Amended and Restated Operating Agreement
Review of RBOC and EdTech Recommendations
to City Council
August 19, 2024
Background
Operating Agreement was signed in 1995 for a
25-year term
The Operating Agreement was extended in June
30, 2020, for three years
Due to the pandemic another two-year extension,
currently expiring June 30, 2025, was signed
RBOC Board appointed Ad Hoc Committee in July
2023 for purpose of reviewing existing language
and exploring possible changes that might improve
RBOC operations and finances; met seven times
through the end of 2023
2 Ad Hoc Committee
The RBOC Ad Hoc Committee included Phil Hawkey
(Chair), Steve Haderlein, Patty Barajas Tavera,
Raphael Henderson, Michael Hurley
Recommended changes were approved
unanimously by the RBOC Board of Directors on
January 11th, and moved forward by the EdTech
Committee on 5.9.24
3 Considerations
Numerous matters were considered but not carried
forward (some listed below):
RBOC to set rates
Third-party management
Expansion of jurisdiction
Limits on payments for services
Creation of a conservancy district
4 Key Recommendations
The following changes to the Operating Agreement
were approved by the RBOC in January and
moved forward by EdTech:
Term of the agreement – evergreen
Recognition that future capital projects will be
part of City CIP
Insurance – RBOC can test the market to see if it
can save on premiums
Numerous minor but important clean up items
5 Additional Recommendations
Allowing City to appoint RBOC as managing
agent for other City properties or facilities by
separate written agreement
Allowing RBOC to sell/auction off personal
property for fundraising purposes only
Requires delegation of approval from Council to Board to find, on a case-by-case basis, that a “valid public purpose” to return economic value to the RBOC is met and therefore allow the RBOC to avoid the auction/bid/negotiated sale process in the Pasadena Municipal Code
6 Rose Bowl Area
7 Rose Bowl Displacement Event Area
8 Summary
Changes to the Operating Agreement itself were of
a “light touch” and do not change the structure of
the relationship in any significant way
The minimal changes reinforce that the original
concept between the parties has proven to be quite
successful
9 RBOC Recommendations
1. Find that the actions proposed herein are not “projects” subject to the California Environmental Quality Act (CEQA) pursuant to Public Resources Code Section 21065 and Sections 15060(c)(2) and (c)(3), and 15378 of the State CEQA Guidelines;
2. Approve a recommendation of the Finance Director of an exception to the process for disposition of surplus personal property, pursuant to Pasadena Municipal Code Section 4.04.080, for the “valid public purpose” of returning revenue to the RBOC, and authorize the Board of the RBOC to dispose of RBOC personal property upon a finding of “valid public purpose”; and
3. Approve the Amended and Restated Operating Agreement between the City of Pasadena and the Rose Bowl Operating Company consistent with the terms set forth herein.
10 THANK YOU!
11 Section 3.5.4
–
Limitation on Charges
Section 3.5.4 Limitation on Charges.
City must not charge the RBOC any fees, costs or
charges related to use, parking or normal wear and
tear of the RBOC Area. RBOC shall pay any other
fees, costs or charges levied on RBOC regarding the
RBOC Area or services provided to the RBOC,
including but not limited to, public utilities such as
water, power, and sewer. Said charges must not
exceed the cost of providing the service.
12 Section 11.1
–
Budget and Accounting
Section 11.1 Budget and Accounting (last sentence)
…The RBOC agrees to pay to the City annually an
amount to be mutually negotiated, and agreed upon,
by the RBOC and the City, for services of the City
Attorney’s Offices.
13