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RODI POLLOCK PETTKER CHRISTIAN & PRAMOV, A Law Corporation ROBERT A. YAHIRO (SBN 69560) 444 South Flower Street, Suite 1700 Los Angeles, California 90071 -2901 Telephone: (213) 895 -4900 Facsimile: (213) 895 -4921

Attorneys for JAMES M. GALBRAITH, Petitioner

James M. Galbraith,

Petitioner,

vs.

BEFORE THE STATE WATER

RESOURCES CONTROL BOARD

STATE OF CALIFORNIA

Los Angeles Regional Water Quality Control Board,

Respondent.

IN RE: LOS ANGELES REGIONAL WATER QUALITY CONTROL BOARD ORDER NO. R4- 2012 -0069

SUPPLEMENTAL PETITION OF JAMES M. GALBRAITH, PURSUANT TO CALIFORNIA WATER CODE SECTION 13320(a) AND CALIFORNIA CODE OF REGULATIONS, TITLE 23, §§ 2050 ET. SEQ.

I, JAMES M. GALBRAITH, Petitioner in the above -entitled matter, pursuant to California

Water Code Section 13320(a) and California Code of Regulations, Title 23, §§ 2050 et. seq., do

hereby petition the State Water Resources Control Board (the "Board ") to review the Order and

Revised Order referenced herein. This Supplemental Petition supplements and incorporates my

earlier Petition to the Board in this matter. In support of this Supplemental Petition, I hereby

declare as follows:

1. I am a resident of the State of California. I have personal knowledge of the matters

set forth herein and if called upon as a witness could and would testify as follows:

2. I am 70 years old and reside at 1640 Oak Grove Avenue, San Marino, California.

My telephone number is (626) 799 -1111.

3. On or about June 20, 2013, I received a copy of letter from LARWQCB. The letter

was addressed to Mr. Jim Saselli, Senior Aerospace SSP. A copy of the LARWQCB letter is

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attached hereto as Exhibit A.

4. Accompanying the letter was LARWQCB Revised Order No. R4- 2012 -0069 -A01

( "Revised Order "). The Revised Order requires Senior Aerospace SSP, Breeze -Eastern

Corporation, William Zimmerman, and me to prepare and submit a work plan to conduct a

subsurface soil investigation to determine if any unauthorized release of heavy metal compounds

has impacted soils that could pose a threat to groundwater beneath the site located at 2980 San

Fernando Boulevard, Burbank, California (the "Site "). A copy of the Revised Order is attached

hereto as Exhibit B.

5. The Revised Order, at paragraph 2, states in part that "The Site is currently owned

by First Industrial Real Estate, Inc. of Chicago, Illinois, who reported that Mr. William

Zimmerman and Mr. James Galbraith were the first owners /operators of Stainless Steel

Products /Industries at the Site." This statement is false and it cannot be substantiated. As such,

this statement is an untenable basis for the issuance of the Order and Revised Order to me. As

stated below, I had no ownership or any positions in, and I received no compensation from,

Stainless Steel Products, Inc., which was a former owner /operator at the Site.

6. The Order and the Revised Order were sent to me without any prior notice and

without an administrative hearing before LARWQCB. Therefore, I did not have any opportunity

to present objections to LARWQCB prior to the issuance of the Order and the Revised Order.

7. I am an inactive attorney. In large part due to health reasons, I retired from the full -

time practice of law in 1979, and became part -time of counsel to my law firm in 1982. Prior to

my full -time retirement, my law firm's business clients included Zimmerman Holdings, Inc.

( "Holding Company ") and Stainless Steel Products, Inc. ( "Operating Company "), both California

corporations. The corporate histories of the two corporations are complex and may be confusing.

A diagram depicting the separate corporate histories is attached as Exhibit C.

8. There were two separate and distinct California corporations at different times

named "Stainless Steel Products, Inc." Stainless Steel Products, Inc. was incorporated in

California in 1971, under entity number 627765, originally as "SSP Products, Inc." ( "Operating

Company "). A copy of the Articles of Incorporation for the Operating Company is attached

hereto as Exhibit D. The Operating Company changed its corporate name in 1981 to "Stainless

Steel Products, Inc." A copy of the Certificate of Amendment of Articles of Incorporation for the

Operating Company is attached hereto as Exhibit E. The Articles of Incorporation and Certificate

of Amendment consistently show the entity number "627765," indicating this is the same

corporate entity. The Operating Company is the corporation that conducted business and was an

owner /operator at the Site.

9. I was a part-time attorney in 1980 when a client of my law firm anticipated

acquiring the Operating Company. To complete the acquisition, a corporation was formed under

entity number 1003018, initially under the name "Stainless Steel Products, Inc." ( "Holding

Company "). A copy of the Articles of Incorporation for the Holding Company is attached hereto

as Exhibit F. As an accommodation to the client, I was nominally appointed as corporate secretary

for the Holding Company in 1980.

10. The Holding Company changed its corporate name in 1981 to "SSP, Inc." In 1982

it changed its corporate name a second time to "Zimmerman Holdings, Inc." Copies of the

Certificates of Amendment of Articles of Incorporation for the Holding Company are attached

hereto as Exhibits G and H. The Articles of Incorporation and two Certificates of Amendment

consistently show the entity number "1003018," indicating this is the same corporate entity.

11. To the best of my knowledge, the Holding Company acquired the stock of the

Operating Company in 1981 from a third -party seller. The Operating Company thus became a

100% -owned subsidiary company of the Holding Company, as shown on Exhibit C.

12. In 1982 I retired from the practice of law, in large part due to health reasons. In

1982 I also resigned as corporate secretary of the Holding Company. I have no recollection of

performing any duties as corporate secretary. Except for my nominal position as corporate

secretary for the Holding Company for approximately 24 months, I had no ownership or director

or officer positions in, and received no compensation from, the Holding Company. I never had

any ownership interest or director or officer positions in, and received no compensation from, the

Operating Company.

13. To the best of my knowledge, in or about 2002, Holding Company filed for

3

bankruptcy protection, under Chapter 11 of the U.S. Bankruptcy Code (Zimmerman Holdings,

Inc., United States Bankruptcy Court, Central District of California, Case No. 2:02 -bk -28981

(Judge Barry Russell)). All of the assets of the Holding Company were liquidated in bankruptcy,

and its corporate existence was suspended by the California Secretary of State.

14. To the best of my knowledge, in or about 1995, the Operating Company sold its

business and operating assets to an entity related to Senior Aerospace SSP. Thereafter, Operating

Company had no assets, no business activities, and no employees. The corporate existence of the

Operating Company was suspended by the California Secretary of State.

15. I have no knowledge of, nor was I responsible in any way for, the use, storage, or

disposal of any hazardous wastes by either Operating Company or the Holding Company at the

Site.

16. The Order and the Revised Order are inappropriate because I have no control or

authority over either corporation or the Site and therefore cannot comply with the terms of the

Order or Revised Order.

17. In addition, any involvement under the terms of the Order and Revised Order

would be a severe financial burden and would jeopardize my physical health. For more than 35

years I have suffered from a chronic and debilitating condition known as Crohn's disease, as well

as other auto - immune disorders. These disabilities allow me only a few good hours early in the

day, after which I regularly deal with chronic Crohn's symptoms: nausea, pain, extreme fatigue,

intestinal spasming, systemic inflammation, intestinal bleeding, loss of focus, joint pain, uveitis

(inflammation of the vascular structures of the eye, which has caused near total blindness in one

eye). This has prevented me from working, and I cannot be away from my home for more than a

few hours at a time.

18. Based on a review of the Petition, this Supplemental Petition and the exhibits

attached hereto, I request that the Board (a) find that I am not an owner /operator or responsible

party with respect to the Site, (b) determine that the Order and the Revised Order are inappropriate

with respect to me, and (c) direct the LARWQCB to rescind and withdraw the Order and Revised

Order with respect to me. In the alternative, I request that the Board issue a stay of the Order and

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the Revised Order to permit other parties in control of the Site to comply with the Order and the

Revised Order.

19. Because I did not have any opportunity to present objections to LARWQCB prior

to the issuance of the Order and the Revised Order, if the Board denies my request in whole or in

part, I request a hearing before the Board to consider testimony, additional evidence, and oral

argument.

20. A copy of this Supplemental Petition has been sent concurrently to the Executive

Officer of LARWQCB.

I declare under penalty of perjury under the laws of the State of California that the

foregoing is true and correct.

Executed on July 15 , 2013, at San Marino, California.

597173.3

Exhibit A

Jun 24 2013 2:20PM James Galbraith 626 -795 -6870 page 1

Water Boards

Ennwe O. Br+eV* Ja.

MOrTMM Rco.wtt ÿtw aMf .DM alPnM fyRP,DM

Los Ar4geles Regional Water Quality Control Board

June 20, 2013

Mr. Jim Sasselll Senlbr Aerospace SSP

2980 North San Fernando Boulevard Burbank, California 91.504

CERTIFIED MAIL RETURN RECEIPT REQUESTED

7011 2910 0000 0645 3199

SUBJECT: - -REVISED' REQUIREMENT FOR TEttiN)CAL KEPORT PURSUANT TO' CALIFORNIA WATER CODE SECTION.13267 OBIER NO. R4- 20l2 -0069 -.M.

SITE; STAINLESS STEEL PRODUCTS /INDUSTRIES, 2980 SAN FERNANDO BOULEVARD, BURBANK, CALIFORNIA (FILE NO. 104.1005)

Deari Mr. Sasselli:

The California Regional Water Quality Control Board, Los Angeles'Reeion ( Regional Board) Is the public age* with primary responsibility for the protection of ground and surface water quality for all beneficial uses within major portions of the Is Angeles and.Ventura Counties, including the referenced. site.

The Regional Board is investigating potentlal sources for groundwater pollution within the United States Environmental Protection Agency (USEPA) San Fernando Valley Superfund Site ( Superfund Site). It is known that groundwater within the Superfund Site, Including the vicinity of the Stainless Steel Prodrrcts/Indústries facility, Is contaminated with volatile organic compounds (VOCs) and heavy metals, partlsularly chromium. .

Regiqq'nal.Board staff has reviewed technical information and historical documents contained in Regional Board files for the pröperty lOeated at 2980 North San 'Fernando Boulevard, .the. City Burbank; Califs mia (the Site). Stainless Steel Products /industries ha.soccupied the Site since approximately 1952. Stainless Steel Products /Industries' operations at the site Included the use of hexavalent chromium, sadiLm dichromate and .chromic add in processes such as metal etching and metal finishing. Previous invesIigations were conducted at the Site, which focused ón VOCs and not heavy, metals. Therefore, the potential discharge and/or release of chromium based compounds to the soils at the Site, as a result of the past Stainless Steel Products/Industries operations, has not been determined. .

Enclosed is a Regional Board revised order for technical report requirements pursuant to California Water Code Section 13267 Order No. R4- 2012 - 0069 -A01 (Order). The Order was previously Issued to Breeaze- Eastern Corporation, Mr. William Zimmerman, and Mr. James Galbraith. The previously issued Orders overlooked Senior Aerospace SSP, the current Site operator. Therefore, the attached Order has been revised to include Senior Aerospace SSP and to provide you with additional time to comply with MARIA MENw,wu+, cMuM I SAMUK UwOq. rxtounwa wn091.1 - -.

320 WMI 4th SR. SIM. 200, LOt AnpelH, CA 90013 i www.waMrbOifCa.pgOWlDaar>palas

n I.MOVaam..VN1

Jun 24 2013 2:20PM James Galbraith 626 -795 -6870

M4Jim Sasselli - 2 - June 20, 2013 Stainless Steel Products/Industries

page 2

the Order ta prepare and submit a Subsurface Soit lrivestigation Workplan In order to evalúate the sublurface conditions and the potential for groundwater contamination.

The above addition to the responsible parties for the Site constitutes an amendment to the California Wa er Code section 13267 Order priginalty'dated September 21, 2012. All other aspects of the Order orig flatly dated September 21, 2012, and amendments thereto, remain in full force and effect. The required tethnical.repvrt is necessary to investigate the characteristics of and extent of the discharges of Vaste at the Site and to evaluate cleanup alternatives. Therefore, the burden, including costs, of the rep$rt bears a reasonable relationship to the need for the reports and benefits to be obtained.. Pursuant to section 13268 of the California Water Code, failure to submit the required technical report by the spe4ified due date may result In civil liability administratively imposed by the Regional Board in an amount up to one thousand dollars ($1000) for each day each technical report is not received.

Shoitd you have any questions related to this project, please contact Ms. Luz Rabelo via telephone at (2130 576.6783 or via email at luz.rabelo @waterboards_ca.gov.

Sincérely,

Samuel tang

Executive Officer .

Enclosure: Revised California Water Code Section 13267 Order No. R4- 2012-0069 -A01 Original California Water Code Section 13267 Order No_ R4- 2012 -0069 Issued on September 21, 2012

cc: Ms. Lisa Hanusiak, USEPA Region IX Mr. Leo Chan, City of Glendale .

Mr. Bill Mace, City of Burbank Water Supply Department Mr. Vahe Dabbaghian, Los Angeles Department of Water & Power 11Í1r. Milad Taghavi, Los Angeles Department of Water &Power Mr. Richard Slade, ULARA Watermaster Ms.-Sonja Donaldson, c/o Breeze -Eastern Corporation Mr. William R. Zimmerman, Stainless Steel Products Mr. James Galbraith, Stainless Steel Products Mr. Craig i3loomgarden, Manatt, Phelps & Phillips, LIP

Exhibit B

Jun 24 2013 2:20PM James Galbraith 626 -795 -6870

Water Boards

page 3

Ea>rwso Q. 911OrM JI_ otVr

4t+nwl.+ ROP110V[I s LAM ..a. f44 INTO..e.nAl 1 Pone TID Y

Los AO geles Regional Water Quality Control Board

REVISED ORDER TO PROVIDE A TECHNICAL REPORT FOR SUBSURFACE SOiL INVESTIGATION

CALIFORNIA WATER CODE SECTION 13267 ORDER NO.. R4 -Z012 -0069 -A01

DIRECTED TO BREEZE -EASTERN CORPORATION, MR. WILLIAM ZIMMERMAN, .

MR. JAMES GALBRAITH AND SENIOR AEROSPACE 55P

STAINLESS STEEL PRODUCTS/INDUSTRIES 2980 NORTH SAN FERNANDO BOULEVARD, BURBANK, CALIFORNIA

(FILE NO. 104.1005)

Thé California Regional Water Quality Control Board, Los Angeles Region (Regional Board) makes the following findings and issues this Order pursuant to California Water Code (CWC) section 13267, which authprizes the Regional Board to require the submittal of technical and monitoring reports.

1 The groundwater within the San Fernando Valley Groundwater Basin [Basin) has been impacted by discharges of heavy metals, specifically chromium. The San Fernando Valley Superfund Site ( Superfund Site) lies within the Basin. The United States Environmental Protection Agency (USEPA) and the Regional Board are investigating the potential sources of the discharges to the Basin. The agencies are currently focused on identifying individuals and companies responsible for the discharges of chromium In the Basin and holding them responsible for the investigation and remediation of the source sites. The property located at 2980 North San Fernando Boulevard, in the City of Burbank, California (the Site) Is a potential source of chromium and overlies the Basin.

2' The Site was developed and occupied by stainless Steel Products /Industries since approximately 1.952. The Site is currently owned by First Industrial Real Estate, Inc_ of Chicago, Illinois, who reported that Mr, William Zimmerman and Mr. James Galbraith were the first owners /operators of Stainless Steel Products /Industries at the Site. The Site Is currently occupied by Senior Aerospace SSP. Senior. Aerospace SSP is a subsidiary of Breeze -Eastern Corporation and a successor to Stainless Steel Products /industries. Stainless Steel Products /Industries' operations at the Site included the use of hexavalent chromium, sodium dichromate, and chromic acid. Metal coating and metal finishing processes were part of the on -site operations conducted by Stainless Steel Products /industries. In 1J87, the USEPA and the Regional Board initiated an investigation at the Site which focused on volatile organic compounds (VOCS) and not on heavy. metals, Therefore, the potential discharge and /or release of chromium based compounds to the soils at the Site, as a, result of the past metal finishing operations, has not yet been determined. '

3 CWC section 13267(b)(1) states:

"fn conducting an Investigation specified in subdivision (a), the regional board may require that any person who has discharged, discharges, or is suspected of having discharged or,

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Jun 24 2013 2:20PM James Galbraith 626 -795 -6870 page 4

MrJJim Sasselll - 2 - . June 20, 2013 Senior Aerospace S5P

A.

5.

discharging, or who proposes to discharge waste within its region, or any citizen or domiciliary, or political agency or entity of this state who has discharged, discharges, or is suspected of having discharged or discharging, or who proposes to discharge waste outside of its region that could effect the quality of waters within Its region shall furnish, under penalty of perjury, technical or monitoring program reports which the regional board requires. The burden, including costs, of these reports shall bear a reasonable relationship to the need for the reports and the benefits to be obtained from the reports. in requiring those reports, the regional board shall provide the person with a written explanation with regard to the need for the reports, and shall identify the evidence that supports requiring that person to provide the reports."

The Regional Board has obtained evidence indicating that there is a potential for discharge of waste at or from the Site. Regional Board files indicate that operations at the Site consisted of metal coating and metal finishing processes which included the use of hexavalent chromium, sodium dichromate, and chromic acid. Stainless Steel Products /Industries is. among the suspected sources of waste discharge in the USEPA Superfund Site because of the chemicals used and the operations conducted at the Site. It is known that groundwater within the Superfund Site, Including the vicinity of the Stainless Steel Products/Industries facility, is polluted with VOCs and heavy metals, *particularly chromium. To date, a complete subsurface investigation of heavy metals in soil or groundwater has riot been performed at the Site,

This Order identifies Breeze- Eastern Corporation, Mr. William Zimmerman, Mr. James Galbraith and Senior Aerospace SSP as the entities responsible for the suspected discharges of waste 'identified in paragraph two and, four (4) because Mr. William Zimmerman and Mr. James Galbraith were the owners /operators of the facility where the activities occurred that resulted in the suspected discharges of waste were performed and Senior Aerospace 55P is a subsidiary of Breeze -Eastern Corpòration and successor to Stainless Steel Products /industries. 5. This Order requires the persons /entities named herein to prepare and submit a Subsurface Soil lnvestigation Workplan (Workplan) in order to evaluate the conditions at the Site and determine If any discharges of heavy metal compounds, specifically chromium, has impacted the soils beneath the Site that could consequently pose a threat to groundwater. Ytiu are expected to submit a complete Workplan, as required by this Order, to the Regional Board, The Regional Board may reject the Workpian If Ris deemed incomplete and /or require revisions to the Workplan under this Order.

7_ The Regional Board needs this information in order to determine whether the Site is a source of discharges of waste, specifically chromium, and to determine whether the subsurface soil conditions at the Site are causing or threatening to cause discharges of waste to the waters of the State within the Basin.

The burdens, including costs, of these reports bear a reasonable relationship to the need for the reports and the benefits to be obtained from the reports., The information is necessary to identify sources of discharges of waste to the Basin and to assure adequate cleanup of the Stainless Steel Products /Industries facility, which as described above potentially poses significant threats to public health and the environment.

9. The issuance of this Order Is an enforcement action by a regulatory agency and is categorically exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to

Jun 24 2013 2:20PM James Galbraith 626 -795-6870 page 5

Mri Jim Sasselli - 3 - June 20,2013 Senior Aerospace SS P '

section 15321(a)(2), Chapter 3, Title 14 of the California Code of Regulations. This Order requires submittal of technical and /or monitoring reports and work plans. The proposed activities under the work plan are not yet known. It Is unlikely that implementation of the work associated with this Order could result In anything more than minor physical changes to the environment If the implementation may result In significant impacts on the environment, the appropriate lead agency. will address the CEQA requirements prior to implementing any work plan.

20. Any person aggrieved by this action of the Regional Board may petition the State Water Resources Control Board (State Board) to review the action in accordance with Water Code section 13320 and California Code of Regulations, title 23,, sections 2050 and following, The State Board must receive the petition by 500 p.m., 30 days after the date of this Order, except that if the thirtieth day following the date of this Order falls on a Saturday, Sunday, or state holiday, the petition must be received by the State Board by 5:00 p.m. on the next business day.. Copies of the law and regulations applicable to filing petitions may be found on the Internet at the following Link:

http://www.waterboards.ea.gov/public notices /petitions /water quality

or will be provided upon request.

THEREFORE, tT IS HEREBY ORDERED that Breeze -Eastern Corporation, Mr. William Zimmerman, Mr. James Galbraith and Senior Aerospace SSP, pursuant to section 13267 {b) of the CWC, are required to:

1.. Submit a Subsurface Soll Investigation Workplan (Workplan) to the Regional Board by August 2, 2013. Guidancedocurrnents to assist you with this,task can be found on the Internet at the following links:

"General Work Plan Requirements for a Heavy Meta! Soit Investigation" http:// www ,waterboards.ca.gov /losangeles /water Lsues /progràms/remedtatlonlgene rat Workplan Re juirerrlents for Heavy Metals Soli IRvestik_ation.pdf

"Inter. Interir» Site Assessment & Cleor>up Guidebook (Mayi9961," h www.w. oa .s.ca._ov .san:eles water is ues ro :r.ms

.. re h! t. ma 1996 v guidance.shtml

"Quality Assurance Project Plani http:// www .waterboards.cagov /losangeles /water issues/programs /remediation /Board SGV- SFVCteanupProgram Sept2408 QfiPP,pdf

The Workplan shall Include detailed information of former and existing chromium storage, hazardous waste management, and associated practices.

3. The Workplan rrlust also include proposed soil sampling boring locations which shall extend to a minimum depth of 25 feet below groundsurface in the areas of the previous plating processes and waste treatment (sumps, clarifiers, etc.), hazardous waste storage area, and chemical storage area_

4, The Workplan must contain a health and safety plan (HASP), as per the guidelines.

Jun 24 2013 2:21 PM James Galbraith 626-795-6870 page 6

Mn. Jim Sasselii -4 - June 20, 2013 Senior Aerospace SST,

5. The Workpian shall include a detailed schedule of implementation of the Workplan, including field work and providing a report of the results to the Regional Board..

. Upon approval, the Workpian shalt be implemented and a report summarizing the results according to the approved schedule must be submitted to the Regional Board.

Thé above item shall be submitted to:

Ms. Luz Rabelo Water Resources Control Engineer Renlediation Section Los Angeles Regional Water Quality Control Board 320 West 4th Street, Suite 200 Los Angeles, California 90013 Phone: (213) 576 -6783 Email: lut_rabeloOwaterboards.ca.eov

Pursuant to 13267(a) of the CWC, any person who fails to submit reports in accordance with the Order is guilty of a misdemeanor. Pursuant to section 13268(b)(1) of the CWC, failure to submit the required Wor)cplan described above by the specified due date(s) may result In the imposition of administrative civil liability by the Regional Board In an amount up to one thousand dollars ($1,000) per day for each day he Workplan is not received after the above due date. These civil liabilities may *be assessed by the Regi nal Board for failure to comply, beginning with the date that the violations first occurred, and withbut further warning.

The Regional Board, under the authority given by the CWC section 13267, subdivision (b)(1), requires you to include a perjury statement in all reports submitted under the 13267 Order. The perjury statement shall be signed by Mr. William Zimmerman and Mr. James Galbraith and a senior authorized Breese- Eastern Corporation and Senior.Aerospace .SSP representative (not by a consultant). The perjury statement shall be in the following format: .

"I, (NAME), certify under penalty of law that this dácument and all attachments were prepared by me, or under my direction or supervision, in accordance with a system . designed to assure that qualified personnel properly gathered and evaluated the information submitted. Based on my inquiry of the-person or persons who manage the system, or those persons directly responsible for gathering the Information, the information submitted is, to the best of my knowledge and belief, true, accurate, and complete. 1 am aware that there , are significant penalties for submitting false inforMation, including the possibility of fine and imprisonment for knowing violations."

The State Board adopted regulations (Chapter30, Division 3 of Title 23 & Division 3 of Title 27, California Code;of Regulation) requiring the electronic submittal of Information (ESI) for all site cleanup programs, startiflg January 1, 2005. Currently, all of the information on electronic submittals and Geohacker contaicts can be found on the Internet at the following link:

http :4 /www.waterboards.ca govfust /electronic submittal.

Jim 24 2013 2:21PM James Galbraith 626 -795 -6870

MrJim Sasselli Sen 'iorAerospace SOP

page 7

- 5- June 20, 2013

To comply with the above referenced regulation, you are required to upload all technical reports, documents, and weil data to GeoTracker by the due dates specified in the Regional Board letters and orders issued to you or for the Site. However, thé Regional Board may request that you submit hard copies of selected documents and data in addition to electronic submittal of information to GeoTracker.

SO thRDERED.

4en rir.41?.1----" ee .1 2 v -z a/ 3 Sarnuél Ung , P,E. Date Exe4utive Officer

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Exhibit D

ARTICLES OF rTORPORATION

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The name of this corporation is:

PRODUCES, 1,C.

TI.

The purooses for which this corporation iP form.Pd,

the specific business in which the corporation la primarily

to engage being set forth in Paragraph (1) below, are:

(1) The sof.cific business in which the corporation is primarily to engage is to manufacture, repair, fabricate, form, sell, rent, lease, license, distrinute ad otherwise uesi in ,iletal products and other orocucts reL,-ing directiv CZ indirectly to metal forming or metal_ fanrication.

(2) To manufacture, buy, sell, assemble, distri- bute, and to otherwise acquire, or to own, hold, use, sell, aasign, transfer, exchArdze, lease, license or otherwise dispose of, and to invest, trade, deal in and with goods, wares, merchandise, building 'materials, supplies and all other property of every elaes and description.

(3) To .37-.Phse 7.cquire, own, hol4, ugo, 3eas.0., either as lessor cr le:11a, rent, sublcit,. grant, sail, exchRnge, subdivide, morLgage, deed in trust, inanaP:e, improve, cultivate, develoo, maintain, construct, oper- ate, and generally deal in, any and all roal 1-,ate, improved or unl:;:proved, 3tofes, of'fica buildihgs,

house:.1, boardln7 houes apA.=zfit L-znufas.,-

rL'.i ng

_ants ,

d

... oth

_ir?-ion

anu

<:rlv 3nd

^r description,

est or right

-....r e

i

,

wheresoever situated,

or the United States.

tories and _c_onie'F of

countries.

buildings of an y kind or des-

1.11 other property of every kind

cersulaï and mixed, and any _._.__

..clu:ïing wa_t..r and water rights,

ither

_.. California, other states

;he Di .,rict o_ Columbia, terri-

the United States and foreign

_ -

.. -

hase, acquire,

ta -=,

p _d, own, use and

'd

enjoy, and

to _i_,

lease, transfer, pledge, mortgage,

convey, grant, ass_-

or otherwise di spose of, and gener -

ally

_ t

i_..es , trade,

deal in arid

with .__

royalties,

...in-e_.__ rights of all Kinds, mineral bearing lands and

^a:

.,.. products of ali kinds, oil, gas and minerai

^ ac_

-

Y

rights and interests therein,

and _..

_.., -'9

and

_ t. the earth and de"c,.J:ts,

both

;,j,= : .

products

¡ i

and surf-ace, of every nature and description.

15J

To enter int:), make,

tracts of every kind for any 'la

as to amount, with any person,

î oration, municipality

county,

government (foreign or domestic

governmental subdivision.

},er_,orlr, and carry ol:v con-

erSul purpose without

firm, association or cor-

parish, state, territory,

) or other municipal or

(6)

To become a partne: (either general Jr limited

or ben.) and to

`-'î:..,,r into agr".,.,.aists of partnership, with

one

.,_ more other persons or corr:o.TM3i.do.is,..Cri.îieÚ'..i.::'

purpose

of carrying on any business whatsoever which this corpv^_'3_

t1_o:l may deem proper or convenient in connection with any

of

thr. purposes C3erei:a set forth or otherwise, or which

.. iy be calculated, directly or indirectly, to

DPo`iïï.t._. the

".

:

,

..

'..

_

,.,

:

..'

.

i.IterF3t of this corporation or to enhance the value of

._....

_ - -.'erty

o,.^ 3U.si._e33.

i7)

oenquire, by purchase or

ot:t:.,,. °'isa,

thá good-

will,

_._s incSr,

':rC_

rty rights, franchises and assets of

every-M.l+t,

-°lth cr'tyíti-Fout undertaking, either wholly

i.r

ln part, the liabilities o:' any person: firm,

F°ssso-i2:C'jo:n

or corporation; and to acquire any ¡^rop3rtJ or business

as a going concern or otherwise,

(a) by purchase of the

-

assets thereof wholly or in part,

(b) by acquisition of

the snares or any part thereof, or (o) in any other manner;

and to

.-

for

.tl'1.+..;.:^.l-w in

.^_z.si? or

ii. the shares or bonds

or other'. evidences of _::ebteG_esv of this corporation, er

otherwise; to hold, maintain and operate, or in any man-

ner

._i

.=M of the '14_e or any part of the goodwill, b üs°

es:,rights and prov ,ty so acquired, and to conduct,

in any e..... manner the whole or any part of any business

._,u acquired;

.".::7 to exercise

.s.l:. the powers necessary or

convenient

_,.

.....;d about the management of such business.

-,».

To take, purchase and otherwise acquire, own,

-.101d, use, sell, assign

transfer, exchange, lease, mort-

-

gage, convey in trust, pledge, hypothecate, grsnt licenses

Ln respect of and otherwise dispose of letters patent of

tl-;e United states or any foreign country, patent rights,

'

licenses and rrivIleg, invfntinns,1 improvements and pro-

o'-ssPs, copyrights, trademnrks and trade names, and :7overn-

:tent, state, terrtorial, county and municipal grants ,and

concessions of every character 1.:hich this corporation mav

deem advantageous in the prosecutio

f.t5 business or

:ne maintenance, operation, f_ltavelo;:z.ent or extension

of

pro-erties.

(9)

?rom time to time to apply for, purhase, ac-

:re by atls_Lgnment, transfer or otherwie, exe7.cise,

t,rry out

antfl ecy any benefit, rizht, privilege, pre-

rogative or power cmferred by, acquired under or granted

by any statute, ordinance, Order, license, power, auth-

ority, fr:-,nchise, commission, right or privilege whi;h

any zovernment or authority or governmental agency or

corporation or other puelic I 'ciy may be empowered to en-

act,

,:lake or grant: to pay for, aid in, and contribute

to-ward carrying the sama into effect; and to appropri-

ate any of this corporation's shares,

'7.,ond3 and/or ac

-t3

'o defray the costs, charzes and expenses thereof.

0)

Tn .,uhscribe or 7ausc to be subscrabed for, and

to take, purchase and otherwise acquire, own, hold, use,

sell, assign, trAn2fer, exchange, distribate and other-

wise dispose of, the whole or any part of the s'aars of

the caoital atoclt

bonds, coupina, lortgages, deeds of

trust, debentures, securities, oblntions, evidences cf

indebi-,edness, notes, goodwill, rights, assets- and prcit'er-

ty of any and every kind, or any part thersof, of ahr

other corporation or corporations, association or associ-

ations, firm or firms, or peraon or peisons, toter.

with shnres, rights, .units or interests in or in respuct

of any trust estate, now or hereafter existing, and

whether created by the laws of the State Of California

or of any other state, territory or country; and to

operate, manage and control such properties, or any of

them, either in the name of such 'Other corooration or

cr,rporations or In the riare of this corporation, and,

--al a the owner of any of said shqros of caDl.tal etcck,

to exercise all of the rihts, powers and nrivileges of

olq-nership of every kind and description, including the

right to vote thereon, witn power to doeighate some per-

.Lon or persons for that purpose froi . time co time, and to

the same extent sn natural persons miht or could do.

(11;

2) precte or to aid in any manner, fineni-

-illy or otherwise, any Person, firm, corporation or

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The fore-go1-12; statement of laurposes shall be construed

as a statement of both purposes and powers, and the purposes

and po,4ers stated in each clause sha11,1 except where otherwise

expressed, c2 in nowise limited or restricted by any reference

to or Inference from the terms or provisions of any other

clause, l'ut shall be regarded as independent purposes and

powers.

The county in the State of California where the

rihcir,al office for the transactton of the business of this

cornorat.L,--n is to he located la Los Angeles County .

IV.

No distinction shall exist tetwGen the shares of

this corporation or the rizhts of the respective holders

thereof with respect thereto.

V.

This cr,rT;ortion is authcr:i.zd to isr;u-f; only one

Class of aharos cf :stock. Ths total numb ,.sr of ahare3 of

stock which this corporation shall have authority to locus

1s 25,000; the acgregete par value of all shares will be

;!s25,000.00, and the par vales of each of such shares shall

be .t-1.00,

The number of directors of this corporation shall

be three and the names and address of the partons who are

appointed to act as the first directors of this corroration

are as follows:

Addreas

bil v;eSt Sixth Street Los Angeles, California 9-A17

611 ;;esc. Sixtn Street Los AnQeies, California

11 ;Jest Sixth Street :kngeles, California liv1 7

IN WITMSS VEE720,75!, for the puTposos of forming

thla corporation under tns laws of tho State of California,

wo, the unders47ned, constituting the Incorporator:a of this

corporation and the persons named herein as the first direc-

tore of hii corporation, have executed those Articles of

incorporation this 2.5tn clay of June 3 o 71

114 ,

STATE OF cALIFORN1A )

) as.

CO=.7 OF LOS ANGELES )

On this 25tn de.: of June , 1971 ,

before me, the-unders1c4ned, a Notary Public in and for said

County and State, p=rs,)n9,11y appeared V. GRAliAM

,;IL__,IAM J. FL:Ie and DAvio A.

known to me to be the persons whose names are cubscribtd to th,s

foreg.oing Articles of Incorporation and acknowledged to me thzt

t".r.ly executed the same.

(SEAL)

WITNESS my hand and official seal.

Notary Public in and for aId County and State

grnit124II::rnwilrt11171n13712,r-

SEVEFZiff FI-R L3S

My p-rt-as i 2. 1972.

f.

Exhibit E

CIRTIFICATE OF AMENDMr.NT 02

ARTICLE OF INCORPORATIUN or

sS2 PRODUCTS, ';NC.

ci

Arthur L. Moore and Charles F. Amrhein certify that:

i. They are the duly elected and actinu President

zncl Secretary, resT..ectively, of this corporation.

2. The Board of Directors of this corToration adopted

the following resolution by an action taken ii:;:out a meeting

dated January 2, 1981.

RESOLVED, that Article i of the Articles o' TncorDo,-ation of this co"-r.ortion be amendd to read as follows:

The name of this c=7,,oration is STAINLESS STEEL PRODUCTS, INC."'

3. The shareholders of this ,,-o_Tpol---ation have ratified

such ameadmer,L an action taken

witi-..out a meeting as of Januar 8I. the wcr3.ine of such

restion heiT;9- thc nane as tho eet fort 1:7_1- th* airectors:

resolution in para,.:41-aph 2 22oove.

The cf shares wh,ich vc,ted.affiltire31, for

ot s111-1 ree.:72271tion 6nd

duil:::,er of sk.laa.o,s ooiood to vote was 1,30G.

el

'

- - -7- - - - -

Each of the und-.7:rsigne:H eeclares uncler pnalty of

perjury that the matters set forth in the for;-qoin4 C

ertificate ae

true and correct.

cuted at Los Angeles, California on January

Arthur L. Moore

/2

"7

/

/ 1?

I"

//./

Charles F. Amrhe,n

1

Exhibit F

ARTICLES OF INCORPOPTION

STAINLESS STEEL PRODUCTS, INC.

I

LNDORSEn FILED In the office of the Secretary of State of the State of California

SEP 2 2 1980 MANN FONG EU, Secretary of State

J.uslie Glenn Deputy

The name of tnis corporation is STAINLESS STEEL PL3DUCTS; INC

II

The purpose of this corporation is to engage in ay lawful act or activity for which a corporation may be ora,anized

1003018

4 .Lnia , - under the Ceneral Corporation Law of California other than a banking,vbusineLs, the trust company bus-;ness e

of a profession oc rmitted to be incorporated by the Californi;...

Corporations Code. -

ITI

The name and address in the State of Clifor-riia of this

corporation's initial agent for service of process is

M. Glenn Gilbert, Esq., 611 West Sixth Street,

1600, Los Angeles, California 90C17.

IV

This corporation is authorized to issue only one class

of no par value shares of =MOP stock, and the total naz:ber

of shares whicb this corporation is authorized t.-; issue is one million (1,000,000).

Dated: Septembe-r 19, 1980.

- M. Glenn Gilbert

I heLe.::)y declare that I ani the person who executed the

foregoing Articles of Incorporation, which executiOn ff.y

, .

act and deed.

M. Glenn Gilbert

Exhibit G

Clif.;%, 1TO:

.4.2;.!8:310

riLED evasiori Saw .

al as *Wig Calm*:

.JAK .111M SoNsiits/

- -

_

CERTIFICATE-OF:AAENDMENT OF ./ ' -

'

' - ARTICLES .0F. .-INCO0PORATION,...-- -

.. ...___-. .

7 OF - - .-;. .. /7'

STAINLESS STEEL PRODUCTS, INC. -

William R. Zimmerman and James M. Galbraith

certify that:

1. They are the duly elected and

actin, resident and

Sec::etary, respectively,

of this coiporation.

2. The Board of Dir.'ctors1 of

corporation adopted

the following resolution by

an action taken withotlit a meeting .1 it

r'

it

dated January 8, 1981:

-

"RESOLVED that Artidle I ofi the Articles

of In: )ration of this corporati.on be

amended

to read as follows: i

..'The name of this co ration is

- SSP, INC.'"

3. The sole shareholder of this corporation

has ratified

such amendment by adopting a

resolu ión by an actici3 taken

E

without a meeting as of January

8, 1981, the -.fording of such

resolution being the same as that

set forth in the directors'

resolution in paragraph 2 above. i.

4. - The number of

shares which; voted affirmatively

for

the adoption of such resolution

was 50,000, and the total

I number of shares

entitled to vote was 50,000.

7s .,.....,-.,- ---"-4 ; -------

61%t----41Ze e--r:.."---- - - ' _ ._ _,Iie".Z.,,Vear:Z.e-e _

William R. Zimmerman, President

".

Each of the undersigned declares under penalty ot

ury that the matters set forth in the foregoing Certificate

are true and correct.

Executed at Los Angeles, California on Januar,/ 8, 1981.

-

74.7ZeS0-7:74

, -.:1

r cr , ,1:11114.-44,

Exhibit H

fKïFOWN HOLDINiOS, INC.

FILED CERTIFICATE OF AMENDMENT

OF ARTICLES OF INCORPOR,ATIOlv

OF SSP, _I.

A California Co ii

William R. Timmerman and Jarres M.

1. They are the President a of ;SSP, Inc., a Californ

. (a) Article I of- _ ther:Ar the Corporation is

h certify tats ̀

d-thelSecretary, respectively,

a`cororation ("thecorporation"

icles,of; Incorporation' _of:

mended-..to read.;as.:.followss-

"The :tatne of_ this corpora in is ZIMMER_MAN . HOLDINGS,. INC:" +

-

Article IV of the Article' ..'f Incorporation of the Corporation is' ame ded to read as follows:

"This corporation is aut Iized to issue two

classes of shares,: each- ith -no par value, designated, respectively, "Voting Common

Stock" and "Nonvoting Common Stock." The

authorized number of shares cf Voting Common_. Stock is one million (1,000,000). and the authorized number of shares of Nonvoting Comtaon Stock is one million (1,000,.000).

The rights, provisions, privileges and restric- tions of the Voting Common' Stock. and the Non -:

voting Common Stock sha11 be equal and; identi- cal in all respect except that unless otherwise provided by law, .t e holders of shares of the Voting Common Stoc - shall]. :have and pessess the exclusive voting rights. The holder of shares of Nonvoting Common Stock hall not be .entitled to vote. Upon the filing of - airen& at, each share

of outstan1ing Cccrtr:, Stock í.S ' lassified as one (1)

share of Voting ccitnon Jtock. I

3. The foregoing amendments of th Articles are - effective as cf'March.l,;; '82.

4. The foregoing amendments of t e Articles cf Incorporation and the effective date thereo', have been duly approved'

by. the Board of Directors.

of Ilcorporation

i

it:'sa +` ab` #:l

; ^ w ágt;n. - c. ..a aY

- .-.-. .. ...

5. The foregoing amendments of the Artïcles .of Incorporation,

bany

d t.'hthe

e effectiv`date- thereof,have been duly approved

required vote of theshareholders in accordance

with:Section;902: ::of theeCaliforni General. Corporation

-Lac .. The :tata1;.number of ̀ outstanding sharesOU.thei.

Corporation >is fifty thousand (50,000) ._ The. number of

shares voting in favor. of the foregoing -amendments, and

the effective date thereof was fifty thousand (50,000).

The 'undersigned declare ander..penaltÿ`iof.perjury that the

matters set forth.ìn_ the foregoing certif "eate are.true of their

own knowledge. ,Executed at Los: Angeles, taliforn..ia, on February.

18, 1982.

William R.. Zimmerman

_ i Y.'.._rt-:.: 1_-_ . .

... ..^-srv