016A Account #264433003
First American Govt Obl Fd Cl D 31846V401 - - - 04/01/24 5.26% Total 4,750,757.82 4,750,757.82 4,750,757.82
BNY Pasadena 2015A COPS Bond
Amy Green COPS Base Rental-2015A Account #336964
(213)630-6204 Cash Balance - - - 04/01/24 0.00%
Lena Chan Goldman Fincl Sq Govt Instl 465 CUSIP:X9USDGLDS - - - 04/01/24 5.21% (213) 630-6253 Total - - -

Page 2 of 5 ends

26 PAGE 87
Schedule of Funds Held by Trustees

CITY OF PASADENA
For Period Ending 3/31/2024 Market Yield 5.21%
Maturity 04/01/24
$ Amount
Trustee/Officer Issue Name Shares/Par Cost Market Maturity % Maturity Date Investment Value Value Date Yld
BNY Pasadena Tax Pension 2015AB Bond
Amy Green Bond Fund-2015A POB Account #479226
(213)630-6204 Goldman Fincl Sq Govt Instl 465 CUSIP:X9USDGLDS 613.35 613.35 613.35 04/01/24 5.21% Lena Chan Cash Balance - - - 04/01/24 0.00%
(213) 630-6253 Bond Fund-2015A POB Account #479227
Goldman Fincl Sq Govt Instl 465 CUSIP:X9USDGLDS 247.84 247.84 247.84 04/01/24 5.21% Cash Balance 04/01/24 0.00%
Bond Fund-2015A POB Account #479231
Goldman Fincl Sq Govt Instl 465 CUSIP:X9USDGLDS 72.41 72.41 72.41 04/01/24 5.21% Cash Balance - - - 04/01/24 0.00%
Total 933.60 933.60 933.60
BNY Pasadena Water Revenue 2010AB
Amy Green 2010 A Parity Reserve Account #286245
(213)630-6204 DREYFUS CUSIP:X9USSGCM 29,896.72 29,896.72 29,896.72 04/01/24 5.20% Lena Chan Federal Home Loan Bank CUSIP:3130AL3S1 1,350,000.00 1,350,000.00 1,248,939.00 02/17/26 0.68% (213) 630-6253 Cash - - - 04/01/24 0.00%
2010 B Debt Service Account #286247
Cash - - - 04/01/24 4.19%
2010 B Parity Reserve Account #286248
DREYFUS CUSIP:X9USSGCM 9,034.14 9,034.14 9,034.14 04/01/24 5.20% Federal Home Loan Bank CUSIP:3130AL3S1 300,000.00 300,000.00 277,542.00 02/17/26 0.68% Cash - - - 04/01/24 0.00%
2010 A Debt Service Fund Account #286295
Cash - - - 04/01/24 0.00%
Total 1,688,930.86 1,688,930.86 1,565,411.86
US Bank 2010 Rose Bowl Pasadena PFA Lease Revenue Bonds Ilse Vlach Interest Fund (S631591)
(213) 615-6051 Fidelity Instl Mm Fds Government I CUSIP:316175108 6,720.97 6,720.97 6,720.97 04/01/24 5.21% Adriana Marshall Cash - - - 04/01/24 0.00%
(213) 615-6071 Principal Fund (S631592)
Fidelity Instl Mm Fds Government I CUSIP:316175108 3.37 3.37 3.37 04/01/24 5.21% Bond Reserve Fund (S631593)
Federal Home Loan Bank Funds CUSIP: 3130ALBD5 15,500,000.00 15,500,000.00 10,471,335.00 02/25/41 3.18% Fidelity Instl Mm Fds Government I CUSIP:316175108 240,645.71 240,645.71 240,645.71 04/01/24 5.21% Cash - - - 04/01/24 0.00%
Total 15,747,370.05 15,747,370.05 10,718,705.05

Page 3 of 5 ends

27 PAGE 88
Schedule of Funds Held by Trustees

CITY OF PASADENA
For Period Ending 3/31/2024 Market Yield 5.21%
Maturity 04/01/24
$ Amount
Trustee/Officer Issue Name Shares/Par Cost Market Maturity % Maturity Date Investment Value Value Date Yld
Computershare Corporate Trust PPFA (Paseo Colorado Parking Facilities) 2008 Tracy Mason Bond Fund Account #23200100
(213) 253-7536 Allspring Government Money Market Service 11.70 11.70 11.70 04/01/24 4.93% Cash 90,269.74 90,269.74 90,269.74 04/01/24 0.00% Reserve Fund Account #23200101
[email protected] Cusip: 3130APVC6 2,000,000.00 2,000,000.00 1,840,160.00 12/01/26 1.38% Well Fargo Advantage Government Money Market Service - - - 04/01/24 0.01% Cost of Issuance Fund Account #23200103
Well Fargo Advantage Government Money Market Service - - - 04/01/24 0.00% Total 2,090,281.44 2,090,281.44 1,930,441.44
BNY Pasadena 2006,2008,2015 COP Reserves
Amy Green Reserve Account #281635
(213)630-6204 Federal Home Loan Banks CUSIP:3130AKKQ8 4,950,000.00 4,950,000.00 3,998,115.00 12/23/30 1.25% Lena Chan Goldman Fincl Sq Govt Instl 465 CUSIP:X9USDGLDS 129,319.66 129,319.66 129,319.66 04/01/24 5.21% (213) 630-6253 Cash - - - 04/01/24 0.00%
Total 5,079,319.66 5,079,319.66 4,127,434.66
Pasadena 2008AB COPS, 15A Parity Reserve
BNY Reserve Fund #281207
Amy Green Federal Home Loan Banks CUSIP:3130AKKQ8 1,325,000.00 1,325,000.00 1,070,202.50 12/23/30 1.55% (213)630-6204 Goldman Fincl Sq Govt Instl 465 CUSIP:X9USDGLDS 34,615.84 34,615.84 34,615.84 04/01/24 5.21% Lena Chan Cash Balance - - -
(213) 630-6253 Total 1,359,615.84 1,359,615.84 1,104,818.34 BNY Pasadena 2008A COPS
Amy Green Base Rental Fund #281732
(213)630-6204 Goldman Fincl Sq Govt Instl 465 CUSIP:X9USDGLDS 268,748.04 268,748.04 268,748.04 04/01/24 5.21% Lena Chan Cash Balance - - - 0.00%
(213) 630-6253 Interest Fund #281733
Goldman Fincl Sq Govt Instl 465 CUSIP:X9USDGLDS 17.43 17.43 17.43 04/01/24 5.21% Letter of Credit #281734
Bank of America CUS: S86494570 1.00 1.00 1.00 03/31/25 0.00% Goldman Fincl Sq Govt Instl 465 CUSIP:X9USDGLDS 0.36 0.36 0.36 04/01/24 5.21% Total 268,766.83 268,766.83 268,766.83
BNY Pasadena Conf Ctr 2006AB

Page 4 of 5 ends

28 PAGE 89
Schedule of Funds Held by Trustees

CITY OF PASADENA
For Period Ending 3/31/2024 Market Yield 5.21%
Maturity 04/01/24
$ Amount
Trustee/Officer Issue Name Shares/Par Cost Market Maturity % Maturity Date Investment Value Value Date Yld
Amy Green Reserve Fund #281722
(213)630-6204 Federal Home Loan Banks CUSIP:3130AJRH4 10,800,000.00 10,800,000.00 7,444,440.00 06/29/40 3.00% Lena Chan Federal Home Loan Banks CUSIP:3130AKKQ8 270,000.00 270,000.00 218,079.00 12/23/30 1.55% (213) 630-6253 Goldman Fincl Sq Govt Instl 465 CUSIP:X9USDGLDS 474,074.41 474,074.41 474,074.41 04/01/24 5.21% Cash Balance - - - 01/00/00 0.00%
Total 11,544,074.41 11,544,074.41 8,136,593.41
BNY Pasadena Water Revenue 2003
Amy Green Parity Reserve Account #281651
(213)630-6204 Federal Home Loan Banks CUSIP: 3130AL3S1 1,000,000.00 1,000,000.00 925,140.00 02/17/26 0.68% Lena Chan DREYFUS GOVT CM INST 289 CUSIP: X9USDDGCM 27,966.76 27,966.76 27,966.76 04/01/24 5.21% (213) 630-6253 Cash - - - 04/01/24 0.00%
Total 1,027,966.76 1,027,966.76 953,106.76
BNY COPS Parity Reserve Fund(2006A, and 2008ABC COP)
Amy Green Certificate Reserve #281143
(213)630-6204 Federal Home Loan Banks CUSIP: 3130AKKQ8 2,025,000.00 2,025,000.00 1,635,592.50 12/23/30 1.55% Lena Chan Goldman Fincl Sq Govt Instl 465 CUSIP:X9USDGLDS 52,905.03 52,905.03 52,905.03 04/01/24 5.21% (213) 630-6253 Cash - - - 04/01/24 0.00%
(In aggegrate with 2006A, Total Funds 2,077,905.03 2,077,905.03 1,688,497.53 and 2008ABC COP reserve)
SCPPA SCPPA Investments
Atif Haji Datoo SCPPA Project Stabilization Fund
(213) 367-4668 Fidelity Inst MMKT GOVT 57CUSIP:X9USDFIN 97,224.24 97,224.24 97,224.24 04/01/24 5.22% Fidelity Inst MMKT GOVT 57CUSIP:X9USDFIN 2,222,142.03 2,222,142.03 2,222,142.03 04/01/24 5.22% Federal Home Loan Bank CUSIP: 3130ANZG8 1,000,000.00 999,800.00 979,610.00 09/16/24 0.77% - - - 0.00%
- - - 0.00%
Total 3,319,366.27 3,319,166.27 3,298,976.27
TOTAL FUND BALANCE 50,943,346.39$ 50,943,146.39$ 40,453,898.39$

Page 5 of 5 ends

29 PAGE 90
VI. PARS Section 115 Trust

PAGE 91
City of Pasadena
PARS Section 115 Trust
For the Month Ended March 31, 2024
Pension Account 6746056200
Mayket Value Book Value
Beginning Balance 12,885,819.60 12,519,096.11
Activity
Contributions - -
Disbursements - -
Total - -
Net Investment Income
Dividends 48,837.33 48,837.33
Interest 2,978.86 2,978.86
Other Income - -
Change in Accrued Income (185.68) (185.68)
Total Investment Income 51,630.51 51,630.51
Net Change in Unrealized Gain/Loss 160,396.46 -
Realized Gain/Loss 6,878.64 6,878.64
Total Mayket Value Adjustment 167,275.10 6,878.64
Trust Fees (2,743.06) (2,743.06)
PARS Fee (Net of Depository Earnings) (2,486.51) (2,486.51) Unreconciled Difference - -
Total (5,229.57) (5,229.57)
Ending Balance 13,099,495.64 12,572,375.69
1 Year Inception To Date
Investment Return (Inception-To-Date as of 03/31/2024) 9.42% 4.17% BenchMayk Return (PARS Moderately Conservative) 8.67% 4.31% Asset Allocation
Market Value Percentage
Cash and Equivalents 663,933.71 5.07%
Equity 4,003,566.49 30.56%
Fixed Income 8,429,202.26 64.35%
Accrued Income 2,793.18 0.02%
Total 13,099,495.64 100.00%
Account Manager:

Kyra Clarke
3121 Michelson Dr 3rd Fl
Irvine, CA 92612
949-224-7214, [email protected]
Cash and Equivalents

5.07%
Equity

30.56%
Fixed Income

64.35%
Accrued Income

0.02%
30 PAGE 92
City of Pasadena
PARS Section 115 Trust
For the Month Ended March 31, 2024
Post Employments Benefits Trust 6746056201
Mayket Value Book Value
Beginning Balance 2,440,701.47 2,372,669.77
Activity
Contributions - -
Disbursements - -
Total - -
Net Investment Income
Dividends 9,290.22 9,290.22
Interest 476.62 476.62
Other Income - -
Change in Accrued Income (44.78) (44.78)
Total Investment Income 9,722.06 9,722.06
Net Change in Unrealized Gain/Loss, Fee Receipts & Deliveries Net 30,984.71 - Realized Gain/Loss 1,330.36 1,330.36
Total Mayket Value Adjustment 32,315.07 1,330.36
Trust Fees (524.03) (524.03)
PARS Fee (Net of Depository Earnings) (470.97) (470.97) Unreconciled Difference - -
Total (995.00) (995.00)
Ending Balance 2,481,743.60 2,382,727.19
1 Year Inception To Date
Investment Return (Inception-To-Date as of 03/31/2024) 9.49% 4.26% BenchMayk Return (PARS Moderately Conservative) 8.67% 4.34% Asset Allocation
Marrket Value Percentage
Cash and Equivalents 100,695.91 4.06%
Equity 775,149.06 31.23%
Fixed Income 1,605,466.79 64.69%
Accrued Income 431.84 0.02%
Total 2,481,743.60 100.00%
Account Manager:

Kyra Clarke
3121 Michelson Dr 3rd Fl
Irvine, CA 92612
949-224-7214, [email protected]
Cash and Equivalents

4.06%
Equity

31.23%
Fixed Income

64.69%
Accrued Income

0.02%
31 PAGE 93

NEW BUSINESS
ITEM 4

4. PROVIDE DIRECTION REGARDING THE INDEPENDENT ANALYSIS

OF THE OPPORTUNITY FOR FAMILY GOLF AT THE BROOKSIDE

GOLF COURSE

PAGE 94
July 8, 2024
TO:

FROM:

SUBJECT:

Honorable Chair and Committee Members
Department of Finance

PROVIDE DIRECTION REGARDING THE INDEPENDENT ANALYSIS

OF THE OPPORTUNITY FOR FAMILY GOLF AT THE BROOKSIDE

GOLF COURSE
RECOMMENDATION:

It is recommended that the City Council:
1) Find that the action proposed herein are exempt from the California Environmental Quality Act ("CEQA") pursuant to State CEQA Guidelines Section 15061 (b)(3)(Common Sense Exemption); and
2) Provide direction regarding the independent analysis of the Family Golf opportunity at the Brookside Golf Course.

BACKGROUND:

On July 10, 2023, the Rose Bowl Operating Company (RBOC) sought approval from the City Council to adopt a Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program for the Brookside Golf Course Improvement Project and provide financial assistance in the form of a loan of up to $1.0 million toward the project. The improvement project consisted of two key elements: modern miniature golf and a driving range expansion. After considerable conversation, the item was tabled for additional information and outreach, which included direction for the City to conduct an independent analysis of the Family Golf proposal to determine its financial viability.

The City's Finance Department led the effort for the independent analysis and hired National Golf Foundation (NGF) to complete the work. The scope of work for NGF included a market analysis of golf in the region, review of the proposed site plans at Brookside, review of the proposed RBOC operating program for Brookside and Family Golf, evaluation of likely utilization levels, and preparation of financial projections for the expanded driving range, modern miniature golf, and related food and beverage. NGF's analyses is included at Attachment A.

MEETING OF _____ _ AGENDA IT EM i\JO. ____ _

PAGE 95

PAGE 96

PAGE 97

PAGE 98

PAGE 99

Analysis of
Proposed Family Golf Project at
Brookside Golf Club

Prepared for:

City of Pasadena, CA
100 N. Garfield Ave.

Pasadena, CA 91101

Prepared By:
501 N. Highway A1a
Jupiter, FL 33477
(561) 744-6006

May 2024
Attachment A

PAGE 100

Table of Contents
GENERAL LIMITING CONDITIONS ................................................................................................... 1 INTRODUCTION AND STUDY PURPOSE ........................................................................................... 2 NGF KEY TAKEAWAYS ......................................................................................................................... 3 BROOKSIDE GC FAMILY GOLF PROJECT OVERVIEW ............................................................... 6 Brookside Golf Club Overview ............................................................................................................ 6 Overview – Golf Courses and Practice Facilities ......................................................................................... 6 Other Features / Amenities / Structures ........................................................................................................ 7 Location and Access ..................................................................................................................................... 7 Management Structure / Governance ........................................................................................................... 8 Recent Operating Results ............................................................................................................................. 8 Proposed Family Golf Project ............................................................................................................... 9 Other Considerations .................................................................................................................................. 10 NGF Review of RBOC Feasibility / Pro Forma Projections............................................................... 11 MARKET ANALYSIS ............................................................................................................................. 14 National Golf Industry Overview ........................................................................................................ 14 National Overview Summary – Potential Implications for Brookside GC Project..................................... 18 Local/Regional Golf Market Analysis ................................................................................................ 19 Local Market Demographic Overview ....................................................................................................... 19 Local Market Golf Supply and Demand Overview .................................................................................... 19 Regional Public Golf Market ...................................................................................................................... 21 “Technology / Entertainment” Driving Ranges .......................................................................................... 24 Miniature Golf ............................................................................................................................................ 27 FAMILY GOLF MARKET OPPORTUNITY CONCLUSIONS ........................................................ 28 Positive Factors – Driving Range ....................................................................................................... 28 Positive Factors – Miniature Golf ....................................................................................................... 29 Potential Threats / Constraining Factors ............................................................................................. 30 NGF Market Opportunity Conclusion ................................................................................................ 30 PROJECTED FINANCIAL PERFORMANCE OF FAMILY GOLF AT BROOKSIDE GC .......... 31 Basic Assumptions .............................................................................................................................. 31 Utilization, Revenue and Expense Assumptions ................................................................................. 32 Activity Level and Revenue Inputs ............................................................................................................ 32 Operating Expenses .................................................................................................................................... 32 Miniature Golf ............................................................................................................................................ 34 Family Golf – NGF Incremental Revenue Model ...................................................................................... 35 Summary of Estimated Family Golf Performance (Stabilized) .................................................................. 36 Limiting Conditions.................................................................................................................................... 36 APPENDICES ........................................................................................................................................... 37 Appendix A – Miscellaneous Exhibits ................................................................................................ 38 Exhibit 1 - Brookside Golf Club Recent Operating Results ....................................................................... 38 Exhibit 2 – Summary Information – California Toptracer Comparables ................................................... 39 Appendix B – National Rounds Played .............................................................................................. 41 Appendix C – Local Demographic, Demand And Supply Data ......................................................... 46

PAGE 101
National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 1 General Limiting Conditions
This report is based on information that was current as of fall, 2023. The assessment is based on conditions at the time of the analysis (e.g., economic and market conditions) and significant changes in those conditions – including the ultimate driving range and Family Golf program – would likely affect the relevance of the assessment.

Although we believe that the expectations in this report are reasonable, any of the estimates contained herein could prove to be incorrect. To the extent possible, the NGF has attempted to verify and confirm all estimates and assumptions used in this analysis. However, some assumptions may not materialize due to known or unknown risks and/or unanticipated events. Consequently, actual results achieved by any golf facility during the period covered by NGF projections may vary from our estimates and these variations may be material. As such, the National Golf Foundation accepts no liability in relation to the estimates provided herein.

Every reasonable effort was made to ensure the data and information contained in the written report are accurate, timely, and reliable. We note that this report contains references and descriptive information from other consultant studies, and NGF does not attest to the accuracy of these outside studies. NGF assumes no responsibility for inaccuracies in reporting by the client, client's agents, or any other data source used in preparing the report.

The Client (“City”) agrees that the report is not to be used in conjunction with any public or private offering of debt or equity securities or to otherwise induce investment without the prior written consent of NGF Consulting, which may be conditioned upon client agreeing to pay an additional fee in an amount to be reasonably determined by NGF Consulting.

This study is qualified in its entirety by, and should be considered in the context of, these limitations and conditions.

PAGE 102
National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 2 Introduction and Study Purpose
The City of Pasadena, California (“City”) retained National Golf Foundation Consulting (“NGF”) to study the financial feasibility of expanding the existing driving range at the City’s Brookside Golf Club (“Brookside”, “Brookside GC”, or “BGC”). Specifically, the Rose Bowl Operating Company, which manages Brookside (though operating lease with American Golf Corporation) on behalf of the City, is considering expanding the number of tee stations and adding a technology / golf entertainment component to the range. Additionally, RBOC plans to add a 36-hole, modern miniature golf course to Brookside.

The RBOC’s intent is to explore opportunities for generating incremental net revenues while also expanding opportunities for players to practice and improve their overall games through technology.

Though highly profitable, Brookside GC is an expensive facility to maintain and is challenged by the high cost of potable irrigation water. Non-golf revenue opportunities – including the closure of the golf courses for ±35 events each year - also act as a constraint to maximizing golf financial performance. The RBOC intends the proposed Family Golf project, comprising both the driving range expansion and the addition of modern mini golf, to be a key driver of long-term sustainability for Brookside.

The City of Pasadena retained NGF Consulting to provide an independent third-party review of existing financial due diligence and feasibility analysis of the proposed Family Golf program. As referred to in this report, Family Golf comprises an expansion of the driving range from 20 to 60 tee stations, addition of Toptracer technology and lighting to the range, and the addition of two (2) 18-hole modern miniature golf courses. We note that the final program – e.g., the location and specifications of the miniature golf courses, food & beverage service program, nature, and number of technology stations/bays, how many entertainment bays, etc. – is still coalescing as of this report.

This NGF report is intended to provide expert analysis and opinion to the City regarding the achievability of the projected use levels and incremental net operating income for the proposed improvement project at Brookside GC. The NGF scope of services comprised:
➢ Market analysis – Analysis of external factors, such as demographic and economic trends, that have the potential to affect demand for an enhanced range at Brookside GC. The market analysis also included a review of the local competitive market for driving ranges, as well as primary research related to technology-enhanced driving ranges and high-end, modern miniature golf. ➢ Review of proposed program and completed due diligence – NGF reviewed preliminary plans and schematics for the driving range and Family Golf, as well as previous feasibility studies done by Pro Forma Advisors the plan components. The review included an analysis of pro forma projections for reasonableness of assumptions, methodology, input variables, etc. ➢ Financial projections - Based on our review of Brookside GC, the local market, and regional comparable facilities, NGF created utilization / pro forma model(s) for the technology driving range and high-end mini/family golf course(s).

The NGF study was managed by Ed Getherall, MBA, Director of Consulting. Research and Consulting Administrator Jodi Reilly provided research assistance. Consultant activities completed for this project included regular online and phone meetings with City and RBOC staff.

PAGE 103
National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 3 NGF Key Takeaways
The findings below comprise NGF Consulting’s key observations related to our analysis of the Family Golf project at Brookside Golf Club and the market in which it will operate. Supporting narrative, tables, and exhibits are included in the body of the report and Appendix.

General
➢ The City of Pasadena retained NGF Consulting to provide an independent financial feasibility analysis of the proposed Family Golf program at Brookside Golf Club. As referred to in this report, Family Golf comprises an expansion of the driving range from 20 to 60 tee stations, addition of Toptracer technology and lighting to the range, and the addition of two (2) 18-hole modern miniature golf courses.
➢ The location of the miniature golf and the final program for the driving range are among the key elements of the proposed Family Golf project that are still coalescing. NGF’s conclusions and projections in this report assume, among other things, that Brookside will offer a high-quality Family Golf product that will feature night-lighting, operating hours until at least 10 pm for most nights of the year, and high-quality, convenient food & beverage service.

National Golf Industry Trends
➢ Golf participation is one of the core measures of golf’s vitality. The national golfer number has generally been on the rise over the last half decade plus, increasing from 23.8 million people in 2017 to 25.6 million in 2022, when green grass participation increased for the fifth straight year – something that had not happened in two decades. Counting both on-course and off-course participation, 37.5 million Americans age 6+ played golf in 2021. In 2022, for the first time, off-course golf participation surpassed on-course. ➢ A key part of keeping golfers engaged – especially for the critical young adult cohort and those new to the sport – is facilities offering golf entertainment and technology / gaming options. This trend dovetails on the rapid increase in popularity of off-course venues such as Topgolf and DriveShack, which combine high-tech driving ranges with a focus on food & beverage and socializing, and whose customer bases comprise ±60% non-golfers. ➢ Enhancing the appeal of existing on-course driving ranges through the addition of game improvement and entertainment-oriented technology – e.g., ball tracking, interactive games/contests, virtual competitions – is a major trend in the industry. (In the report, NGF provides mini case studies for several high-volume California driving ranges that have benefitted from adding technology.
➢ Prior to a recent upsurge, the miniature golf industry in the U.S. saw stagnation due largely to the difficulty in securing affordable sites in good locations. National trends show a resurgence for this type of product - modernized to reflect current materials, tastes, and designs. Amplifying this trend for Brookside is the fact that there is little, if any, quality competition in the regional market.

Local Market Factors
➢ The primary market from which Family Golf would draw customers has been determined to be a ±20-minute drivetime. The demographics of this trade area are favorable for Family Golf, with an age 6+ population of ~1.3 million and a median household income level exceeding $100,000 per year. The venue would also benefit from a very favorable location.

PAGE 104
National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 4 ➢ Median household incomes in the local markets are significantly higher than the national median (though mitigated by the high cost of living). For example, the 5-mile market shows MHI of $113,550, about 61% higher than the US median (19% higher than the state of California figure of $95,671). The 20-minute drivetime market shows a MHI of about $88,157, or about 25% higher than the U.S. Ongoing NGF national consumer research has repeatedly shown that both income and age correlate positively with golf participation. ➢ Brookside’ primary trade area and the overall regional market have very favorable per capita supply numbers for public golf courses. Both Los Angeles County– the most undersupplied large market in the country – and the defined 20-minute primary trade area have 4 to 4.5 times as many golfers per 18 holes of public golf than does the overall U.S. ➢ Twenty (20) driving range tee stations are drastically insufficient to serve 36 holes of regulation golf in a high-density market, especially at a golf facility generating 150,000+ annual rounds and fulfilling more than 1,000 Players Card members that have range credits of $15 per day. The lack of capacity discourages use by non-members and may constrain rounds played and ancillary revenues at Brookside.
➢ There is relative lack of competitors in the regional market for technology enhanced driving ranges, including Alhambra Golf Course (Toptracer Range), Scholl Canyon Golf & Tennis (TrackMan Range stations expected to be member-only soon), and Glenoaks (Toptracer), which is outside the primary trade area in Glendora.
➢ The market analysis shows there is also a lack of miniature golf courses located at traditional golf courses, limited to only the 9-hole miniature golf course that is part of the City of South Pasadena’s 18-hole, par-3 Arroyo Seco Golf Course. This facility, though reported to have been renovated recently, is lacking in the context of modern miniature golf standards and significantly inferior to the venue that is proposed at Brookside.

Market Opportunity Conclusions
➢ NGF concludes that positive market factors and macro golf demand trends – as discussed in the body of the report - point to a strong opportunity for an expanded, high-quality technology- enhanced driving range at Brookside GC to be a successful regional draw that generates significant annual incremental net revenues for RBOC and the City. ➢ For miniature golf, assuming a high-quality, modern facility supported by vigorous marketing and promotion, NGF anticipates that Brookside Family Golf would quickly capture a large share of its addressable market.
➢ Each of the Family Golf components will help to broaden Brookside’s appeal among non-golfers, including the large cohort of interested non-golfers (“latent demand”). ➢ In order to take full advantage of the opportunities the Family Golf project presents to Brookside GC, RBOC, and the City of Pasadena, we believe these are important considerations:
• Yardage and par should ideally be preserved on the E.O. Nay course, though we do not believe reducing the layout to par 70 - should it become necessary - will be a demand / revenue constraint in this market.
• Historical preservation of the William P. Bell designed courses should be given proper attention and budget when considering the necessary reconfiguration to accommodate the Family Golf project. NGF recommends integrating a qualified golf course architect to the team to provide expertise and recommendations related to the historical aspects of proposed re configurations, as well as issues related to course strategy and playability.

PAGE 105
National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 5 ➢ In terms of potential factors that could constrain the success of Family Golf, increased market competition could result in reduced market share for the venues. Consistent with emerging trends, it is certainly possible that one or more nearby golf facilities will enhance their driving ranges with technology. However, we believe the market is robust enough to absorb more competition without materially affecting demand at Brookside. The addition of new competitors to the miniature golf element is less likely, though national chains such as PopStroke may find regional location(s) that have workable economics for them.

Financial Analysis and Projections
➢ Previous RBOC financial projections for Family Golf projected incremental range revenues by accounting for the additional sales of Players Card memberships that would be afforded by the expansion of the range to 60 stations. NGF modeled its projections assuming only daily fee bucket sales for the 40 regular Toptracer tee stations (monitors or mobile app only) and hourly rentals for 20 furnished entertainment bays. We note that the RBOC is still refining the program elements, such as the mix of station types, hours of operation, etc. ➢ NGF’s projections do not include ancillary incremental revenues likely to result from Family Golf, including green/cart fees from additional rounds of golf (e.g., outing rounds due to expanded range), as well as revenue related to instruction, club fitting, and merchandise sales. ➢ NGF has estimated incremental expenses to be equal to 35% of total gross revenues, based on interviews with golf course operators and industry contacts. Incremental operating expenses associated with the addition of the Toptracer technology and the expansion of the range to 60 stations will include technology lease payments, as well as labor, general maintenance, supplies (higher quality range balls and mats, rental clubs for entertainment bays), marketing / direct sales, electricity, and general maintenance.
➢ NGF’s activity and revenue model for Brookside miniature golf comprises revenue from both rounds of golf and food & beverage sales. Input variables are based on market population and demographic characteristics, national trends, consultant experience, and NGF proprietary research on miniature golf participation rates and average annual play. On the expense side, miniature golf amenities sited at existing facilities like Brookside operate with great efficiency and strong margins due to existing operational and staffing infrastructure. ➢ NGF developed a pro forma cash flow model for the first full five years of operation of the enhanced and expanded driving range at Brookside G.C., as well as the miniature golf component, based on the preliminary facility program developed by the RBOC team. The preliminary cash flow projection shows that Family Golf will generate ~ $2.0 million (2023 dollars) in annual incremental net revenue upon stabilized utilization (years 2-3).

Brookside GC Family Golf - Incremental Net Rev. (Stabilized) Revenue Center
Incremental Net Rev.

Driving Range - Bucket Sales $437,400
Driving Range - Entertainment Bay Rentals $395,070
Miniature Golf - Rounds Played $815,801
Family Golf - Food & Beverage $310,781
Total Net Incremental Revenue $1,959,052

PAGE 106
National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 6 Brookside GC Family Golf Project Overview
Below is an overview of the City of Pasadena’s premier 36-hole municipal golf facility, Brookside Golf Club, including a brief history, summary of recent operating results, and discussion of facility management structure. Following the facility summary is a description of the elements of the RBOC’s proposed Family Golf Project for Brookside GC.

BROOKSIDE GOLF CLUB OVERVIEW
NOTE: Some of the descriptive language below is sourced directly from the City of Pasadena and from other Family Golf project due diligence reports commissioned by RBOC (e.g., by Pro Forma Advisors, Placeworks, etc.)
Overview – Golf Courses and Practice Facilities
Located in the shadows of the San Gabriel Mountains adjacent to the Rose Bowl, Brookside Golf Club is an historic facility constructed and opened in the late 1920’s. The golf facility is owned by the City of Pasadena and managed by the non-profit Rose Bowl Operating Company (RBOC) through a third-party management agreement with American Golf Corporation.

Designed by famed golf architect William P. Bell, the Brookside Golf Club boasts a 95-year golf tradition. The 36-hole complex is the oldest golf course in Los Angeles County and is adjacent to the famed Rose Bowl. Brookside comprises two 18-hole layouts: the C.W. Koiner Course, a par-72 measuring 7,104 yards and playing to a slope rating of 134 from the back tees, and the E.O. Nay Course, a par 70 measuring 6,025 yards and with a back tee slope of 121. The practice facility comprises a 20- station driving range, two practice putting greens, chipping area, practice bunker, and hitting area reserved for instructional and programming services.

Brookside GC has long been recognized as one of the best municipal golf facilities in California. The facility hosted the Los Angeles Open in 1968, won by Billy Casper, and hosted the LPGA in 1971. The Koiner (No. 1) championship layout hosted the 1974 USGA Amateur Public Links Championship, and the E.O. Nay (No. 2) is a very interesting, but less taxing layout, that is very popular - especially among mid- and high-handicappers. Koiner opened for business in 1928, while E.O. Nay opened nine holes in 1932 and nine more in 1938. Renowned golf course architect William P. Bell designed both courses.

Events
Brookside GC is one of the most unique golf facilities in America, offering access to multiple user groups other than golfers. Brookside hosts Rose Bowl “enterprise” events, attracting up to 20,000 people per event (as distinguished from the larger “displacement” events where attendance is between 20,000 and 90,000 and the golf course is used solely for parking). Some events are held on the golf course while others use the golf course for parking and event activations. Enterprise events typically include wedding ceremonies and receptions, corporate events, car shows, alumni events associated with football games at the Rose Bowl, parties, and celebrations, “Final Friday” events, and golf tournaments are hosted at the Brookside Golf Course.

PAGE 107
National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 7 Other Features / Amenities / Structures
The 35,000 square foot clubhouse includes a 3,500 square foot pro shop, offices, bar & restaurant, covered outdoor dining patio (capacity of 125, seated), and below-ground golf cart storage area. In addition to the bar & restaurant (capacity 125), the clubhouse features several meeting spaces:
• Mediterranean Ballroom (250 seated / 330 reception)
• Arroyo Room (60 seated / 80 reception)
• Rose Room (30 seated / 50 reception)
• Madrid Room (30 seated / 50 reception)
Brookside GC also has two on-course snack bars, two mobile beverage / snack carts, four on-course restroom buildings, and a maintenance building / yard and auxiliary cart storage.

Location and Access
The City of Pasadena is approximately 10 miles northeast of downtown Los Angeles in the County of Los Angeles. Regional access to Pasadena is provided by several major arterials, including State Route (SR) 134, Interstate 210 (I-210), and State Route 110 (SR-110). Brookside Golf Club is located just west of I- 210 and north of SR 134. Local access to BGC is via Rosemont Avenue, Seco Street, Salvia Canyon Road, West Drive, West Washington Boulevard, and Rose Bowl Drive.

Google Earth image showing Brookside Golf Club at 1133 Rosemont Avenue in Pasadena. BGC is west of the I-210 Freeway, north of SR 134, and adjacent to the Rose Bowl stadium. Surrounding land uses are a mix of residential and commercial, with residential predominating to the east and the immediate west.

PAGE 108
National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 8 Management Structure / Governance
Source: City of Pasadena
The Rose Bowl Operating Company (RBOC) is a California non-profit, public benefit corporation, founded in 1995 by an act of the Pasadena City Council. As a legally separate entity, the RBOC has an independent board that governs its operations and adopts its annual budget. The RBOC comprises City Council and designated stakeholder appointees. Its primary 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. The RBOC is responsible for the governance and stewardship of the Rose Bowl Stadium and Brookside Golf Courses, ensuring that the Rose Bowl remains a world-class destination for sporting and entertainment events and that the Brookside Golf Courses retain their reputation as two of the finest municipal golf courses in Southern California.

Up until the mid-1980s, Brookside GC was fully staffed with public employees; the structure changed to leasing the facility to the private sector, including a 30-year agreement with Arnold Palmer / Century Golf Management. American Golf Corporation (AGC) currently manages BGC under a fee-for-service management agreement (three-year extension that expires June 30, 2024). During the 30+ years the facility was leased, about $70 million was remitted to the RBOC in rental payments, roughly $30 million of which represented net proceeds to the City. In mid-2023, the City and RBOC issued a request for proposals (RFP) for the management of Brookside beginning in July 2024. At this writing, proposal responses were being evaluated.

In addition to AGC’s base fees for managing golf and food & beverage operations, the contract provides for performance incentives in the form of bonus payments. Under the management agreement structure, the RBOC is responsible for all expenses and collects all revenues. The City accounts for Brookside GC operations within an enterprise fund called the Golf Course Fund, meaning the facility is intended to be self-sustaining without General Fund (i.e., taxpayer) support.

Recent Operating Results
Like most public golf courses regionally and nationally, Brookside Golf Club has experienced significant upward trends in rounds played, revenues and profits over the last several years, thanks in part to the pandemic related surge in golf demand and participation. Following are summary highlights of operating results and trends over the FY 2018 through FY 2022 period (source: RBOC Independent Auditors’ Report, Year ended June 30, 2022): Appendix A, Exhibit 1 ➢ Compared to the last pre-pandemic year of FY19, rounds played increased by about 44,000 in FY21 to 179,280. Rounds subsequently declined by more than 21,000 in FY22. Rounds played per playable day in FY21 were 20% higher than that experienced in the three years prior to the pandemic, falling by 4.5% in FY22.
➢ Average golf playing fee revenue per round (excluding driving range) was $38.30 in FY22, or about 42% higher than in FY19, an illustration of the strong demand and pricing power being experienced by many public golf operators since the pandemic. ➢ Driving range revenue per round in FY22 was $4.83, virtually identical to the $4.84 generated in FY18. It is unclear how this revenue breaks down between bucket fees and Players Card sales, which are accounted for in range revenues.
➢ Brookside generated an average of $4.5 million in total gross golf revenue during FY18 and FY19; this revenue center increased by 58% to $7.1 million in FY21, before declining by about $300,000 in FY22 when 20,000+ fewer rounds were played. ➢ Total Golf Complex net income improved from $1.43 million in FY19 to $1.9 million in FY21 and $2.5 million in FY22, representing increases of 33% and 32%, respectively.

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 9

PROPOSED FAMILY GOLF PROJECT
The Rose Bowl Operating Company (RBOC) is proposing expansion of the driving range at their 36-hole Brookside Golf Course. The current plan calls for some realignment of the golf course, freeing up land to construct a much larger single, lighted tee line with 60 tee stations. (Not yet part of the final program, but something that is being considered by RBOC, is the addition of 10 to 12 “teaching” bays that will be heavily utilized by The First Tee of Greater Pasadena and Brookside’s instruction staff).

The expanded golf practice facility would allow incorporation of Toptracer Range technology on some or all tee stations. Toptracer is technology that tracks and instantly evaluates golf ball travel. It instantly processes shot data, providing entertainment through interactive games and contests, as well as playing virtual golf courses. It also has modules that are more geared towards personal game improvement and club fitting (i.e., launch monitor). User fees come in a variety of methods: operators may raise bucket prices and include the use of Toptracer, charge an additional fee for use of the technology stations, and/or charge hourly rental fees (usually for furnished “entertainment” bays).

For Brookside, the RBOC’s primary objective to expanding the range and adding the technology, as described and analyzed in the feasibility due diligence completed to date, was to significantly expand capacity so a projected 900 new Players Club program members would be incentivized to join at a monthly fee of about $50. (Players Card members are given $15 daily credit towards range use).

In addition to expansion and improvement of the driving range, RBOC proposes adding a modern miniature golf attraction at Brookside – either development of two “traditional” 18-hole modern golf courses or, if physically feasible, a more contemporary state-of-the-art mini golf / putting course similar to the PopStroke* product. The high-end miniature golf will be a source of not only playing fee revenues but also significant incremental food and beverage revenue, *PopStroke is a mini-golf concept developed in partnership with Tiger Woods' TGR Ventures and TaylorMade. Like Topgolf, PopStroke aims to bring people together through golf regardless of skill level or age. Each PopStroke has two 18-hole putting courses designed to replicate a traditional golf course with synthetic turf, fairways, bunkers and rough. The company currently has seven locations in Florida, Texas and Arizona and plans to add 20 venues in the United States by 2025, including three in Texas. Locations set to open next year include Las Vegas; Scottsdale, Myrtle Beach, Nashville, and West Palm Beach, Florida.

At this writing in late November 2023, the exact location of the miniature golf, the extent of golf hole realignment that will be necessary, and the final program for the driving range are among the key elements of the proposed Family Golf project that are still coalescing. For example, while the number of tee stations intended for full-time use by the public is expected to be 60 (up from current 20), the nature of these stations is undetermined. For example, will all stations be covered and feature Toptracer technology? Of those that have technology, there are several possibilities for what will be offered. The continuum runs from stations featuring access only to the mobile application, to having bays with monitors but no other amenities, and finally to “entertainment bays” with monitor, furnishings, speakers, etc. intended for hourly group rentals.

Additionally, the exact location of Family Golf is still to be determined, but we are told it will likely not be in the original planned site just west of the driving range, which is quite a distance from the clubhouse and from convenient and efficient food & beverage service. Finally, the ultimate hours of operation for Family Golf, which are especially critical to the economic feasibility of the miniature golf courses and the technology bays, are not yet determined. NGF has assumed 10 pm for most nights in our financial projections later in the report.

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 10 Other Considerations
Below we provide some general considerations relative to the proposed Family Golf Project that we believe are important (though some may not be directly tied to the financial success of the project). These observations are based on NGF experience, knowledge of Brookside’s history, and discussions with golf course architect, Forrest Richardson, who is designing the program for RBOC.

Miniature Golf
Alternatives with different locations for the Mini Golf component have been shared with the Golf Group(s) in meetings over September-October 2023. Golf course architect Forrest Richardson recommends locating the Family Golf area closer to parking and clubhouse facilities, yet with sensitivity to preserving the clubhouse views, noise levels, etc. NGF Consulting’s evaluation of the 10-24-23 exhibits leads us to support “Option B” that depicts the Family Golf being sited away from the clubhouse, yet within relatively easy walking distance from the primary entrance points to the Brookside Clubhouse.

NGF concurs that the site farther west, along Arroyo Secco, will be problematic for several reasons, including access, the need for separate services and compliance with ADA Requirements related to access from parking. We support golfers’ comments passed on to NGF that the siting should not take away from clubhouse verandas and “traditional” golf course uses. Access issues associated with the site farther west will likely result in unnecessary intrusion to users of the putting green and driving range as a result of near-constant traffic back and forth along this access route.

Range Configuration
The proposed range depth / length of 280 to 320 yards, with appropriate netting, should be sufficient and will provide most golfers with a good practice experience. The latest program iteration shared with NGF includes 60 tee stations for everyday used by golfers, plus 10-12 range hitting bays that may be reserved for The First Tee or other programing apart from the public, daily use.

Brookside Course Re-configuration
Reconfiguration of the two Brookside courses will become necessary based on the expanded range area and new Family Golf amenity. Based on exhibits presented to the public (golfer groups) in September- October 2023 and reviewed by NGF in conjunction with Mr. Richardson, we provide the following “check list” of ideal attributes for the City to consider when evaluating final reconfiguration approaches. ➢ Yardage and par should ideally be preserved, though we do not believe reducing the par of Course No. 2 to 70, should it become a necessity, will be a demand / revenue constraint in this market.
➢ Required tree removal should be balanced between accommodating the reconfiguration (best option) and preservation. The City has a significant tree asset program and mitigation procedure. We recommend that the appropriate investment in replacement trees be made so that the outcome is positive for all interests, while preserving the golf experience and park- landscape.
➢ Historical preservation of the William P. Bell designed courses should be given proper attention and budget when considering the necessary reconfiguration to accommodate the Family Golf project. Given that the courses accommodate both golfers and festival (concert) programs, careful balance must be achieved so that the golf experience will not be compromised. NGF recommends integrating a qualified golf course architect to the team to provide expertise and recommendations related to the historical aspects of proposed reconfigurations, as well as issues related to course strategy and playability.

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 11

NGF REVIEW OF RBOC FEASIBILITY / PRO FORMA PROJECTIONS
A component of NGF’s financial analysis for Family Golf was providing the City with an independent review of pro forma financial projections presented by RBOC that flowed directly from feasibility reports completed by Pro Forma Advisors, LLC (PFA):
➢ Market and Financial Potentials for Toptracer at Brookside Golf Course – original study in February 2020, update in April 2022.
➢ Market and Financial Potentials for Mini-Golf at Brookside Golf Course – original study in February 2020, update in April 2022.

Specifically, NGF reviewed pro forma feasibility projections in the context of reasonableness of supporting analysis, assumptions, methodology, input variables, etc. On a best-efforts basis, NGF also fact-checked key information and data RBOC used in crafting their projections, such as data cited for comparable facilities/amenities. While our role was to review due diligence related to market analysis and use projections, we note that NGF’s scope did not include review of Family Golf project cost estimates (such as those provided by MGAC Los Angeles office).

In the end, a key goal of the City in retaining NGF was to be confident that incremental Brookside revenues projections for the expansion, lighting, and technological enhancement of the driving range, as well as the addition of modern miniature golf, are realistic and achievable. In accordance with this objective, NGF performed our own market feasibility analysis and developed independent pro forma financial models, which is important for several reasons, the most salient of which are:
➢ There have been some changes to the market and, more importantly, to the proposed Family Golf program since Pro Forma Advisors undertook its work. (The program continues to coalesce at this writing).
➢ NGF used a different methodology to project revenues for the enhanced driving range.

Currently, RBOC’s management partner accounts for all Players Card sales in the Driving Range revenue center, and these sales account for about 82% of an estimated $850,000 in annual revenue, with the remaining 18% accounted for by daily fee bucket sales. So, PFA projected incremental revenues by accounting for the additional sales of Players Card memberships that would be afforded by the expansion of the range to 60 stations. In this report, NGF concluded it would be more useful to the City to show the potential of the driving range assuming only “daily fee” (i.e., bucket sales) revenue plus entertainment bay rental revenue. We believe using this methodology is important because Brookside’s operating model could change in the short- or near-term future, especially if a new management partner emerges from the current RFP process. Additionally, there may be an opportunity cost associated with Players Card members taking up much of the available capacity of the small 20-station range that serves 36 holes of regulation golf.

General Observations
For any consultant, projecting use levels and financial performance for a new product is part art and part science. This is true for many reasons, including the various potential intervening variables and the fact that often there are no direct comparables in terms of factors such as market size, competitive market conditions, amenities, offered, pricing, etc. Though NGF would have approached differently in some areas, as would be expected, we found the PFA analyses and overall methodology to be sound, thorough, and generally conservative. A couple of general observations regarding the RBOC financial feasibility due diligence and the NGF analysis in this report:
➢ If one of the RBOC goals was to secure a partial source of funding for the Family Golf project, we would like to have seen a little more regarding preliminary plans for operating parameters such as target markets, marketing / promotions / public relations strategies (pre- opening and post-opening), programming and events, the nature of food & beverage service,

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 12 etc. (On other hand, it is understandable to not have a full business plan fleshed out prior to formal project approval and securing full funding – there will be plenty of time after approval and during construction to develop a comprehensive operations plan). ➢ NGF and PFA showed large differences in the primary 20-minute drivetime market population numbers. NGF used two licensed demographics sources, as well as another outside source for the data, which showed 20-minute populations as high as 2.4 million, or about twice what PFA estimated in their reports. Minimal traffic conditions were assumed in each case, but it is not unusual to have significant differences in drivetime markets across different sources. NGF utilized Google Maps (using times of day with minimal traffic) to double-check and successfully verify drive times between Brookside GC and some areas on the outskirts of our 20-minute market, such as Burbank and Valley Village to the west; Los Angeles, East Los Angeles, Monterey Park, and El Monte to the south, southwest, and southeast; and Arcadia and Monrovia to the east.

Toptracer / Driving Range Analysis and Projections
NGF’s key observations regarding the PFA / RBOC due diligence as it relates to the enhanced, expanded Brookside GC driving range (only one has the potential to materially affect net revenues):
➢ To project incremental revenues for the expanded range, Pro Forma Advisors had to work within the convention of how Brookside’s management company accounts for Players Card sales revenues ($50 per month per membership) – as driving range revenue. As noted, members receive a driving range benefit of $15 credit per day. So, the incremental driving range revenues were directly tied to the assumed addition of 900 Players Card members, though some incremental daily fee bucket sales were also included. Because of the members’ heavy utilization of the driving range, it is difficult to establish a baseline for what range revenues would have been if used purely on a daily fee basis. • As noted earlier, NGF modeled its projections assuming only bucket sales. The utilization models reflect our projections for regular Toptracer tee stations (monitors or mobile app only), as well as rentals for furnished entertainment bays (though the mix of station types, hours of operation, etc. are still being finalized).
➢ NGF found the only substantive omission in the prior financial analyses to be that no incremental operating expenses were associated with the addition of the Toptracer technology and the expansion of the range to 60 stations. Additional expenses will include technology lease payments, as well as labor, general maintenance, supplies (higher quality range balls and mats, rental clubs for entertainment bays), marketing / direct sales, electricity, and general maintenance. (NGF has estimated expenses to equate to 35% of total gross revenues, based on interviews with golf course operators and industry contacts). ➢ NGF differed on the number of proximate public on-course driving ranges and tee stations.

PFA listed six (6) driving ranges within or on the periphery of the primary market area but excluded other golf facilities with driving ranges that NGF identified within the same market, including Altadena (40 tee stations), Arcadia Par 3 (30), Eaton Canyon (20), and Santa Anita (24) golf courses.

Miniature Golf Analysis and Projections
More so than with the technology-enhanced range, projecting use levels and financial performance for the miniature golf component requires some “art” in addition to the science. This is due largely to the lack of direct comparables in the regional market. NGF’s findings related to the PFA / RBOC financial projections for miniature golf are summarized below.
➢ NGF’s methodology for projecting miniature golf rounds and revenues differed from that of PFA, which applied an overall penetration rate against its estimated 20-minute drivetime

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 13 population. The output was stated as the number of rounds, before adding a 25% replay rate.

As we present later in the report, NGF’s activity and revenue model for Brookside miniature golf rounds shows some similar input variables such as market population, but we’ve applied some proprietary NGF research on miniature golf participation rates and average annual incidence of play to model rounds played.
➢ NGF’s review of PFA itemized operating expenses for the miniature golf at Brookside totaled 28% of gross revenues, which appears within range.
➢ The gross food & beverage revenue of $850,000 utilized by RBOC in their pro forma represents the upper end of F&B revenue estimates established by PFA. However, based on NGF experience with similar venues, this number seems achievable and even conservative based on the proposed Family Golf program. The assumed 35% operating margin is appropriate and likely based on operator experience at Brookside. ➢ We note that PFA assumed stabilized performance somewhere in the year 2 to year 3 period.

RBOC shows a more aggressive target in its pro forma, with stabilized performance achieved in the 12-month period of months 7 through 18 of operation. ➢ We concur with PFA analysis and conclusions (memo July 6, 2023) regarding operating hours. NGF projections assume Family Golf will be open until 10 pm or later.

Pro Forma Advisors / RBOC Family Golf Summary Projections - Stabilized The table below summarizes PFA projections for the three Family Golf components – miniature golf, driving range, and Family Golf food & beverage. The three revenue components sum to about $2.3 million in additional net revenue for Brookside GC, but absent the incremental expenses for the driving range that we noted above.

The figures in the table below carry over to the pro forma presented by the RBOC General Manager to the Finance Committee in a June 15, 2023 memorandum. In conclusion, we find the projections to be conservative and achievable, based on NGF research and analysis, and the numbers are within range of what NGF projections show later in this report.

RBOC Summary Family Golf Financial Projections
Mini Golf Driving
Range
Family Golf
F&B
Gross Revenues $945,000 $2,188,000 $850,000
Subtract Existing Revenues ($850,000)
Operating Expenses ($264,200) ($552,500)
NET $680,800 $1,338,000 $297,500
Finally, we point out that neither the Pro Forma Advisors nor NGF analyses include ancillary incremental revenues that are likely to result from the Family Golf project, including green/cart fees from additional rounds of golf (e.g., outing rounds due to expanded range), as well as revenue related to instruction, club fitting, and merchandise sales.

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 14 Market Analysis
To assess potential market opportunities for the proposed new golf course in Pasadena, CA, NGF Consulting has analyzed the local and regional area market, local demand/supply, and area golf facility competition. The local market analysis follows a discussion of national golf industry trends and their implications for current and prospective golf operators.

NATIONAL GOLF INDUSTRY OVERVIEW
Below NGF provides a summary of important national trends for the golf industry that may have direct or indirect effect on the operations of facilities such as Brookside Golf Club.

Prior to the pandemic year of 2020, the golf industry was healthy and was continuing a macro trend toward stabilization in terms of participation and demand. Total spending on golf will always be vulnerable to outside forces such as the economy, but the game remains popular and is fortunate to have a deep well of interested prospects. Chief challenges include retention of new beginning golfers and getting more non-golfers who express interest in playing (‘latent demand’) to give golf a try and converting more beginners into committed participants.

Since spring 2020, golf has received a strong boost in interest and demand resulting from the Covid-19 pandemic (more below). This was due to many factors, not the least of which is the fact that golf is an outdoor activity that is conducive to social distancing.

Key Trends in Demand
Participation - Golf participation is one of the core measures of golf’s vitality. The national golfer number (people age 6+ that had played at least one round of golf the prior 12 months) showed net attrition between 2012 and 2017 but has generally been on the rise over the last half decade plus, increasing from

23.8 million people in 2017 to 25.1 million in 2021. Counting both on-course and off-course participation, 37.5 million Americans age 6+ played golf in 2021.

Traditional, on-course participation was up again in 2022, with a net increase of 500,000 golfers to 25.6 million in total. While there has been a net gain of 1.3 million on-course golfers over the past three years, 2022 marked the fifth straight year overall of green grass participation increases. That had not happened in two decades.

Gains away from the golf course are more significant, with a 13% year-over-year jump compared to the 2% rise in on-course participation. As anticipated, total off-course engagement (27.9 million) has for the first time eclipsed those who play on the course. Overall, golf’s U.S. consumer base is now a record 41.1 million, with three distinct participant groups (see graphic).

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 15

Rounds Played 2020-2023 – Nationally, 2020 rounds played (year-over-year) were up 13.9% (about 60 million rounds) over 2019, with California up by 5.6% despite Covid-related shutdowns for much of March and April. For 2021, national rounds were up by another 5.5%, while California saw an increase of a very robust 13.6%. National rounds declined by 3.7% in 2022, though part of that was due to weather.

California saw a decrease of 4.2%, while the Los Angeles County submarket was down 5.0%.

Through October 2023, national rounds are up by 3.3% year-over-year. California is down by 3.6%, due to exceptionally rainy winter weather in some key golf markets such as Los Angeles and the San Francisco Bay Area. The Los Angeles County market is down by just 2.0% over 2022 through 10 months, despite the early year rain. (Appendix B)
Baby Boomer Effect and Generation G (the “Golf Generation”) – As Baby Boomers age and retire over the next 15 years or so, we expect to see a measurable increase in total rounds played in the U.S.

Boomers - born between 1946 and 1964 - are currently 58 to 77 years old. About 6 million of them are golfers; that’s approximately 1/4 of all golfers, and they currently play about 1/3 of all rounds. While not technically a generation, the 46-65 age cohort is the most vital group for the golf industry, accounting for the most golfers, rounds and spend in the industry – more than $9 billion in total annually. Generation G includes younger Boomers and older members of Gen X.

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 16 Golf Course Supply
The number of course closures has outweighed new openings for 14 consecutive years during the ongoing balancing of supply and demand. According to NGF data, since the market correction in golf course supply began in 2006, there has been a 10% cumulative reduction of U.S. golf courses in terms of 18-hole equivalents (18HEQ). In 2019 there were 279.5 permanent closures, about 40% higher than the level experienced in the prior two years. (For perspective, golf supply grew by 44% from 1986-2005). The rate of permanent closures slowed over the last two years, despite the pandemic, with 193 18HEQ shutting their doors in 2020 and 130.5 in 2021, down 53% from its peak two years ago, prior to the pandemic. In 2022, there were 105.5 18HEQ closures – the fewest in more than a decade.

The demand for land to develop residential and commercial real estate is influencing the supply correction in golf. Closures tend to be more value-oriented, public facilities in the best-supplied areas:

Florida, Texas, Ohio, California, and New York had the most closures in 2019 and all rank among the top six states with the most golf courses.

Other Measures of Health
Other metrics to consider when measuring the health and trajectory of golf include:

Investment in Facilities: Investment in major renovation projects has replaced new construction as the largest source of U.S. golf course development activity. A recent NGF study with more than 1,200 responding facilities indicated total investment of more than $9 billion over the prior 5 years. As of December 2023, NGF is tracking 68 new courses (or additions) that are under construction, and another 48 that are in planning across the U.S. The former represents an increase of about 85% compared to the three-year pre-pandemic average.

Increasing Diversity: A closer look at on-course participants (golfers) in 2022 shows a continuing trend towards diversification – spurred in some respect by the heightened interest and engagement generated by off-course forms of golf. Overall, the number of non-White golfers has increased by about one million since 2017, while the number of women golfers grew by more than 400,000 over that time:
➢ Females are up 4% to 6.4M – Figure has risen three straight years, with net gains of 800K (+14% since 2019). Women now comprise 25% of all on course golfers – a new high mark in representativeness.
➢ Non-White golfers are up 9% to 5.6M – Up 32% since 2018 (+1.4M) This segment now represents 22% of all on-course golfers – also a new high mark in representativeness.

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 17 Beginners: The number of beginners rose to 3.3 million in 2022, surpassing the record of 3.2 million set in 2021 and representing an annual increase of about 1 million since 2014. The last two years have set records and exceeded the year 2000, when Tiger Woods was in his prime and drawing newcomers to the game in unprecedented numbers. About 37% of beginning golfers are women, and the percentage of non- Caucasian beginners is significantly higher than the corresponding percentage in the total golf population.

Juniors: According to NGF’s Graffis Report: “In addition to the largest-ever recorded increase in beginners (+23%), 2020 saw the most significant gain for youth golfers (+24%) since 1997.” 3.4 million Juniors played golf on a course in 2022, an increase of almost 10% over prior year. The population of junior golfers is more diverse than the overall participation base: females comprise 34% of junior golfers, compared to 24% of all golfers, while non-Caucasians are 28% of junior golfers and 20% of all golfers.

Young Adults: the category of young adults (18 to 34-year-olds) is among the sport’s biggest customer age segments, with 6.1 million on-course participants and another 4.8 million off-course participants.

Ongoing NGF survey research indicates that interest in playing among non-golfing young adults is high, with more than 5 million saying they are “very interested” in taking up the game. The fun and entertainment aspects of golf - especially when consumable in relatively short time windows - are particularly salient to this cohort.

Off-Course Participation: Driven primarily by the popularity and growth of Topgolf, a non-traditional form of golf entertainment, there were an estimated 23 million off-course participants (only those activities that involve hitting a ball with a golf club) in 2019, up by 2 million from 2017. In 2020, the number grew to 24.3 million, nearly half of whom did not play on a golf course.

The net gain of almost 1 million juniors (ages 6-17) is the most significant of any on-course participation segment. At just over 3.4 million in total, the youth golfer pool is now at its highest level since 2006, just prior to the Great Recession.

Juniors account for about 13% of the on-course golfer population. That representation is even greater at off-course venues: more than one quarter of off-course golf participants are under the age of 18. As impactful as the various junior golf organizations continue to be in the industry, when it comes to

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 18 introductions – and swinging a golf club in a fun, non-intimidating environment – it’s hard to downplay the important role places like Topgolf are clearly having in spurring interest and encouraging more on- course trials among the youth ranks.

And while female on-course representation has matched an all-time high, at one-quarter of all golfers, it’s even higher in the junior ranks. More than 36% of junior participants are girls.

Latent Demand: Overall interest in playing golf remains high. NGF survey research indicates that the number of non-golfers who say they are “very interested” in taking up golf – which had doubled between 2014 and 2018 (CAGR of ±15%), has continued to steadily rise to about 17 million in 2022. The biggest cohort when it comes to latent demand is juniors. Whether it’s golf programs in schools, high energy golf entertainment venues, likeable young pros or golf being perceived as “cool” again, it’s notable that another 5 million+ kids – non-golfers – say they’re very interested in playing on a course.

National Overview Summary – Potential Implications for Brookside GC Project Of course, we cannot definitively predict which, if any, of the trends noted above will continue. On balance, however, we believe that a continuation in the growth of beginning golfers, successful activation by golf operators and organizations such as the PGA of America, NGCOA, USGA, and National Golf Foundation of the large cohort of non-golfers that have expressed interest in playing (“latent demand”), and the continued golf course supply correction towards equilibrium should have a positive effect on golf courses.

In terms of the potential long-term impacts of the Covid-19 pandemic, it is too soon to tell what the lasting effects on golf participation and demand will be. The pandemic resulted in a significant rise in new and returning golfers, manifesting in fuller tee sheets across the U.S. Still, as we documented above, part of the Covid “dividend” may be wearing off, and operators will have to be proactive in keeping golfers engaged. A key part of keeping golfers engaged – especially for the critical young adult cohort and those new to the sport – are facilities that offer golf entertainment and technology / gaming options that align with many of the trends NGF is observing in golf.

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 19

LOCAL/REGIONAL GOLF MARKET ANALYSIS
In this section we provide a summary overview of basic demographic measures, as well as golf supply and demand indicators, that have the potential to affect the performance of the proposed expanded driving range at Brookside GC. For the purposes of this analysis, we have defined the primary trade area for an enhanced driving range at Brookside GC as a 20-minute drivetime from the site, consistent with that of Pro Forma Advisors in previous due diligence reports prepared for Family Golf. This market includes communities / areas such as Burbank and Valley Village to the west; Los Angeles, East Los Angeles, Monterey Park, and El Monte to the south / southwest / southeast; and Arcadia and Monrovia to the east.

Local Market Demographic Overview
The following are key findings related to Brookside GC’s trade area demographic summary:
➢ Two-mile market: the immediate “fall out of bed” market around Brookside GC had about 70,400 permanent residents in 2022, a number that is projected to decline by about ±1,400 by 2027. The median household income is just under $105,000, about 48% higher than the U.S. median of $70,666.
• There are an estimated ±4,600 golfers in the local “neighborhood”, and more than 5,700 interested non-golfers (more below).
➢ There are an estimated 435,000 people residing within 5 miles of Brookside GC in 2022, 1.8 million within 10 miles, and more than 2.4 million within a 20-minute drivetime, offering up a dense residential market from which to draw customers. The populations of the local submarkets are projected to decline moderately through 2027. ➢ Ongoing NGF national consumer research has repeatedly shown that both income and age correlate positively with golf participation, except among the elderly. • Median household incomes in the local markets are significantly higher than the national median, though this is mitigated by the high cost of living. For example, the 5- mile market shows MHI of $113,550, about 61% higher than the US median (19% higher than the state of California figure of $95,671). The 20-minute drivetime market shows a MHI of about $88,157, or about 25% higher than the U.S. figure and 7.8% lower than the State median. Median ages in the subject markets are modestly higher than the national median of 37.9 years.

Local Market Golf Supply and Demand Overview
To assess potential market opportunities for the expanded, enhanced driving range and addition of modern miniature golf courses at Brookside GC, NGF examined demographic factors that have the potential to impact golf participation rates, demand and fee tolerances. Specifically, we reviewed the demographics, as well as key golf market demand and supply indicators, of the 2-mile, 5-mile, 10-mile, and 20-minute drivetime (defined as primary trade area) markets around Brookside GC, as well as Los Angeles County overall. This information derives from the NGF Demand Model (based on ongoing NGF golf participation research), NGF U.S. Golf Facility Database, and NGF Golf Market Analysis Platform (GolfMAP). Appendix C. Summary observations follow.

Golf Demand
➢ Golf participation rate: The golf participation rates in the local markets are in the range of 15% to 20% lower than the national participation rate of 8.1% (exception is 5-mile radial – 5% higher than national), attributable to demographic factors. • NGF’s proprietary Golf Demand Model indicates about 35,500 golfers within 5 miles of Brookside, 114,500 within 10 miles, and about 149,000 within a 20-minute drivetime.

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 20 ➢ Rounds played: The greater Los Angeles area is the most active public golf market in the U.S. This factor is illustrated by rounds played per 18 holes (self-reported + modeled) ranging between 66,000 and 70,000 in the local submarkets (68,000 for Los Angeles County), or well more than two times the national figure of 29,423. When considering only public facilities - especially the City and County of Los Angeles municipal golf courses – the averages per 18 holes are even higher.

Summary of Market Indicators 5-Mile
Radius
10-Mile
Radius
20-Minute
Drivetime
Los
Angeles
County.

Golfers and Rounds
Number of Golfing Households 25,293 79,899 104,409 410,212 Number of Golfers 35,011 114,567 149,234 603,669
Rounds Potential (resident golfers) 540,033 1,706,949 2,200,494 8,938,015 Average Rounds Played per 18 Holes 66,563 71,833 70,615 68,312 Golf Indices (U.S. = 100)
Golf Participation Index 105 83 80 81
Golf Rounds Activity Index 112 65 53 58
Source: GbBIS and NGF Consulting.

Golf Participation Index = Estimated percentage of golfers in population compared to national benchmark; for example, the 5-mile market has 5% higher golf participation rate than the overall U.S.

Rounds Index = Estimated avg. rounds played per golfer in a particular geography compared to the national average. ➢ People who express an interest in playing golf but have not yet taken it up include former golfers (gave it up), and those who have never tried. The demographic profile of latent demand tends to be more female and younger than the overall population. Surveys show these golf-interested non-golfers cite several barriers to entry in golf, including the cost and social aspects (no one to play with). NGF modeling suggests about 180,000 “very interested” non- golfers in the 20-minute drivetime market. Gaming / entertainment-oriented technology at golf facilities (both on-course and off-course such as Topgolf) has proven to be effective at “activating” some of this latent demand.

Golf Facility Supply
➢ There are 19 total golf facilities in the 10-mile trade area, including Brookside GC and 13 other public facilities. All the public facilities compete at either ‘standard’ (peak riding green fee of $50 to $80) or ‘value’ (<$50) price points. Los Angeles County is home to 102 golf facilities, 67 of which are open to the public (two-thirds of these are municipal). The 20- minute market comprises 23 total golf facilities, including 17 that are public (13 municipal). ➢ The NGF golf facility database indicates no new golf facilities either in planning or under construction in Brookside’s trade area, though there are two renovations underway.

Montebello Golf Course is being transformed from an 18-hole regulation course with driving range into a 9-hole regulation golf course plus lighted 6-hole Par-3 course that is expandable to 10 holes after the 9-hole course is closed for play in the evening. Adjacent to the traditional golf facility will be a full-size Topgolf facility. The County of Los Angeles’ Diamond Bar Golf Course is closed for renovation.
➢ Demand-Supply: The submarkets have very favorable golf supply-demand ratios compared to the national benchmark. For example, the defined 20-minute primary trade area for Brookside Golf Club has 3.7 times as many golfers per 18 holes of public golf than does the overall U.S. In terms of population per 18 holes of public golf, the primary market has more than 4.5 times as many people per 18 public golf holes, while the ratio for Los Angeles County– the most undersupplied large market in the country – is 4 times more favorable (from a golf operators’ standpoint).

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 21 Regional Public Golf Market
The greater Los Angeles public golf market has traditionally been among the strongest in the U.S. Golf demand and per-course rounds played peaking in the mid- to late-1990s. Public access golf was, and is, dominated by municipal golf facilities. At the peak of the market, most affordable municipal golf courses were operating at close to full capacity and some (especially L.A. City and L.A. County courses) easily exceeded 100,000 rounds (per 18 holes). The golf market benefited from extremely high population density, favorable demographics, a great golf climate, and a very low per capita supply of public access golf courses.

The Southern California public golf market and the Los Angeles submarket, like most major golf markets across the U.S., began to decline in the early 2000s due to a variety of factors, including a significant build up in the supply of public golf courses*, socioeconomic, lifestyle and demographic changes, the September 11 terror attacks, and poor regional and national economic conditions during much of the period since 2000, culminating in the 2007-08 national recession. *In the Los Angeles MSA (comprises Los Angeles and Orange counties) alone, 150+ new holes of golf – the vast majority public– were added in the first decade of the millennium. In terms of the broader market, 50+ 18-hole equivalent public access golf courses opened in the seven-county Southern California region between the mid-1990s and 2010. While public golf course inventory grew by about one-third over this time, the population of the seven-county region increased by less than 20%, with much of the growth among populations that have traditionally had low golf participation rates.

The decade or after the recession saw total rounds at SoCal public courses decline about 15% to 20%, though the Los Angeles submarket experienced lower-magnitude decreases, especially among the more popular municipal facilities. Over the 2020-2023 period, Los Angeles area municipal golf courses have experienced a surge in the face of new capital investment and the pandemic-related golf demand surge that has swept the U.S.

Brookside GC – Primary Trade Area Driving Range Market
The table below provides summary information for those on-course driving ranges in Brookside’s 20- minute primary trade area. The drivetime market assumes minimal traffic, though many of the identified facilities will fall outside of 20 minutes with even moderate slowdowns. NGF verified drivetimes between Brookside GC and the other market facilities via Google Maps (live and for other departure times throughout the day). Following the table are NGF’s key takeaways on the competitive market for driving ranges in Brookside’s trade area.

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 22 Family Golf Primary Trade Area – 20-Minute Drivetime from Brookside Golf Club

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 23 Summary Information – Primary Market On-Course Driving Ranges

Public Driving Range Summary – Brookside GC Primary Market Golf Facility
Approximate Drive
Time from BGC
(minimal traffic)
# of Stations Bucket Prices
(S / M / L) Notes / Technology

Alhambra Golf Course 20 – 25 minutes 38 $9 / $12 / $16
2-deck Range
Toptracer on ground level
(“Launch Zone”) 1

Altadena Golf Course 12 – 14 minutes 40 $7 / $12 / $15
Arcadia Par 3 G.C. 20 – 25 minutes 30 $9 / $14 / $16
Arroyo Seco G.C. 10 – 12 minutes 33 $11 / $14 /$16 Website reports “recently renovated

Brookside Golf Club -- 20 $7 / $12 / $15
DeBell Golf Club 20 – 25 minutes 21 Driving range is newly renovated.

Eaton Canyon G.C. 10 – 15 minutes 20 $6.50 / $10.50 / $14.50 Wilson Golf Course
(Griffith Park) 20 – 25 minutes 50 2-deck, lighted
Monterey Park Golf
Club 20 – 25 minutes 60 $6 / $12 New Auto Tee Up System Open until 11 pm

Santa Anita G.C. 16 – 20 minutes 24 $7 / $12 /$15
Scholl Canyon Golf &
Tennis2 16 – 20 minutes 32 $8 / $13 / $15 before 5 pm
$10 / $15 / $18 after 5 pm
~15 Trackman Range stalls
Dawn to 10 pm (M – opens
10 am; Su 8 closes pm)

1 Launch Zone is 10 bays; pricing model is cost of bucket plus $10 per hour bay rental, noon to 4 pm, $20, 4 pm to close. 2 Current Trackman Range stalls are $24 for one hour, including large bucket of balls. Operator told access will eventually be exclusive to Players Card members.

➢ Assuming minimal traffic, Brookside’s 20-minute drivetime market has five (5) public golf courses with driving ranges, totaling 169 tee stations, in an area that has more than 2 million residents. There are five (5) more, adding another 199 tees, within 20-25 minutes. ➢ Of these facilities, only Alhambra Golf Course and Scholl Canyon Golf & Tennis have ranges enhanced with technology.
• Alhambra Golf Course features a 2-deck range with 38 Toptracer bays. The “Launch Zone” includes 10 bays with full Toptracer technology monitors, three reservable lounge areas, a new sound system, new lighting, new tee targets and an 86-inch television.

Monthly competitions such as longest drive and closest-to-the-pin are promoted. The range is open to the public seven days/week until 11 pm. The pricing structure on weekdays is the normal bucket price plus $10 for bay rental before 4 pm and $20 after 4

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 24 pm. For weekends, the respective premiums are $20 and $30. The Toptracer mobile app technology is available on the upper level of the range. There is a bar nearby that serves food & beverage.
• Scholl Canyon has 15 stalls with Trackman Range technology, with operating hours most days of dawn until 10 pm. The current pricing is $24 for one hour, including a large bucket of balls. The operator told NGF that the stalls will eventually be open only to Players Card members.
• Glenoaks Golf & Learning Center, further to the east in Glendora and not listed in the table above, is profiled below.
• Monterey Park Golf Club does not have ball tracking / gaming technology but has a new Auto Tee Up system on its double-deck driving range.
➢ Among the market public facilities with driving ranges, 36-hole Brookside and 9-hole Eaton Canyon have the fewest tee stations, each with just 20. ➢ NGF utilized its GolfMAP program to generate market comparisons between Brookside Golf Club and some other high-performing driving ranges in California, including Dairy Creek Golf Course, a 9-hole facility owned by San Luis Obispo County (more below). The table below provides some key summary population and golfer-based metrics as they relate to driving range volume. NGF observations follow the table.

Driving Range Metrics: 10-Mile
Radius
Brookside
Golf Club
Dairy Creek
Golf Club
Pruneridge
Golf Club
San Jose
Muni. GC
Mariners
Point GC
Est. Annual Range Revenue: $750,000 $1,200,000 $2,000,000 $2,000,000 $3,200,000

Market Characteristics:

Totals Public Tee Stations 101 110 223 181 40
Population - 10-Mile Radius 867,634 100,156 1,553,556 1,452,511 468,980 Golfers - 10-Mile Radius 75,678 7,751 127,340 114,486 43,319 Golfers per Public Tee Station 749 70 571 633 1,083
Population per Public Tee Station 8,590 911 6,967 8,025 11,725 ➢ For the measures of both total population per public tee station and golfers per public station, Brookside compares favorably to two $2 million revenue ranges – Pruneridge Golf Club and San Jose Muni. Mariners Point Golf Center, the highest-volume range observed at an estimated $3.2 million in annual revenue, is the strongest on these demand-supply metrics. ➢ The Brookside comparison to San Luis Obispo County’s Dairy Creek GC is instructive because the facility features both a grass driving range and a new (2020) structure that comprises 10 “golf entertainment” bays featuring Toptracer Range technology. Before a recent decrease in entertainment bay revenue due to temporarily losing their alcohol license, the new structure plus the pre-existing driving range were generating about $1.2 million in revenue. In terms of the two key metrics we highlighted above, population and number of golfers per public tee station, the Brookside 10-mile market is 9.4 times and 10.7 times more favorable, respectively, than the corresponding Dairy Creek market. “Technology / Entertainment” Driving Ranges
Technology and/or entertainment enhancements to existing on-course driving ranges are becoming very popular across the United States and elsewhere. This trend dovetails on the rapid increase in popularity of off-course venues such as Topgolf (nearest to Pasadena located in El Segundo south of LAX, another being constructed in Montebello), DriveShack, and similar variations on the concept. The “golf

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 25 entertainment” businesses combine high-tech driving ranges with a heavy dose of food & beverage and socializing, and their customer bases comprise 60% or more non-golfers.

It has been common for decades for actively programmed golf facilities to feature game improvement / instruction-oriented technology such as launch monitors. However, over the last 5 years of so it’s become much more common to also see technology that has an entertainment focus - ball tracking, interactive games/contests, virtual competitions, ability to play top courses from around the world. NGF has identified several high-volume California driving ranges that have benefitted from adding technology, as capsulized below. For additional information on comparable Toptracer facilities, see Appendix A - Exhibit 2 for a summary table put together by Pro Forma Advisors for its April 2022 Update Report, Market and Financial Potentials for Toptracer at Brookside Golf Course.

Dairy Creek Golf Club, is owned and operated by San Luis Obispo County. The 9-hole regulation DCGC (46,000 rounds in 2022) has both a grass driving range and a new covered structure (all-in cost of about $1.2 million) that was branded Swing Time. It comprises ten (10) “golf entertainment” bays featuring Toptracer Range technology. The range is usually open from 10 am until 10 pm. Access to food & beverage service is very convenient, as the Siren El Chorro restaurant is directly behind Swing Time, separated by a breezeway, and wait service is available during peak hours. ➢ Swing Time is operated with an hourly rental pricing model ranging from $20 for Early Bird to $50 for Prime Time and a maximum of four people per bay. Large group reservations and events (more than 12 persons/3 bays), which account for a significant percentage of revenue, can be booked in advance for a $10 per hour per bay preferred reservation charge. ➢ Swing Time opened in October 2020 and generated about $950,000 in bay rental revenue during its first 12 months of operation, according to the County’s Director of Golf Operations. Additionally, the food & beverage sales were very robust, resulting in increased rent to the County. The adjacent grass range had done about $115,000 in annual revenue prior to in years leading up to construction; in 2020 after opening, revenues on grass stalls more than doubled to about $240,000.
➢ There has been a recent significant decrease in entertainment bay revenue due to the food & beverage vendor temporarily losing their alcohol license in February 2023, illustrating the importance of alcohol to the golf entertainment model. The overall gross margin on bay rentals was 65% to 70%, but is down to 45% to 50% without alcohol, as there are fewer large groups and the late crowd has diminished.
➢ Swing Time has attracted a diverse customer base, including families, corporate / other group rentals, and young adults. The 10 am to 2 pm customer base comprises a lot of serious golfers seeking to improve their games; this period had about a 60% overall utilization rate. The 5 pm to closing time audience typically comprises young adults looking to socialize, reserved group play, and families. This period had an overall utilization rate of about 80%. The middle part of the day - 2 pm to 5 pm – is a mix of user groups and is the slowest demand period, with total utilization of only about 30%.
➢ Management estimates that the facility draws about 15% to 20% of its customers from outside SLO County. County and facility management actively cross-market between golf and Swing Time customers. For example, Swing Time customers may receive an offer of a free golf cart if used within 3 weeks, while golfers are offered a one-time discount of 25% to 30% off a bay rental.
➢ City staff reports that Swing Time has brought a fun, engaging atmosphere to Dairy Creek, and that the technology has become embraced by the golf course’s core customers. In hindsight, they would have added a second level to the structure and widened the bays by at least two feet.

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 26 Glenoaks Golf and Learning Center - located about 18 miles to the east of Pasadena in Glendora, features a 9-hole par-3 golf course and now offers Toptracer Range technology on 29 of its 40 lighted driving range bays. Toptracer was introduced in 2018 and expanded in 2021. Total annual range revenue was reported by Pro Forma Advisors to be about $1.3 million, nearly $1.2 million of which was accounted for by the Toptracer bays.

For individuals, pricing is $10 for a small bucket and $12 for a large bucket, plus $7 add-on fee for Toptracer stations during non-peak hours (Monday – Friday 7 am to 3 pm) and $20 during peak hours.

For the reservation / group play model, unlimited game play plus unlimited balls in a reserved bay costs $25 per hour weekdays prior to 1 pm and $50 per hour at all other times. The bay rental includes club rentals but requires food & beverage spend of $25 per hour.

McInnis Park Golf Center – Located in San Rafael, the golf center is owned by Marin County and operated via a lease agreement by a private vendor. MPGC includes a 9-hole executive golf course and a 47-bay double-deck driving range equipped with Toptracer Range, as well as short game practice area, mini golf, batting cages, and full-service casual dining. The technology was added to the lower level during the Covid shutdown in 2020, and to the second level a year later; 4 double bays are used for instruction.

Upon installation of the technology, the lessee immediately doubled the price of the buckets, which now stand at $6 (25 balls), $11 (50), and $22 (100). The range is open from 7 am until 9 pm. Access to food & beverage service is very convenient, as the restaurant patio is directly behind the bays. The private lessee did not share revenue numbers but told NGF that gross revenue increased by about 35% and net revenue by 20% after adding the technology, not including the positive effects that were experienced with other revenue centers, including mini golf, ice cream (Slush by the Park), food & beverage, lessons, and merchandise sales. The technology draws a younger clientele to the property. The operator noted that a key to driving adoption of Toptracer is having high-quality balls and mats that are replaced frequently.

Mariners Point Golf Center – This privately owned facility is in Foster City, along San Francisco Bay.

MPGC comprises a 9-hole golf course and comprehensive teaching and practice facility that includes a 75-station double-deck driving range. The owners added Toptracer Range about five years ago; it is currently available at about 45 stalls, including 21 new monitors on the uncovered second level. Mariners Point is fully lighted and features night golf, with 8:30 pm the latest tee time and 9 pm the latest time to purchase range balls. The driving range and entire facility closes at 11 pm. Cash bucket prices are $10 (40 balls), $16 (85), and $20 (140), with $1 discounts for Range Card holders and 5 (small) or 10 (medium, large) more balls.

Management told NGF that they are “very happy” with what the technology has brought to the customers and to the bottom line. They will be adding Toptracer to another 20-25 hitting stations and increasing the number of total tee stations by using some land adjacent to the range structure. During the NGF visit in July 2023, the owners were adding seating in 6 separate sections behind the bottom stalls. The seating, which will be a combination of 4-tops and tables, is intended primarily for use by those customers who are waiting for stalls so they can sit, relax, and order food and/or beverages. The owners have also purchased a food trailer to service this area (was in permitting process at time of our visit).

Haggin Oaks Golf Complex (owned by the City of Sacramento and operated by Morton Golf) features 36 regulation golf holes and 100 stalls on its double-sided driving range. The front of the range offers Toptracer Range on 52 stalls; the addition of the technology as significantly increased range revenues on one of the highest volume golf course driving ranges in the U.S., as bucket prices were raised by $2 to $4, while utilization increased. The Haggin Oaks range, which has raised target greens, is aggressively programmed and marketed. It offers instruction, interactive games, contests, music, etc. It is served by The Hangout food truck.

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 27 Miniature Golf
The Family Golf concept for Brookside has been based on a traditional family-oriented miniature golf product concept. The proposed project incorporated two outdoor lighted 18-hole miniature golf courses originally intended for a 45,000 square foot site adjacent to the existing golf course “staging area.” NGF’s analysis does not consider the possibility of introducing a PopStroke-like facility for reasons elucidated in the Pro Forma Advisors Update Report: Market and Financial Potentials for Mini-Golf at Brookside Golf Course from April 2022.

Prior to a recent upsurge, the miniature golf industry in the U.S. saw closures and new openings essentially offsetting. Much of this stagnation was due to the difficulty in securing affordable sites in good locations. Miniature golf, including several more upscale variations of the traditional format, has been experiencing a resurgence – amplified, as has been the case with regular golf, by the pandemic. NGF ongoing research captures these dynamics within the industry:
https://www.ngf.org/the-evolution-of-miniature-golf/
https://www.ngf.org/can-mini-golf-influence-interest-in-traditional-golf/ The PFA reports (2020 and 2022) noted the relative lack of miniature golf courses located at traditional golf courses. In Brookside’s trade area, there is only the 9-hole miniature golf course that is part of the City of South Pasadena’s 18-hole, par-3 Arroyo Seco Golf Course. The facility was poorly designed and maintained, and certainly lacking in the context of modern miniature golf standards. Even with these limitations, the amenity still generates as much as ±$250,000 in annual revenue. (The Arroyo Seco website does note that the mini golf course has been newly renovated). Arroyo Seco has a simple fee structure of $13 for the first 9 holes and $7 replay (all ages). The fees are up $3 since last reported by PFA in April 2022. Last purchase is at 8 pm.

In addition to the Arroyo Seco miniature golf course, there are two traditional golf facilities in the State that also offer miniature golf—
➢ Del Mar Golf Center - located in San Diego County, the facility comprises a 68-station (including 26 grass tees) driving range plus two lighted 18-hole miniature golf courses. The facility recently added Toptracer Range technology and markets to both individuals and groups, with hourly rental prices. Fees for the mini golf are $10 for adults and $8 for seniors and children, with 50% discount for replays. Annual miniature golf revenues reportedly are in the range of ±$450,000.
➢ Mcinnis Park Golf Center – the facility is in San Rafael, just north of San Francisco in Marin County. Municipally owned but privately operated MPGC has one 9-hole, executive golf course, a 47-station driving range featuring Toptracer Range, and one 18-hole lighted miniature golf course., in addition to batting cages and a restaurant/clubhouse. Fees for the mini golf are $13 for ages 13 through adults, and $9 for seniors and kids ages 6 through 12.

Children 5 and under play fee with a paid accompanying adult. No replay rates are listed.

Annual miniature golf revenues reportedly are in the range of ±$225,000.

Pro Forma Advisors’ reports indicated that managers at these facilities noted only nominal marginal costs associated with the mini golf courses, and that utilization and average fees have increased slightly over the past several years.

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 28 Family Golf Market Opportunity Conclusions
Below is a summary of NGF’s market opportunity conclusions regarding the potential expansion of the existing 20-station driving range at Brookside Golf Club to 60 tees, including the addition of modern instruction / entertainment-oriented technology to each station as currently proposed. Our conclusions assume, among other things, that Brookside will offer a high-quality Family Golf product that will feature night-lighting, operating hours until at least 10 pm for most nights of the year, and high- quality, convenient food & beverage service. The latter will be especially critical to any entertainment bays and to the miniature golf courses. As we note elsewhere in this report, the final Family Golf program is still being refined as of the writing of this report.

POSITIVE FACTORS – DRIVING RANGE
➢ Greater LA is the most active public golf market in America, as evidenced by rounds played per 18 holes (self-reported + modeled) ranging between 66,000 and 70,000 in the local submarkets, and 68,000 for L.A. County). (Excluding private clubs, the averages are considerably higher). These numbers are ±130% higher than the national figure of 29,423. ➢ Brookside’ primary trade area and the overall regional market have very favorable per capita supply numbers for public golf courses. For example, the defined 20-minute primary trade area for Brookside Golf Club has 4.5 times as many golfers per 18 holes of public golf than does the overall U.S.
➢ Nationally, both on-course and off-course golf participation has been surging since golf facilities reopened after brief pandemic-related closures in late winter / early spring 2020.

Most operators in the greater Los Angeles market over the 2021 to 2023 period have experienced higher rounds and pricing power.
➢ Favorable Demographics: NGF’s demographics program shows more than 2.4 million people residing within a 20-minute drivetime, offering up a dense residential market from which Brookside GC can draw customers. Median household incomes in the local markets are significantly higher than the national median (mitigated by the high cost of living). For example, the 5-mile market shows MHI of $113,550, about 61% higher than the US median (19% higher than the state of California figure of $95,671). The 20-minute drivetime market shows a MHI of about $88,157, or about 25% higher than the U.S. ➢ NGF believes that these favorable market characteristics at least partially insulate affordable public golf courses from extraneous events such as downturns in the regional and/or national economy or declines in golf participation.
➢ For such a dense and active golf market, 20 driving range tee stations drastically insufficient for 36 holes in a high-density market, especially at a golf facility generating 150,000+ annual rounds and fulfilling more than 1,000 “members” that have range credits of $15 per day as part of their $50 monthly dues. Interviews with facility management indicate that Brookside on most days and at most times has a line estimated at 30 or more people waiting to hit golf balls, generating frequent customer complaints. This lack of capacity discourages use by non- members and likely reduces rounds and ancillary revenues at Brookside. ➢ There is relative lack of competitors in the regional market for technology enhanced driving ranges, with just a handful of exceptions such as Alhambra GC, Scholl Canyon (TrackMan Range stations expected to be member-only soon), and Glenoaks, further to the east in Glendora.

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 29 ➢ The golf industry has seen a rapid expansion and increase in popularity of golf technology/ entertainment options - both stand-alone (e.g., Topgolf, Drive Shack, PopStroke, etc.) and on- course. In 2022, for the first time, off-course golf participation surpassed on-course. Golf course operators are increasingly seeking to benefit from this trend through the addition of technology and entertainment, which are especially appealing to young adults. NGF proprietary research and consulting experience both indicate a growing wave of demand for technology-enhanced golf experiences. A high-quality technology range at the Pasadena location should be a strong regional draw.
➢ The trend towards remote, hybrid or “flex” work – especially prevalent in some California markets such as the San Francisco Bay Area and greater Los Angeles - has proven to be a boon to golf courses, as more people can schedule weekday rounds of golf or visits to the driving range.
➢ Ongoing NGF survey research indicates that interest in playing among non-golfing young adults is high, with more than 5 million saying they are “very interested” in taking up the game. NGF modeling estimates there are about 180,000 “very interested” non-golfers in the 20-minute drivetime market. Gaming and entertainment-oriented technology at golf facilities has proven to be effective at “activating” latent demand, which is especially strong among female and younger golfers.

POSITIVE FACTORS – MINIATURE GOLF
In terms of the modern miniature golf component of the Family Golf project, there are additional positive attributes:
➢ The primary market from which a miniature golf complex would draw patrons is about a 20- minute drivetime. The demographics of this area are mostly favorable for Family Golf, with an age 6+ population of ~1.3 million and a median household income level exceeding $100,000 per year. The venue would also benefit from Brookside’s favorable location. ➢ As discussed by Pro Forma Advisors in their reports for RBOC, miniature golf amenities sited at existing golf facilities like Brookside GC can operate with great efficiency and strong margins due to existing operational and staffing infrastructure. Additionally, capital investment will be greatly reduced because of the lack of land acquisition cost (especially salient in Southern California) and the availability of existing parking and support facilities, such as the clubhouse and maintenance yard.
➢ National trends show a resurgence for this type of product - modernized to reflect current materials, tastes, and designs. Amplifying this trend for Brookside is the fact that there is very little, if any, quality competition in the regional market. ➢ As PFA pointed out, “the Rose Bowl Arroyo presently offers a broad array of recreation facilities and activities to community residents, such as the Aquatics Center, Kidspace Children’s Museum, bicycle trails, walking paths, music festivals and other activities that are compatible with additional recreation attractions such as miniature golf”. Family Golf will help to further broaden the Rose Bowl Arroyo’s offerings and appeal to non-golfers.

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 30

POTENTIAL THREATS / CONSTRAINING FACTORS
While the NGF finds considerable evidence to support strong demand and high revenue production from an expanded and improved driving range at Brookside Golf Club, as with any business, there are mitigating factors that could suppress demand and overall financial performance:
➢ Increased market competition in the primary trade area could result in lower market share for Brookside Golf Club. As discussed, owners adding technology to driving ranges is a strong emerging trend that NGF expects will continue. It is certainly possible that one or more nearby golf facilities will enhance their driving ranges with technology, but we believe the market is robust enough to absorb more competition without materially affecting demand at Brookside. We believe that the addition of new competitors to the miniature golf element is less likely, though national chains such as PopStroke may find regional location(s) that have workable economics for them.
➢ Regional economic recession or other economic factors could reduce discretionary spending.

NGF research shows that previous recessions have negatively impacted the performance of public golf courses.
➢ “Retracement” from the Covid-19-related surge in golf demand may occur at some point, especially among the younger generation.
➢ The “golf entertainment” trend may begin to wane, affecting demand for the range technology bays.

NGF MARKET OPPORTUNITY CONCLUSION
Brookside Golf Club has an active driving range with annual revenues of $700,000+ despite severe capacity constraints. Based on our analysis and the proposed Family Golf program at Brookside Golf Club, NGF concludes that positive market factors and macro golf demand trends point to a strong opportunity for a technology-enhanced driving range that is tripled in size to 60 tee stations. We expect these factors to manifest in strong market impact and incremental net revenues for the renovated range, as we detail in the next section of the report.

For miniature golf, assuming a high-quality, modern facility supported by vigorous marketing and promotion, as well as other program elements described in this report, NGF anticipates that Brookside Family Golf would quickly capture a large share of its addressable market. There is a lack of quality competition in the regional market and national trends show a resurgence for this type of product, if modernized to reflect current tastes. Additionally, the venue would benefit from Brookside’s very favorable location, efficiency of operation due to existing operational and staffing infrastructure, and lack of a land cost Finally, each of the Family Golf components will help to broaden Brookside’s appeal among non-golfers, including the large cohort of interested non-golfers (“latent demand”).

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 31 Projected Financial Performance of Family Golf at
Brookside GC
NGF Consulting has developed a pro forma cash flow model for the first full five years of operation of a proposed enhanced and expanded driving range at Brookside Golf Club, based on the preliminary facility program developed by RBOC and described in this report. Program elements, as well as assumptions and inputs utilized in crafting the pro forma model, are summarized below. We have not taken Players Card revenues into account as we concluded it would be more useful to the City to show the potential of the driving range assuming only “daily fee” (i.e., bucket sales) utilization for the non-entertainment bays.

BASIC ASSUMPTIONS
Following are NGF’s basic assumptions for the utilization / financial models. ➢ Consistent with the Pro Forma Advisors reports, NGF has defined the 20-minute drivetime market as the primary trade area for the driving range and miniature golf. NGF utilized several demographics programs, some of which showed population about two times the figure of 1.2 million utilized by PFA in its 2020 and 2022 update reports as they modeled rounds projections for Mini Golf. However, to be conservative, NGF has assumed an Age 6+ population of 1.3 million for the 20-minute market. Though demographic programs show slight population decline, we have assumed stable population throughout the five-year period. ➢ There will be no substantive changes to golf market supply-demand dynamics, and no extraordinary extraneous events. For example, the overall regional economic condition remains stable, with stabilized inflation rates by the time the construction is completed. ➢ The expanded, enhanced Brookside Golf Club driving range and new mini golf courses will present high-quality experiences with broad appeal to multiple customer segments, including beginners, avid golfers, juniors, seniors, and young adults, as well as non-golfers drawn by the golf-entertainment aspects of the facility program.
➢ The miniature golf courses will be sited in a favorable location relative to site logistics factors, including the proximity and convenience of food & beverage service. Integration of convenient, quality F&B service will be crucial to maximizing customer experience and revenues for the Family Golf project, likely requiring wait service during peak demand hours such as late afternoon, evenings, and weekends.
➢ A direct sales effort will be employed to build a league play component to the technology bays and to solicit other types of group play (e.g., through local corporations, hotels). RBOC and the on-site operator will actively program Family Golf with events, tournaments/outings, lessons/ instruction, contests, leagues, etc.
➢ The City and the operator will aggressively market the improved range facility locally and regionally, especially in the run-up to opening and during the first 12 to 18 months of operation, to stimulate trial and awareness; activities will include a Grand Opening event. ➢ Because the Brookside driving range is an existing business with insufficient capacity, and assuming management undertakes an aggressive marketing and direct selling effort, NGF has projected a quick ramp-up to stabilized demand for both the range and mini golf. ➢ Parking will be sufficient to accommodate increased activity at Brookside resulting from the expansion of the driving range and the addition of mini golf.

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 32

UTILIZATION, REVENUE AND EXPENSE ASSUMPTIONS
NGF’s assumptions and input variables related to activity levels, rounds played, revenues and expenses for an expanded and enhanced driving at Brookside Golf Club are shown below. The model is for the first five (5) full years of operation. Figures are in 2023 dollars.

Activity Level and Revenue Inputs
➢ To be conservative, NGF has not included additional revenues for instruction, club fitting, merchandise sales, food & beverage purchased by incremental users of the range (both daily fee and by rentals), or additional rounds of golf that may result because the enhanced practice facility will be much be more accessible to non-Players Card members (e.g., outing / tourney sales). ➢ Even though the program may evolve (e.g., number of full entertainment bays), for purposes of the model we have assumed the same program (e.g., # bays by type) throughout the 5-year period. ➢ Technology in some form (e.g., mobile app, monitors only, full entertainment bays) will be available at all tee stations, though the exact mix had not been determined at this writing. NGF has assumed 40 stations with Toptracer Range and the other 20 comprising “entertainment” bays. ➢ The Input Variables for the three utilization / revenue models (range bucket sales, entertainment bay rentals, miniature golf), including # of stations/bays, days open, average hours open, average bucket price, bay rental price, utilization percentages, etc. are in the following tables (through Year 5). We have assumed an average bucket revenue per visit of $15 for Year 1, reflecting initial pricing of $10, $15, and $20 for small, medium, and large buckets, respectively. Average bucket revenue grows 2.5% annually.
➢ To estimate incremental net revenue for the Toptracer stations with bucket revenues only, we estimated current annual gross driving range revenue to be $750,000, based on information provided by the City and RBOC. (RBOC counts all Player Card sales revenue in the driving range revenue center, so NGF had to make approximations about what existing revenues would be on a daily fee basis).
➢ For Entertainment Bays, average fee per hour represents a blended rate across all times, and includes rental clubs, reservation fees.

Operating Expenses
NGF has made the following key assumptions regarding operating expenses associated with the driving range aspect of Family Golf.
➢ To determine incremental net revenues, we assumed that operating expenses for the range in its current configuration amount to ±20% of gross revenues. ➢ For the 60 Toptracer stations, total expenses equate to 35% of total gross revenues. This estimate is based on interviews with operators and industry contacts. Additional expenses will include technology lease payments, labor, general maintenance, supplies (higher quality range balls and mats, rental clubs for entertainment bays, increased marketing / direct sales, increased electricity, and general maintenance.
➢ We have not accounted for the additional compensation to the management company that will likely result from the much higher revenues at Brookside.

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 33 Toptracer Range Stations – Daily Fee Use
NGF’s utilization model, including key input variables, for the 40 range stations that will feature Toptracer but will not be full “entertainment” bays (i.e., they will be covered and have technology, but no bay furnishings).

Brookside Golf Club Driving Range Stations Estimated Utilization Utilization Assumptions Year 1 Year 2 Year 3 Year 4 Year 5 Est. # of Available Days 350 350 350 350 350 350

Potential Buckets per Day 480 480 480 480 480
# Stations 40
# / Hour 1
# Hours/Day (avg.) 12

Estimated Annual Utilization % 57.50% 62.50% 62.50% 62.50% 62.50% = Number of Buckets 96,600 105,000 105,000 105,000 105,000

Bucket Revenue
Average Fee $15.00 $15.38 $15.76 $16.15 $16.56
Gross Range Revenue $1,449,000 $1,614,400 $1,654,700 $1,696,100 $1,738,500 Per Stall $36,225 $40,360 $41,368 $42,403 $43,463
Oper. Expenses (35% of Rev.) $507,150 $565,040 $579,145 $593,635 $608,475

Net Income - Bucket Sales $941,900 $1,049,400 $1,075,600 $1,102,500 $1,130,000

Estimate Range Net Inc. (“As Is”,
80% margin) $600,000 $612,000 $624,240 $636,725 $649,459 Incremental Net Income $341,900 $437,400 $451,360 $465,775 $480,541 Entertainment Bay Rentals
NGF’s utilization model, including key input variables for the 20 full Toptracer entertainment bays, are summarized in the following table.

Technology / Entertainment Bays - Estimated Utilization & Revenue Utilization Assumptions Year 1 Year 2 Year 3 Year 4 Year 5 Est. # of Available Days 350 350 350 350 350 350

Potential Rentals per Day 140 140 140 140 140
# Bays 20
# / Hour 1
# hours/day - average 7

Estimated Annual Utilization % 35.00% 40.00% 45.00% 45.00% 45.00% = Number of Rentals 17,200 19,600 22,100 22,100 22,100

Rental Revenue
Avg. Fee per Hour (Blended*) $25.00 $25.00 $27.50 $27.50 $30.00 Gross Entertainment Bay Revenue $430,000 $490,000 $607,800 $607,800 $663,000

Net Income (65% margin) $279,500 $318,500 $395,070 $395,070 $430,950

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 34 Miniature Golf
NGF has made the following key assumptions for miniature golf component of Family Golf at Brookside. ➢ The assumed initial ‘rack’ pricing structure (2023 dollars) for the miniature golf course at Brookside GC:is summarized below. Based on this pricing, and assuming selected promotional discounted rates, the average revenue per round (including replays) is estimated in the model to be $10.50. Of course, actual rates are likely to be higher at the time of opening, and we would expect annual or bi-annual increases in fees to keep up with inflation.

Initial Miniature Pricing Structure – 2023 Dollars
Age 13 through adults $13 ($7 replay)
Seniors age 65+ $10 ($6 replay)
Children age 5-12 $10 ($6 replay)
Under age 5 w/ paid accompanying adult Free
➢ Because of the existing staff and administrative infrastructure in place, we have assumed expenses to be equivalent to only 25% of total gross revenue, including items such as labor, supplies, maintenance, electricity, marketing, insurance, etc.
➢ Family Golf food & beverage gross revenue is shown as a per-round input of $10, but the revenue figure assigned is intended to cover both the miniature golf and driving range F&B revenues. ➢ Mini golf food & beverage service expenses are assumed at 70% of total gross revenue, comprising mostly cost of goods sold and additional labor.

Activity Level and Revenue Model - Stabilized
NGF’s activity and revenue model for Brookside miniature golf – broken down by rounds of golf and food & beverage - is presented below. Input variables are based on market population and demographic characteristics, national trends, NGF Consulting experience, and NGF proprietary research on miniature golf participation rates and average annual incidence of play.

Miniature Golf – Activity Level and Revenue Model
Miniature Golf Rounds
Estimated 20-minute Drivetime Population Age 6+ 1,300,000 Mini Golf Participation Rate* 4.3%
Number of Unique Players in Market 55,250 Average Annual Rounds* 3.75 Total Potential Rounds in Market 207,188 Brookside Family Golf Market Share 50%
BGC Family Golf Annual Rounds (incl. replays) 103,594 Average Fee per Round $10.50
Total Gross Revenues $1,087,734
Operating Expenses @ 25% $271,934
Net Operating Income - Rounds of Mini Golf $815,801
*Source: NGF Proprietary Consumer Research

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 35

Family Golf Food & Beverage
Total Rounds Played 103,594 Revenue per Round $10.00
Total Gross F&B Revenue $1,035,938
Oper. Exp. @ 70% (COGS + Other Direct, incl. Labor) $725,156 Net Operating Income - Food & Beverage $310,781
Family Golf – NGF Incremental Revenue Model
Brookside GC Family Golf Incremental Revenue Model
Utilization Assumptions Year 1 Year 2 Year 3 Year 4 Year 5 Est. # of Available Days 350 350 350 350 350 350

Potential Buckets per Day 480 480 480 480 480
# Stations 40
# / Hour 1
# Hours/Day (avg.) 12

Estimated Annual Utilization % 57.50% 62.50% 62.50% 62.50% 62.50% = Number of Buckets 96,600 105,000 105,000 105,000 105,000

Bucket Revenue
Average Fee $15.00 $15.38 $15.76 $16.15 $16.56
Gross Range Revenue $1,449,000 $1,614,400 $1,654,700 $1,696,100 $1,738,500

Oper. Expenses (35% of Rev.) $507,150 $565,040 $579,145 $593,635 $608,475

Driving Range - 60 Stations
Net Income - Bucket Sales (40) $941,900 $1,049,400 $1,075,600 $1,102,500 $1,130,000 Net Inc. - Entertainment Bays (20) $279,500 $318,500 $395,070 $395,070 $430,950 Total Net Income - Dr. Range $1,221,400 $1,367,900 $1,470,670 $1,497,570 $1,560,950

Estimated Range "As Is" Net Inc.* $600,000 $612,000 $624,240 $636,725 $649,459 Incremental Net Inc. - Range $621,400 $755,900 $846,430 $860,845 $911,491

Miniature Golf - 36 Holes
Mini Golf - Net Inc. - Rounds $815,801 $832,117 $848,759 $865,734 $883,049 Mini Golf - Net Inc. - F&B $310,781 $316,997 $323,337 $329,804 $336,400 Total Net Income - Mini Golf $1,126,582 $1,149,114 $1,172,096 $1,195,538 $1,219,449

Total Incremental NI - Family Golf $1,747,982 $1,905,014 $2,018,526 $2,056,383 $2,130,939 *Estimated $750,000 Gross @ 80% Margin

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 36 Summary of Estimated Family Golf Performance (Stabilized) NGF Consulting has taken the results of the various utilization models and summarized the incremental net revenues for the various Family Golf Components in the table below.

Brookside GC Family Golf - Incremental Net Revenue
(Stabilized)
Revenue Center

Incremental
Net Revenue
Driving Range - Bucket Sales $437,400
Driving Range - Entertainment Bay Rentals $395,070
Miniature Golf - Rounds Played $815,801
Family Golf - Food & Beverage $310,781
Total Net Incremental Revenue $1,959,052
The NGF Consulting preliminary cash flow projection shows that the addition of the Family Golf project at Brookside Golf Club – under the program outlined in this report – will generate nearly $2.0 million in annual incremental net revenue upon stabilized utilization (years 2-3), assuming 2023 dollars.

Limiting Conditions
NGF believes it is important to project a golf facility’s performance in a way that helps the owner make financial decisions based on realistic expectations. While NGF believes it has taken a conservative approach to the financial modeling, it is certainly possible that the enhanced driving range at Brookside will experience either higher or lower revenue and/or operating expenses than projected. For example, NGF’s projected incremental net revenues for the miniature golf component are predicated on low marginal operating costs, based on discussions with RBOC staff and information shared by other golf operators. If a significantly higher expense structure became reality, the “payback” period on the miniature golf would be lengthier.

NGF Consulting is confident that our financial projections are realistic and achievable. From a practical standpoint, variable market conditions and unforeseen changes between the preparation of these estimates in 2023 and the date Family Golf is open for business can affect facility performance. Examples of factors that could result in either stronger or weaker performance than NGF has projected include those listed below.

Stronger Performance Weaker Performance
Strong local demand for golf entertainment Increased competition for these offerings Positive regional publicity Poor quality and/or service Continued surge in golf interest Decline in golf participation Excellent yearly weather conditions Poor weather / regional economic recession

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 37 Appendices
A: Miscellaneous Exhibits
B: National Rounds Reports
C: Local Demographic, Demand and Supply Data

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 38 APPENDIX A – MISCELLANEOUS EXHIBITS
Exhibit 1 - Brookside Golf Club Recent Operating Results Source: Rose Bowl Operating Company Independent Audit Report Rose Bowl Operating Company
Golf Course Statistics / Gross Golf Revenues
Year Ending June 30, 2022

Key Statistics 2018 2019 2020 2021 2022
Rounds 143,397 135,945 117,204 179,280 158,559
Playable Days 339 321 278 353 327
Rounds/Day 423 423 422 508 485
Average Per Round $27.27 $27.01 $30.12 $35.24 $38.30
Average Range Fees Per Round $4.84 $4.43 $4.68 $4.56 $4.83 Total Revenue Per Round $32.11 $31.44 $34.80 $39.80 $43.13

Gross Golf Revenues
(in millions) $4.7 $4.3 $4.1 $7.1 $6.8

$694,041.48 $602,236.35 $548,514.72 $817,516.80 $765,839.97

Golf Complex Net Income by Unit
Fiscal Year 2018 2019 2020 2021 2022
Golf Course $1,339,124 $988,898 $812,838 $2,487,962 $2,207,592 Restaurant 490,856 449,091

310,978 188,677

379,412
Displacement/Parking 436,438 289,714

765,083
Enterprise Events 115,484 31,467

2,407 261,179
Pro Shop 17,865 16,338 11,371 32,628 127,246
Cost Recoveries 15,000 53,910 61,695 (144,272) Other Non-operating Revenues 453,598 156,912 97,010 18,496 (156,341) Overhead Expenses (625,285) (787,464) (715,138) (831,476) (932,672) Total Complex Net Income $1,691,158 $1,429,607 $899,935 $1,898,694 $2,507,227 *2020 has 9 months of operations and 3 months of fixed costs with no revenues due to COVID

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 39 Exhibit 2 – Summary Information – California Toptracer Comparables

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 40

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 41 APPENDIX B – NATIONAL ROUNDS PLAYED

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 46 APPENDIX C – LOCAL DEMOGRAPHIC, DEMAND AND SUPPLY DATA
Brookside Golf Club 2-Mile 5-Mile 10-Mile 20-Min LA County California U.S.

Summary Demographics
Population 2000 Census 69,535 441,473 1,819,065 2,417,056 9,519,025 33,871,644 281,398,967 Population 2010 Census 70,444 442,448 1,816,749 2,426,463 9,818,609 37,253,959 308,745,560 CAGR 2000-2010 0.13% 0.02% -0.01% 0.04% 0.31% 0.96% 0.93% Population 2022 70,378 434,985 1,805,544 2,423,699 9,789,509 39,364,748 333,609,568 CAGR 2010-2022 -0.01% -0.14% -0.05% -0.01% -0.02% 0.46% 0.65% Population 2027 Projected 68,988 427,347 1,785,498 2,401,328 9,731,867 40,089,837 342,845,536 CAGR 2022-2027 -0.40% -0.35% -0.22% -0.19% -0.12% 0.37% 0.55% Median HH Income (2022) $104,803 $113,550 $90,319 $88,157 $85,898 $95,671 $70,666 Median Age (2022) 38.8 40.4 39.3 38.5 36.9 36.6 37.9
Ethnicity
White 33.9% 42.7% 34.1% 34.8% 33.5% 42.3% 62.5%
African American 12.7% 6.1% 4.5% 4.9% 8.8% 6.7% 13.7%
Asian 13.6% 20.3% 24.8% 21.5% 16.0% 16.2% 6.9%
All Other 39.6% 30.8% 36.4% 38.6% 41.5% 34.4% 16.8%
Hispanic Population
Hispanic 45.9% 35.1% 42.6% 45.2% 48.5% 39.5% 18.4%
Not Hispanic 54.1% 64.9% 57.4% 54.8% 51.5% 60.5% 81.6%
CAGR = Compound Annual Growth Rate
Brookside Golf Club 2-Mile 5-Mile 10-Mile 20-Min LA County California U.S.

Golf Demand Indicators
Total Households 25,833 168,263 661,166 878,798 3,383,551 13,566,468 127,994,353 Number of Golfing Households 3,264 25,293 79,899 104,409 410,212 1,796,918 18,505,952 Seasonal Golfing Households 26 126 345 481 2,425 30,546 471,648 Current Demand/Interested Non-Golfers 5,721 34,224 136,094 180,313 735,442 2,814,373 20,751,417 Golfer Participation Rate 6.90% 8.50% 6.70% 6.50% 6.50% 7.30% 8.10% Number of Golfers 4,574 35,011 114,567 149,234 603,669 2,694,825 25,551,350 Number of Projected Golfers 4,536 34,254 114,272 149,212 605,841 2,747,609 26,252,196 Projected Annual Growth Rate -0.20% -0.40% -0.10% 0.00% 0.10% 0.40% 0.50% Rounds Potential (resident golfers) 69,244 540,033 1,706,949 2,200,494 8,938,015 40,778,066 387,542,767 Estimated Course Rounds
(in-market supply) 273,970 565,784 1,364,818 1,482,914 6,592,094 41,041,582 387,542,486

Demand Indices
Golfer Participation Rate 85 105 83 80 81 89 100
Seasonal Golfing Households 28 20 14 15 19 61 100
Latent Demand/Interested Non-Golfers 131 126 121 120 121 115 100 Rounds Potential (resident golfers) 85 107 81 78 79 89 100 Est. Course Rounds (in-market supply) 335 112 65 53 58 90 100

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 47

Brookside Golf Club 2-Mile 5-Mile 10-Mile 20-Min LA County California U.S.

Golf Supply
Golf Facilities
Total 3 9 19 23 102 815 13,946
Public 2 5 14 17 67 543 10,268
Public: Daily Fee 0 0 0 4 23 362 7,707
Public: Municipal 2 5 14 13 44 181 2,561
Private 1 4 5 6 35 272 3,678
Public Golf Facilities by Price Point
Premium (>$80) 0 0 0 1 9 186 1,958
Standard ($50-$80) 1 1 6 5 25 173 4,212
Value (<$50) 1 4 8 11 33 184 4,098
Golf Holes
Total 72 153 342 378 1737 14583 237,084
Public 54 90 261 279 1116 9426 169,339
Public: Daily Fee 0 0 0 45 360 6267 126,835
Public: Municipal 54 90 261 234 756 3159 42,504
Private 18 63 81 99 621 5157 67,745
Non-Regulation (Executive & Par-3) 18 36 90 117 432 2226 18,753 Net Change*
Net Change in Holes past 5 years 9 -9 27 -36 -171 -1833 -10731 Percentage Total Holes Past 5 Yrs 12.5% -5.9% 7.9% -9.5% -9.8% -12.6% -4.5% Net Change in Holes past 10 Years 0 0 -27 -45 -126 -1653 -25077 Percentage Total Holes Past 10 Yrs 0.0% 0.0% -7.9% -11.9% -7.3% -11.3% -10.6% *Numbers may include courses under construction and temporarily closed at the end of the year.

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National Golf Foundation Consulting, Inc. – City of Pasadena - Brookside Golf Club Draft Report– 48 Brookside Golf Club 2-Mile 5-Mile 10-Mile 20-Min LA
County California U.S.

Supply-Demand Ratios
Population per 18 Holes
Total 17,595 51,175 95,029 115,414 101,446 48,588 25,328 Public 23,459 86,997 124,520 156,368 157,895 75,171 35,461 Public: Daily Fee 0 0 0 969,479 489,475 113,063 47,345
Public: Municipal 23,459 86,997 124,520 186,438 233,084 224,301 141,280 Private 70,378 124,281 401,232 440,672 283,754 137,399 88,641 Premium (>$80) 0 0 0 2,423,699 978,951 183,376 144,978
Standard ($50-$80) 35,189 217,493 200,616 323,160 320,968 207,730 76,346 Value (<$50) 70,378 144,995 328,281 346,243 455,326 329,412 121,894 Golfers per 18 Holes
Total 1,143 4,119 6,030 7,106 6,256 3,326 1,940
Public 1,525 7,002 7,901 9,628 9,737 5,146 2,716
Public: Daily Fee 0 0 0 59,693 30,183 7,740 3,626
Public: Municipal 1,525 7,002 7,901 11,480 14,373 15,355 10,821 Private 4,574 10,003 25,459 27,133 17,498 9,406 6,789
Premium (>$80) 0 0 0 149,234 60,367 12,554 11,104
Standard ($50-$80) 2,287 17,506 12,730 19,898 19,792 14,221 5,847 Value (<$50) 4,574 11,670 20,830 21,319 28,078 22,551 9,336 Population Indices (National 100)
Total 69 202 375 456 401 192 100
Public 66 245 351 441 445 212 100
Private 79 140 453 497 320 155 100
Premium (>$80) 0 0 0 1672 675 126 100
Standard ($50-$80) 46 285 263 423 420 272 100
Value (<$50) 58 119 269 284 374 270 100
Golfers Indices (National = 100)
Total 59 212 311 366 322 171 100
Public 56 258 291 354 358 189 100
Private 67 147 375 400 258 139 100
Premium (>$80) 0 0 0 1344 544 113 100
Standard ($50-$80) 39 299 218 340 339 243 100
Value (<$50) 49 125 223 228 301 242 100
Rounds per 18 Holes
Rounds Potential (resident golfers) 17,311 63,533 89,839 104,785 92,622 50,333 29,423 Estimated Course Rounds (in-market supply) 68,493 66,563 71,833 70,615 68,312 50,658 29,423

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DRAFT
Update Report
Market and Financial Potentials for
Toptracer at Brookside Golf Course
Pasadena, California
Prepared by: Pro Forma Advisors LLC
Prepared for: Rose Bowl Operating Company
April 2022
PFA ID: 11-544-2

Pro Forma Advisors, LLC Los Angeles T 310.616.5079 New York Metro T 203 604.9007 F 888.696.9716 www.ProFormaAdvisors.com Attachment B

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Toptracer

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Introduction
The Rose Bowl Operating Company (RBOC) is considering expansion of the driving range at their 36-hole Brookside Golf Course. The current plan calls for selective realignment of the golf course which would free-up a site to construct a much larger single tee line, lighted range with 60 tee stations. An expanded golf practice facility would allow incorporating Toptracer technology on as many as 20 of the tee stations, as well as expanding a vibrant and profitable Players Club program which allows members use of the practice range. Toptracer is a relatively new electronic technology which tracks and evaluates golf ball travel through the instant processing of shot data, and provides an opportunity to create virtual entertainment and games for individuals and groups.

As part of the planning and decision-making process, RBOC retained Pro Forma Advisors LLC, an independent land use economics consulting firm specializing in commercial recreation, to update an evaluation of the potential impact of introducing Toptracer technology at Brookside Golf Course conducted in February 2020.

The following updated memorandum report provides a description of the project, brief overview of the new golf technology, documentation of the experience/performance at selected existing practice facilities offering Toptracer technology, and projections for the proposed project at Brookside. A brief summary of findings is presented in the following section, with analysis and documentation presented in subsequent sections of the report.

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Summary of Findings
A brief summary of key findings is presented below, with documentation and analysis presented in subsequent sections of the report.

Toptracer technology offered at golf practice ranges continues to be extremely well received at facilities across the country. In California, the number of practice ranges featuring Toptracer has increased from six in 2020 to twenty currently, and there are numerous other locations under consideration.

Introduction of Toptracer at golf practice ranges has resulted in a broadening of the market area and attraction of a new class of recreational users distinctly different than the traditional golfer. These users are much more entertainment oriented than the traditional golfer use of the range. The new users generally have a longer length of stay and higher food and beverage spending profile.

Many of the ranges in California which offered Toptracer in 2020 have expanded the number of tees equipped with the technology over the past two years. Substantial revenue growth has occurred at these facilities.

At ranges offering both Toptracer and conventional tees, Toptracer equipped tees significantly outperform conventional driving range tees, typically generating at least 40-50% more gross revenue than conventional tees.

Utilization of Toptracer bays is highest on evenings during weekdays, and all day on weekends. Thus, the Toptracer bays are often used by practicing golfers during the non-peak periods and Toptracer users during peak periods.

Brookside currently offers an AGC Players Club membership with current dues of $45 per month.

Members enjoy a number of privileges including greens fees discounts and one large bucket of range balls daily, without charge. There currently are approximately 1,300 Players Club members at Brookside. This program has been very successful, with member dues revenue now totaling about $700,000 per year.

The existing 20-tee Brookside range is significantly undersized given it serves same-day golfers on two 18-hole golf courses, as well as Players Club members. With only 20 tees at the existing Brookside driving range, the current Players Club membership is at full capacity. To expand the Players Club would require expansion of the driving range.

Expanding the Brookside range from 20 tees to 60 tees on a single level with night lighting, of which 20 tees are equipped with Toptracer technology, is reasonable and appropriate. This expansion would allow Brookside to expand its Players Club to about 2,200 members, accommodate more daily fee range users, and maximize revenue from the state-of-the-art Toptracer product.

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The performance of Toptracer bays is directly related to the food and beverage service provided.

Those facilities offering convenient (often with customer servers) food and beverage service have performed much better than those which do not offer this support amenity. Integrating a quality food and beverage product with Toptracer creates a very appealing entertainment experience.

Gross revenue projections for a redeveloped 60-tee station range, with 20 designated Toptracer tees, is projected in Exhibit 1. The projections are based on the current pricing for daily fee use of the range and Players Club member dues. It is assumed that Toptracer tees would be available to Players Club members and daily fee users for conventional practice from range opening to 3:00 p.m on weekdays.

Exhibit 1: Projected Brookside Range Stable Year Gross Revenue (constant 2022 dollars)
Existing Range New Range
Number of Tees
Toptracer --- 20
All Other 20 40
Total 20 60
Players Club Members 1,300 2,200
Annual Gross Revenue
Daily Fee $150,000 $200,000
Players Club 700,000 1,188,000
Toptracer --- 800,000
Total $850,000 $2,188,000
Revenue Per Tee
Toptracer --- $40,000
All Other $42,500 34,700
Average 42,500 36,500
Twenty Toptracer bays at Brookside are projected to generate $800,000 annually in gross revenue, or $40,000 per tee station.

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While Toptracer bays at other ranges typically produce 40-50 percent more revenue per tee station than regular bays, the high utilization of the Brookside range by Players Club members results in modestly better performance for Toptracer compared with and conventional bays.

Increasing the Players Club membership through expansion of the practice range potentially would also result in additional rounds of golf played on the courses.

The expansion of the range, and particularly introduction of Toptracer on a portion of the range, also would result in higher food and beverages revenue. With a 60-tee range, additional food and beverage revenue of $400,000 to $600,000 per year would be expected.

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Background
The Rose Bowl Operating Company (RBOC) is responsible for the operation of the Rose Bowl Stadium, Brookside Golf Course, and other selected activities on the Rose Bowl grounds. One of RBOC’s overall objectives is to enhance the economic value of this City of Pasadena asset. In this context, RBOC considers introducing new facilities and activities which would improve the overall economic return on the City’s assets.

The Brookside Golf Course currently features two 18-hole regulation length golf courses, a small non-lighted golf practice range with 20 tee stations, large clubhouse with restaurant and a number of special event rooms, a free standing 4,500 square foot golf retail center, and other support facilities.

The RBOC is considering expansion of the driving range (currently 20 tees) at Brookside by modifying the golf course to allow full redevelopment of the golf practice range. This redesign would yield 60 tee stations, all on a single southern tee line. The range would be lighted for night use, and the tee surface would be artificial turf. Introduction of Toptracer technology on 20 of the tees is under consideration.

In recent years, American Golf has established a Players Club program at Brookside. Membership in the Players Club offers a number of golfer benefits including discounted greens fees, one free large bucket of range balls daily, and other privileges. There currently are about 1,300 members, a 30 percent increase from the 2020 membership level. The current membership level is at, or perhaps exceeds, the effective capacity of the existing driving range. Membership dues are currently $45 per month.

The driving range also is available to same-day and practicing golfers who are not members of the Players Club. Current practice range pricing for non-member use at the range is as follows:

Bucket Size Price
Price/
Ball
Small (35 balls) $7.00 $0.20
Medium (80 balls) 12.00 0.15
Large (110 balls) 15.00 0.13
Prices for daily fee public use of the range have not been increased since 2020.

The existing 20-tee station range generated about $820,000 in annual gross revenue in FY2021, comprised of about $165,000 per year in daily fee range use fees and $655,000 in Players Club dues revenue.

Combined range revenue was equal to $41,000 per tee station per year. The range currently operates without night lighting. Brookside’s driving range performance is extraordinary in light of the limited capacity of the range and no lighting. It should also be noted that the recent performance of the range is substantially improved from the pre-COVID-19 period, when total range revenue was approximately $600,000 in FY2019 ($30,000 per tee station per year). This improvement is due primarily to expansion of the Players Club membership, along with some increase in daily fee use.

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The existing 20-tee Brookside range is significantly undersized given it serves same day golfers on two 18- hole golf courses, as well as Players Club members. This undersized range is evident by its very high utilization and management reports that range access for non-member use is substantially constrained.

Ranges at similar golf courses are substantially larger. For example, Griffith Park has 45, Arroyo Seco 28, Rancho Park 43, and Encino Balboa 40 tee stations. Each of these ranges has night lighting.

Toptracer technology allows golfers to use real time data to enhance their golf game. But more than merely serving the needs of traditional golfers trying to improve their skills, Top Tracer appeals to a much broader audience, offering a unique entertainment experience which is suited for all ages and skill levels. Toptracer driving range bays feature touch screen monitors that display the complete flight of the golf shot as well as valuable data such as ball speed, carry yardage, launch angle, and more. For an even more enhanced experience, users can download the Toptracer mobile application and get complete shot data sent directly to their cellular phone. The technology also facilitates golf “games” and competitions such as launch monitor, closest to the pin, long drive, and a points game, as well as the ability to play virtual golf on more than a dozen golf courses.

The technology, known as Protracer, was originally developed in 2006 by a Swedish company for television coverage of professional golf tournaments. In 2016, TopGolf acquired Protracer, and modified technology for its application at traditional golf driving ranges. The technology was incorporated in TopGolf facilities beginning in 2007, and is now the driving technology for the 80 TopGolf centers across the country, with many more in the advanced planning stage.

There are currently 20 driving ranges in California which offer Toptracer, and several in planning, up from only 6 at the beginning of 2020. Existing ranges in Los Angeles County include Glen Oaks Golf Center in Glendora, El Caballero Country Club in Tarzana, Griffith Park in the east San Fernando Valley and Rancho Park in West Los Angeles.

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There currently are six driving ranges located within or on the periphery of the primary market area, all of them part of a golf complex featuring a golf course driving range:

Exhibit 2: Brookside Competitive Golf Practice Ranges
Range Location Driving Distance
from Brookside
Number of Tees
Brookside Pasadena --- 20
Arroyo Seco South Pasadena 4 miles 28
Alhambra Alhambra 8 miles 45
Monterey Park Monterey Park 9 miles 100
Shoal Canyon Glendale 9 miles 40
Griffith Park Los Angeles 11 miles 45
DeBell Burbank 14 miles 20
Toptracer Range technology currently is offered only at Griffith Park, which converted 10 of its 40 tee stations to Toptracer use in 2021.

The primary market area for Brookside is defined as the 20-minute drive time from the Rose Bowl, assuming only moderate traffic. This area is well populated, with current population of 1.2 million, and relatively affluent with a median household income of approximately $110,000. The area is somewhat older than most other areas, with a median age of about 40. In general, these demographic characteristics are very favorable with regard to market support for a Toptracer product at Brookside.

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Brookside Players Club Projections
There currently are approximately 1,300 Players Club members at Brookside. Members, with current dues of $45 per month, enjoy a number of privileges including greens fees discounts and one large bucket of range balls daily, without charge. The majority of members are attracted by the practice range privileges. With only 20 tees at the existing Brookside driving range, the current membership level is at full capacity. To expand the Players Club would require expansion of the driving range.

Based on the experience at numerous other American Golf operated golf courses offering a Players Club program, with a 60-tee single level practice range,without any Toptracer equipped tees, the membership theoretically could be increased from 1,300 members currently to about 3,300 members. The analysis assumes that the range would be lighted. At $45 per month in membership dues, this would yield annual membership dues revenue of about $1.78 million
With 20 of the 60 tees dedicated for Toptracer use, the membership could be increased from 1,300 members currently to about 2,200 members. At $45 per month in membership dues, this would yield annual membership dues revenue of about $1.2 million, a 70 percent increase in the gross revenue currently generated by Players Club members.

Players Club dues at other AGC facilities ranges from $45 to $55 per month, with a new state-of-the-art lighted range at Brookside likely supporting a pricing structure at the top of the range. Thus, there appears to be an opportunity to increase pricing for the Players Club program at Brookside.

Exhibit 3: Projected Brookside Players Club Membership and Dues Revenue
Existing
Range
New Range
Standard Top Tracer
Number of Tees
Top Tracer --- -- 20
All Other 20 60 40
Total 20 60 60
Players Club Members 1,300 3,300 2,200
Annual Member Dues $700,000 $1,780,000* $1,190,000*
* B ased on $45 per membership dues.

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Selected Comparable Toptracer Experience
The experience of California golf practice ranges offering Toptracer Range technology has been analyzed and documented. This experience provides some indication of the potential for offering the Toptracer technology at Brookside.

There are twenty golf practice facilities in the State of California which presently feature Toptracer Range technology. The experience of six ranges provides an indication of the acceptance and potential of this product in the marketplace.

Del Mar Golf Center, Del Mar, San Diego County, California Glen Oaks Golf & Learning Center, Glendora, Los Angeles County, California Mcinnis Park Golf Center, San Rafael, Marin County, California Dairy Creek, San Luis Obispo, San Luis Obispo County, California Twin Lakes Golf Course, Santa Barbara County, California Arrowood Country Club, San Diego County, California
A summary of the characteristics and operating performance for these six facilities is presented in Exhibit 4.

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Exhibit 4: Selected Characteristics of California Toptracer Facilities Del Mar Golf Center Glen Oaks Golf Center Mcinnis Park
Location Del Mar Glendora San Rafael
Facilities --practice range
--mini-golf
--snack bar
--9-hole par-3 course
--practice range
--Grill
--9-hole exec course
--practice range
--mini-golf/batting cage
--restaurant
Practice Range Tees (total) 70 35 52
Number of Levels one one two
Lighted Yes Yes Yes
Number of Toptracer Bays 12 29 52
Year Toptracer Introduced 2017 2018/2021 2015/2020
Proposed Additional TT Bays 0 0 0
Pricing--Regular Range Balls
Small $10.00 (45 balls) --- $6.00 (25 balls)
Medium 12.00 (75 balls) $8.00 (60 balls) 11.00 (50 balls) Large 14.00 (105 balls) 10.00 (115 balls) 21.00 (100 balls) Jumbo 17.00 (150 balls) --- ---
Toptracer Pricing $25/hour $5/hr non-peak; $15/hr
peak
No Charge
Balls Included Yes (125 balls) No No
Annual Range Revenue
Toptracer Bays $360,000 $1,160,000 $1,400,000
All Other Tees 750,000 136,000 ---
Total $1,110,000 $1,296,000 $1,400,000
Average Annual Revenue/Tee
Toptracer Bays $30,000 $40,000 $27,000
All Other Tees 12,930 22,700 ---
Average--All Tees 15,600 37,000 27,000
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Exhibit 4 (continued): Selected Characteristics of California Toptracer Facilities Dairy Creek Twin Lakes Arrowood
Location San Luis Obispo Goleta Oceanside
Facilities --9-hole reg Course
--Clubhouse
--Range
--9-hole Exec Course
--Clubhouse
--Range
--18-hole SP Club
--Clubhouse
-- Range
Practice Range Tees (total) 20 21 20
Number of Levels 1 1 1
Lighted yes yes yes
Number of Toptracer Bays 10 21 (mobile app only) 10
Year Toptracer Introduced 2021 2021 2021
Proposed Additional TT Bays none convert to full TT
technology
none
Pricing--Regular Range Balls
Small $4.00 (30 balls) $8.00 (35 balls) $7.50 (40 balls) Medium 8.00 (65 balls) 16.00 (80 balls) 10.00 (60 balls) Large 12.00 (100 balls) --- $14.00 (90 balls)
Jumbo --- 24.00 (145 balls) ---
Toptracer Pricing 10:00-2:00 $20/hr
2:00-5:00 $30/hr
5:00-10:00 $50/hr
included Mon-Thurs, Fri-Sun before
3:00. $24.00/hr
Fri-Sun after 3:00
$36.00/hr
Balls Included yes yes yes
Annual Range Revenue
Toptracer Bays $980,000 $425,000 $225,000
All Other Tees 260,000 --- 100,000
Total $1,240,000 $425,000 $325,000
Average Annual Revenue/Tee
Toptracer Bays $98,000 $20,000 $22,500
All Other Tees 26,000 --- 10,000
Average--All Tees $62,000 $20,000 $16,250
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K
ey findings from the survey of the existing California ranges which currently offer Toptracer technology include the following:

Introduction of Toptracer at the ranges has resulted in a broadening of the market area and attraction of new, non-traditional recreational users. These users are much more entertainment oriented than the traditional golfer use of the range. The new users generally have a longer length of stay and higher food and beverage spending profile.

Most ranges offering Toptracer in 2020 have converted most or all of their conventional tees to Toptracer technology over the past two years.

The utilization and pricing at Toptracer facilities has increased sharply over the past two years, resulting in a substantial increase in revenue generated on Toptracer equipped tees. These increases are attributable to both the beneficial impact of COVID-19 on golf participation and the appeal of the Toptracer product.

At many facilities, the Toptracer bays typically are designed to accommodate up to four users, but the average number of users per bay is about 1.5 persons.

The performance of Toptracer bays is closely linked to the food and beverage service provided. Those facilities offering convenient (often with customer servers) food and beverage service have performed much better than those which do not offer this support amenity. Integrating a quality food and beverage product with Toptracer creates a very appealing entertainment experience.

Pricing for Toptracer bays at the ranges surveyed varies considerable. Some ranges charge on an hourly basis, including the range balls. These prices generally are in the range of $25 per hour at non- peak periods and $35 per hour at peak times. Others charge $10-$15 per hour, plus the cost of range balls.

Some Toptracer facilities employ a differentiated pricing structure based on time of day and day of the week. For example, discounted prices may be charged at all times on Monday through Thursday, and on Friday before 3:00 p.m. Premium prices are charged on Friday evenings and all day Saturday and Sunday.

The estimated Toptracer revenue volume for the ranges surveyed is shown in Exhibit 5 below:

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Exhibit 5: Performance at California Toptracer Ranges
Range City County
Primary
Market Area
Population*
Toptracer
Tees
Toptracer
Revenue
Revenue/
Tee/Year
Brookside Golf Course Pasadena Los Angeles 1,582,460 --- --- --- Del Mar Golf Center Del Mar San Diego 888,740 12 $360,000 $30,000 Glen Oaks Golf Center Glendora Los Angeles 1,650,900 29 1,160,000 40,000 Mcinnis Park Golf Center San Leandro Marin 186,130 52 1,400,000 27,000 Dairy Creek Golf Course San Luis Ob San Luis Ob 290,000 10 980,000 98,000 Twin Lakes Golf Course Goleta Santa Barb 425,000 21 425,000 20,000 Arrowood Golf Club Oceanside San Diego 330,000 10 225,000 22,500 * Defined as area within 20-minute drive time (minimal traffic congestion.

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Toptracer equipped tee stations at the ranges surveyed, on a per tee basis, generate substantially higher revenues than standard bays. The distribution of revenue at Toptracer ranges surveyed is shown in Exhibit 6.

Exhibit 6: Distribution of Revenue at California Toptracer Ranges Del Mar
Golf Center
Glen Oaks
Golf Center
Mcinnis
Park
Dairy
Creek
Twin Lakes Arrowood
Tee Stations
Toptracer 12 29 52 10 21 10
Other 58 6 --- 10 --- 10
Total 70 35 52 20 21 20
Annual Revenue
Toptracer $360,000 $1,160,000 $1,400,000 $980,000 $425,000 $225,000 Other 750,000 136,000 --- 260,000 --- 100,000
Total $1,110,000 $1,296,000 $1,400,000 $1,240,000 $425,000 $325,000 Revenue/Tee
Toptracer $30,000 $40,000 $27,000 $98,000 $20,000 $22,500 Other 12,930 22,700 --- 26,000 --- 10,000
Total 15,900 37,000 27,000 62,000 20,000 16,250
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Finance CommitteeJuly 8, 2024

Finance Committee
July 8, 2024