Marvin S. Putnam 10250 Constellation Blvd.

, Suite 1100
marvin.putnam@lw.com Los Angeles, California 90067
Tel: +1.424.653.5500 Fax: +1.424.653.5501
www.lw.com

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to the Inglewood Redevelopment Agency
1 Manchester Boulevard
Inglewood, California 90301

Ms. Yvonne Horton
City Clerk, City of Inglewood
Secretary, Inglewood Parking Authority
1 Manchester Boulevard
Inglewood, California 90301

City of Inglewood, City Clerk,
1 Manchester Blvd., P.O. Box 6500
Inglewood, California 90312

Margarita Cruz
Successor Agency Manager
Successor Agency to the Inglewood Redevelopment Agency
1 Manchester Boulevard
Inglewood, California 90301

Re: Exclusive Negotiating Agreement among City, Parking Authority, Successor Agency and
Murphy’s Bowl

Dear Honorable Mr. Mayor/Chairman, Council Members/Board Members, City Clerk/Secretary
and Successor Agency Manager:

On June 15, 2017, the Inglewood City Council (the “City”), the Inglewood Parking
Authority (the “Parking Authority”), and the Successor Agency to the Inglewood Redevelopment
Agency (the “Successor Agency”), sought to “approve” at a special meeting an ostensible
“Exclusive Negotiating Agreement” among the City, the Parking Authority, the Successor
Agency and Murphy’s Bowl LLC (the “ENA”), so as to construct a new arena for the Los
Angeles Clippers. As you well know, this attempted approval of the ENA violated California

US-DOCS1763013
July 17, 2017
Page 2

law, is invalid, and breaches prior contracts with and duties owed to MSG Forum, LLC (the
“Forum”). As such, the public entities must set aside their respective approvals of the ENA and
immediately cease any further action in breach of the express contractual commitments the City
has made and of duties the public agencies owe to the Forum.

As documented in other communications, the attempted approval of the ENA by the City,
the Parking Authority and Successor Agency at the special meeting violates the Brown Act. The
Successor Agency’s attempt to enter into the ENA is inconsistent with the Redevelopment
Dissolution Act and is therefore invalid. The City, the Successor Agency and the Parking
Authority also failed to comply with the California Environmental Quality Act with respect to
any approval of the ENA.

In addition, as explained in further detail in the attached Claims for Damages, approval of
the ENA would be a breach of contract between the City and the Forum and of duties owed the
Forum by the City, the Parking Authority and/or the Successor Agency. The Forum invested
more than $100 million in purchasing and rehabilitating the Forum property, and it has suffered
and will suffer significant monetary damages as a result of the concerted actions by the City, the
Parking Authority and Successor Agency in breach of the Development Agreement between the
City and the Forum, fraudulent inducement by the City acting in concert with others to terminate
the Parking Lease Agreement for properties within the ENA area between the City and the
Forum, and the intentional interference by the Parking Authority, Successor Agency and/or third
parties with the contractual commitments between the City and the Forum. As each day goes by,
the negative impact to the Forum continues.

We hereby demand that the City, the Parking Authority and the Successor Agency
immediately terminate the ENA as invalid and unenforceable, and immediately cease any further
action to encourage the development of another arena in the City of Inglewood in breach of the
express contractual commitments the City has made to the Forum. Further, we request
immediate reinstatement of the Parking Lease terminated as a result of fraudulent
misrepresentations by City (and Successor Agency and Parking Authority) officials.

Very truly yours,

Marvin Putnam
of LATHAM & WATKINS LLP

cc: Kenneth R. Campos, Esq.
Artie Fields, City Manager/Executive Director
Christopher E. Jackson, Sr., ECDD Manager
Royce K Jones, Esq., Kane, Ballmer and Berkman
Brandt A. Vaughan, Murphy’s Bowl LLC
Dennis Wong, Murphy’s Bowl c/o SPI Holdings
Chris Meany, Wilson Meany
Chris Hunter, Esq., Ring Hunter Holland & Schenone, LLP
July 17, 2017
Page 3

Mark Rising, Esq., Helsell Fetterman LLP
George J. Mihlsten, Esq.
1 LATHAM & WATKINS LLP
Marvin S. Putnam (Bar No. 212839)
2 marvin.putnam@lw.com
10250 Constellation Blvd., Suite 1100
3 Los Angeles, CA 90067
Telephone: (424) 653-5500
4 Facsimile: (424) 653-5501
George J. Mihlsten (Bar No. 094147)
5 george.mihlsten@lw.com
Jonathan M. Jackson (Bar No. 257554)
6 jonathan.jackson@lw.com
355 South Grand Avenue, Suite 100
7 Los Angeles, California 90071-1560
Telephone: (213) 485-1234
8 Facsimile: (213) 891-8763

9 Attorneys for Claimant MSG Forum, LLC
10

11 NOTICE OF CLAIM FOR DAMAGES
12
MSG FORUM, LLC, a Delaware limited CLAIMANT MSG FORUM, LLC’S NOTICE
13 liability company, OF CLAIM FOR DAMAGES AGAINST THE
CITY OF INGLEWOOD PURSUANT TO
14 Claimant, CAL. GOV’T CODE SECTIONS 810 ET SEQ.
15 v.
16 THE CITY OF INGLEWOOD, a public
entity,
17
Respondent.
18

19

20

21

22

23

24

25

26

27
28
US-DOCS1539007 CLAIMANT MSG FORUM, LLC’S NOTICE OF
ATTORNEYS AT LAW
LOS ANGELES
CLAIM PURSUANT TO CAL. GOV’T
CODE §§ 810 ET SEQ.
1 Pursuant to California Government Code sections 810 et seq., MSG Forum, LLC (the

2 “Forum”) submits this claim for damages against the City of Inglewood (“City”). For

3 convenience, the Claim For Damages Form published by the City of Inglewood is additionally

4 attached hereto. The Forum’s use of this form in no way indicates its belief that the information

5 requested therein is necessary or appropriate under California Government Code sections 910,

6 910.2. The Forum expressly reserves its right to amend this claim, as it engages in further

7 investigation and new information becomes available.

8
A. Name and Post Office Address of the Claimant (Cal. Gov’t Code § 910(a))
9 [City Claim Form ¶ 1]

10 MSG Forum, LLC
c/o MSG Sports & Entertainment, LLC, 2 Penn Plaza
11 New York, New York 10121
12 Please contact the Forum through counsel at Latham & Watkins.

13
B. Post Office Address to Which Notices Should be Sent (Cal. Gov’t Code
14 § 910(b)) [City Claim Form ¶ 2]

15 Latham & Watkins LLP
c/o Marvin S. Putnam, Esq.
16 10250 Constellation Blvd, Suite 1100
Los Angeles, California 90067
17
Latham & Watkins LLP
18 c/o George J. Mihlsten, Esq.; Jonathan M. Jackson, Esq.
355 South Grand Avenue, Suite 100
19 Los Angeles, California 90071

20 C. The Date, Place and Other Circumstances of the Occurrence or Transaction
Which Gave Rise to the Claim Asserted (Cal. Gov’t Code § 910(c)) [City
21 Claim Form ¶ 5(A)-(C)]
22 In or about May 2012, the Forum and The Forum Enterprises, Inc. entered into a

23 Development Agreement and other related agreements and documents with the City of

24 Inglewood (“City”) regarding the development of the venue commonly known as the Forum, and

25 specifically permitting a wide range of activities at the Forum, including concerts and other

26 events. In reliance on this Development Agreement, including the specific contractual

27 commitments set forth in the Development Agreement and the City’s representations and
28 covenants therein, the Forum invested more than $100 million in purchasing and rehabilitating
US-DOCS1539007 CLAIMANT MSG FORUM, LLC’S NOTICE OF
ATTORNEYS AT LAW
LOS ANGELES
CLAIM PURSUANT TO CAL. GOV’T
CODE §§ 810 ET SEQ.
1 the Forum property, transforming it from a moribund shell into one of the premier concert

2 venues in the country. The Forum has invested millions more dollars since the Forum reopened

3 in early 2014.

4 In connection with redeveloping the Forum, on or about July 9, 2013, the Forum entered

5 into a Parking Lease agreement with the City. Among other things, the Parking Lease gave the

6 Forum the right to use certain City-owned property located near the Forum for parking purposes.

7 The Parking Lease also gave the Forum the right to purchase some or all of that property, in its

8 discretion, for the price set forth in the Parking Lease. After entering into the Parking Lease, the

9 Forum made physical improvements to the City-owned property for parking purposes.

10 Recently, Mayor Butts informed the Forum that the City needed the Forum to terminate

11 the Parking Lease so that the City could use the Parking Lease property for a technology park.

12 Mayor Butts requested that the Forum terminate the Parking Lease so that he could implement a

13 “silicon beach” for the City. In reasonable reliance on Mayor Butts’s statements that the

14 property would be used for this purpose (and thus would not be used for any other purpose

15 detrimental to the Forum’s operations)—and in view of Mayor Butts’s repeated requests and his

16 position in the City—the Forum acquiesced to Mayor Butts’s request to terminate the Parking

17 Lease. The parties subsequently executed a Lease Termination Agreement, dated April 3, 2017.

18 Had the Forum known of the City’s true intentions, it never would have entered into the Lease

19 Termination Agreement.

20 The City did not, however, use the Parking Lease property for a technology park or

21 comparable development, nor (on information and belief) did it ever intend to do so. Instead,

22 just two months later, on June 15, 2017, the City announced that it intended to enter into an

23 Exclusive Negotiating Agreement (“ENA”) with Murphy’s Bowl LLC, regarding the

24 development of a competitive arena on a proposed “Site,” which encompassed the very same

25 property that was subject to the Forum’s Parking Lease with the City. The City, the Successor

26 Agency to the Inglewood Redevelopment Agency (“Successor Agency”), and the Inglewood

27 Parking Authority (“Authority”) approved the ENA the very same day. Pursuant to the ENA and
28 the proposed development of the arena, the City, the Successor Agency and the Authority
US-DOCS1539007 2 CLAIMANT MSG FORUM, LLC’S NOTICE OF
ATTORNEYS AT LAW
LOS ANGELES
CLAIM PURSUANT TO CAL. GOV’T
CODE §§ 810 ET SEQ.
1 propose to have the City and/or the Authority condemn large swaths of private property, and as a

2 result of their actions, numerous families will lose their homes, and businesses, both small and

3 large, will be destroyed. The actions of the City—acting in concert with the Successor Agency

4 and the Authority—have already negatively impacted the Forum, and if the arena is constructed,

5 then their actions will have materially financially impacted the operations, competitiveness and

6 financial position of the Forum.

7 The arena (and related development) contemplated in the ENA would be directly

8 competitive with the Forum’s operations, including its position as a leading concert venue, in

9 direct conflict with the City’s commitments under the Parking Lease and the Development

10 Agreement and the Forum’s rights thereunder.

11 D. A General Description of the Indebtedness, Obligation, Injury, Damage or
Loss Incurred so Far as it May be Known at the Time of Presentation of the
12 Claim (Cal. Gov’t Code § 910(d)) [City Claim Form ¶ 3]

13 In light of the City’s (and/or Successor Agency’s and Authority’s) fraudulent inducement

14 to enter into the Lease Termination Agreement, and the City’s breach of the Parking Lease, the

15 Forum lost its ability both to use the City-owned property subject to the Parking Lease, and to

16 purchase that property for the price set forth in the Parking Lease.

17 Further, in light of the City’s, Successor Agency’s and Authority’s concerted actions,

18 including the breach of the Development Agreement and other agreements between the parties,

19 and as a result of the actions contemplated in the ENA, the Forum has suffered and will suffer

20 significant monetary damages, including without limitation potential material adverse impacts on

21 the value of the Forum and loss of future revenues at the Forum.

22 E. The Name or Names of the Public Employee or Employees Causing the
Injury, Damage, or Loss, if Known (Cal. Gov’t Code § 910(e)) [City Claim
23 Form ¶ 5(D)]

24 Based on information currently available to MSG, and reserving its right to identify

25 additional entities and/or public employees based on further investigation, MSG identifies the

26 following: the City; the Successor Agency; the Authority; Mayor Butts; members of the City

27 Council, Successor Agency and Authority; and any other public employees acting in concert
28 therewith.
US-DOCS1539007 3 CLAIMANT MSG FORUM, LLC’S NOTICE OF
ATTORNEYS AT LAW
LOS ANGELES
CLAIM PURSUANT TO CAL. GOV’T
CODE §§ 810 ET SEQ.
1 Witnesses: Based on the information currently available to MSG, and reserving its right

2 to identify additional witnesses based on further investigation, MSG identifies the following

3 potential witnesses: Mayor Butts; members of the City Council, Successor Agency and

4 Authority; and any other public employees acting in concert therewith.

5 F. The Amount Claimed if it Totals Less Than Ten Thousand Dollars ($10,000)
as of the Date of Presentation of the Claim (Cal. Gov’t Code § 910(f)) [City
6 Claim Form ¶ 4]

7 This claim would not be a limited civil case. See Cal. Gov’t Code § 910(f) (“If the

8 amount claimed exceeds ten thousand dollars ($10,000), no dollar amount shall be included in

9 the claim. However, it shall indicate whether the claim would be a limited civil case.”).

10 G. City Claim Form ¶ 6: Claim Based (in part) on Alleged Breach of Contract

11 Development Agreement. (A) Identify the Parties to the Contract: MSG Forum, LLC;

12 The Forum Enterprises, Inc.; The City of Inglewood. (B) Date of Contract: May 2012.

13 (C) Date of Alleged Breach of Contract: On or about June 15, 2017 (ongoing).

14 Parking Lease. (A) Identify the Parties to the Contract: MSG Forum, LLC; The City of

15 Inglewood. (B) Date of Contract: July 9, 2013. (C) Date of Alleged Breach of Contract: On or

16 about June 15, 2017 (ongoing).

17 Lease Termination Agreement. (A) Identify the Parties to the Contract: MSG Forum,

18 LLC; The City of Inglewood. (B) Date of Contract: April 3, 2017. (C) Date of Alleged Breach

19 of Contract (date of fraudulent inducement into contract): On and before April 3, 2017.

20 MSG expressly reserves its right to amend its claim to add additional agreements based

21 on further investigation.

22

23 Dated: July 17, 2017 LATHAM & WATKINS LLP
Marvin S. Putnam
24 George J. Mihlsten
Jonathan M. Jackson
25

26

27 By:
Marvin S. Putnam
28 Attorneys for MSG Forum, LLC
US-DOCS1539007 4 CLAIMANT MSG FORUM, LLC’S NOTICE OF
ATTORNEYS AT LAW
LOS ANGELES
CLAIM PURSUANT TO CAL. GOV’T
CODE §§ 810 ET SEQ.
City of Inglewood Claim Form
MSG Forum, LLC
c/o MSG Sports & Entertainment, LLC, 2 Penn Plaza
New York, New York 10121
Contact through counsel: 1.424.653.5500 1.424.653.5500
Not Applicable

Please see attached Notice of Claim for Damages, submitted concurrently herewith.
Please see attached Notice of Claim for Damages.

Please see attached Notice of Claim for Damages.

Please see attached Notice of Claim for Damages. This claim would not be a limited civil case. See Cal. Gov't
Code § 910(f).
No
On and before June 15, 2017 Ongoing
Inglewood, California

Please see attached Notice of Claim for Damages.

Please see attached Notice of Claim for Damages.

Not Applicable

Please see attached Notice of Claim for Damages.

Please see attached Notice of Claim for Damages.

Please see attached Notice of Claim for Damages.
Please see attached Notice of Claim for Damages.
A
B
C