STATE OF CALIFORNIA

N!ILLIAM CHADWICK
OFFICERS GLENN SONNENBERG

DON KNABE FABIAN R. WESSON

PRESIDENT ~ ~~n~; ALTERNATE

10HNATHAN WILLIAMS ` COUNTY QF LOS ANGELES-

VICE PRESIDENT ~~
DON KNABE
JOHNSANDBROOK -MARK RIDLEY-THOMAS
INTERIM GENERAL MANAGER & SITE OF 1932 AND 1984 ~ ~ ZEV YAROSCAVSKY
CHIEF ADMINISTRATIVE OFFICER OLYMPICS ATHLETICS COMPETITION ~~ '~'" MICHAEL D. ANTONOVICH
OPENING &CLOSING CEREMONIES ALTERNATE
EX-OFFICIO MEMBERS ,~
STATE SENATOR — CITY OF LOS ANGELES
ROD WRIGHT BERNARD C.PARKS
SITE OF 1984 OLYMPICS BARRY A. SANDERS
ASSEMBLY MEMBER BOXING COMPETITION JOHNATHAN WILLIAMS
MIKE DAVIS
TOM LaBONGE
ALTERNATE
LOS ANGELES MEMORIAL COLISEUM COMMISSION
COLISEUM: 3911 S. FIGUEROA ST. (213)747-7111 SPORTS ARENA: 3939 S. FIGUEROA ST. (213)747-7111
FAX: (213)748-5828 LOS ANGELES, CALIFORNIA 90037 FAX: (213)746-9346
July 3, 2012

Kelli L. Sager, Esq. Kelly A. Aviles, Esq.

Davis Wright Tremaine LLP Law Offices of Kelly A. Aviles
$65 South Figueroa Street 1502 Foothill Boulevard
Suite 2400 Suite 103-140
Los Angeles, CA 90017-2566 La Verne, CA 91750

Re: June 4, 2012 Letter on behalf of the Los Angeles Times

June 8, 2012 Letter on behalf of Californians Aware

Dear Ms. Sager and Ms. Aviles

As Legal Counsel to the Los Angeles Memorial Coliseum Commission

("Commission"), I have been asked to respond to Ms. Sager's letter of June 4, 2012,
and Ms. Aviles' letter of June 8, 2012, to the Commission requesting that the
Commission, pursuant to Government Code section 54960.1, cure a violation of the
Brown Act alleged to have occurred at its May 14, 2012 meeting, at which meeting the
Commission voted to approve an amended and restated lease between itself and the
University of California("USC").

For the reasons set forth below, corrective action is not warranted because:(1)
the Commission's prior closed sessions did not violate the Brown Act; and (2) the
Commission's approval of the amended and restated USC lease at its May 14, 2012,
special meeting occurred in open session, at an open and public meeting in compliance
with the Brown Act.

Request to Cure

Ms. Sager, on behalf of Los Angeles Times Communications I.LC (the "LA
Times"), has requested that the Commission cure the alleged violation by taking the
following actions:

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"(1) rescinding its May 14t" vote;

(2) releasing all minutes, notes, audio or video tapes, emails, communications,.
or other materials documenting closed door discussions related to the USC lease that
are not explicitly covered by a statutory exemption; and

(3) conducting a properly noticed public meeting, with public discussion and

a
public vote, on the USC lease."

You further request that the Commission acknowledge that it violated the Brown
Act, and pledge no# to violate the Brown Act in a similar manner in the future.

Ms. Aviles, on behalf of Californians Aware, makes similar demand. Since

Californians Aware's demand is based upon Ms. Sager's letter, we will primarily address
your issues by reference to Ms. Sager's letter.

First, we want to assure you that the Commission takes allegations such as your
clients' very seriously and is committed to complying with both the spirit and the letter of
the law.

Government Code section 54960.1 provides that the district attorney or any
interested person may commence an action by mandamus or injunction for the purpose
of obtaining a judicial determination that an "action taken" by a legislative body in
violation of certain specified provisions of the Brown Act is null and void. As a
prerequisite to commencing such an action, a written demand to cure or correct the
action alleged to have been taken in violation of the Brown Act must be made within
ninety days from the date the action was taken. Within thirty days of the demand, the
legislative body must cure or correct the challenged action and inform the demanding
party in writing of its actions or inform the demanding party of its decision not to cure or
correct the challenged action. An "action taken" is defined as a "collective decision
made by a majority of the members of a legislative body, a collective commitment or
promise by a majority of the members of a legislative body to make a positive or
negative decision, or an actual vote by a majority of the members of legislative body
a
when sitting as a body or entity, upon a motion, proposal, resolution, order or
ordinance." (Gov. Code § 54952.6.)

As discussed more fully below, and in response to your request for cure:

(1) the Commission does not intend to rescind its May 14, 2012 approval of the
amended and restated USC lease; as that vote was taken in full compliance with the
Brown Act, in open session at a properly noticed public meeting, after public comment
and a full discussion by the Commission, no corrective action is necessary;

(2) the Commission does not record or keep minutes of its closed sessions, and
will not release materials related to its closed sessions, which it contends, were
appropriate and fall within the safe harbor provisions of the Brown Act; and

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(3) the Commission has already conducted a properly noticed public

meeting,
with public discussion and a public vote on the amended and restated USC lease,

-and
sees no need to take any further action.

Alleged Closed Session Violations

Ms. Sager's letter asserts that the Commission violated Government Code.
sections 54953 and 54962 by meeting in closed session regarding the USC lease on
February 1, 2012, February 10, 2012, March 7, 2012, April 4, 2012, and May 2, 2012.
Section 54953 provides that "[a]II meetings of the legislative body of a local agency shall
be open and public, and all persons shall be permitted to attend any meeting of the
legislative body of a local agency, except as otherwise provided in this chapter."
Section 54962 provides that "[e]xcept as expressly authorized by this chapter., ... no
closed session may be held by any legislative body of any local agency." Of the two
statutes asserted as the basis for the Commission's alleged violation of the Brown Act,
only a violation of section 54953 may be subject to an action by mandamus or
injunction. Section 54962 is not one of the statutes enumerated in Government Code
section 54960.1(a), and therefore, is not a basis for this demand or an action against
the Commission.

The Brown Act expressly permits a legislative body of a Iocal agency to meet

in
closed session "with-its negotiator prior to the purchase, sale, exchange, or lease of real
property by or for the local agency to grant authority to its negotiator regarding the price
and terms of payment for the purchase, sale, exchange, or lease." (Gov. Code §
54596.8.) For purposes of section 54596.8, "lease" includes renewal or renegotiation of
a lease. Each.of the Commission's closed sessions regarding" the amended and
restated USC lease negotiations were properly noticed as closed sessions under
section 54596.8 pursuant to the safe harbor provisions of Government Code section
54954.4.

Further,.the LA Times' cure demand references alleged violations at Commission

meetings in February, 2012 that are outside the ninety-day notice period required under
section 54960.1(c)(1), and therefore, those closed sessions are not subject to
challenge. In addition, it should be noted that no closed session discussion regarding
the amended and restated USC lease occurred at the February 1, 2012 Commission
meeting, as that meeting was discontinued just as the Commission was entering closed
session due to a lack of posted notice for the meeting. As soon as the Commission was
made aware of the notice defect, it discontinued the meeting and the meeting was
rescheduled for February 10, 2012. The LA Times reporters are well aware of this fact,
as they were present at the meeting and brought the notice defect to the attention of the
Commission. It disappointing that the LA Times is trying build its argument against
is
the Commission on assertions of compound violations based upon meetings where it
knows that no substantive closed session discussions could have occurred.

Of the three remaining closed sessions at issue, the amended and restated USC
lease negotiations were only discussed at two. The March 7, 2012 closed session
(we
note that the March 7t" meeting is within the ninety-day notice period for°Ms. Sager's

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letter, but outside that period for Ms. Aviles' letter) included a discussion with the
Gommission's real estate negotiators regarding the proposed amended and restated
USC lease, but also included a discussion of the Commission's lawsuit against its
former managers and the promoters, consideration of four event proposals, review of
outstanding claims, and an employee performance evaluation of the interim general
manager. The April 4, 2012 closed session included a discussion with the
Commission's real estate negotiators regarding the proposed amended and restated
USC lease, but also included a discussion with the Commission's real estate negotiators
regarding negotiations with the State over parking lot issues, a discussion of the
Commission's lawsuit against its former managers and the promoters, consideration of
three event proposals, and review of outstanding claims. Although the May 2, 20.12
agenda included a closed session item regarding :the amended and restated USC leas
negotiations, the USC lease was not discussed in closed session at that meeting.

In neither of the two closed sessions potentially subject to "cure"(one for the
Californians Aware demand) is there any assertion in Ms. Sager's letter that the
Commission took any action to approve the proposed amended and restated USC
lease. Government Code section 54960.1 applies only when there is "action taken" in
violation of one of the cited provisions of the Brown Act. As no action was taken in the
closed sessions in violation of Government Code section 54953, there is nothing to cure
or correct with respect to the closed sessions.

Your letter asserts, however, that the "action taken" in violation was the
subsequent approval of the amended and restated USC lease in open session at a
properly noticed meeting. We are not aware of any case law that has interpreted
Government Code section 54960.1 in that manner.

In your citation of Frazer v. Dixon Unified School District, 18 Cal.App.4th 781

(1993), you contend that the court "concluded that the vote was subject to nullification
under Section 54960.1 because of the unlawful closed session leading up to the vote."
(Emphasis added.) First, Frazer is not about an unlawful closed session, it is about
closed committee meetings, held without any public notice, to discuss a controversial
curriculum, that occurred in advance of a regular open school board meeting where the
board voted to retain the curriculum. The Commission closed sessions at issue are
distinguishable because they were held at properly noticed public meetings. where
members of the public were given the opportunity to comment before each closed
session. Second, the court made no determination regarding the open session vote at
a subsequent meeting, it only determined that the closed meeting violated the notice
requirements of the Brown Act and remanded the case for the trial court to determine
whether a writ should issue pursuant to Government Code section 54960.1. The court
stated that: "The [trial] court should also consider in the first instance, whether any
'action taken' in violation of the Brown Act in this case was 'cured or corrected' by
subsequent action of the Board, including the holding of public meetings ... at which
both sides of the Impressions controversy were allowed to air their views for
consideration by the Board." Frazer, 18 Cal.App.4t" at 799(emphasis added.) We do
not believe that Frazer and the other cases cited in your letter lead to the conclusion
that the Commission's closed sessions violated the Brown Act or that even if such a

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violation were proven, it would serve as a basis far voiding the approval of the amended
and restated USC lease at a properly noticed open and public meeting.
Commission Efforts for a Public Process

Assertions by the LA Times notwithstanding, the Commission has always

intended this process of considering to amend and restate the USC lease to be
transparent and public. The Commission's actions demonstrate this intention.
Although not required to do so under the Brown Act, the Commission released
the draft term sheet to the public on January 11, 2012, in order to receive the public's
input. Following the issuance of the draft term sheet, the Commission received more
than 2,800 e-mails, all but one in support of the concept of an amended and restated
USC lease. Again, without being legally required to do so, on April 17, 2012, the full
draft amended and- restated- USC lease was released almost a month in advance of
consideration of the amended and restated lease in order to receive public input(a draft
with a further revision was released on April 24th as well). The Commission held two
open session items on the draft amended and restated USC lease on April 4t", and May
2, 2012, respectively, before considering the amended and restated USC lease for
approval in open session on May 14, 2012.
Members of the public have provided input and comment regarding the proposed
amended and restated USC lease at every Commission meeting since- October, 2011.
In compliance with Government Code section 54954.2(a)(1), the May 14, 2012;
special meeting agenda contained the following item:
"Discussion and Possible Action regarding:(a) the proposed Restated
Lease with the University of Southern California for the Los Angeles
Memorial Coliseum and Los Angeles Sports Arena for a term ending
December 31, 2054, as recommended by the Commission negotiating
committee (Commissioners Israel, Knabe, Williams);(b) associated
findings regarding CEQA compliance and competitive bidding;(c)
transmittal instructions to interim General Manager; and (d) request to the
State of California for non-disturbance agreement."

This agenda item description meets the requirement of section 54954.2(a)(1)for

"a brief general description of each item of business to be transacted or discussed ...
generally not to exceed 20 words."
The proposed amended and restated USC lease was accompanied by a 22 page
staff report detailing the suggested actions, summarizing the proposed amended and
restated lease, and providing background information. This report was available to the
public. Financial information and the Fairness Opinion Report were also made available
to the public. At the May 14t" special meeting, an opportunity for the public to comment
was given, and twelve members of the public addressed the Commission regarding the
proposed action. After listening to public comment, each of the Commissioners present
spoke at length regarding their views, both for and against, the amended and restated

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USC lease. The Commission's real estate consultant presented the Fairness Opinion
and answered questions of the Commissioners.

As such, the amended and restated USC lease was approved at the May 14,
2012, special meeting in open session pursuant to the agenda posting requirements of
Government Code section 54954.2 and at an open and public meeting in compliance
with Government Code section 54953.

The Commission did not meet in closed session regarding the USC lease at its
June 6, 2012 meeting.

As stated above, we do not believe that the Commission's closed sessions

violate the Brown Act, nor would violation of Government Code section 56953 in the
manner alleged form the basis for an action by mandamus or injunction pursuant
Government Code section 54960.1. Accordingly, we do not believe corrective action is
warranted. Further, as the corrective action requested for the alleged closed session
violations is to reconsider the approval of the amended and restated USC lease in open
session, we note that the Commission has already taken such action at the May 14,
2012, special meeting in open session, at an open and public meeting in compliance
with the Brown Act, satisfying any possible requirement for a cure.

ly

Tf~41VIAS J~AUGHNAN
~`ommissio Legal Counsel

c: John Sandbrook, Interim General Manager

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