Community Redevelopment Agency of tbe CITY OF LOS ANGELES

354 South Spring Street I Suite 800 Los Angeles I California 90013-1258

Honorable Council of the City of Los Angeles John Ferraro Council Chamber 200 N. Spring Street Room 340, City Hall Los Angeles, CA. 90012

Attention: John White, Office of the City Clerk

COUNCIL TRANSMITTAL:

DATE I

FILE CODE I

T 213 977 1600 I F 213 977 1665 www.crala.org

\.. CRA File No. 4831 '\j Council District: .1§.

Contact Pe-rson: Susan Totaro (213) 977-1987

Transmitted herewith, is a Board Memorandum adopted by the Agency Board on August 18, 2005, for City Council review and approval in accordance with the "Community Redevelopment Agency Oversight Ordinance" entitled:

VARIOUS ACTIONS RELATED TO:

AUTHORIZATION TO ENTER INTO A COOPERATIVE ENVIRONMENTAL REMEDIATION AGREEMENT WITH MARIA G. MENZEL TRUST FOR ENVIRONMENTAL CLEANUP OF 923 EAST E STREET, 525 AND 529 SANFORD AVENUE (APNs 7424-014-076; 079; 080; AND 081) TO FACILITATE THE PROPOSED EXPANSION AND CONSOLIDATION OF THE AMERICAN SOCCER COMPANY LOS ANGELES HARBOR INDUSTRIAL CENTER REDEVELOPMENT PROJECT, WATTS-HARBOR REGION (CD 15)

RECOMMENDATION That City Council approves recommendation(s) on the attached Board Memorandum.

ENVIRONMENTAL REVIEW The rehabilitation of 826 East Anaheim Street is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to Article VII 1. a. (1) of the Agency CEQA Guidelines. The remediation of 923 East E Street, 525 and 529 Sanford Avenues is categorically exempt from the provisions of CEQA pursuant to paragraph 15308 of the State CEQA Guidelines.

FISCAL IMPACT STATEMENT There is no fiscal impact to the City's General Fund, as a result of this action.

cc: John White, Office of the City Clerk (Original & 'J Copies on 3-hole punch) Lisa Johnson, Scott Eritano, Office of the CAO Paul Smith, lvania Sobalvarro, Office of the CLA Robert R. Ovrom, Office of the Mayor Renata Simril, Office of the Mayor Neil Blumenkopf, Office of the City Attorney David Mora, Mayor's Office Elise Swanson, Sergio Carrillo, Jacob Haik, CD 15 Ernest Tidwell, Scott Bonds, COD Ron Nagai, Teri Faraon, CRA Grants

THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF LOS ANGELES, CA

MEMORANDUM 8 DATE: AUGUST 18, 2005 LA2500

TO: AGENCY COMMISSIONERS

FROM: RICHARD L. BENBOW, ACTING CHIEF EXECUTIVE OFFICER

RESPONSIBLE PARTIES:

SUBJECT:

COMMITTEE REVIEW:

JONATHAN KEVLES, REGIONAL ADMINISTRATOR SUSAN TOTARO, PROJECT MANAGER STEVE ANDREWS, CHIEF OF STRATEGIC PLANNING

AUTHORIZATION TO ENTER INTO A COOPERATIVE ENVIRONMENTAL REMEDIATION AGREEMENT WITH MARIA G. MENZEL TRUST FOR ENVIRONMENTAL CLEANUP OF 923 EAST E STREET, 525 AND 529 SANFORD AVENUE (APNs 7424-014-076; 079; 080; AND 081) TO FACILITATE THE PROPOSED EXPANSION AND CONSOLIDATION OF THE AMERICAN SOCCER COMPANY LOS ANGELES HARBOR INDUSTRIAL CENTER REDEVELOPMENT PROJECT, WATTS-HARBOR REGION (CD 15)

PROJECT REVIEW AUGUST 11, 2005 (MOVE FORWARD WITH NO RECOMMENDATION)

RECOMMENDATIONS

That the Agency, subject to City Council review and approval:

1) Authorize the Acting Chief Executive Officer or designee to execute a Cooperative Envi­ronmental Remediation Agreement between the Agency and Maria G. Menzel Trust ("Participant") to allow the Agency to provide environmental clean up to facilitate con­solidation of the American Soccer Company and to seek cost recovery of the Agency's remediation efforts from the historical generators of the contamination, in an amount not to exceed $500,000 to include legal costs;

2) Acknowledge the future receipt of up to $500,000 derived from federal Brownfields Eco­nomic Development Initiative ("BED I") Grant funds ($1 ,260,000) and corresponding Sec­tion 108 Loan funds ($9,400,000) awarded by HUD to the Wilmington Industrial Park (collectively the "BEDI Funds") and amend the Agency's FY06 Budget and Work Pro­gram for the Los Angeles Harbor Industrial Center Redevelopment Project to allocate these funds to Objective LA2500, and authorize their use for environmental remediation, cost recovery and other eligible activities;

COOPERATIVE ENVIRON1v1t:NTAL REMEDIATION AGREEMEN1 WITH MENZEL TRUST

PAGE 2"

3) Authorize the Acting Chief Executive Officer or designee to negotiate and execute ap­propriate Cooperation Agreements between the City of Los Angeles ("City") and the Agency for the use of the above referenced BED I Funds; and

4) Authorize the use of the Agency's Site Specific Tax Increment generated by the devel­opment on Block 26 to pay debt service on a Section 1 08 Guaranteed Loan from the City to the Agency; and

5) Authorize the Acting Chief Executive Officer or designee to execute a future pledge of tax increment funds generated by the Los Angeles Harbor Industrial Center Redevelop­ment Project as security for the federal Section 1 08 Loan Funds.

That the Agency recommend that the City Council:

6) Authorize the General Manager, Community Development Department (COD), and the Agency Chief Executive Officer, or their designees, to negotiate and execute the Coop­eration Agreements described in the Recommendations above, subject to review and approval of the City Attorney as to form;

7) Authorize the General Manager, COD, to prepare Controller instructions and make any technical changes that may be required to incorporate the approved Council actions into the Cooperation Agreements, subject to approval by the City Administrative Officer (CAO), and instruct the Controller to implement these instructions and to expend funds upon proper demand by the General Manager, COD, or designee.

SUMMARY

In September 2001, the City of Los Angeles and the Agency were awarded a $1.26 million BED I allocation with an accompanying $9.4 million Section 108 Loan Authority to assist in the poten­tial expansions of two businesses in the Project Area, American Soccer and Union Ice Compa­nies. The Community Development Department has informed Agency staff that these funds are at risk and if not contractually committed by September 2006 may cease to be available.

Agency negotiations continue with the Union Ice Company for their cold storage facility expan­sion. In the meantime, Agency staff has been approached by Rosa Cursage of Maria G. Menzel Trust ("Menzel"), and President of American Soccer Co., for Agency assistance in the environmental remediation of 923 East E Street, 525 and 529 Sanford Avenues (the "Property", see Attachment A, Site and Project Area Map) as described below:

BLOCK26: Owner Size Occupant

923 East E Street Menzel 17,422 s.f. vacant, dirt lot with (APN 7424-018-005; and 011) weeds and debris

529 Sanford Avenue Menzel 18,480 s.f. vacant; oil pump sta-(APN 7424-018-025) tion

COOPERATIVE ENVIR0 ... 1V1ENTAL REMEDIATION AGREEMEJ'\J •; WITH MENZEL TRUST

525 Sanford Avenue (APN 7 424-018-027)

Menzel

Total land area:

18,480 s.f.

54,382 s.f.

PAGE 3.

American Soccer warehouse building

Agency assistance will facilitate the consolidation and future expansion of the American Soccer Company.

In December 2004, the Agency retained SCS Engineers ("SCS") to conduct a Phase II Site In­vestigation Report. Petroleum Hydrocarbons, as well as concentrations of methane gas, were detected in the soil. The petroleum hydrocarbons present a risk of impact to groundwater sup­plies. In addition, there is a volatile hydrocarbon portion of the hydrocarbons present that could cause health risks to workers at the site. Based on this Report, SCS recommends remediation of hydrocarbons impacted soil in the vicinity of the two historic oil sumps (underneath the ware­house building at 525 Sanford Avenue) be conducted under the oversight of the Regional Water Quality Control Board ("RWQCB"). The sumps contain approximately 1000 cubic yards of soil, which would cost approximately $100,000 to remove. Agency staff recommends a 100% con­tingency to account for uncertainties in volume estimates and cost of disposal, for a total esti­mated removal cost of $200,000.

In addition, methane impacts from subsurface crude oil were found. Methane intrusion into a building is a common issue in many parts of Los Angeles. A recently enacted City of Los Ange­les ordinance requires methane mitigation measures to be included in any new construction where methane impacts are found. Such measures will be required for this project, but should be considered as part of normal construction costs, not as an environmental impact.

The cost estimate assumes that impacted soil will be excavated after the present building is demolished and before a new building is constructed. However, it is also possible to remediate the soil using a combined bioremediation/soil vapor extraction system. This method would be recommended if the present building is not demolished, since most of the contaminated soil is beneath the building. The cost of such a system would also be approximately $200,000. This remediation method is only recommended if the building will stay in place indefinitely and RWQCB requires remedial action beneath the building. If the building is removed at a later time, additional costs might be borne due to disposal of soils beneath the building that may have residual contamination.

The Menzel Trust is a major property owner within the Project Area, whose business "American Soccer'' occupies 165,000 sq. ft. in four non-contiguous locations: 620 East Anaheim; 726 East Anaheim; 720, 722 and 724 North Eubank Avenue; and 525 Sanford Avenue. The main facili­ties (620 and 726 East Anaheim Streets), consisting of showroom, garment manufacturing, and warehouse distribution, are· located on the east and west sides of Eubank Avenue. The ware­house (525 Sanford Avenue) is located two blocks away. Menzel has an opportunity to pur­chase 826 East Anaheim Street, a 24,000 s.f. industrial warehouse building constructed by ACME Development, the same developer of the premises it is currently situated in. The pro­posed purchase of 826 East Anaheim Street is contingent upon the sale of the Sanford Prop­erty, which requires remediation. Agency staff is recommending entering into a Cooperative Environmental Remediation Agreement with Menzel to further investigate and remediate the Sanford property utilizing a portion of the BED I and Section 108 Loan funds allocated to Ameri­can Soccer's business expansion.

COOPERATIVE ENVIRONt".C:NTAL REMEDIATION AGREEMENT WITH MENZEL TRUST

PAGE 4 _,

Agency remediation assistance for the Sanford property will facilitate the privately financed relo­cation and purchase of _826 East Anaheim Street by Menzel. American Soccer proposes to renovate the 826 East Anaheim Street building to accommodate a new fabric printing design operation. This building is also large enough to consolidate the knitting and fabric dying opera­tions currently in a separate facility. Moving into the 826 East Anaheim location will greatly im­prove operational efficiency, security, and will better consolidate four separate operations into one along the south side of East Anaheim Street. At least 50 new jobs will be created for the Wilmington Industrial Park.

American Soccer is an apparel manufacturer and leading supplier of sports league uniforms for the American Youth Soccer Organization (AYSO). American Soccer's label or brand name is SCORE. The company is an MBE and WBE owned business and, with its combined opera­tions, employs more than 300 persons, a majority of which are residents of Wilmington. The company designs its own apparel; creates, knits and pattern dyes its own fabrics and sells soc­cer equipment supplies. Recently, uniform accessories (e.g. knitting of socks, wristbands, head bands, etc.) have been added to its manufacturing line. The company markets its product na­tionally and internationally and supplies uniforms to 80,000 A YSO sports leagues, producing approximately 4 million uniforms annually.

Initial Action.

June 20, 2001 - City Council approval authorizing the Mayor's Office of Economic Development (MOED) tb submit a BEDI Grant and Section 108 Loan application to HUD for the Wilmington Industrial Park; and to enter into agreements with MOED, CRA and HUD to secure the federal funds and execute the scope of work submitted in the Grant application (Council File No. 01-1253).

SOURCE OF FUNDS

Federal Brownfields Economic Development Initiative (BEDI) Grant and companion HUD Sec­tion 108 Guaranteed Loan Authority funds; LA Harbor Tax Increment funds. Upon approval of this action, it is anticipated that the remediation and associated costs expended will be recov­ered by the historical generators of the contaminated soils and should not exceed $500,000 of the total $10,260,000 (combined BEDI Grant funds and corresponding Section 108 Loan funds) award.

PROGRAM AND BUDGET IMPACT

The recommended actions are consistent with the Agency's FY06 Work Program and Budget for the Los Angeles Harbor Industrial Center Redevelopment Project carried out under objec­tives LA2500.

ENVIRONMENTAL REVIEW

The rehabilitation of 826 East Anaheim Street is categorically exempt from the California Envi­ronmental Quality Act (CEQA) pursuant to Article VII 1. a. (1) of the Agency CEQA Guidelines.

COOPERATIVE ENVIR01'4MENTAL REMEDIATION AGREEMEN 1/

WITH MENZEL TRUST PAGE 5 .•

The remediation of 923 East E Street, 525 and 529 Sanford Avenues is categorically exempt from the provisions of CEQA pursuant to paragraph 15308 of the State CEQA Guidelines.

BACKGROUND

Los Angeles is one of sixteen federal Brownfields Showcase Communities, nationwide. Brown­fields are abandoned, idled and/or underutilized industrial and commercial properties where ex­pansion or redevelopment is complicated by real or perceived environmental contamination. The City has invested considerable resources to establish a program to assist in the revitaliza­tion of Brownfield sites throughout the City. The LA Harbor Industrial Center Redevelopment Project, adopted in 197 4, contains numerous Brownfields sites. The 232 acre Project Area is located in the southern part of Wilmington, less than a block away from the Los Angeles Harbor. The Project Area lies within the Wilmington Oil Field, which was discovered in the 1930's. Over 100 oil wells appear to have been drilled throughout the Project Area. Past oil drilling opera­tions and abandoned oil wells have contributed to soils contamination, making it difficult to de­velop and even more difficult to attract developer interest.

The Redevelopment Plan was amended in May 2002 primarily to extend the power of eminent domain to address former oil producing properties as well as those with truck/auto/boat repair, dismantling, and salvage uses. The Project Area, not only experienced complex development impediments, its overall "junkyard" appearance did not promote developer confidence into the Area. In addition, proper environmental remediation requires a regulatory review process, which can be tedious, time consuming and add to developer uncertainty. With these factors combined, the Agency has experienced difficulty encouraging developments that will generate jobs and competes heavily with truck parking or truck dispatching uses for vacant opportunity sites. Property owners with vacant sites, need only pave their lot to receive the same economic return without having to develop a building and oftentimes are not required to conduct any envi­ronmental remediation.

Thus, having a Brownfields designation allows the Project Area to receive federal and state funds, and expertise to assist property owners and businesses in the environmental clean up of their properties. An important Agency and community goal is to foster new industry and new jobs for the residents of Wilmington whose average annual income are in the very low (50% median) and low (80% median) income household ranges.

In July 2000, The City Council designated the Wilmington Industrial Park as the City's third Brownfields Demonstration Site and awarded the Project Area $350,000 to prepare Phase 1 Environmental Site Assessments on vacant or various underutilized properties that have devel­opment potential. SCS Engineers conducted this Assessment, which included the Sanford Property. The SCS Phase 1 Report identified environmental concerns requiring further analy­sis. Historical on site oil production activities, including the presence of an oil well (#1478), pump station, aboveground storage tanks, and sumps may have resulted in impacts to the San­ford Property with respect to crude oil, metals and polychlorinated biphenyls (PCBs). Adjoining properties to the north and west of the Sanford site were investigated by ADR Environmental Group in March 2000. Elevated concentrations of total recoverable petroleum hydrocarbons, metals and VOCs were found in the top six feet of soil on almost all of the adjoining parcels.

COOPERATIVE ENVIRONiv1~NTAL REMEDIATION AGREEMENT WITH MENZEL TRUST

PAGE 6 _ ..

In September 2001, the City and the Agency were awarded a $1.26 million BED I allocation with an accompanying $9.4 million Section 108 Loan Authority to assist in the expansions of two businesses, American Soccer and Union Ice Companies. Union Ice is currently pursuing private acquisition of its expansion parcels and has yet to enter into an agreement with the Agency. When the terms of an agreement can be mutually agreed upon by both parties, Agency staff will be seeking Agency consideration to enter into an agreement with Union Ice Company.

There is no conflict of interest known to me that exists with regard to any Agency officer or em­ployee concerning this action.

Attachment A Site and Project Area Map

'

Los Angeles Harbor Industrial Center Redevelopment Project CRA/LA

Block 26 Properties

_j .________.~II.________.~ .________.~II.___-----~ FST.

~· Oil Well-Above Ground Tanks

Sumps,\

'~ I "'~

EST.

HARRY BRIDGES north

u.i ~ 0 a: 0 LL z <( (/)

L

Attachment "A"

Menzel Trust Property Proposed to be Remediated

A 529 Stanford Ave 18,480 S.F.

8 525 Stanford Ave. 18,480 S.F.

C 923 E. ESt. 17,422 S.F.

Total: 54, 382 S.F.

Current American Soccer Locations

D 620 East. Anaheim St. 31,500 S.F.

E 726 E. Anaheim St. 18,700 S.F.

F 720, 722, 724 N. Eubank 43,400S.F.

G Proposed New Factory Site 826 E. Anaheim Street 24,000 S.F.

Total: 117,600 S.F.

COOPERATIVE ENVIRONMENTAL REMEDIATION AGREEMENT FOR THE MARIA G. MENZEL TRUST TRANSACTION

WILMINGTON, CA

This Cooperative Remediation Agreement is entered into between the Community Redevelopment Agency of the City of Los Angeles, California ("Agency"), and the Maria G. Menzel Trust ("Owner"), a property owner in the Los Angeles Harbor Industrial Center Redevelopment Project Area, located in the community of Wilmington, California situated just north of the East basin of the Los Angeles Harbor. The 232 acre Project is also known as the Wilmington Industrial Park and is generally bounded by Anaheim Street on the north, Alameda Street on the east, Harry Bridges Boulevard (formerly B Street) on the south and Broad Avenue on the west (the "Project Area"), with reference to the following facts and objectives:

1. RECITALS:

1.1 This Cooperative Remediation Agreement ("Agreement") concerns the property located at CRA Block 26, 923 East E Street (Northwest comer of Sanford and "E" Street; 525 and 529 Sanford Avenue in Wilmington, California ("Property"). (APNs 7424-018-005; 011; 025; and 027). The Property is within a Project Area. The Agency has a plan for the redevelopment of this area, and has agreed to exercise its authority under the Polanco Redevelopment Act to assist the Owner of the Property so that they can complete a sale of this existing warehouse Property, and relocate their business to another parcel in the redevelopment area.

1.2 The Los Angeles Harbor Industrial Center Redevelopment Plan (the "Plan") was originally adopted by the City Council on July 18, 1974 to replace a blighted and underutilized area of the community with a modem, employment intensive industrial park complex. The primary objective of the Plan is to entice labor-intensive industries into the Project Area that will provide new employment opportunities to Wilmington residents and to integrate the creation of an industrial park with an active oil field operation. At the time of adoption, the Project Area was characterized by physical and economic blight due to oil extraction activities, an incompatible and unhealthy mix of industrial buildings, residential dwellings, oil extraction equipment, rusting oil storage tanks, automobile junkyards, boat construction and storage yards; unimproved streets and alleys and junk strewn over vacant land. The Redevelopment Plan was amended in August 2002, primarily to extend the power of eminent domain to address former oil producing properties and small, residential sized parcels held in scattered ownership, with a complicated overlay of multiple petroleum rights; environmental deficiencies, such as soil toxins, which have been a hindrance to industrial development. The Project Area, not only experienced complex development impediments, its overall "junkyard" appearance did not promote developer confidence into the Area.

1.3 Agency remediation assistance will facilitate the privately financed relocation and purchase of 826 East Anaheim Street by Menzel. American Soccer proposes to renovate the 826 East Anaheim Street building to accommodate a new fabric printing design operation. This building is also large enough to consolidate the knitting and fabric dying operations currently in

C:\Documents and Settings\Susan Totaro\Desktop\Menzel Coop Agreement- FINAL 8-18-0S.doc

a separate facility (620 East Anaheim Street). Moving into the 826 East Anaheim location will greatly improve operational efficiency, security, and will better consolidate five separate operations into one along the south side of East Anaheim Street. At least 50 new jobs will be created for the Wilmington Industrial Park.

1.4 American Soccer is an apparel manufacturer and leading supplier of sports league uniforms for the American Youth Soccer Organization (AYSO). American Soccer's label or brand name is SCORE. The Company is an MBE and WBE owned business and, with its combined operations, employs more than 300 persons, a majority of which are residents of Wilmington. The company designs its own apparel; creates, knits and pattern dyes its own fabrics and sells soccer equipment supplies. Recently uniform accessories, e.g. knitting of socks, wristbands, headbands, etc. have been added to its manufacturing line. The Company markets its product nationally and internationally and supplies uniforms to 80,000 A YSO sports leagues, producing approximately 4 million uniforms annually.

1.5 As a result of the historical use of the Property, abandoned oil wells and sumps have resulted in the release of hazardous substances, as that term is defined under the Polanco Redevelopment Act, Cal. Health and Safety Code Sections 33459.1 et seq. ("Act"). Under the Act, responsible parties are required to reimburse the Agency for investigation and remediation costs related to releases ofhazardous substances.

1.6 The Owner has agreed that if the Agency holds Owner harmless from cost or expense related to the release of hazardous substances at their Property, that they will relocate their business to another location in the Project Area, creating more jobs and further eliminating blight.

THEREFORE, based on and incorporating the foregoing recitals the Parties agree as follows:

2. AGENCY TO HOLD OWNER HARMLESS.

The Parties have determined that it is in their mutual best interest for the Agency to use its powers under the Act to identify the historic generator or generators of the hazardous substances on, under or within the Property and send them a 60 Day Notice under the Act, requiring them to prepare a mitigation plan for the Property and implement it at the appropriate time, when site redevelopment activities are ready to begin. The Act authorizes the Agency to seek reimbursement for any mitigation measures that might have to be employed at the Property, and the Agency supports the relocation and expansion of the American Soccer Warehouse, Owner's business, within the Project Area. The Owner has informed the Agency that this cannot occur without appropriate provision being made for the historic contamination impacts at the Property, so the Agency hereby agrees to hold the Owner harmless from the costs of investigation and remediation of those hazardous substance impacts at the Property. The Agency will undertake any necessary investigation and mitigation measures for the release of hazardous substances at the Property, and will employ its authority to seek reimbursement from the historic generators of the hazardous substances. The Agency's obligation to hold the Owner harmless from mitigation measures is limited to measures required as the result of releases of hazardous substance as defined in the Act, and excludes responsibility for the assessment or demolition of building materials such as asbestos or lead-based paint. Requirements for adapting future site

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improvements to site conditions, such as naturally occurring methane, are not included or a part of the Agency's obligation herein.

3. ACCESS TO PROPERTY.

To assist Agency in discharging its obligations hereunder, the Owner's cooperation is explicitly intended to include access to the Property and the improvements thereon, at reasonable times and after reasonable notice to the Owners, although such access is expressly understood to be at the Agency's own cost and expense. The Owners agree to preserve the Agency's right of access in any future Purchase and Sale Agreement they may enter into for the Property. This right of access shall terminate upon the successful completion of any necessary mitigation work at the Property.

4. SHARINGDATA.

The Parties agree to promptly share all environmental reports and data they may currently possess or obtain in the future concerning environmental conditions at and about the Property.

5. REGULATORY OVERSIGHT.

5.1 It is the intent of the Parties that all work performed pursuant to this Agreement will be subject to oversight by appropriate regulatory authorities, and will be performed in compliance with applicable laws. Both the Department of Toxic Substances Control ("DTSC") and the Regional Water Quality Control Board for the Los Angeles region ("RWQCB") are authorized to perform this review pursuant to their authority under the Act, the Uniform Agency Review Law, Cal. Health and Safety Code § 25260, and other authority as described in the California Health and Safety Code.

5.2 Owner agrees to provide Agency with a copy of any written communication they may issue to or receive from DTSC, the RWQCB, or any other regulatory agency regarding the environmental condition of the Property within five (5) business days of issuance to or receipt from DTSC, RWQCB, or any other regulatory agency.

6. EFFECTIVE DATES.

This Agreement will become effective on the date it is signed by both Parties.

7. NO ASSIGNMENT.

Owner shall not assign its rights or benefits under this Agreement without the prior written consent of the Agency.

8. TIME.

Time is of the essence as to all dates and periods of performance contemplated by this Agreement.

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9. COMPLETE AGREEMENT.

This Agreement represents the complete Agreement between the Parties with regard to the Owner's responsibilities for hazardous substances at the Property and cannot be modified except by written amendment.

10. NOTICE PROVISIONS.

When notice is to be given as a result of obligations arising from the Agency, it shall be provided by mail to:

1. For the Agency:

Mr. Stephen B. Andrews Chief, Strategic Planning Los Angeles Community Redevelopment Agency 354 South Spring Street, Suite 700 Los Angeles, CA 90013

Ms. Susan Totaro Project Manager Los Angeles Community

Redevelopment Agency 354 South Spring Street, Suite 800 Los Angeles, CA 90013

2. For Maria G. Menzel Trust:

Jill Menzel c/o Rosa Cursage, President American Soccer Company 726 East Anaheim Street Wilmington, CA 907 44

11. SEVERABILITY.

With copy to:

Richard G. Opper, Esq. Opper & Varco LLP 225 Broadway, Ste. 1900 San Diego, CA 92101

With copy to:

Ronald Pass, Esq. Pass & Associates, 21515 Hawthorne Blvd. #840, Torrance, CA 90503

Should any part of this Agreement be deemed illegal by a court of competent jurisdiction, that portion of the Agreement shall be severed from the Agreement and shall not affect the legality of the remaining portions of the Agreement.

12. COUNTERPARTS.

This Agreement may be executed in counterparts. A copy of this Agreement bearing the original signature of some parties and the photocopied signatures of other Parties shall be enforceable in the same manner as a fully executed original document.

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IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as of the dates indicated below.

Dated: -------------------

APPROVED AS TO FORM: Rockard J. Delgadillo, City Attorney

By: Curt Holguin Agency Counsel Deputy City Attorney

Opper & V arco LLP

By: Richard G. Opper, Esq. Agency Special Counsel

For Owner:

By: --------------------------

5

Community Redevelopment Agency By: Richard L. Benbow Acting Chief Executive Officer

Date:

Date:

Date:

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