exv10w42



 






Exhibit
10.42




LEASE AGREEMENT




By and Between




McCLELLAN BUSINESS PARK LLC,

a Delaware limited liability company




and




VIRTUAL ALERT, a California corporation




 









 








McCLELLAN PARK

STANDARD FORM

GROSS LEASE AGREEMENT

(OFFICE)



THIS STANDARD FORM GROSS LEASE AGREEMENT (OFFICE) (“Lease"), dated for reference purposes only as
October 14, 2004 (“Lease Date"), is made by and between MP HOLDINGS, LLC, a California limited
liability company (“Landlord"), and VIRTUAL ALERT, a California corporation (“Tenant").




Witnesseth





	1.	 	Premises





          1.1 Property. Landlord has the right to lease certain improved real property located
within McClellan Park (“McClellan” or “Property"), McClellan, California (“State"), which is more
particularly described in Exhibit A-1 attached hereto.




          1.2 Premises. Landlord, for and in consideration of the rents, covenants, agreements,
and stipulations contained herein, to be paid, kept and performed by Tenant, leases and rents to
Tenant, and Tenant hereby leases and takes from Landlord upon the terms and conditions contained
herein, approximately eight thousand nine hundred sixty-nine (8,969) rentable square feet of space
located within Building 21, 5112 Arnold Avenue, McClellan, California 95652 (the “Premises"), which
measurement is binding and conclusive upon the parties hereto. The Premises is described in
Exhibit A-2. and the building (“Building") in which the Premises is located is described
in Exhibit A-3 attached hereto.




          1.3 Common Areas. In addition to the Premises, subject to the Rules and Regulations
(as hereinafter defined), Tenant may use those certain common areas to be designated by the
Landlord from time to time on the Property; such areas shall include, but not be limited to,
Parking Areas (as hereinafter defined), access roads and facilities, interior corridors (if
applicable), sidewalks, driveways and landscaped and open areas (collectively, the “Common Areas").
The use of the Common Areas shall be for the non-exclusive use of Tenant and Tenant’s employees,
agents, suppliers, customers and patrons, in common with Landlord and all other tenants of the
Property and all such other persons to whom Landlord has previously granted, or may hereinafter
grant, rights of usage; provided that such nonexclusive use shall be expressly subject to such
Rules and Regulations (as hereinafter defined) which may be amended by the Landlord from time to
time. Tenant shall not be entitled to use the Common Areas for storage of goods, vehicles, refuse
or any other items. Landlord reserves the right to alter, modify, enlarge, diminish, reduce or
eliminate the Common Areas from time to time in its sole discretion.




          1.4 Parking Areas. In addition to the Premises, subject to the Rules and Regulations,
Tenant and Tenant’s employees, agents, suppliers, customers and patrons, in common with Landlord
and all other tenants of the Property/McClellan and all such other persons to whom Landlord has
previously granted, or may hereinafter grant, rights of usage, shall have the non-exclusive right
to use, for parking purposes, the parking area (“Parking Area") identified in Exhibit A-4
attached hereto, for up to a maximum of thirty-four (34) parking spaces, as such may be adjusted
from time to time by Landlord.




          1.5 Personal Property. In addition to the Premises, subject to the Rules and
Regulations, during the Term, Tenant shall be entitled to use that certain personal property
(“Personal Property"), more particularly described on Exhibit A-5 attached hereto, subject
to the terms and conditions set forth in this Lease. Unless otherwise specified, the Personal
Property shall be within the definition of “Premises” for the purpose of this Lease. Tenant shall
keep and maintain all permits required for use and operation of the Personal Property and shall
keep the Personal Property in a good state of repair, including the necessary calibration of
instruments, and assign such permits to Landlord and return such property to Landlord at the end of
or earlier termination of the Lease in as good condition as existed as of the Lease Date,
reasonable wear excepted. Title to the Personal Property shall remain in Landlord.




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     2. Term



          2.1 Term. The term of the Lease shall be for five (5) years and zero (0) months
beginning on the Commencement Date (the “Term"), unless extended or sooner terminated pursuant to
the terms of this Lease. The term “Lease Year” as used herein shall mean any three hundred
sixty-five (365) consecutive day period beginning on the Commencement Date or any anniversary
thereafter.




          2.2 Commencement Date. The term “Commencement Date” as used herein shall mean either:




          A. The term “Commencement Date” as used herein shall mean November 1, 2004 (“Anticipated
Commencement Date"). Landlord shall construct certain improvements (“Tenant Improvements") within
the Premises in accordance with the “Work Letter Agreement” attached hereto as Exhibit B,
which construction shall be completed prior to or after the Commencement Date, subject to delays
caused by Force Majeure Event.




          B. Within thirty (30) days after the Lease Commencement Date, Landlord and Tenant shall
execute a certification (“Declaration of Lease Commencement") setting forth the Lease Commencement
Date and the expiration date of the term of the Lease, which shall be in the form attached hereto
as Exhibit C. For the purpose of this Lease, “Force Majeure Event” shall mean any delays
beyond the reasonable control of Landlord, such as acts of God, fire, earthquake, acts of a public
enemy, riot, insurrection, unavailability of materials, governmental restrictions on the sale of
materials or supplies or on the transportation of such materials or supplies, strike directly
affecting construction or transportation of materials or supplies, shortages of materials or labor
resulting from government controls, weather conditions, unavailability of possession of the
Premises due to governmental action or inaction, or any other cause or events beyond the reasonable
control of Landlord. If Landlord is unable to deliver possession of the Premises by the
Anticipated Commencement Date, plus any extension due to a Force Majeure Event(s), this Lease shall
not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting
therefrom, and the expiration date of the term of this Lease shall be extended for such delay; but
in such event, Tenant shall not be liable for any rent until the Lease Commencement Date; provided,
however if such delays were caused or attributable to the Tenant, rent shall commence as of the
scheduled Lease Commencement Date.




          C. In the event that Landlord permits Tenant to occupy the Premises prior to the Commencement
Date, such occupancy shall be subject to all the provisions of this Lease, which includes, but is
not limited to, payment of Base Rent and Utilities/Services (as such terms are hereinafter
defined).




          D. Termination Right.




               (i) Notwithstanding any other provision of this Lease to the contrary, provided that Tenant is
not in default of its obligations under this Lease, at any time after the twelfth (12th) full
calendar month following the Commencement Date, Tenant shall have the right to terminate this Lease
upon ninety (90) days advance written notice delivered to Landlord (“Termination Notice"). As a
condition to the effectiveness of the Termination notice, Tenant, concurrent with the delivery of
the Termination Notice shall deliver to Landlord an amount equal to (A) two (2) months of Base Rent
(at the then existing rate), and (B) the unamortized amount of Tenant Improvement Cost (as defined
in the Work Letter Agreement), using the Term as an amortization period and a rate of ten percent
(10.00%) per annum.



               (ii) Notwithstanding any other provision of this Lease to the contrary, at any time after the
twelfth (12th) full calendar month following the Commencement Date, Landlord shall have the right
to terminate this Lease upon ninety (90) days advanced written notice to Tenant.



          E. Vacation of Building 1045. Within five (5) days following the Commencement Date,
Tenant shall vacate its existing premises within Building 1045 and the lease documentation (“1045
Lease") between Landlord and Tenant for such premises shall be deemed terminated. Tenant agrees to
execute any documentation reasonably requested by Landlord necessary to evidence such termination.




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     3. Base Rent



          3.1 Base Rent. Rent shall be due and payable in lawful money of the United States in
advance on the first day of each month after the Commencement Date. Rent for any period during the
term hereof which is for less than one (1) full calendar month shall be prorated based upon the
actual number of days of the calendar month involved. Tenant shall pay the first full month’s Base
Rent and any other charges upon execution of this Lease. Tenant shall pay to Landlord as base rent
(“Base Rent") for the Premises, without notice or demand and without abatement, deduction, offset
or set off, the following sums:




               A. $9,417.45 per month beginning on the Commencement Date and continuing for month 1 through
12 following the Commencement Date.



               B. $12,108.15 per month for months 13 through 24 following the Commencement Date.



               C. Commencing on the first day of the twenty-fifth (25th) month following the Commencement
Date, and on each annual anniversary thereafter, Base Rent shall be increased by the amount of
three percent (3.00%) of the Base Rent then in effect.



          3.2 Place of Payment. All payments under this Lease to be made by Tenant to Landlord
shall be made payable to, and mailed or personally delivered to Landlord at the following address
or such other address(es) which Landlord may notify Tenant from time to time: MP Holdings, LLC,
Post Office Box 1419, North Highlands, CA 95660-1419.




          3.3 Late Payment. Tenant hereby acknowledges that late payment by Tenant to Landlord
of Rent (as hereinafter defined) pursuant to this Lease will cause Landlord to incur costs not
contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain.
Accordingly, if any installment of Rent or other payment under this Lease is not received by
Landlord, on or before the fifth (5th) day of the month in which such Rent or other payment is due,
Tenant shall pay a late charge equal to five percent (5.00%) of such overdue amounts. Tenant shall
also be responsible for a service fee equal to Fifty and No/100ths Dollars ($50.00) for any check
returned for insufficient funds together with such other costs and expenses as may be imposed by
Landlord’s bank. Upon the assessment of a late charge, Landlord may require that all future
payments of Rent be made by cashier’s check. The payment to and acceptance by Landlord of such
late charge shall in no event constitute a waiver by Landlord of Tenant’s default with respect to
such overdue amounts, nor prevent Landlord from exercising any of the other rights and remedies
granted at law or equity or pursuant to this Lease.




          3.4 Interest. Notwithstanding any other provisions of this Lease, any installment of
Rent or other amounts due under this Lease not paid to Landlord when due shall bear interest from
the date due or from the date of expenditure by Landlord for the account of Tenant, until the same
have been fully paid, at a rate per annum which is equal to the Prime Rate, plus two (2) percentage
points, but not to exceed the highest rate permitted under applicable law. The payment of such
interest shall not constitute a waiver of any default by Tenant hereunder.




     4. Security Deposit. Upon execution of this Lease, Tenant shall pay to Landlord a
security deposit for the faithful performance of Tenant’s obligations under this Lease in the
amount of Eight Thousand Nine Hundred Twenty-Five and No/100ths Dollars ($8,925.00) (the “Security
Deposit"). If Tenant fails to pay Rent or other charges due hereunder, or otherwise defaults under
this Lease, Landlord may use, apply or retain all or a portion of the Security Deposit to
compensate Landlord for the amount due by Tenant (including reasonable attorneys fees) under this
Lease. If Landlord uses or otherwise applies all or any portion of the Security Deposit, Tenant
shall restore such Security Deposit within ten (10) days of notice from Landlord. The Security
Deposit shall be non-interest bearing and Landlord shall be entitled to retain such funds in its
general accounts. The balance of the Security Deposit not applied or used by Landlord as permitted
in this Section shall be refunded to Tenant.



     5. [Intentionally Deleted]



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     6. Parking. So long as Tenant complies with the terms, provisions and conditions of
this Lease and the Rules and Regulations, Landlord shall maintain and operate, or cause to be
maintained and operated automobile parking facilities within the Parking Area. Landlord shall have
the right to reasonably relocate such Parking Area to a substitute location within McClellan to
facilitate development within McClellan.



     7. Permitted Uses. Tenant shall use and occupy the Premises throughout the Term of
the Lease for office and related uses (“Permitted Use"), consistent with and in compliance with
McClellan Use Documentation (as hereinafter defined), and for no other purpose. No use shall be
made or permitted to be made of the Premises, nor acts done which will increase the existing rate
of insurance upon the Buildings, or cause a cancellation of any insurance policy covering the
Buildings, or any part thereof, nor shall Tenant sell, or permit to be kept, used, or sold, in or
about the Premises, any article which may be prohibited by insurance policies maintained by
Landlord. Tenant shall comply with all laws, ordinances, rules, regulations and codes, which
includes, but is not limited to, the Americans With Disabilities Act, of all municipal, county,
state and federal authorities (collectively, “Law") pertaining to Tenant’s use and occupation of
the Premises. Tenant shall not commit, or suffer to be committed, any waste upon the Premises or
any public or private nuisance, or other act or thing which disturbs the quiet enjoyment of any
other tenant in the Buildings, nor shall Tenant store any materials on the Premises which are
visible from areas adjacent to the Premises, unless otherwise specifically set forth in Exhibit
A-2 or expressly provided in this Lease. Tenant shall also specifically not permit any
objectionable odor to escape or be emitted from the Premises and shall insure sanitation and
freedom from odor, smell and infestation from rodents or insects. Tenant, at its expense, shall
provide (and enclose if required by codes or Landlord) a dumpster or dumpsters for Tenant’s trash
in a location and manner approved by Landlord, and shall cause its trash to be removed at intervals
reasonably satisfactory to Landlord. In connection therewith, Tenant shall keep the dumpster(s)
clean and insect, rodent and odor free.



     8. Environmental Compliance\Hazardous Materials



          8.1 Definitions. “Hazardous Materials” shall mean any material, substance or waste
that is or has the characteristic of being hazardous, toxic, ignitable, reactive, flammable,
explosive, radioactive or corrosive, including, without limitation, petroleum, solvents, lead,
acids, pesticides, paints, printing ink. PCBs, asbestos, materials commonly known to cause cancer
or reproductive problems and those materials, substances and/or wastes, including wastes which are
or later become regulated by any local governmental authority, the state in which the Premises are
located or the United States Government, including, but not limited to, substances defined as
“hazardous substances,” “hazardous materials,” “toxic substances” or “hazardous wastes” in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C.
§9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq.; the
Resource Conservation and Recovery Act; all environmental laws of the state where the Property is
located, and any other environmental law, regulation or ordinance now existing or hereinafter
enacted. “Hazardous Materials Laws” shall mean all present and future federal, state and local
laws, ordinances and regulations, prudent industry practices, requirements of governmental entities
(including without limitation the U.S. Air Force) and manufacturer’s instructions relating to
industrial hygiene, environmental protection or the use, analysis, generation, manufacture,
storage, presence, disposal or transportation of any Hazardous Materials, including without
limitation the laws, regulations and ordinances referred to in the preceding sentence.




          8.2 Use of Premises by Tenant. Subject to the provisions of this Section 8, Tenant
hereby agrees that Tenant and Tenant’s officers, employees, representatives, agents, contractors,
subcontractors, successors, assigns, subtenants, concessionaires, invitees and any other occupants
of the Premises (for purposes of this Section 8, referred to collectively herein as “Tenant
Representatives") shall not cause or permit any Hazardous Materials to be used, generated,
manufactured, refined, produced, processed, stored or disposed of, on, under or about the Premises
or Property or transport to or from the Premises or Property without the express prior written
consent of Landlord, which consent may be limited in scope and predicated on strict compliance by
Tenant of all applicable Hazardous Materials Laws and such other reasonable rules, regulations and
safeguards as may be required by Landlord (or any insurance carrier, environmental consultant or
lender of Landlord. or environmental consultant retained by any lender of Landlord) in connection
with using, generating, manufacturing, refining, producing, processing, storing or disposing of
Hazardous Materials on, under or about the Premises or the Property. In connection therewith,
Tenant shall at its own expense procure, maintain in effect and comply with all conditions of any
and all permits, licenses and other governmental and regulatory approvals required for the storage
or use by




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Tenant or any of Tenant’s Representatives of Hazardous Materials on the Premises or the
Property, including without limitation, discharge of (appropriately treated) materials or wastes
into or through any sanitary sewer serving the Premises or the Property.




          8.3 Remediation. If at any time during the Lease Term any contamination of the
Premises by Hazardous Materials shall occur where such contamination is caused by the act or
omission of Tenant or Tenant’s Representatives (“Tenant’s Contamination"), then Tenant, at Tenant’s
sole cost and expense, shall promptly and diligently remove such Hazardous Materials from the
Premises or the groundwater underlying the Premises to the extent required to comply with
applicable Hazardous Materials Laws. Tenant shall not take any required remedial action in
response to any Tenant’s Contamination in or about the Premises or enter into any settlement
agreement, consent, decree or other compromise in respect to any claims relating to any Tenant’s
Contamination without first obtaining the prior written consent of Landlord, which may be subject
to conditions imposed by Landlord as determined in Landlord’s sole discretion. Landlord and Tenant
shall jointly prepare a remediation plan in compliance with all Hazardous Materials Laws and the
provisions of this Lease. In addition to all other rights and remedies of the Landlord hereunder,
if Tenant does not promptly and diligently take all steps to prepare and obtain all necessary
approvals of a remediation plan for any Tenant’s Contamination, and thereafter commence the
required remediation of any Hazardous Materials released or discharged in connection with Tenant’s
Contamination within thirty (30) days after all necessary approvals and consents have been obtained
and thereafter continue to prosecute such remediation to completion in accordance with the approved
remediation plan, then Landlord, at its sole discretion, shall have the right, but not the
obligation, to cause such remediation to be accomplished, and Tenant shall reimburse Landlord
within fifteen (15) business days of Landlord’s demand for reimbursement of all amounts reasonably
paid by Landlord (together with interest on such amounts at the highest lawful rate until paid),
when such demand is accompanied by proof of payment by Landlord of the amounts demanded. Tenant
shall promptly deliver to Landlord, copies of hazardous waste manifests reflecting the legal and
proper disposal of all Hazardous Materials removed from the Premises as part of Tenant’s
remediation of any Tenant’s Contamination.




          8.4 Disposition of Hazardous Materials. Except as discharged into the sanitary sewer
in strict accordance and conformity with Section 8.2 herein and all applicable Hazardous Materials
Laws, Tenant shall cause any and all Hazardous Materials used, generated, manufactured, refined,
produced, processed, stored or disposed of by Tenant and/or Tenant Representatives to be removed
from the Premises and the Property by duly licensed haulers to duly licensed facilities for
recycling or final disposal of such materials and wastes. Tenant is and shall be deemed to be the
“operator” “in charge” of Tenant’s “facility” and the “owner,” as such terms are used in the
Hazardous Materials Laws, of all Hazardous Materials and any wastes generated or resulting
therefrom. Tenant shall be designated as the “generator,” as such terms are used in the Hazardous
Materials Laws, on all manifests relating to such Hazardous Materials or wastes.




          8.5 Notice of Hazardous Materials Matters. Each party hereto (for purposes of this
Section, “Notifying Party") shall immediately notify the other party (for purposes of this Section,
“Notice Recipient") in writing of: (i) any enforcement, clean up, removal or other governmental or
regulatory action instituted, contemplated or threatened concerning the Premises pursuant to any
Hazardous Materials Laws; (ii) any claim made or threatened by any person against the Notifying
Party or the Premises relating to damage contribution, cost recovery, compensation, loss or injury
resulting from or claimed to result from any Hazardous Materials on or about the Premises; (iii)
any reports made to any environmental agency arising out of or in connection with any Hazardous
Materials in or removed from the Premises including any complaints, notices, warnings or asserted
violations in connection therewith, all upon receipt by the Notifying Party of actual knowledge of
any of the foregoing matters; and (iv) any spill, release, discharge or disposal of any Hazardous
Materials in, on or under the Premises, the Property, or any portion thereof . Notifying Party
shall also supply to Notice Recipient as promptly as possible, and in any event within five (5)
business days after Notifying Party first receives or sends the same, with copies of all claims,
reports, complaints, notices, warnings or asserted violations relating in any way to the Premises
or Tenant’s use thereof.




          8.6 Indemnification by Tenant. Tenant shall indemnify, defend (by counsel reasonably
acceptable to Landlord), protect, and hold Landlord, and each of Landlord’s employees,
representatives, agents, attorneys, successors and assigns, free and harmless from and against any
and all claims, actions (including, without limitation, remedial and enforcement actions of any
kind, administrative or judicial proceedings and orders or judgments arising therefrom), causes of
action, liabilities, penalties, forfeitures, damages, fines, injunctive relief,




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losses or expenses (including, without limitation, reasonable attorneys’ fees and costs) or
death of or injury to any person or damage to any property whatsoever, arising from or caused in
whole or in part, directly or indirectly by (i) any Tenant’s Contamination, or (ii) Tenant’s
failure to comply with any Hazardous Materials Laws with respect to the Premises. Tenant’s
obligations hereunder shall include without limitation, and whether foreseeable or unforeseeable,
all costs of any required or necessary repair, clean up or detoxification or decontamination of the
Premises, and the preparation and implementation of any closure, remedial action or other required
plans in connection therewith. For purposes of the indemnity provisions hereof, any acts or
omissions of Tenant, or by employees, agents, assignees, contractors or subcontractors of Tenant or
others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful
or unlawful), shall be strictly attributable to Tenant.




          8.7 Indemnification by Landlord. Landlord shall indemnify, defend (by counsel
reasonably acceptable to Tenant), protect, and hold Tenant, and each of Tenant’s employees,
representatives, agents, attorneys, successors and assigns, free and harmless from and against any
and all claims, actions, causes of action, (including, without limitation, remedial and enforcement
actions of any kind, administrative or judicial proceedings, and orders or judgments arising
therefrom), liabilities, penalties, forfeitures, losses or expenses (including, without limitation,
reasonable attorneys’ fees and costs) or death of or injury to any person or damage to any property
whatsoever, arising from or caused in whole or in part, directly or indirectly by any contamination
caused by Landlord. Landlord’s obligations hereunder shall include without limitation, and whether
foreseeable or unforeseeable, all costs of any required or necessary repair, clean up or
detoxification or decontamination of the Premises, and the preparation and implementation of any
closure, remedial action or other required plans in connection therewith. This indemnity shall be
specifically limited to affirmative acts of Landlord, and shall not include the acts or omissions
of any other tenants of the Property or other persons.




          8.8 Environmental Questionnaire; Reports. Prior to execution of this Lease and
thereafter on each anniversary of the Commencement Date, Tenant shall complete, execute, and
deliver to Landlord the (i) Environmental Questionnaire Disclosure Statement (the “Environmental
Questionnaire"), and (ii) Sewer Use Questionnaire (“Sewer Use Questionnaire") in a form of
Exhibit D attached hereto. For a period of fifteen (15) days following Landlord’s receipt
of the Environmental Questionnaire, Landlord shall have the right to approve or disapprove such
document. The failure of Landlord to respond to such document within such time period shall be
deemed Landlord’s disapproval thereof. Landlord’s approval of the Environmental Questionnaire
shall constitute approval for Tenant’s use of the Hazardous Materials set forth therein in
compliance with Hazardous Materials Laws and the Hazardous Materials Handling Plan. Tenant
acknowledges that, in conjunction with Landlord’s review of the Environmental Questionnaire,
Landlord may require Tenant to comply with a “Hazardous Materials Handling Plan.” Tenant’s use of
Hazardous Materials shall comply with Hazardous Materials Laws and be limited to uses consistent
with the Hazardous Materials Handling Plan required by Landlord. Unless approved in writing by
Landlord, Tenant shall not be entitled to utilize any Hazardous Materials within the Premises,
excepting deminimus office use products used for Tenant’s office use (if applicable). Tenant shall
promptly provide Landlord with complete and legible copies of all information/notices relating to
its use of Hazardous Materials, which include, but are not limited to, reports filed pursuant to
any self-reporting requirements; permit applications, permits, monitoring reports, workplace
exposure and community exposure warnings or notices and all other reports, disclosures, plans or
documents relating to water discharges, air pollution, waste generation or disposal, and
underground storage tanks for Hazardous Materials; orders, reports, notices, listings and
correspondence of or concerning the release, investigation of, compliance, cleanup, remedial and
corrective actions, and abatement of Hazardous Materials; and all complaints, pleadings and other
legal documents filed by or against Tenant related to Tenant’s use, handling, storage or disposal
of Hazardous Materials.




          8.9 Tenant Certifications. Within ninety (90) days prior to the expiration of the
Lease Term, Tenant shall certify to Landlord in writing that, to the best of its knowledge, no
Tenant Contamination has occurred. If Landlord reasonably believes that such certification is
inaccurate, or if an environmental report is required by law, Landlord shall give notice to Tenant
within thirty (30) days after receipt of Tenant’s certification that Tenant shall have the Premises
thoroughly inspected by an environmental consultant acceptable to Landlord for purposes of
determining whether the Premises is free from all Hazardous Materials. Landlord’s failure to
request an environmental inspection report shall in no way alter, abridge or limit Tenant’s
indemnity obligation hereunder. Tenant shall deliver to Landlord a copy of the environmental
consultant’s report forty-five (45) days prior to the expiration of the Lease. In the event the
report discloses the existence of any Hazardous Materials, requires any clean up or any other form
of response (collectively “Clean up"), Tenant shall perform such immediately and




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deliver the Premises with the conditions specified in the report “cleaned up”, to the full
satisfaction of Landlord. In the event the conditions specified in the report require Clean up
which cannot be completed prior to the expiration of the Lease Term, Tenant shall be obligated to
pay Landlord the greater of (i) the fair market rental value of the Premises, or (ii) the rent
hereunder, as adjusted, for each day delivery of the Premises in the required condition to Landlord
is delayed beyond the expiration of the Lease Term in addition to the Clean up costs.




          8.10 Exclusivity. The allocations of responsibility between, obligations and
liabilities undertaken by, and indemnifications given by Landlord and Tenant under this Section 8,
shall be the exclusive provisions under this Lease, applicable to the subject matter treated in
this Section 8, and any other conflicting or inconsistent provisions contained in this Lease shall
not apply with respect to the subject matter.




          8.11 Environmental Certificate. Attached hereto as Exhibit E is the
Supplemental Finding of Suitability to Lease for the Building (SFOSL) (“Environmental Certificate")
issued by the United States Air Force concerning the status of Hazardous Materials set forth in the
Site Specific Supplemental Environmental Baseline Survey (“SSEBS”) for the Premises by the United
States Air Force (collectively, “Remediated Environmental Condition") in accordance with the terms,
conditions and provisions set forth therein. Landlord makes no representation or warranty
regarding any matters set forth in the Environmental Certificate. Tenant, for itself and Tenant
representatives, hereby waives, releases and forever discharges Landlord, its agents, affiliates,
successors and assigns from any and all rights, claims and demands at law or in equity, whether
known or unknown at the Lease Date or thereafter, which Tenant has or may have in the future,
arising out of or relating directly or indirectly out of the Remediated Environmental Condition,
the Hazardous Materials previously located at the Property, Environmental Certificate, the SSEBS,
the physical, environmental or economic condition or suitability of the Premises and/or Property.
Concerning the matters set forth in Section 8.11 and Section 8.12, Tenant hereby specifically
waives the provisions of Section 1542 of the California Civil Code, which provides: “A general
release does not extend to claims which the creditor does not know or suspect to exist in his favor
at the time of executing the release, which if known by him must have materially affected his
settlement with the debtor.”




	 	 	 	 	 
	 

	 	                    
	 	                    
	 

	 	Landlord
	 	Tenant






          8.12 Environmental Disclosure. As described in the McClellan Use Documentation,
Hazardous Materials, in violation of Hazardous Materials Laws, have been used at McClellan, which
materials are in various states of remediation by the United States of America. Additional
disclosures regarding the presence of Hazardous Materials at McClellan are set forth on Exhibit
F attached hereto. Such disclosures are not intended to be inclusive of all Hazardous
Materials which were present at McClellan and each party hereto acknowledges that additional
Hazardous Materials not set forth in such exhibit may have been or remain present at McClellan;
provided, however, such disclosure shall not affect, in any manner, the obligation of the Air Force
under the McClellan Use Documents or in accordance with applicable law. Tenant’s execution of this
Lease is deemed Tenant’s acknowledgment to such disclosures as required by Hazardous Materials
Laws.




          8.13 Compliance with Environmental Laws. Tenant shall at all times and in all
respects comply with all Hazardous Materials Laws. All reporting obligations imposed by Hazardous
Materials Laws are strictly the responsibility of Tenant. Tenant and Landlord have been informed
that certain California judicial decisions have held that, notwithstanding the specific language of
a lease, courts may impose the responsibility for complying with legal requirements and for
performing improvements, maintenance and repairs on a landlord or tenant based on the court’s
assessment of the parties’ intent in light of certain equitable factors. Tenant and Landlord have
each been advised by their respective legal counsel about the provisions of this Lease allocating
responsibility for compliance with laws and for performing improvements, maintenance and repairs
between Tenant and Landlord. Tenant and Landlord expressly agree that the allocation of
responsibility for compliance with laws and for performing improvements, maintenance and repairs
set forth in this Lease represents Tenant’s and Landlord’s intent with respect to this issue.




          8.14 Environmental Audit; Right of Entry. Upon Landlord’s reasonable request, and in
any event, on or before each anniversary of the Commencement Date, Tenant shall provide Landlord
with a Compliance Audit. A “Compliance Audit” means a written report of a site assessment and
environmental audit, in scope, form and substance satisfactory to Landlord, prepared by a qualified
environmental consultant approved in advance by




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Landlord, which shall assess, in detail: (a) whether the Tenant’s operations comply with all
applicable Hazardous Materials Laws and generally accepted good environmental management practices;
(b) whether there is any evidence or indication that there has been or is reasonably likely to be,
a release of Hazardous Materials attributable to the Tenant’s operations; and, (c) Tenant’s
compliance with this Section 8. which includes, but is not limited to, compliance with the
Hazardous Materials Handling Plan. Landlord shall have the right to inspect the Premises for
Hazardous Materials and compliance with the provisions of this Section 8, at all reasonable
times upon reasonable advance oral or written notice to Tenant (except in the event of an
emergency).




          8.15 Air Force Entry. Tenant acknowledges that, pursuant to the provisions of and in
accordance with the McClellan Use Documentation, the Secretary of the Air Force, acting on behalf
of the United States of America (“Air Force"), its agents, employees, contractors and
subcontractors, may require ingress, egress and access to the Premises, or portion thereof, to
implement the Federal Facilities Agreement, entered into by U.S. EPA, Region IX, the State of
California, and the Air Force, effective July 1989 (“FFA”), the McClellan Air Force Base
Installation Restoration Program (“IRP”) or other hazardous waste remediation activities, whether
imposed by law or regulatory agencies, and to perform various tasks, repairs, maintenance and
obligations required by the McClellan Use Documentation during the Term. Tenant acknowledges that
some or all of these actions may interfere with Tenant’s quiet use and enjoyment of the Premises,
and that such entrance may disrupt, interfere, and/or adversely effect Tenant’s Building
operations, including the Permitted Use, for the duration of such entrance. Such entrance shall
not constitute an actual or construction eviction and will not cause any form of liability, offset,
abatement and/or claim against Landlord and/or the Air Force. To provide prior notice to Tenant
for the required entrance by the Air Force, prior to the Commencement Date, Tenant shall complete
the information set forth in Exhibit D-1, which information the Air Force may rely upon in
providing such notice. If such information requires revision during the Term, Tenant shall notify,
in writing, Landlord in accordance with Section 27 of this Lease.




          8.16 Preexisting Hazardous Materials Baseline. The parties acknowledge that the
Environmental Certificate, the SSEBS and certain documents within the McClellan Use Documentation
establish the presence (which may be subject to various levels of remediation by the United States
Air Force) of various Hazardous Materials which have been and/or are currently located at
McClellan, which information is hereinafter referred to as the “Environmental Baseline.” IN NO
EVENT SHALL TENANT BE RESPONSIBLE, IN ANY MANNER, FOR THE CLEANUP OF ANY HAZARDOUS MATERIALS
DESCRIBED IN THE ENVIRONMENTAL BASELINE, EXCEPT TO THE EXTENT TENANT HAS CAUSED A TENANT’S
CONTAMINATION AND/OR ALTERATIONS OF THE PREMISES.




          8.17 Sewer Compliance Certificate. On or before December 31 of each calendar year,
Tenant shall deliver to Landlord a written certification that it has placed only “sewageable water”
in the industrial waste water drain lines that service the Premises. For the purpose of this
Section, “sewageable water” is defined as waste water in compliance with all applicable waste water
pretreatment and discharge permit standards and requirements imposed by applicable federal, state
and county laws, statutes, ordinances and regulations.




          8.18 Asbestos Notification. Attached to this Lease as Exhibit G is a
disclosure concerning the possible presence of asbestos containing materials within the Premises
applicable to all buildings within McClellan constructed prior to 1980. Landlord and Tenant shall
sign such exhibit concurrent with the execution of this Lease.




          8.19 Survival and Duration of Obligations. All representations, warranties,
obligations and indemnities made or given under this Section 8 shall survive the expiration or
earlier termination of this Lease.




     9. Utilities.



          A. Provided that Tenant is not in default hereunder, Landlord agrees to furnish to the
Premises between the hours of 7:00 a.m. to 7:00 p.m. Monday through Friday, and 8:00 a.m. to 12:00
p.m. on Saturdays, State and Federal holidays exempted (“Business Hours"), subject to the
conditions and in accordance with the standards set forth in writing by Landlord from time to time
during the term of this Lease and delivered to Tenant, reasonable quantities of electric current
for normal lighting and fractional horsepower office machines, water for lavatory and drinking
purposes, heat and air conditioning required in Landlord’s judgment for the comfortable use and
occupation of the Premises (“Utilities"). Notwithstanding the above, provided that Tenant is not
in default hereunder, Landlord agrees to furnish a portion of the Premises commonly known as the
Computer Control Room




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and north office adjoining the Computer Control Room (set forth in Exhibit I attached
hereto), twenty-four (24) hours a day, seven (7) days a week, reasonable quantities of electricity
and HVAC (“Computer Control Room Utilities"). Landlord shall provide use of the emergency backup
generator and automatic transfer switch located at the north end of the Building for use in the
Premises. In addition, provided that Tenant is not in default hereunder, Landlord agrees to
provide janitorial service to the Premises five (5) days a week, during such hours and days as
Landlord may schedule, in its discretion, outside the hours for the Building set forth in the
preceding sentence, in accordance with customary specifications (“Janitorial Specifications")
adopted by Landlord from time to time. Tenant acknowledges and agrees that Landlord may impose a
reasonable charge for the use of any additional or unusual janitorial services required by Tenant’s
carelessness or the nature of Tenant’s business. Landlord’s obligation regarding any heating,
ventilation and air conditioning (“HVAC”) and electrical systems shall be limited to the Building’s
standard central HVAC and electrical systems, including but not limited to the Computer Control
Room Utilities, and Landlord shall have no obligation to maintain or repair any HVAC or electrical
system that has been installed to accommodate Tenant’s specific use of the Premises (provided,
however, that any contractor retained by Tenant to maintain or repair any such HVAC or electrical
system shall be subject to Landlord’s reasonable approval). Landlord shall not be obligated to
service, maintain, repair or replace any system or improvement in the Premises that has not been
installed by Landlord at Landlord’s expense, or which is a specialized improvement requiring
additional or extraordinary maintenance or repair (by way of example only, if the standard premises
in the Building contain fluorescent light fixtures, Landlord’s obligation shall be limited to the
replacement of fluorescent light tubes, irrespective of any incandescent fixtures that may have
been installed in the Premises at Tenant’s expense). Landlord shall not be liable for, and Tenant
shall not be entitled to any abatement or reduction of rent by reason of Landlord’s failure to
furnish any of the foregoing when such failure is caused by accident, breakage, repairs, strikes,
lockouts or other labor disturbances or labor disputes of any character or for any other causes.
Tenant hereby waives the provisions of California Civil Code Section 1932(1) or any other
applicable existing or future law, ordinance or governmental regulation permitting the termination
of this Lease due to the interruption or failure of any services to be provided under this Lease.




          B. If the temperature otherwise maintained in any portion of the Premises by the HVAC systems
of the Building is affected by reason of any lights, machines or equipment used by Tenant in the
Premises, or by the occupancy of the Premises by more persons than are contemplated by the design
criteria of the HVAC systems, then Landlord shall have the right to install machines or equipment
that Landlord reasonably deems necessary to restore temperature balance, including modifications to
the standard air-conditioning equipment and electrical systems serving the Premises. The cost of
any such equipment and modifications, including the cost of installation and any additional cost of
operation and maintenance of the same, shall be paid by Tenant to Landlord upon demand.




          C. Tenant acknowledges and agrees that Tenant’s use of the Premises during Non-Business Hours
imposes additional burden on the Project’s janitorial services, fluorescent light tubes, HVAC and
electrical services, and the Common Areas. Accordingly, Non-Business Hours use of services will be
made available to Tenant through an access or override switch accessible to Tenant and will be
billed as an after hours rent assessment. After hours use will be metered and such costs will be
payable by Tenant to Landlord upon demand. Such costs shall not exceed Thirty-Five and No/100ths
Dollars ($35.00) per hour for the initial year of the Term.




          D. Tenant shall not, without the prior consent of Landlord, connect to the utility systems of
the Building any apparatus, machinery or other equipment except typical office machines and devices
such as electric typewriters, word processors, mini and micro-computers and office-size
photocopiers. Nor shall Tenant, without the prior written consent of Landlord, connect to any
electrical circuit in the Premises any apparatus or equipment with power requirements that exceed
the designed electrical capacity of the Premises. Tenant shall pay the cost of all utilities and
services supplied to Tenant in connection with Tenant’s use of additional office equipment approved
by Landlord hereunder. Tenant shall not, without the prior consent of Landlord, connect to any
dedicated electrical circuit in the Premises electrical apparatus or equipment of any type having
in the aggregate electrical power requirements in excess of two (2) amps per outlet.
Notwithstanding Landlord’s consent to such excess loading of circuits, Tenant shall pay the cost of
any additional or above-standard capacity electrical circuits necessitated by such excess loading
circuits and the installation thereof.




          E. All sums payable hereunder by Tenant for additional services or for excess utility usage
shall be payable within thirty (30) days after written request from Landlord, including reasonable
supporting documentation; except that Landlord may require Tenant to pay monthly for the estimated
cost of Tenant’s excess




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utility usage if such usage occurs on a regular basis, and such estimated amounts shall be
payable in advance on the first day of each month.




          F. If Landlord’s cost of maintaining, operating and repairing the existing backup generator
and automatic transfer switch servicing the Premises exceeds Fifteen Thousand and No/100ths Dollars
($15,000.00) in any given calendar year. Landlord may thereafter elect to cause Tenant to assume
such obligation, as Tenant’s cost, under Section 11 of this Lease, provided that, in such event,
Tenant’s cost for such obligation shall not exceed Ten Thousand and No/100ths Dollars ($10,000.00)
per calendar year.




     10. Repairs By Landlord. Landlord shall maintain, repair and keep all exterior and
demising walls, load bearing elements, foundations, roof, and Common Areas that form a part of the
Building and Building standard mechanical, electrical, HVAC and plumbing systems (except the HVAC
in the Computer Control Room), core restrooms, stairwells, mechanical and janitorial closets, and
pipes and conduits that are provided by Landlord in the operation of the Building in a good
operation condition, excepting repairs required due to the negligence or intentional acts of
Tenant, its employees, invitees or representatives which shall be repaired by Tenant. Landlord
shall provide pest control and trash removal services and shall maintain the grounds surrounding
the Building, including paving, the mowing of grass, care of shrubs and general landscaping as part
of the Common Expenses set forth herein. Tenant shall promptly report in writing to Landlord any
defective condition known to Tenant to be defective which Landlord is required to repair and
failure to so report such conditions shall make Tenant responsible to Landlord for any liability
incurred by Landlord by reason of such conditions. Landlord shall be required to commence such
repairs within a reasonable period of time from receipt of Tenant’s notice.



     11. Repairs By Tenant. Tenant accepts the Premises in its present “As-Is,” “Where Is”
condition (except for the Tenant Improvements which are the responsibility of Landlord, if any),
and specifically acknowledges that the Premises is suited for the uses intended by Tenant.
Landlord shall not be liable for any latent or patent defects in the Premises, excepting Tenant
Improvements constructed by Landlord, if any, pursuant to the Work Letter Agreement. Tenant
acknowledges that Landlord has made no representation or warranty concerning the condition and
state of repair of the Premises to the extent not constructed by Landlord. Tenant shall at its own
cost and expense keep and maintain the Premises in good order and repair, promptly making all
necessary repairs and replacements, including, but not limited to, all equipment and facilities and
components thereof within the Premises, fixtures, walls (interior), finish work, ceilings, floors,
within or exclusively servicing the Premises, termite and pest extermination, and damage to common
areas caused by Tenant, excluding only those repairs expressly required to be made by Landlord
hereunder. Tenant shall, subject to the provisions of this Lease, be responsible for all cost to
retrofit, operate and maintain the Computer Control Room (including but not limited to the
maintenance and repair of the HVAC). Any and all construction, maintenance and/or repairs to be
done by Tenant, its agents, employees, contractors and/or subcontractors pursuant to this Section
which would be deemed an Alteration (as hereinafter defined), as reasonably determined by Landlord,
shall comply with the requirements of Section 13 of this Lease. Tenant, in keeping the Premises in
good order, condition and repair, shall exercise and perform commercially reasonable maintenance
practices. Tenant’s obligations shall include restorations, replacements or renewals when
necessary to keep the Premises and all improvements thereon or a part thereof in good order,
condition and state of repair. Tenant agrees to return the Premises to Landlord at the expiration,
or prior to termination of this Lease, in as good condition and repair as when first received,
normal wear and tear and fire and other casualty excepted.



     12. Ad Valorem Taxes. Tenant shall pay, or cause to be paid, before delinquency, any
and all taxes levied or assessed and which become payable during the term hereof upon all Tenant’s
leasehold improvements, equipment, furniture, fixtures, and personal property located in the
Premises. In the event any or all of the Tenant’s leasehold improvements, equipment, furniture,
fixtures, and personal property shall be assessed and taxed with the Building, Tenant shall pay to
Landlord its share of such taxes within ten (10) days after delivery to Tenant by Landlord of a
statement in writing setting forth the amount of such taxes applicable to Tenant’s property with
supporting documentation.



     13. Alteration Of Premises. Tenant shall not make or suffer to be made any
alterations, additions, or improvements (collectively, “Alterations") to or of the Premises, or any
part thereof, without first obtaining the written consent of Landlord, which Landlord may withhold
in its sole and absolute discretion. All Alterations shall comply with Law, the McClellan Use
Documents, the requirements of Landlord and not result in any cost to Landlord. Any Alterations
requiring roof penetration shall be constructed by or supervised by Landlord’s roofer.



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Any Alterations to or of said Premises, excepting movable furniture and trade fixtures, shall
on the expiration of the Term become a part of the realty and belong to Landlord, and shall be
surrendered with the Premises. However, Landlord may provide written notice to Tenant prior to the
construction of such Alteration whether Tenant will be required to remove such Alteration and
restore the Premises to a specified condition upon the expiration of the Term. Upon Landlord’s
written approval of the requested Alterations, Tenant shall secure all necessary permits, if
applicable. Before commencement of any such Alterations, Tenant shall submit detailed
specifications, floor plans and necessary permits (if applicable) to Landlord for review. In no
event shall any Alterations affect the structure of the Building or its facade. As a condition to
its written consent, Landlord may request adequate assurance that all contractors who will perform
such work have in force workman’s compensation and such other employee and public liability
insurance as Landlord deems necessary, and where the Alterations are material, Landlord may require
Tenant or its contractors to post adequate completion and performance bonds. In the event Landlord
consents, in writing, to the making of any Alterations to the Premises by Tenant, the same shall be
made by Tenant at Tenant’s sole cost and expense, completed to the satisfaction of Landlord, and
the contractor or person selected by Tenant to make the same must first be approved in writing by
Landlord. If Tenant makes any Alterations to the Premises as provided in this Section, the
Alterations shall not be commenced until ten (10) business days after Landlord has received written
notice from Tenant stating the date the installation of the Alterations is to commence so that
Landlord can post and record an appropriate notice of nonresponsibility. Tenant shall reimburse
Landlord for any expenses incurred by Landlord in connection with the Alterations made by Tenant,
including any reasonable fees charged by Landlord’s contractors or consultants to review plans and
specifications prepared by Tenant, and the cost of updating the existing as-built plans of the
Building to reflect the Alterations. Tenant shall indemnify, defend and hold the Landlord, the
Building and the Premises free and harmless from any liability, loss, damage, cost, attorneys’ fees
and other expenses incurred on account of such construction, or claims by any person performing
work or furnishing materials or supplies for Tenant or any persons claiming under Tenant.




     14. Insurance



          14.1 Landlord’s Insurance. Landlord shall maintain in full force and effect
throughout the Term of this Lease general comprehensive liability insurance for the Buildings and
common areas and general fire and extended coverage insurance on special form or such other broader
coverage as may from time to time be customary on the Buildings and the common areas and other
areas of land within which the Buildings are located in such amounts determined by Landlord.
Copies of all such certificates thereof are available for inspection by Tenant. Such insurance may
be provided by a blanket insurance policy covering the Premises.




          14.2 Tenant’s Insurance. Tenant agrees to take out and keep in force during the Term,
without expense to Landlord, the insurance as set forth below.




                  A. Commercial general liability insurance, in the name of Tenant, insuring against any
liability for injury to or death of persons resulting from any occurrence in or about the Buildings
and for damage to property in such amounts as may from time to time be customary with respect to
similar properties in the same area but in any event not less than $3,000,000.00, per occurrence.
The amounts of such insurance required hereunder shall be adjusted from time to time as requested
by Landlord based upon Landlord’s determination as to the amounts of such insurance generally
required at such time for comparable premises and buildings in the general geographical area of the
Premises. In addition, such policy of insurance shall include the ordinary and usual coverage for
any additional liability as coverage for any potential liability arising out of or because of any
construction, work of repair or alterations done on or about the Premises by or under the control
or direction of Tenant;



                  B. Personal property insurance covering the personal property and trade fixtures of Tenant in
an amount equal to the replacement value of the personal property and trade fixtures, as such
replacement value may vary from time to time;



                  C. Workers compensation insurance as required by law and employer liability insurance with
limits of not less than $1,000,000.00; and



                  D. Comprehensive automobile liability insurance with limits of not less than $1,000,000.00
combined bodily injury and property damage per occurrence.



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          14.3 Certificates of Insurance. All insurance required to be carried by Tenant
hereunder shall be issued by responsible insurance companies which are rated by Best Insurance
Reports as A:XV or better and licensed or authorized to do business in the State of California.
Each policy shall name McClellan Business Park, LLC; MP Holdings, LLC; the County of Sacramento;
and the United States Air Force, and any other party designated by Landlord, and at Landlord’s
request any mortgagee of Landlord, as an additional insured, as their respective interests may
appear. Each policy shall contain (i) a separation of insureds condition, and (ii) a provision
that such policy and the coverage evidenced thereby shall be primary and non-contributing with
respect to any policies carried by Landlord and that any coverage carried by Landlord shall be
excess insurance for Landlord’s interest only. A copy of each paid up policy (authenticated by the
insurer) or certificate of the insurer evidencing the existence and amount of each insurance policy
required hereunder shall be delivered to Landlord before the date Tenant is given possession of the
Premises, and thereafter, within thirty (30) days after any demand by Landlord therefor. Landlord
may, at any time and from time to time, inspect and/or copy any insurance policies required to be
maintained by Tenant hereunder. No such policy shall be cancelable, materially changed or reduced
in coverage except after thirty (30) days’ written notice to Landlord and Landlord’s lender.
Tenant shall furnish Landlord with renewals or “binders” of any such policy at least ten (10) days
prior to the expiration thereof. Tenant agrees that if Tenant does not take out and maintain such
insurance, Landlord may (but shall not be required to) procure said insurance on Tenant’s behalf
and charge the Tenant the premiums and a twenty-five (25%) percent administrative charge, which
shall be payable upon demand.




     15. Exculpation And Indemnity



          15.1 Definitions. For purposes of this Section 15.1 “Tenant Parties” shall mean,
singularly and collectively, Tenant and Tenant’s officers, directors, shareholders, partners,
members, trustees, agents, employees, and independent contractors as well as to all persons and
entities claiming through any of the foregoing persons or entities, and (ii) “Landlord Parties”
shall mean singularly and collectively. Landlord and Landlord’s officers, directors, shareholders,
partners, members trustees, agents, employees, and independent contractors as well as to all
persons and entities claiming through any of the foregoing persons or entities




          15.2 Exculpation. Tenant, on behalf of itself and of all Tenant Parties, and as a
material part of the consideration to be rendered to Landlord under this Lease, hereby waives, to
the fullest extent permitted by law, all claims against Landlord for loss, theft or damages to
goods, wares, merchandise or other property (whether tangible or intangible) in and about the
Premises, for loss or damage to Tenant’s business or other economic loss (whether direct or
consequential), and for the injury or death to any persons in, on or about the Premises, except for
damage or loss directly caused by Landlord’s willful misconduct. Tenant agrees that in no case
shall Landlord ever be responsible or liable on any theory for any injury to Tenant’s business,
loss of profits, loss of income or any other form of consequential damage.




          15.3 Landlord’s Indemnity. Landlord shall indemnify, defend (by an attorney of
Tenant’s choice, reasonably acceptable to Landlord), reimburse, protect and hold harmless Tenant
and all Tenant Parties from and against all third party claims, liability and/or damages arising
from or related to the negligent acts or omissions of Landlord or Landlord Parties at the Property,
to the extent that such liability or damage is covered by Landlord’s insurance set forth in Section
14.1 of this Lease. It is specifically understood and agreed that Landlord shall not be liable or
responsible for the acts or omissions of any of the other tenants of the Property or of any
visitors or invitees of persons other than Landlord. The provisions of this Section 15.3 shall not
apply to any of the provisions of Section 8 of the Lease.




          15.4 Tenant’s Indemnity. Tenant shall indemnify, defend (by an attorney of Landlord’s
choice, reasonably acceptable to Tenant), reimburse, protect and hold harmless Landlord and all
Landlord Parties from and against all third party claims, liability and/or damages arising from or
related to the acts or omissions of Tenant or any Tenant Parties relating to their use, possession,
or occupancy of the Property or, Tenant’s obligations under this Lease, or to any work done,
permitted or contracted for by any of them on or about the Premises. The provisions of this
Section 15.4 shall not apply to any of the provisions of Section 8 of the Lease.




          15.5 Waiver of Subrogation. To the extent of any and all insurance maintained, or
required to be maintained, by either Landlord or Tenant in any way connected with the Premises,
Landlord and Tenant hereby waive on behalf of their respective insurance carriers any right of
subrogation that may exist or arise as against the




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other party to this Lease. Landlord and Tenant shall cause the insurance companies issuing
their insurance policies with respect to the Premises to waive any subrogation rights that the
companies may have against Tenant and Landlord, respectively.




          15.6 Survival and Duration of Obligations. All representations, warranties,
obligations and indemnities made or given under this Section 15 shall survive the expiration or
earlier termination of this Lease.




     16. Construction Liens. Tenant shall not suffer or permit any construction liens,
mechanic’s liens or materialman’s liens to be filed against Landlord’s interest in the real
property of which the Premises form a part nor against the Tenant’s leasehold interest in the
Premises. Landlord shall have the right at all reasonable times to post and keep posted on the
Premises, any notices which it deems necessary for protection from such liens. Tenant shall have
the right to contest by proper proceedings any such construction liens, mechanic’s liens or
material man’s liens, provided that Tenant shall prosecute such contest diligently and in good
faith and such contest shall not expose Landlord to any civil or criminal penalty or liability.
Upon Landlord’s demand, Tenant shall furnish Landlord a surety bond or other adequate security
satisfactory to Landlord sufficient both to indemnify Landlord against liability and hold the
Property free from adverse effect in the event the contest is not successful. If such liens are so
filed and Tenant does not properly contest such liens, Landlord, at its election, and upon not less
than ten (10) days prior written notice to Tenant, may pay and satisfy same and, in such event the
sums so paid by Landlord, with interest thereon at the rate of eighteen percent (18.00%) per annum
from the date of payment, and all actual and other expenses, including reasonable attorney’s fees,
so paid by Landlord, shall be deemed to be Rent due and payable by the Tenant at once without
notice or demand.



     17. Quiet Enjoyment. Subject to the provisions of this Lease, Landlord covenants and
agrees that Tenant, upon making all of Tenant’s payments of Rent as and when due under the Lease,
and upon performing, observing and keeping the covenants, agreements and conditions of this Lease
on its part to be kept, shall peaceably and quietly hold, occupy and enjoy the Premises during the
term of this Lease as extended by the options described herein, if any, subject to the terms and
provisions of this Lease.



     18. Landlord’s Right Of Entry. Landlord or his agents shall have the right to enter
the Premises at reasonable times upon reasonable notice in order to examine it or to show it to
prospective tenants or buyers and to place “For Rent” or “For Sale” signs on or about the Premises.
Upon receipt of reasonable advance notice from Landlord, Tenant may arrange to have a designated
representative accompany Landlord in entering the Premises. Landlord’s right of reentry shall not
be deemed to impose upon Landlord any obligation, responsibility, or liability for the care,
supervision or repair of the Premises other than as herein provided: except that Landlord shall
use reasonable care to prevent loss or damage to Tenant’s property resulting from Landlord’s entry.
Landlord shall have the right at any time, without effecting an actual or constructive eviction
and without incurring any liability to the Tenant therefor, to change the arrangement or location
of entrances or passageways, doors and doorways, corridors, elevators, stairs, toilets or other
public parts of the Buildings and to change the name, number or designation by which the Buildings
are commonly known, provided that such action does not result in any unreasonable interference with
Tenant’s access to or use of the Premises. Notwithstanding the foregoing, Landlord shall have the
right to enter the Premises without first giving notice to the Tenant in the event of an emergency
where the nature of the emergency will not reasonably permit the giving of notice.



     19. Destruction of Buildings




          19.1 Partial Destruction. In the event of a partial destruction of the building
containing the Premises during the Term of this Lease from any cause, Landlord shall forthwith
repair the same, provided such repair can reasonably be made within ninety (90) days from the
happening of such destruction under applicable laws and regulations. During such period, Tenant
shall be entitled to a proportionate reduction of Rent to the extent such repairs unreasonably
interfere with the business carried on by Tenant in the Premises. If Tenant fails to remove its
goods, wares or equipment within a reasonable time and as a result the repair or restoration is
delayed, or if such damage or destruction is caused primarily by the negligence or willful act of
Tenant, or its employees, invitees or agents, there shall be no reduction in Rent during such
delay. In the event that such repair cannot reasonably be made within ninety (90) days from the
happening of such destruction under applicable laws and regulations, Landlord shall have the right
to terminate this Lease by notifying Tenant in writing within sixty (60) days from the happening of
such destruction which event this Lease shall be deemed terminated. In addition to the above, in
the




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event that such building is partially destroyed and (i) the cost of repairing such building
exceeds thirty-three and one-third percent (33-1/3%) of the replacement cost thereof, or (ii) the
damage caused by the partial destruction of such building cannot reasonably be repaired within a
period of ninety (90) days from the happening of such damage, Landlord may elect to terminate this
Lease, whether or not such building is insured, by written notice to Tenant given within sixty (60)
days from the happening of such destruction.




          19.2 Total Destruction. A total destruction of the building containing the Premises
shall terminate this Lease. A total destruction of such building means the cost of repairing such
building exceeds seventy-five percent (75.00%) of the replacement cost of such building.




     20. Eminent Domain



          20.1 Definitions. For purposes of this Lease, the word “condemned” is co-extensive
with the phrase “right of eminent domain”, that is, the right of the government to take property
for public use, and shall include the intention to condemn expressed in writing as well as the
filing of any action or proceeding for condemnation.




          20.2 Exercise of Condemnation. If any action or proceeding is commenced for the
condemnation of the Premises or any portion thereof, or if Landlord is advised in writing by any
government (federal, state or local) agency or department or bureau thereof, or any entity or body
having the right or power of condemnation, of its intention to condemn all or any portion of the
Premises at the time thereof, or if the Premises or any part or portion thereof be condemned
through such action, then and in any of such events Landlord may, without any obligation or
liability to Tenant, and without affecting the validity and existence of this Lease other than as
hereafter expressly provided, agree to sell and/or convey to the condemnor, without first requiring
that any action or proceeding be instituted, or if such action or proceeding shall have been
instituted, without requiring any trial or hearing thereof, and Landlord is expressly empowered to
stipulate to judgment therein, the part and portion of the Premises sought by the condemnor, free
from this Lease and the rights of Tenant hereunder. Tenant shall have no claim against Landlord
nor be entitled to any part or portion of the amount that may be paid or awarded as a result of the
sale, for the reasons as aforesaid, or condemnation of the Premises or any part or portion thereof,
except that Tenant shall be entitled to recover from the condemnor and Landlord shall have no claim
therefor or thereto for Tenant’s relocation costs, loss of goodwill, for Tenant’s trade fixtures,
any removable structures and improvements erected and made by Tenant to or upon the Premises which
Tenant is or may be entitled to remove at the expiration of this Lease and Tenant’s leasehold
estate hereunder.




          20.3 Effect on Lease. If the entire Premises is condemned, this Lease shall terminate
as of the earlier of such taking or loss of possession. If only a part of the Premises is
condemned and taken and the remaining portion thereof is in Tenant’s reasonable discretion not
suitable for purposes for which Tenant has leased the Premises, either Landlord or Tenant shall
have the option to terminate this Lease effective as of the earlier of such taking or loss of
possession. If by such condemnation and taking only a part of the Premises is taken, and the
remaining part thereof is in Tenant’s reasonable discretion suitable for the purposes for which
Tenant has leased the Premises, this Lease shall continue, but the rental shall be reduced in an
amount proportionate to the percentage that the floor area of that portion of the Premises
physically taken by eminent domain bears to the floor area of the entire Premises.




     21. Bankruptcy. If a general assignment is made by Tenant for the benefit of
creditors, or any action is taken by Tenant under any insolvency or bankruptcy act, or if a
receiver is appointed to take possession of all or substantially all of the assets of Tenant (and
Tenant fails to terminate such receivership within sixty (60) days after such appointment), or if
any action is taken by a creditor of Tenant under any insolvency or bankruptcy act, and such action
is not dismissed or vacated within thirty (30) days after the date of such filing, then this Lease
shall terminate at the option of Landlord upon the occurrence of any such contingency and shall
expire as fully and completely as if the day of the occurrence of such contingency was the date
specified in this Lease for the expiration thereof. In such event, Tenant shall then quit and
surrender the Premises to Landlord.



     22. Tenant’s Default. The occurrence of any one or more of the following events shall
constitute a default and breach of this Lease by Tenant:



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               A. The abandonment or vacation of the Premises by Tenant (failure to occupy and operate the
Premises for thirty (30) consecutive days shall be deemed an abandonment).



               B. The failure by Tenant to make any payment of Rent or any other payment required to be made
by Tenant hereunder as and when due, where such failure shall continue for a period of five (5)
days after the due date.



               C. Tenant’s failure to observe or perform any of the covenants, conditions, or provisions of
this Lease to be observed or performed by Tenant, other than as described in subparagraph (b)
above, where such failure shall continue for a period of thirty (30) days after written notice
thereof by Landlord to Tenant; provided, however, that if the nature of Tenant’s default is such
that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be
deemed to be in default if Tenant commences such cure within said thirty (30)-day period and
thereafter diligently prosecutes such cure to completion.



               D. The making by Tenant of any general assignment or general arrangement for the benefit of
creditors, or the appointment of a trustee or a receiver to take possession of substantially all of
Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where possession is
not restored to Tenant within thirty (30) days, or the attachment, execution, or other judicial
seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in
this Lease, where such seizure is not discharged in thirty (30) days.



               E. The filing of any voluntary petition in bankruptcy by Tenant, or the filing of any
involuntary petition by Tenant’s creditors, which involuntary petition remains undischarged for a
period of thirty (30) days. In the event that under applicable law the trustee in bankruptcy or
Tenant has the right to affirm this Lease and perform the obligations of Tenant hereunder, such
trustee or Tenant shall, in such time period as may be permitted by the bankruptcy court having
jurisdiction, cure all defaults of Tenant hereunder outstanding as of the date of the affirmance of
this Lease, and provide to Landlord such adequate assurances as may be necessary to ensure Landlord
of the continued performance of Tenant’s obligation under this Lease.



     23. Remedies in Event of Default by Tenant. In the event of Tenant’s default,
Landlord may:



               A. Terminate Tenant’s right to possession of the Premises by any lawful means, in which case
this Lease shall terminate and Tenant shall immediately surrender possession of the Premises to
Landlord. In such event, Landlord shall be entitled to recover from Tenant:



                    (1) the worth at the time of the award of any unpaid Rent which had been earned at the time of
such termination; plus



                    (2) the worth at the time of the award of the amount by which the unpaid Rent which would have
been earned after termination until the time of award exceeds the amount of such rental loss which
Tenant proves could have been reasonably avoided; plus



                    (3) the worth at the time of the award of the amount by which the unpaid Rent for the balance
of the Term after the time of award exceeds the amount of such rental loss which Tenant proves
could be reasonably avoided; plus



                    (4) any other amount necessary to compensate Landlord for all the detriment proximately caused
by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of
things would be likely to result therefrom (including, without limitation, the cost of recovering
possession of the Premises, expenses of reletting including necessary renovation and alteration of
the Premises, reasonable attorneys’ fees, and real estate commissions actually paid and that
portion of the leasing commission paid by Landlord and applicable to the unexpired portion of this
Lease); plus



                    (5) such other amounts in addition to or in lieu of the foregoing as may be permitted from
time to time by applicable California law.



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      As used in Subsections (1) and (2) above, the “worth at the time of the award” shall be
computed by allowing interest at the lesser of ten percent (10%) per annum, or the maximum rate
permitted by law per annum. As used in Subsection (3) above, the “worth at the time of award”
shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of
San Francisco at the time of award plus one percent (1%).




               B. Continue this Lease in full force and effect, and the Lease will continue in effect, as
long as Landlord does not terminate Tenant’s right to possession, and Landlord shall have the right
to collect Rent when due. During the period Tenant is in default, Landlord may enter the Premises
and relet them, or any part of them, to third parties for Tenant’s account. Tenant shall be liable
immediately to Landlord for all costs Landlord reasonably incurs in reletting the Premises,
including, without limitation, brokers’ commissions, expenses of remodeling the Premises required
by the reletting, and like costs. Reletting can be for a period shorter or longer than the
remaining Term of this Lease. Tenant shall pay to Landlord the Rent due under this Lease on the
dates the Rent is due, less the Rent Landlord receives from any reletting. In no event shall
Tenant be entitled to any excess Rent received by Landlord. No act by Landlord allowed by this
paragraph shall terminate this Lease unless Landlord notifies Tenant in writing that Landlord
elects to terminate this Lease. After Tenant’s default and for as long as Landlord does not
terminate Tenant’s right to possession of the Premises, if Tenant obtains Landlord’s consent.
Tenant shall have the right to assign or sublet its interest in this Lease, but Tenant shall not be
released from liability.



               C. Cause a receiver to be appointed to collect Rent. Neither the filing of a petition for the
appointment of a receiver nor the appointment itself shall constitute an election by Landlord to
terminate the Lease.



               D. Cure the default at Tenant’s cost. If Landlord at any time, by reason of Tenant’s default,
reasonably pays any sum or does any act that requires the payment of any sum, the sum paid by
Landlord shall be due immediately from Tenant to Landlord at the time the sum is paid, and if paid
at a later date shall bear interest at the lesser of ten percent (10.00%) per annum, or the maximum
rate an individual is permitted by law to charge from the date the sum is paid by Landlord until
Landlord is reimbursed by Tenant. The sum, together with interest on it, shall be additional Rent.



     The foregoing remedies are not exclusive; they are cumulative, in addition to any remedies now
or later allowed by law, to any equitable remedies Landlord may have, and to any remedies Landlord
may have under bankruptcy laws or laws affecting creditors’ rights generally. The waiver by
Landlord of any breach of any Term, covenant or condition of this Lease shall not be deemed a
waiver of such term, covenant or condition or of any subsequent breach of the same or any other
Term, covenant or condition. Acceptance of Rent by Landlord subsequent to any breach hereof shall
not be deemed a waiver of any proceeding breach other than a failure to pay the particular Rent so
accepted, regardless of Landlord’s knowledge of any breach at the time of such acceptance of Rent.
Landlord shall not be deemed to have waived any Term, covenant or condition unless Landlord gives
Tenant written notice of such waiver.



     24. Surrender Of Premises. On or before the expiration of the Lease Term, Tenant
shall vacate the Premises in broom clean condition and otherwise in the same condition as existed
on the Commencement Date, ordinary wear and tear and fire and casualty loss excepted, except that
any improvements made within and on the Premises by Tenant shall remain, in the same condition and
repair as when constructed or installed, reasonable wear and tear and fire and casualty loss
excepted, unless Landlord required removal as provided in Section 13. In addition, Tenant shall
remove from the Premises all Tenant’s personal property and trade fixtures in order that Landlord
can repossess the Premises on the day this Lease or any extension hereof expires or is sooner
terminated. Any removal of the Tenant’s improvements, Tenant’s property and/or trade fixtures by
Tenant shall be accomplished in a manner which will minimize any damage or injury to the Premises,
and any such damage or injury shall be repaired by Tenant at its sole cost and expense within
thirty (30) days after Tenant vacates.



     25. Holding Over. Should Tenant hold over and remain in possession of the Premises
after the expiration of this Lease, without the written consent of Landlord, such possession shall
be as a month-to-month tenant. Unless (i) Landlord agrees otherwise in writing, or (ii) Landlord
and Tenant have entered into good faith negotiations within the thirty (30) day period following
the expiration of this Lease, or any extensions herein, Base Rent during the hold-over period shall
be payable in an amount equal to one hundred fifty percent (150.00%) of the Base Rent



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paid for the last month of the term hereof until Tenant vacates the Premises and the Security
Deposit shall increase to an amount equal to the increased monthly Base Rent. All other terms and
conditions of this Lease shall continue in full force and effect during such hold-over tenancy,
which hold-over tenancy shall be terminable by either party delivering at least one (1) month’s
written notice, before the end of any monthly period. Such hold-over tenancy shall terminate
effective as of the last day of the month following the month in which the termination notice is
given.




     26. Surrender Of Lease. The voluntary or other surrender of this Lease by Tenant, or
mutual cancellation thereof, shall not work a merger and may, at the option of Landlord, terminate
all or any existing subleases or subtenancies or may operate as an assignment of any or all such
subleases or subtenancies to Landlord.



     27. Notice. All notices, demands or requests required or permitted under this Lease
shall be in writing and delivered personally, or mailed postage prepaid by registered or certified
mail, return receipt requested, or sent by Federal Express, addressed as set forth below. Any
party may designate a different address by notice similarly given. Any notice, demand or request
so given, delivered or made by United States mail shall be deemed to have been given or delivered
or made on the third business day following the day on which the same is deposited in the United
States mail as registered or certified mail, return receipt requested, addressed as above provided,
with postage thereon fully prepaid. Any such notice, demand or document not given, delivered or
made by registered or certified mail as aforesaid, shall be deemed to be given, delivered or made
on receipt of the same by the party to whom the same is to be given, delivered or made, addressed
as follows:



	 	 	 	 	 
	 

	 	TO LANDLORD:
	 	MP Holdings, LLC 
	 

	 	 	 	3140 Peacekeeper Way
	 

	 	 	 	McClellan, California 95652
	 

	 	 	 	Telephone: (916) 965-7100
	 

	 	 	 	Facsimile: (916) 568-2764
	 

	 	 	 	Attention: Senior Vice President of Property Management and
	 

	 	 	 	                  Senior Vice President and General Counsel
	 
	 	 	 	 
	 

	 	TO TENANT:
	 	Virtual Alert
	 

	 	 	 	7748 Herschel Avenue
	 

	 	 	 	La Jolla, California 92037
	 

	 	 	 	Attention: Chris Popov
	 

	 	 	 	Telephone: (858) 775-9444
	 

	 	 	 	Facsimile: (858) 775-3536
	 
	 	 	 	 
	 

	 	WITH A COPY TO:
	 	Virtual Alert, Inc.
	 

	 	 	 	5112 Arnold Avenue, Building 21
	 

	 	 	 	Sacramento, CA 95652
	 

	 	 	 	Attention: Chris Popov
	 

	 	 	 	Telephone: (858) 775-9444
	 

	 	 	 	Facsimile: (858) 775-3536






     28. Assignment And Subletting



          28.1 No Assignment. Tenant shall not directly or indirectly, voluntarily or by
operation of law, sell, assign, encumber, pledge or otherwise transfer or hypothecate all or any
part of the Premises or Tenant’s leasehold estate hereunder (collectively, “Assignment"), or permit
the Premises to be occupied by anyone other than Tenant or sublet the Premises (collectively,
“Sublease") or any portion thereof without Landlord’s prior written consent in each instance, which
consent may not be unreasonably withheld by Landlord. Landlord shall be permitted to consider any
reasonable factor in determining whether or not to withhold its consent to a proposed assignment or
sublease and Landlord shall make such determination within thirty (30) days following Landlord’s
receipt of the Transfer Notice. The failure of Landlord to deliver written notice of such
determination within such time period shall be deemed Landlord’s disapproval thereof. Without
limiting the other instances in which it may be reasonable for Landlord to withhold its consent to
an assignment or sublease, it shall be reasonable for Landlord to withhold its consent if any of
the following conditions are not satisfied:




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               (1) The proposed transferee shall satisfy Landlord’s then existing financial criteria for
leasing subject to terms similar to the provisions of this Lease Date;



               (2) The proposed use by the transferee shall (i) comply with Tenant’s Permitted Use, (ii) be
consistent with the general character of businesses carried on by tenants of a Building. (iii) not
increase the likelihood of damage or destruction, (iv) not increase the density of occupancy of the
Premises or increase the amount of pedestrian and other traffic through the Building, (v) not be
likely to cause an increase in insurance premiums for insurance policies applicable to the
Building, (vi) unless paid by Tenant, not require new tenant improvements incompatible with
then-existing Building systems and components, (vii) unless paid by Tenant, not require Landlord to
make modifications to the Building outside of the Premises (in order, for example, to comply with
Laws), (viii) not increase the electrical or HVAC usage in the Premises, and (ix) not otherwise
have or cause a material adverse impact on the Premises, the Building, the Property, or Landlord’s
interest therein;



               (3) If Landlord has vacant space at McClellan suitable for such proposed transferee, the
proposed transferee shall not be an existing tenant or occupant of the Building or a person or
entity with whom Landlord is then dealing, or with whom Landlord has had any dealings within the
previous six (6) months, with respect to the leasing of space in the Building;



               (4) Such action would violate the provisions of the EDC Lease (and/or the McClellan Use
Documentation); and



               (5) Any ground lessor or mortgagee whose consent to such transfer is required fails to consent
thereto.



          (a) Provided Landlord has consented to such assignment or subletting, Tenant shall be entitled
to enter into such assignment or sublease subject to the following conditions:




         (1) At the time of the transfer, no event of default under this Lease, or under any other
lease between Tenant and Landlord or any affiliate of Landlord, shall have occurred and be
continuing;




         (2) No assignment or sublease shall be valid and no assignee or sublessee shall take
possession until an executed counterpart of the assignment or sublease has been delivered to
Landlord;




         (3) Any assignee shall have assumed in writing the obligations of Tenant under this Lease;




         (4) Any subtenant shall have agreed in writing to comply with all applicable terms and
conditions of this Lease;




         (5) In the event Tenant sublets the entire Premises or any part thereof. Tenant shall deliver
to Landlord seventy-five percent (75.00%) of any excess rent within thirty (30) days of Tenant’s
receipt thereof pursuant to such subletting. As used herein, “Excess Rent” shall mean any sums or
economic consideration per square foot of the Premises received by Tenant pursuant to such
subletting in excess of the amount of the Rent per square foot of the Premises payable by Tenant
under this Lease applicable to the part or parts of the Premises so sublet; provided, however, that
no excess payment shall be payable until Tenant shall have recovered therefrom all of the costs
incurred by Tenant for brokerage commissions, tenant improvement work approved by Landlord,
reasonable attorneys fees, and reasonable marketing fees, in conjunction with such sublease; and




         (6) In the event Tenant assigns this Lease, Tenant shall deliver to Landlord seventy-five
percent (75.00%) of any excess payment within thirty (30) days of Tenant’s receipt thereof pursuant
to such assignment. As used herein, “Excess Payment” shall mean the amount of payment received for
such assignment of this Lease in excess of the Rent payable by Tenant under this Lease; provided,
however, that no excess payment shall be payable until Tenant shall have recovered therefrom all of
the costs incurred by Tenant for brokerage commissions, tenant improvement work approved by
Landlord, reasonable attorneys fees, and reasonable marketing fees, in conjunction with such
assignment.



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          28.2 No Relief of Obligations. No consent by Landlord to any Assignment or Sublease
by Tenant shall relieve Tenant of any obligation to be performed by Tenant under this Lease,
whether arising before or after the Assignment or Sublease. The consent by Landlord to any
Assignment or Sublease shall not relieve Tenant of the obligation to obtain Landlord’s express
written consent to any other Assignment or Sublease. Any Assignment or Sublease that is not in
compliance with this Section 28 shall be void and, at the option of Landlord, shall constitute a
material default by Tenant under this Lease. The acceptance of Rent by Landlord from a proposed
assignee or subtenant shall not constitute the consent by Landlord to such Assignment or Sublease.




     29. Attorney’s Fees. If Tenant or Landlord shall be in breach or default under this
Lease, such party (the “Defaulting Party") shall reimburse the other party (the “Non-Defaulting
Party") upon demand for any costs or expenses that the Non-Defaulting Party incurs in connection
with any breach or default of the Defaulting Party under this Lease, whether or not suit is
commenced or judgment entered. Such costs shall include legal fees and costs incurred for the
negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for
breach of or to enforce the provisions of this Lease is commenced, the court in such action shall
award to the party in whose favor a judgment is entered, a reasonable sum as attorneys’ fees and
costs. The losing party in such action shall pay such attorneys’ fees and costs. Tenant shall
also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and
liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a)
instituted by Tenant against any third party, or by any third party against Tenant, or by or
against any person holding any interest under or using the Project by license of or agreement with
Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such
other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or
such other person; or (d) necessary to protect Landlord’s interest under this Lease in a bankruptcy
proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall
defend Landlord against any such claim or action at Tenant’s expense with counsel reasonably
acceptable to Landlord, or at Landlord’s election, Tenant shall reimburse Landlord for any legal
fees or costs Landlord incurs in any such claim or action.



     30. Judgment Costs



          30.1 Landlord. Should Landlord, without fault on Landlord’s part, be made a party to
any litigation instituted by or against Tenant, or by or against any person holding the Premises by
license of Tenant, or for foreclosure of any lien for labor or material furnished to or for Tenant,
or any such person, or otherwise arising out of or resulting from any act or transaction of Tenant,
or of any such person, Tenant covenants to pay to Landlord, the amount of any judgment rendered
against Landlord or the Premises or any part thereof, and all costs and expenses, including
reasonable attorney’s fees incurred by Landlord in connection with such litigation.




          30.2 Tenant. Should Tenant, without fault on Tenant’s part, be made a party to any
litigation instituted by or against Landlord, or by or against any person holding the Premises by
license of Landlord, or for foreclosure of any lien for labor or material furnished to or for
Landlord, or any such person, or otherwise arising out of or resulting from any act or transaction
of Landlord, or of any such person, Landlord covenants to pay to Tenant, the amount of any judgment
rendered against Tenant or the Premises or any part thereof, and all costs and expenses, including
reasonable attorney’s fees incurred by Tenant in connection with such litigation.




     31. Brokers. Tenant warrants that it has had no dealings with any real estate broker
or agent in connection with the Premises and this Lease, and that it knows of no real estate broker
or agent who is or might be entitled to a commission in connection with this Lease other than
N/A (“N/A”). Landlord shall only pay the real estate brokerage commission due to
N/A and any real estate broker or agent entitled to a commission in connection with this
Lease if claimed through the actions of Landlord. Tenant shall pay any other commission or
finder’s fee due if claimed through the actions of Tenant.



     32. Subordination Of Lease. This Lease is subject and subordinate to any mortgages
which may now or hereafter be placed upon or affect the property or Buildings of which the Premises
are a part, and to all renewals, modifications, consolidations, replacements and extensions hereof,
provided that the holder(s) of such mortgage(s) shall agree in writing not to disturb the
possession of the Premises by Tenant or the rights of Tenant under this Lease so long as Tenant is
not in material default (subject to applicable notice and cure rights in favor of Tenant as
contained in this Lease) in the performance of its obligations thereunder and, in the event of
foreclosure, Tenant agrees to look solely to the mortgagee’s interest in the Property for the
payment and discharge of any obligations



-19-









 




imposed upon the mortgagee or Landlord under this Lease. This clause shall be self-operative,
and no further instrument or subordination shall be necessary unless requested by a mortgagee or
the insuring title company, in which event Tenant shall sign, within five (5) business days after
requested, such instruments and/or documents as the mortgagee and/or insuring title company
reasonably request be signed (“SNDA”).




     33. Relocation. At any time after Tenant’s execution of this Lease, Landlord shall
have the right, upon providing Tenant ninety (90) days’ written notice, ten (10) days if Tenant has
not yet taken possession of the Premises, to provide Tenant with reasonably similar space elsewhere
within McClellan which would accommodate Tenant’s Permitted Use (“Proposed Relocation Space”) and
to move Tenant to such space. In the event Landlord moves Tenant to such new space, then this
Lease and each and all of the terms, covenants and conditions hereof shall remain in full force and
effect and thereupon be deemed applicable to such new space except that a revised floor plan shall
become part of this Lease and shall reflect the location of the new space. Landlord shall be
solely responsible for the payment of all moving and relocation expenses of Tenant as are actually
incurred in connection with such relocation. For a period of ten (10) days after Tenant’s receipt
of the notice concerning the Proposed Relocation Space, Tenant may reject such relocation. In such
event, Landlord shall have the right to (i) withdraw its intention to relocate, or (ii) terminate
this Lease.



     34. Estoppel Certificates And Financial Statements




          34.1 Estoppel Certificate. Tenant shall, at any time and from time to time, upon not
less than ten (10) days’ prior request by Landlord, execute, acknowledge and deliver to Landlord,
or to such other persons who may be designated in such request, a statement in writing certifying
that this Lease is unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and effect as modified and stating the modifications) and, if so,
the dates to which the rent and any other charges have been paid in advance, and such other items
requested by Landlord, including without limitation, the lease commencement date and expiration
date, rent amounts, and that no offsets or counterclaims are present. It is intended that any such
statement delivered pursuant to this Section may be relied upon by any prospective purchaser or
encumbrancer (including assignee) of the Premises.




          34.2 Financial Statements. If Landlord desires to finance, refinance, or sell the
Buildings, or the Property, or any part thereof, Tenant shall deliver to Landlord, or to such
potential lender or purchaser designated by Landlord, such financial information regarding Tenant,
as may reasonably be required to establish Tenants’ creditworthiness. All financial information
provided by Tenant to Landlord or any lender or potential purchaser shall be held by the recipient
in strict confidence and may not be used or disclosed by the recipient except for the purpose of
determining Tenants’ creditworthiness in connection with Tenants’ obligations under this Lease.




     35. Short Form Of Lease. Tenant agrees to execute, deliver and acknowledge, at the
request of Landlord, a short form of this Lease satisfactory to counsel for Landlord, and Landlord
may in its sole discretion record this Lease or such short form in the County where the Premises
are located. Tenant shall not record this Lease, or a short form of this Lease, without Landlord’s
prior written consent.



     36. Signs. Tenant shall not place any sign upon the Premises without Landlord’s prior
written consent (all such signage shall comply with Landlord’s signage design criteria, as such
exists from time to time). In addition, the style, size, materials and attachment method of any
such signage shall be subject to Landlord’s prior written consent. The installation of any sign on
the Premises by or for Tenant shall be subject to the provisions of Section 24. Tenant shall
maintain any such signs installed on the Premises. Unless otherwise expressly agreed herein,
Landlord reserves the right to install, and all revenues from the installation of, such advertising
signs on the Premises, including the roof, as do not unreasonably interfere with the conduct of
Tenant’s business.



     37. Guaranty Of Lease. [Intentionally Deleted]




     38. Force Majeure. In discharging its duties under this Lease, Landlord shall be held
to a standard of reasonableness and shall not be liable to Tenant for delays caused by Force
Majeure Events.



-20-









 





     39. Default by Landlord. Landlord shall not be deemed to be in default in the
performance of any obligation required to be performed by it hereunder unless and until it has
failed to perform such obligations within thirty (30) days after written notice by Tenant to
Landlord specifying wherein Landlord has failed to perform such obligation; provided, however, that
if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its
performance, then Landlord shall not be deemed to be in default if it shall commence such
performance within such thirty (30)-day period and thereafter diligently prosecute the same to
completion.



     40. Rules and Regulations. Tenant shall faithfully observe and comply with the
nondiscriminatory rules and regulations that Landlord shall from time to time promulgate. Landlord
reserves the right from time to time to make all nondiscriminatory modifications to said rules.
The additions and modifications to those rules shall be binding upon Tenant upon delivery of a copy
to them to Tenant (a copy of the present Rules and Regulations is attached hereto as Exhibit
I). Landlord shall use its reasonable efforts to enforce compliance with such rules, but shall
not be responsible to Tenant for the nonperformance of any of said rules by other tenants or
occupants.



     41. Limitation on Liability. In consideration of the benefits accruing hereunder,
Tenant and all successors and assigns covenant and agree that, in the event of any actual or
alleged failure, breach or default hereunder by Landlord: (1) Tenant’s sole and exclusive recourse
shall be against Landlord’s interest in the Premises. Tenant shall not have any right to satisfy
any judgment which it may have against Landlord from any other assets of Landlord; (2) no partner,
stockholder, director, officer, employee, beneficiary or trustee (collectively, “Partner") of
Landlord shall be sued or named as a party in any suit or action (except as may be necessary to
secure jurisdiction over Landlord); (3) no service of process shall be made against any Partner of
Landlord (except as may be necessary to secure jurisdiction over Landlord); (4) no Partner of
Landlord shall be required to answer or otherwise plead to any service of process; (5) no judgment
will be taken against any Partner of Landlord; (6) any judgment taken against any Partner of
Landlord may be vacated and set aside at any time nunc pro tunc; (7) no writ of execution will ever
be levied against the assets of any Partner of Landlord; and (8) These covenants and agreements are
enforceable both by Landlord and also by any Partner of Landlord.



     42. Sublease Status.



          42.1 As of the Lease Date, Landlord possesses a leasehold estate in McClellan, pursuant to the
EDC Lease Agreement between Landlord’s predecessor-in-interest, the County of Sacramento
(“County"), as Lessee, and the United States Air Force, as Lessor, dated August 13, 1998, as
supplemented and/or amended (“EDC Lease"), and subject to Operating Agreement, as supplemented
and/or amended (“Operating Agreement") between County as “Lessee,” and the United States Air Force,
as “Air Force". As a result of such tenancy pursuant to the EDC Lease, (i) the provisions of this
Lease are junior, subordinate and subject to the terms and conditions of the EDC Lease, and (ii)
this Lease is a “sublease” in accordance with applicable law, statutes and ordinances. During the
Term of this Lease, Landlord, using its commercially reasonable efforts, shall not violate the
provisions of the EDC Lease. Subject to Section 43.2 of this Lease, the termination of the EDC
Lease for any reason shall result in the automatic termination of this Lease, without liability to
Tenant or Landlord, as a result of such termination, in which case the parties shall have no
further obligations under this Lease. Tenant shall not cause or take any action or inaction or
cause or permit any Tenant representatives to take any action or which would constitute a default
by Landlord under the EDC Lease, which occurrence would be deemed a default by Tenant under Section
22 of this Lease.




          42.2 In accordance with the Economic Development Conveyance Agreement with the United States
Air Force (“EDC Agreement"), Landlord has the right to acquire fee title to the Property, including
the Premises, which acquisition may or may not occur during the Term of this Lease.
Notwithstanding any other provision of this Lease to the contrary, in the event the Landlord does
acquire fee title to the Property during the Term of this Lease, and as a result thereof, the EDC
Lease terminates as such document relates to the Premises, the parties hereto agree that this Lease
shall remain in full force and effect as a direct contractual obligation between the Landlord and
Tenant, Tenant shall recognize and attorn to the Landlord as its direct “landlord”, and the Tenant
agrees to enter into any further documentation with the Landlord to evidence the intent of the
parties as set forth in this Section; provided, however, such further documentation shall not
materially increase Tenant’s obligations under this Lease.




-21-









 








          42.3 Notwithstanding any other provision of this Lease to the contrary, Tenant acknowledges
and agrees that the Landlord’s right, title and interest in this Lease is transferable and
assignable to any third party selected by the Landlord. In this regard, upon written notice from
the Landlord, Tenant agrees to execute any and all reasonable documentation to evidence such
assignment as set forth in this Section, and the named Landlord shall be released from any and all
future liability under this Lease; provided, however, such further documentation shall not
materially increase Tenant’s obligations under this Lease.




          42.4 Tenant shall cause the Permitted Use of the Premises to be consistent with documentation
described in Exhibit J, which includes the EDC Agreement, the EDC Lease, the Environmental
Certificate, the SSEBS, the Operating Agreement and the Programmatic Agreement between the United
States Air Force, the California State Preservation Officer and the Advisory Council on Historic
Preservation Regarding Disposal of McClellan Air Force Base (“Historic Preservation Agreement")
(collectively, “McClellan Use Documentation"). Copies of the McClellan Use Documentation are
available at Landlord’s corporate offices.




     43. Infrastructure Cooperation. Tenant acknowledges that certain utility and/or
operation systems which service the Premises and/or the expansion space(s) which are available to
Tenant under this Lease may service adjacent premises and/or buildings. In this regard, to the
extent that the controls, lines, mechanical systems and/or infrastructure for such systems must be
utilized on a non-exclusive basis between Tenant and other third party tenants , as determined by
Landlord, Tenant agrees to execute all documentation necessary to provide for such non-exclusive
utilization, which documentation, among other provisions, would allocate on a reasonable basis, the
expense of use, operation, maintenance and repair of such system between such users, provided that
such documentation shall not cause material interference with Tenant’s Permitted Use. Tenant shall
execute such documentation within ten (10) days following its receipt thereof.



     44. General Provisions



          44.1 Governing Law. This Lease shall be governed by the laws of the State of
California and the parties hereto agree that venue shall be proper in any state or federal court
located within the state.




          44.2 Successors and Assigns. The covenants and conditions herein contained shall,
subject to the provisions as to assignment, apply to and bind the heirs, successors, executors,
administrators and assigns of all of the parties hereto; if Landlord or Tenant is comprised of
multiple parties, each of such parties hereto shall be jointly and severally liable hereunder.




          44.3 Entire Agreement. This Lease, the exhibits herein referred to, and any addendum
executed concurrently herewith, are the final, complete and exclusive agreement between the parties
and cover in full each and every agreement of every kind or nature, whatsoever, concerning the
Premises and all preliminary negotiations and agreements of whatsoever kind or nature, are merged
herein. Landlord has made no representations or promises whatsoever with respect to the Premises,
except those contained herein, and no other person, firm or corporation has at any time had any
authority from Landlord to make any representations or promises on behalf of Landlord, and Tenant
expressly agrees that if any such representations or promises have been made by others, Tenant
hereby waives all right to rely thereon. No verbal agreement or implied covenant shall be held to
vary the provisions hereof, any statute, law or custom to the contrary notwithstanding. Unless
otherwise provided herein, no supplement, modification, or amendment of this Lease shall be binding
unless executed in writing by the parties.




          44.4 Captions. The captions of paragraphs of this Lease are for convenience only, and
do not in any way limit or amplify the terms and provisions of this Lease.




          44.5 Partial Invalidity. If any term, covenant, condition or provision of this Lease
is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of
the provisions shall remain in full force and effect and shall in no way be affected, impaired or
invalidated.




          44.6 Authority. The person(s) executing this Lease warrants that he or she has the
authority to execute this Lease and has obtained or has the requisite corporate or other authority
to do the same.




-22-









 








          44.7 Counterparts. This Lease may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Each party may execute a facsimile counterpart signature page to be
followed by an original counterpart. Each such facsimile counterpart signature page shall
constitute a valid and binding obligation of the party signing such facsimile counterpart.




          44.8 CC&Rs. Tenant agrees to comply with the provisions of any and all covenants,
conditions and restrictions (collectively, “CC&Rs”), which encumber the Premises as of or after the
Lease Date, and any amendments, additions or modifications thereto in which Tenant has been
provided written notice of by Landlord.




          44.9 Execution. Submission of this instrument for examination or signature by Tenant
does not constitute a reservation of or an option for lease, and it is not effective as a lease or
otherwise until execution and delivery by both Landlord and Tenant.




     IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement in duplicate as of
the day and year first above written.



	 	 	 	 	 	 	 	 	 
	LANDLORD:	 	 	 	TENANT:
	 
	 	 	 	 	 	 	 	 
	MP HOLDINGS, LLC, a California limited liability company	 	VIRTUAL ALERT, a California corporation
	 
	 	 	 	 	 	 	 	 
	By:

	 	McClellan	 	Business Park LLC, a Delaware limited liability company
	 	By:	 	/s/ Dan Lintz
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	LK McCLELLAN, LLC, a California limited liability company
	 	Name:	 	Dan Lintz
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Its:
	 	Member
	 	Title:	 	CEO
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Date: 10/14/04
	 
	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/Larry D.Kelley
	 	 
	 

	 	 	 	 

Larry D. Kelley
	 	 
	 

	 	 	 	Date: 10/15/04	 	 







-23-









 








EXHIBITS




	 	 	 	 	 
	Exhibit A-1 -

	 	McClellan
	 	 
	 
	 	 	 	 
	Exhibit A-2 -

	 	Premises	 	 
	 
	 	 	 	 
	Exhibit A-3 -

	 	Building	 	 
	 
	 	 	 	 
	Exhibit A-4 -

	 	Parking Areas	 	 
	 
	 	 	 	 
	Exhibit B -

	 	Work Letter Agreement	 	 
	 
	 	 	 	 
	Exhibit C -

	 	Declaration of Lease Commencement	 	 
	 
	 	 	 	 
	Exhibit D -

	 	Environmental Questionnaire	 	 
	 
	 	 	 	 
	Exhibit D1 -

	 	Air Force Notification Request	 	 
	 
	 	 	 	 
	Exhibit D2 -

	 	Sewer Use Questionnaire	 	 
	 
	 	 	 	 
	Exhibit E -

	 	Environmental Certificate	 	 
	 
	 	 	 	 
	Exhibit F -

	 	Environmental Disclosure	 	 
	 
	 	 	 	 
	Exhibit G -

	 	Janitorial Specifications	 	 
	 
	 	 	 	 
	Exhibit H -

	 	Asbestos Notification	 	 
	 
	 	 	 	 
	Exhibit I -

	 	Computer Room and North Office	 	 
	 
	 	 	 	 
	Exhibit J -

	 	Rules and Regulations	 	 
	 
	 	 	 	 
	Exhibit K -

	 	McClellan Use Documentation	 	 







-1-










 






EXHIBIT A-1




McCLELLAN





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EXHIBIT A-2




PREMISES




(5112 Arnold Avenue)




-1-









 













 









 








EXHIBIT A-3




BUILDING 21




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EXHIBIT A-4




PARKING AREAS




-1-









 













 









 








EXHIBIT B




WORK LETTER AGREEMENT




[Landlord Performs Work]

[Turn Key]




     This Work Letter Agreement (“Work Letter") is executed simultaneously with that certain Net
Lease (the “Lease") between VIRTUAL ALERT, a California corporation, as “Tenant", and MP HOLDINGS,
LLC, a California limited liability company, as “Landlord", relating to demised premises
(“Premises") at the building commonly known as Building 21, 5112 Arnold Avenue (the “Building"),
which Premises are more fully identified in the Lease. Capitalized terms used herein, unless
otherwise defined in this Work Letter, shall have the respective meanings ascribed to them in the
Lease.



     For and in consideration of the agreement to lease the Premises and the mutual covenants
contained herein and in the Lease, Landlord and Tenant hereby agree as follows:



     1. Tenant’s Initial Plans; the Work. Tenant desires Landlord to perform those
improvements (“Tenant Improvements") described on Schedule 1 in the Premises in substantial
accordance with the plan or plans (collectively, the “Initial Plan") prepared by Landlord on or
before September 29, 2005. Such work, as shown in the Initial Plan and as more fully detailed in
the Working Drawings (as defined and described in Section 2 below), shall be hereinafter referred
to as the “Work". Tenant shall deliver to Landlord information necessary for Landlord’s completion
of the Initial Plan within three (3) days of receipt of written notice. Neither the approval by
Landlord of the Work or Initial Plan or any other plans, drawings, specifications or other items
associated with the Work nor Landlord’s performance, supervision or monitoring of the Work shall
constitute any warranty by Landlord to Tenant of the adequacy of the design for Tenant’s intended
use of the Premises.



     2. Working Drawings. If necessary for the performance of the Work and not included as
part of the Initial Plan attached hereto, Landlord shall prepare or cause to be prepared final
working drawings and specifications for the Work (the “Working Drawings") based on and consistent
with the Initial Plan and the other plans, drawings, specifications, finish details and other
information furnished by Tenant to Landlord and approved by Landlord pursuant to Section 1 above.
So long as the Working Drawings are consistent with the Initial Plan, Tenant shall approve the
Working Drawings within three (3) days after receipt of same from Landlord by initialing and
returning to Landlord each sheet of the Working Drawings or by executing Landlord’s approval form
then in use, whichever method of approval Landlord may designate.



     3. Tenant Improvement Cost. Landlord shall provide Tenant with a written expense
summary of its cost of completing the Tenant Improvements prior to the Commencement Date, which
cost is referred to as the “Tenant Improvement Cost.”



     4. Authorization to Proceed. Landlord may proceed with the Work at any time after the
execution of this Work Letter and the completion of the Working Drawings, if applicable; provided,
however, that Landlord, at it option, may request Tenant to execute and deliver to Landlord a
separate written authorization (in the form then in use by Landlord) to proceed with the Work, in
which event Tenant shall execute and deliver such written authorization within three (3) days after
Landlord’s request therefor, and, at Landlord’s option, no Work shall be commenced until Tenant has
executed and delivered to Landlord such authorization.



     5. Substantial Completion. Landlord shall cause the Work to be “Substantially
Completed” as soon as possible following the “Anticipated Commencement Date” subject to “Force
Majeure Delays” (as such terms are defined in the Lease) and also subject to “Tenant Delays” (as
defined and described in Section 6 of this Work Letter).



     6. Tenant Delays. “Tenant Delays” shall be any one of the following:



-1-









 





          (1) the failure of Tenant to furnish all or any plans, drawings, specifications, finish
details or the other information required under Section 1 above on or before the date stated in
Section 1;




          (2) the failure of Tenant to grant approval of the Working Drawings within the time required
under Section 2 above;




          (3) the failure of Tenant to comply with the requirements of Section 4 above;




          (4) Tenant’s requirements for special work or materials, finishes, or installations other than
the Building Standards or Tenant’s requirement for special construction staging or phasing;




          (5) the performance of any Additional Work (as defined in Section 7 below) requested by Tenant
or the performance of any work in the Premises by any person, firm or corporation employed by or on
behalf of Tenant, or any failure to complete or delay in completion of such work; or




          (6) any other act or omission of Tenant that causes a delay.




     7. Additional Work. Upon Tenant’s request and submission by Tenant (at Tenant’s sole
cost and expense) of the necessary information and/or plans and specifications for work other than
the Work described in the Working Drawings (“Additional Work") and the approval by Landlord of such
Additional Work, which approval Landlord agrees shall not be unreasonably withheld, Landlord shall
perform such Additional Work, at Tenant’s sole cost and expense, subject, however, to the following
provisions of this Section 7. Prior to commencing any Additional Work requested by Tenant,
Landlord shall submit to Tenant a written statement of the cost of such Additional Work, which cost
shall include a fee payable to Landlord in the amount of 25% of the total cost of such Additional
Work as compensation to Landlord for monitoring the Additional Work (“Landlord’s Additional
Compensation"), and, concurrently with such statement of cost, Landlord shall also submit to Tenant
a proposed tenant extra order (the “TEO”) for the Additional Work in the standard form then in use
by Landlord. Tenant shall execute and deliver to Landlord such TEO and shall pay to Landlord the
entire cost of the Additional Work, including Landlord’s Additional Compensation (as reflected in
Landlord’s statement of such cost), within five (5) days after Landlord’s submission of such
statement and TEO to Tenant. If Tenant fails to execute or deliver such TEO or pay the entire cost
of such Additional Work within such 5-day period, then Landlord shall not be obligated to do any of
the Additional Work and may proceed to do only the Work, as specified in the Working Drawings.



     8. [Intentionally Deleted]



     9. Lease Provisions. The terms and provisions of the Lease, insofar as they are
applicable to this Work Letter are hereby incorporated herein by reference. All amounts payable by
Tenant to Landlord hereunder shall be deemed to be additional Rent under the Lease and, upon any
default in the payment of same, Landlord shall have all of the rights and remedies provided for in
the Lease.



     10. Miscellaneous.



          (i) This Work Letter shall be governed by the laws of the state in which the Premises are
located.




          (ii) This Work Letter may not be amended except by a written instrument signed by the party or
parties to be bound thereby.




          (iii) Any person signing this Work Letter on behalf of Tenant warrants and represents he/she
has authority to sign and deliver this Work Letter and bind Tenant.




          (iv) Notices under this Work Letter shall be given in the same manner as under the Lease.




          (v) The headings set forth herein are for convenience only.




-2-









 








          (vi) This Work Letter sets forth the entire agreement of Tenant and Landlord regarding the
Work.




          (vii) In the event that the final working drawings and specifications are included as part of
the Initial Plan attached hereto, or in the event Landlord performs the Work without the necessity
of preparing working drawings and specifications, then whenever the term “Working Drawings” is used
in this Agreement,




          (viii) such term shall be deemed to refer to the Initial Plan and all supplemental plans and
specifications approved by Landlord.



IN
WITNESS WHEREOF, this Work Letter Agreement is executed as of the 15th day of October, 2004.




	 	 	 	 	 	 	 	 	 	 	 
	LANDLORD:	 	 	 	 	 	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	MP HOLDINGS, LLC, a California limited liability

company	 	 	 	VIRTUAL ALERT, a California corporation
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	McClellan Business Park LLC, a Delaware
limited liability company	 	 	 	By:	 	/s/ Dan Lintz
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:
	 	LK McCLELLAN, LLC, a
California limited liability company

	 	 	 	Title:	 	CEO
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Its:
	 	Member

	 	 	 	Date:	 	10/14/04
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By	 	/s/ Larry D. Kelly	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Larry D. Kelley	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Date:	 	10/15/04	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





-3-









 






SCHEDULE 1




Landlord’s Work- (to be completed at Landlord’s expense.)





	 	1.	 	Construct a building standard demising wall to separate the Premises from the remainder
of the Building.
	 
	 	2.	 	Modify the existing restrooms within the Premises as needed to meet building department
requirements including accessibility.
	 
	 	3.	 	Replace stained and damaged ceiling tiles.
	 
	 	4.	 	Provide functioning Building standard HVAC in good working order pursuant to Section 9
of the Lease. Landlord shall install an override system to allow Tenant to use Utilities
during Non-Business Hours.
	 
	 	5.	 	Professionally clean existing carpet.
	 
	 	6.	 	Deliver the Premises in broom clean condition.





Tenant Improvements- (to be completed by Landlord and amortized at 10% over the term.)





	 	1.	 	Install a sink, counter and lower cabinet in the breakroom.
	 
	 	2.	 	Install a door in the South conference room wall adjacent to the breakroom.




-4-









 











EXHIBIT C



This is to confirm that the Commencement Date, as defined in Section 2.2 of the attached lease, for
the property commonly known as 5112 Arnold Avenue, Building 21, and containing approximately 8,969
square feet pursuant to the lease dated September 20, 2004 between MP HOLDINGS, LLC, a California
limited liability company and VIRTUAL ALERT, a California corporation, is, for all purposes, agreed
to be ___, 20___.




	 	 	 	 	 	 	 	 	 	 	 
	LANDLORD:	 	 	 	 	 	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	MP HOLDINGS, LLC, a California limited liability
company	 	 	 	VIRTUAL ALERT, a California corporation
	 

	 	 	 	 	 	 	 	

By:

 





Name:

 





Title:

 





Date:

 




	 

	 	 	 	 	 	 	 
	By:	 	McClellan Business Park LLC, a Delaware
limited liability company	 	 	 
	 

	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 

	 	By:
	 	LK McCLELLAN, LLC, a
California limited liability company

	 	 	 
	 

	 	 	 	 	 	 	 
	 

	 	Its:
	 	Member

	 	 	 
	 

	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Larry D. Kelley	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Date:	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 






-1-









 







EXHIBIT D




ENVIRONMENTAL QUESTIONNAIRE




     The purpose of this form is to obtain information regarding the use, if any, of hazardous
substances in the process proposed on the premises to be leased. Any such use must be approved in
writing by Landlord. Prospective tenants should answer the questions in light of their proposed
operations on the premises. Existing tenants should answer the questions as they relate to ongoing
operations on the premises and should update any information previously submitted. If additional
space is needed to answer the questions, you may attach separate sheets of paper to this form.



     Your cooperation in this matter is appreciated. Any questions should be directed to, and when
completed, the form should be mailed to:


Alan Hersh, Senior Vice President

McClellan Business Park

3140 Peacekeeper Way

McClellan, California 95652

(916) 965-7100; (916) 568-2764 fax

ash@mcclellanpark.com



     1. General Information.



	 	 	 
	Name of Responding
Company: VIRTUAL ALERT, a California corporation
	 
	 	 
	Check the Applicable Status:
	 	 
	 

	 	 

	 
	 	 
	Prospective Tenant o                      Existing Tenant o
	 
	 	 
	Mailing Address:
	 	 
	 

	 	 

	 
	 	 
	 

	 
	 	 
	Contact Person and Title:
	 	 
	 

	 	 

	 
	 	 
	Telephone Number: (___)
	 	 
	 

	 	 

	 
	 	 
	McClellan Park
(MP) Address of Proposed Premises to be Leased: 
	 	 	 

	 
	 	 
	 

	 
	 	 
	Length of Lease Term:
	 	 
	 

	 	 

	 
	 	 
	Your Standard Industrial Classification (SIC) Code Number: ________
	 
	 	 
	Describe the proposed operations to take place on the property, including
principal products manufactured, services and a brief process flow description
to be conducted. Existing tenants should describe any proposed changes to
ongoing operations.
	 
	 	 
	 

	 
	 	 
	 

	 
	 	 
	 

	 
	 	 
	 







-1-









 






2. Use and/or Storage of Hazardous Materials.





	 	2.1	 	Will any hazardous materials be used or stored onsite?
	 
	 	 	 	Hazardous Wastes
                              Yes
o
             No o
	 
	 	 	 	Hazardous Chemical Products
           Yes
o
             No o
	 
	 	2.2	 	Attach the list of any hazardous materials/wastes to be used, stored, or generated
the quantities that will be onsite at any given time, and the location and method of
storage (e.g., 55-gallon drums on concrete pad).
	 
	 	2.3	 	Does your company handle hazardous materials in a quantity equal to or exceeding
an aggregate of 500 pounds, 55 gallons, or 200 cubic feet?
	 
	 	 	 	Yes o                                           No o
	 
	 	 	 	If yes please provide Material Safety Data Sheets (MSDS) on such materials.
	 
	 	2.4	 	Has your business filed for a Consolidated Hazardous Materials Permit from the
Sacramento County Environmental Management Department?
	 
	 	 	 	Yes o                                           No o
	 
	 	 	 	If so, attach a copy of the permit application.
	 
	 	2.5	 	Are any of the chemicals used in your operations regulated under Proposition 65?
	 
	 	 	 	Yes o                                           No o
	 
	 	 	 	If so, describe the actions taken, or proposed to be taken, to comply with
Proposition 65 requirements.

 




	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	2.6	 	Do you store or use or intend to store or use acutely hazardous materials above
threshold quantities requiring you to prepare a risk management plan (RMP)?
	 
	 	 	 	Yes o                                           No o
	 
	 	2.7	 	Describe the procedures followed to comply with OSHA Hazard Communication Standard
requirements.

 





	 
	 	 	 	 

	 
	 	 	 	 






3. Storage Tanks and Pumps.





	 	3.1	 	Are any above or below ground storage of gasoline, diesel, or other
hazardous substances in tanks or pumps being used as a part of your present
process or proposed for use on this leased premises?
	 
	 	 	 	Yes o                                           No o
	 
	 	 	 	If yes, describe the materials to be stored, and the type, size and
construction of the pump or tank. Attach copies of any permits
obtained for the storage of such substances.
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	3.2	 	If you have an above ground storage tank (AST), do you have a spill
prevention containment and countermeasures (SPCC) plan?
	 
	 	 	 	Yes o                                           No o                      Not Applicable o




-2-









 






	 	3.3	 	Have any tanks, pumps or piping at you existing facilities been inspected
or tested for leakage?
	 
	 	 	 	Yes o                                           No o                      Not Applicable o
	 
	 	 	 	If so, attach the results
	 
	 	3.4	 	Have any spills or leaks occurred from such tanks, pumps or piping?
	 
	 	 	 	Yes o                                           No o                      Not Applicable o
	 
	 	 	 	If so, describe. 
	 	 	 	 

	 
	 	 	 	 

	 
	 	3.5	 	Were any regulatory agencies notified of any spills or leaks?
	 
	 	 	 	Yes o                                           No o                      Not Applicable o
	 
	 	 	 	If so, attach copies of any spill reports filed, any clearance
letters or other correspondence from regulatory agencies relating
to the spill or leak.
	 
	 	3.6	 	Have any underground storage tanks, sumps or piping been taken out of
service or removed at the proposed facility or facilities that you operate?
	 
	 	 	 	Yes o                                           No o                      Not Applicable o
	 
	 	 	 	If yes, attach copies of any closure permits and clearance obtained
from regulatory agencies relating to closure and removal of such
tanks.





4. Spills.





	 	4.1	 	During the past year, have any spills occurred on any site you occupy?
	 
	 	 	 	Yes o                                           No o                      Not Applicable o
	 
	 	 	 	If so, please describe the spill and attach the results of any
process conducted to determine the extent of such spills.
	 
	 	4.2	 	Were any agencies notified in connection with such spills?
	 
	 	 	 	Yes o                                           No o                      Not Applicable o
	 
	 	 	 	If no, attach copies of any spill reports or other correspondence
with regulatory agencies.
	 
	 	4.3	 	Were any clean-up actions undertaken in connection with the spills?
	 
	 	 	 	Yes o                                           No o                      Not Applicable o
	 
	 	 	 	If so, briefly describe the actions taken. Attach copies of any
clearance letters obtained from any regulatory agencies involved
and the results of any final soil or groundwater sampling done upon
completion of the clean-up work.
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 






5. Waste Management.





	 	5.1	 	Has your business filed a Hazardous Material Plan with the Sacramento County
Environmental Management Department?
	 
	 	 	 	Yes o                                           No o
	 
	 	5.2	 	Has your company been issued an EPA Hazardous Waste Generator I.D. Number?
	 
	 	 	 	Yes o                                           No o






-3-










 








	 	 	 	If yes: EPA ID#                     
	 
	 	5.3	 	Has your company filed a biennial report as a hazardous waste generator?
	 
	 	 	 	Yes o           No o
	 
	 	 	 	If so, attach a copy of the most recent report filed,
	 
	 	5.4	 	Are hazardous wastes stores in secondary containments?
	 
	 	 	 	Yes o           No o
	 
	 	5.5	 	Do you utilize subcontractors for lighting/electrical, plumbing, HVAC, pest services,
landscaping and/or building maintenance services?
	 
	 	 	 	Yes o           No o
	 
	 	 	 	If yes, do any of these subcontractors store, mix or utilize chemicals on site?
	 
	 	 	 	Yes o           No o
	 
	 	 	 	If yes, what types and quantities?
	 
	 	 	 	 


	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	Attach the list of the hazardous waste, if any, generated or to be generated
at the premises, its hazard class and the quantity generated on a monthly
basis.
	 
	 	5.6	 	Describe the method(s) of disposal for each waste. Indicate where and how often
disposal will take place.
	 
	 	 	 	 


	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	5.7	 	Indicate the name of the person(s) responsible for maintaining copies of hazardous
waste manifests completed for offsite shipments of hazardous waste.
	 
	 	 	 	 


	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	5.8	 	Is any treatment, processing and recycling of hazardous wastes currently conducted or
proposed to be conducted at the premises:
	 
	 	 	 	Yes o           No o
	 
	 	 	 	If yes, please describe any existing or proposed treatment, processing or
recycling methods.
	 
	 	 	 	 


	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	5.9	 	Attach copies of any hazardous waste permits or licenses issued to your company with
respect to its operations on the premises.






	6.	 	Wastewater Treatment/Discharge.






	 	6.1	 	Will your proposed operation require the discharge of wastewater to (answer
Yes or No to each of the following)?
	 
	 	 	 	                    storm drain                                 sewer
	 
	 	 	 	                    surface water                               no industrial discharge
	 
	 	6.2	 	Does your business have a Sewer Use Questionnaire on file with Sacramento
Regional County Sanitation District?




-4-








 






	 	 	 	Yes o            No o
	 
	 	6.3	 	Is your wastewater treated before discharge?
	 
	 	 	 	Yes o           No o           Not Applicable o
	 
	 	 	 	If yes, describe the type of treatment conducted.
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	Does your business conduct operations outside the building or store
materials outside?
	 
	 	 	 	Yes o           No o           Not Applicable o
	 
	 	6.4	 	Do you have a Storm Water Pollution Prevention Plan (SWPPP)?
	 
	 	 	 	Yes
o          
No o
          Not
Applicable o
	 
	 	6.5	 	Does your business have a General Permit for storm water discharge
associated with industrial activity?
	 
	 	 	 	Yes o           No o           Not Applicable o
	 
	 	6.6	 	Does your business operate under a National Pollution Discharge Elimination
System (NPDES) Permit?
	 
	 	 	 	Yes o           No o           Not Applicable o
	 
	 	6.7	 	Attach copies of any wastewater discharge permits issued to your company
with respect to its operations on the premises.






	7.	 	Air Discharges. 1






	 	7.1	 	Do you have or intend to have any air filtration systems or stacks that discharge into the air?
	 
	 	 	 	Yes o           No o
	 
	 	7.2	 	Do you operate or plan to operate any of the following types of equipment, or any other
equipment requiring an air emissions permit (answer Yes or No to each of the following)?





	 	 	 	 	 	 	 
	 

	 	Spray booth
	 	Yes o
	 	Noo
	 

	 	Dip tank
	 	Yes o
	 	Noo
	 

	 	Drying oven
	 	Yes o
	 	Noo
	 

	 	Incinerator
	 	Yes o
	 	Noo
	 

	 	Other (please describe)
	 	Yes o
	 	Noo
	 

	 	Boiler
	 	Yes o
	 	Noo
	 

	 	I/C Engine
	 	Yes o
	 	Noo
	 

	 	Emergency Backup Generator
	 	Yes o
	 	Noo
	 

	 	Processes that apply coatings, inks,

adhesives or use solvents
	 	Yes o
	 	Noo







	 	7.3	 	Do you emit or plan to emit any toxic air contaminates?
	 
	 	 	 	Yes o           No o
	 
	 	7.4	 	Are air emissions from your operations monitored?
	 
	 	 	 	Yes o           No o
	 
	 	 	 	If so, indicate the frequency of monitoring and a description of the monitoring results.
	 
	 	 	 	 








 




			
	1	 	NOTE: Businesses will have to comply with prohibitory rules regardless of whether they have or need a permit.




-5-








 













	 	 	 	 

	 
	 	 	 	 

	 
	 	7.5	 	Attach copies of any air emissions permits pertaining to your operations on the premises.






	8.	 	Enforcement Actions, Complaints.






	 	8.1	 	Has your company, within the past five years, ever been subject to any agency enforcement
actions, administrative orders, or consent decrees?
	 
	 	 	 	Yes o           No o
	 
	 	 	 	If so, describe the actions and any continuing compliance obligations imposed as a
result of these actions.
	 
	 	 	 	 


	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	8.2	 	Has your company ever received requests for information, notice or demand letters, or any other
inquiries regarding its operations?
	 
	 	 	 	Yes o           No o
	 
	 	8.3	 	Have there ever been, or are there now pending, any lawsuits against the company regarding any
environmental or health and safety concerns?
	 
	 	 	 	Yes o           No o
	 
	 	8.4	 	Has any environmental audit ever been conducted at your company’s current facility?
	 
	 	 	 	Yes o           No o
	 
	 	 	 	If so, discuss the results of the audit.
	 
	 	 	 	 


	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	8.5	 	Have there been any problems or complaints from neighbors at the company’s current facility?
	 
	 	 	 	Yes o           No o
	 
	 	 	 	Please describe:
	 	 	 	 


	 	 	 	 

	 	 	 	 





The undersigned hereby certifies that all of the information contained in this questionnaire is accurate and correct.




	 	 	 	 	 
	 	 	VIRTUAL ALERT, a California corporation
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 	 






-6-








 








EXHIBIT D-1




AIR FORCE NOTIFICATION REQUEST



From time to time various environmental proposals, construction projects, and modifications to
existing systems will be undertaken by the Environmental Management group at McClellan AFB. These
projects may temporarily create disruption in the operation of your business.



To provide adequate notification and to allow your input on these projects, and/or changes,
Environmental Management will notify you in advance of new projects or changes. Please complete
the information request form where you would like information sent.




Notification Request Form




	 	 	 	 	 	 	 
	Leased Space:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Building:

	 	21 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Bay:

	 	N/A	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Square Footage:

	 	8,969 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Use:

	 	Office and related uses	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Lease Start Date:

	 	 	 	Lease End Date:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Business Name:	 	VIRTUAL ALERT, a California corporation
	 	 	 
	 
	 	 	 	 	 	 
	Contact Name:

	 	Chris Popov	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Email:
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Telephone:
	 	 	 	 	 	 
	 	 	 






-1-








 











EXHIBIT D-2




SEWER USE QUESTIONNAIRE

(McClellan Park)




Sacramento Regional County Sanitation District



As part of its mission to provide environmentally sound and economically responsible sewer service
to its customers, the Sacramento Regional County Sanitation District (District) has a program to
control the types and amounts of waste discharged to the sewer system. As part of this program the
District requires that all businesses complete a Sewer Use Questionnaire. This questionnaire must
be completed regardless of whether or not the discharge is connected to the sewer or to a septic
system. This will allow us to update our records accurately.




Instructions





	•	 	Please, print legibly or type.






	•	 	Complete all information that applies to your business






	•	 	Optional information items are not required but may allow us to
waive follow-up information requests and/or inspections.





	 	 	 	 	 	 	 
	 	 	 	 	 
	la.	 	 	Name of Responding Company: VIRTUAL ALERT, a California corporation	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	Mailing Address:	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	Contact Person: Chris Popov
	 	Telephone:	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	lb.	 	 	Proposed/Existing Tenant Company Name: VIRTUAL ALERT, a California corporation	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Identify Street Address, Suite Nos. and Building Nos. of the facility(ies) at McClellan Park:	 
	 
	 	 	 	 	 	 
	 	 	 	5112 Arnold Avenue, Building 21, McClellan, California 95652	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	Contact Person:
	 	Telephone:	 
	 
	 	 	 	 	 	 
	 	 	 	 	 






-1-








 










	 	 	 	 	 
	 

	 	 	 	 
	2.

	 	 	Description of business(es): Office and related uses	 
	 

	 	 	(list types of products/services/processes)	 
	 

	 	 	 	 





	 	 	 	 	 
	 

	 	 	 	 
	3.

	 	 	Identify total square footage of
facility (further detail square footage of differing use: e.g., production, warehouse, office space): 8,969	 
	 

	 	 	 	 






	4.	 	Optional - North American Industry Classification System (NAICS) code number:                    
	 
	 	 	(formerly SIC code). This entry, either SIC or NAICS, is helpful to us if you have it available.

	 
	 	 	(If you do not know your NAICS code you may call the Industrial Waste Section at 875-6470 and we
can look it up for you.)
	 
	5.	 	Number of full-time employees at this location:                                        
	 
	6.	 	Business hours:                                        
	 
	7.	 	Excluding rest rooms, lunchroom, and landscape watering, do you use water in any of your business
activities? o Yes            o No
	 
	8.	 	Describe business activities (processes) which generate wastewater at this location:
	 
	 	 	 

	 
	 	 	 

	 
	9.	 	Excluding sanitary wastewater, approximate amount of process wastewater discharged to the sewer
per day:
	 
	 	 	 





-2-








 








	10.	 	List any substances, materials, or chemicals that may be present in your wastewater.	 
	 	 	 	 
	 	 	 

	
 



	 	 	 	 
	 	 	 
	
 



	 	 	 	 
	 	 	 
	
 



	 	 	 	 
	 	 	 
	
 



	 	 	(You may attach additional sheets if necessary.)
	 	 	 

	11.	 	Do you (or a contractor) discharge or plan to discharge surface cleaning* wastewater to
the sewer system at your place of business?
 o Yes           o No







 




			
	*	 	Surface cleaning is generally defined as any activity which uses powered cleaning equipment and water to
remove any substance from outside surfaces. Surface cleaning includes, but is not limited to,
transportation related washing (vehicle and lot washing, etc.), structural cleaning (sidewalks, plazas,
service stations, buildings, etc.), food related cleaning (restaurant and grocery alleys, kitchen grease
fixtures, lunch wagons, etc.).






	12.	 	Do you have any of the following? (Circle one)
	 
	 	 	          Sump      Oil/sand/water interceptor      Grease Trap      Grease Interceptor      None





I certify that the information furnished herein is true and correct to the best of my
knowledge. (Must be signed by operator or manager of the facility.)



	 	 	 	 	 	 	 
	Signature:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 
	Name (type or print):
	 	 	 	 	 	 
	 	 	 
	Title:
	 	 	 	 	 	 
	 	 	 





Make a copy for your records and send completed questionnaire to:

          McClellan Park

          3140 Peacekeeper Way

          McClellan, CA 95652

          Attention: Legal Department




-3-








 







EXHIBIT E




ENVIRONMENTAL CERTIFICATE




[Attached]





-1-








 







	 	 	 
	

	 	






McClellan Air Force Base




Supplemental Finding of Suitability to Lease




January 2001




for




Group Six Facilities




Air Force Base Conversion Agency




 









 








Supplemental Finding of Suitability to Lease (SFOSL)




for




Group 6 Facilities




McClellan AFB, CA




1. PURPOSE




     1.1 The purpose of this Supplemental Finding of Suitability to Lease (SFOSL) is to document
specific environmental conditions and findings related to the delivery of possession of Group 6
facilities, McClellan Air Force Base (AFB), California, to the County of Sacramento, under the
terms of an Economic Development Conveyance (EDC). Specifically, this SFOSL documents any changes
to the environmental condition of the property since the development and execution of the Basewide
Finding of Suitability to Lease (FOSL) dated August 1998. The subject property is described in
Section 2 below. The property is to be leased in furtherance of a planned deed conveyance.
Planned reuse of the Group 6 facilities by the County of Sacramento assumes “like use”. Facility
use is assumed to remain industrial, light industrial, administrative, residential, and retail in
nature. The “like use” assumption is based upon the Refined General Reuse Plan (June 1997)
currently in effect. However, the County of Sacramento is revising its General Reuse Plan.



     1.2 This SFOSL is based on an analysis of information contained in the following documents:
(1) the Final Programmatic Environmental Impact Statement for Disposal and the Environmental Impact
Report (FPEIS/EIR) for Reuse and Rezoning of McClellan AFB, California dated July 1997; (2) the
Basewide Environmental Baseline Survey (EBS) dated November 1996; (3) the Final Supplemental EBS
(SEBS) for the property dated July 1997 (as amended December, 1997); (4) the Visual Site
Inspections/Physical Site Inspections (VSIs/PSIs) conducted in conjunction with the SEBS and
supplemental VSIs conducted in December 1997; (5) the Basewide Finding of Suitability to Lease
(FOSL) dated August 1998; (6) the draft Supplemental Site Specific Environmental Baseline Survey
(SSSEBS) for Group 6 Facilities dated July 2000, which includes the most recent VSI/PSI conducted
between April 2000 and May 2000; and (7) the McClellan AFB BRAC Cleanup Plan dated April 1999; and
(8) Fourth Edition of the Water Quality Control Plan (Basin Plan) for the Sacramento River and San
Joaquin River Basins, revised September 15, 1998.



2. PROPERTY DESCRIPTION




     The property to be leased includes facility Clusters 6A, 6B, and 6C shown on Attachments 1 and
2. The property includes the facilities Listed below, associated pavement, parking lots, and
acreage:




Cluster 6A: Buildings/Facilities — 14, 15, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28,
49, 50, 53, 54, 55, 56, 58, 91, 262-A, 262-B, 263-B, 263-C, 263-D, 263-E, 263-F, 264, 267,
269-B, 269-C, 269-D, 269-E, 269-F, 269-G, 269-H, 310, 334, 335, 336, 338, 339, 347-A, 347-B,
347-C, and 347-D.



SFOSL for McClellan AFB Group 6 Facilities





 









 









Cluster 6B: Buildings/Facilities — 1, 2, 3, 4, 7, 8, 9, 10, 30, 34, 35, 36, 70, 71,
72, 73, 74, 75, 76, 77, 78, 79, 80, 87, 89, 90, 93, 94, 95, 96, 97, 99, 100, 101, 102, 103,
104, 105, 106, 107, 108, 109, 110, 111, 112, 113, 134, 150, 152, 941, 942, 951, and 952.




Cluster 6C: Building/Facilities — 558, 563, 564, 565, 900, 903, 905, 920, 922, 923, 924,
929, 944, 945, 946, 947, 960, 1010, 1012, 1017, 1019, 1040, 1041, 1042, 1043, 1044, 1045,
1047, 1050, 1056, 1058, 1059, 1060, 1061, 1401, 1403, 1405, 1406, 1407, 1410, 1412, 1417,
1420, 1423, 1425, 1427, 1430, 1434, 1435, 1436, 1438, 1439, 1440, 1441, 1442, 1445, 1446,
1455, 1457, 1458, 1470, 1472, 9075, and 9085.



3. NATIONAL ENVIRONMENTAL POLICY ACT (NEPA)




     The environmental impact of this proposal has been adequately analyzed and disclosed in
compliance with NEPA. This impact is analyzed in the FPEIS/EIR. Based on this analysis, the
environmental impact of proceeding with the delivery of possession under the EDC is not
sufficiently adverse to human health and the environment to outweigh the advantages to the
community, and the public interest of the transfer of possession under the EDC and to prevent the
proposed use of the property.



4. ENVIRONMENTAL CONDITION OF THE PROPERTY




     Based on a review of the Basewide FOSL, the EBS, SEBS, SSSEBS and VSIs/PSIs, the property is
classified Environmental Condition Categories (ECC) 1 through 7.



     Cluster 6A. The overall ECC for the Cluster 6A footprint is category 7 (see Figure 5-1a of
the Group 6 SSSEBS) because areas of soil and soil gas within the footprint are currently
designated category 7. Buildings 19 and 56 are designated category 7 due to radiological data
gaps. Facility, soil, and soil gas condition of property data gaps for the Cluster 6A property
footprint are further explained in Section 6.0 of the SSSEBS.



     Cluster 6B. The overall ECC for the Cluster 6B footprint is category 6 (see Figure 5-lb of
the Group 6 SSSEBS) because areas of soil gas and groundwater within the footprint are currently
designated category 6.



     Cluster 6C. The overall ECC for the Cluster 6C footprint is category 6 (see Figure 5-1c of
the Group 6 SSSEBS) because areas of soil, soil gas, and groundwater within the footprint are
currently designated category 6.



     It should be noted that significant areas within the clusters are category 5 and 6.
Remediation has already been initiated within large portions of these clusters where it is already
known that remediation is necessary. The Contamination Status Maps are included in Chapter 5 of
the SSSEBS.



     Definitions of the 7 ECCs are as follows:



     Category 1: Areas where no release or disposal of hazardous substances or petroleum products
has occurred (including no migration of these substances from adjacent areas).



SFOSL for McClellan AFB Group 6 Facilities





- 2 -









 








     Category 2: Areas where only release or disposal of petroleum products has occurred.



     Category 3: Areas where release, disposal, and/or migration of hazardous substances has
occurred, but at concentrations that do not require a removal or remedial response.



     Category 4: Areas where release, disposal, and/or migration of hazardous substances has
occurred, and removal or remedial actions to protect human health and the environment have been
taken.



     Category 5: Areas where release, disposal, and/or migration of hazardous substances has
occurred, and removal or remedial actions are under way, but all required remedial actions have not
yet been taken.



     Category 6: Areas where release, disposal and/or migration of hazardous substances has
occurred, but required actions have not yet been implemented.



     Category 7: Areas that are not evaluated or require additional evaluation.



	 	 	 	 	 
	Environmental Condition of Property
	Cluster	 	Overall Property Category
	6A
	 	 	7	 
	6B
	 	 	6	 
	6C
	 	 	6	 






5. LEASE RESTRICTIONS AND NOTIFICATIONS




     McClellan AFB is undergoing environmental cleanup to address contamination resulting from past
activities. The Site-Specific Supplemental Environmental Baseline Survey (SSSEBS) for Group 6
Facilities and Associated Properties provides notification to the Lessee of the environmental
condition of the property and potential risks to human health and the environment associated with
environmental contamination. The environmental documents listed in Section 1 were utilized to
identify environmental issues (see Attachment 3), which necessitate specific use restrictions under
the Lease, as described in this document. Specifically, these include restrictions on groundwater
usage and soil disturbing activities including drilling, excavation or removal of pavement. Any
construction activity with a potential for soil disturbance must have prior written Air Force
approval and coordination with applicable Federal and Sate regulatory agencies. The Air Force has
determined that adherence to these lease restrictions is necessary to adequately protect human
health and the environment until cleanup of the property is completed. Additional notification and
lease restrictions are described as follows:



     5.1 Hazardous Substances Notification



          A hazardous substance notification must be given if hazardous substances in quantities
exceeding 1,000 kilograms or the hazardous substance’s reportable quantity found at 40 CFR Part
302.4 (whichever is greater) were stored by the Air Force on the subject property for one (1) year
or more, or were known to have been released, treated, or disposed of on the property.




SFOSL for McClellan AFB Group 6 Facilities




- 3 -









 








          Past activities on the property have included the storage of reportable quantities of
hazardous substances as part of the industrial operations associated with the Group 6 facilities.
A list of hazardous substances known to be stored on the property for a period of one (1) year or
more is provided in Attachment 4, Notice of Hazardous Substances Stored. There were reported
releases on the property and a Notice of Hazardous Substances Released is provided in Attachment 5.
The property contains some level of contamination by hazardous substances (further addressed in
Section 5.2, Installation Restoration Program (IRP) and Areas of Concern [AOCs]). Hazardous
substance notice will be given in the lease documents of the type and quantity of hazardous
substances and the time at which storage for one (1) year or more, release, or disposal took place.




     5.2 Installation Restoration Program (IRP) and Areas of Concern (AOCs)



          There are IRP sites and adjacent IRP sites that impact the property to be leased. These IRP
sites are listed below and are further discussed in Section 3.6 of the accompanying Group 6 SSSEBS.
The Air Force has evaluated the risks associated with these sites and has determined that this
property can be used pursuant to the proposed lease, with the specified use restrictions identified
below, with acceptable risk to human health or the environment and without interference with the
environmental restoration process.




          SSSEBS Figures 3-la, 3-2a, and 3-3a show the cluster footprint and the locations of the
Cluster 6A, 6B, and 6C IRP sites. SSSEBS Figures 3-lb, 3-2b, and 3-3b identify the contamination
status of facilities within the footprint; further information regarding facility contamination
status for the Cluster 6A, 6B, and 6C property footprint is provided in SSSEBS Section 5.0. SSSEBS
Figures 3-1(c-e), 3-2(c-e), and 3-3(c-e) identify the contamination status of soil, soil gas, and
groundwater, respectively, within the Cluster 6A, 6B, and 6C property footprint. SSSEBS Figure
5-1(a-c) shows the overall composite contamination status of property within the footprint, taking
into account reported facility, soil, soil gas, and groundwater releases or contamination.




          SSSEBS Tables 3-4 through 3-6 provide the contamination status information for soil, soil gas,
and groundwater for IRP and other sites and property that fall within or overlap the Cluster 6A,
6B, and 6C footprint. Contaminants of concern (COCs) listed in these tables are only those
contaminants used to assign the current category; they do not necessarily mean that an action level
or preliminary remediation goal (PRG) has been exceeded. The COCs listed also do not necessarily
include all contaminants of potential concern (COPCs) identified for the site. Discussions within
SSSEBS Section 3.6 focus specifically on soil, soil gas, and groundwater contamination findings for
IRP sites and property within the Cluster 6A, 6B, and 6C footprint.




          Contamination levels are described in comparison to criteria used for site categorization and
are further described in the Base Realignment and Closure (BRAC) Cleanup Plan. These comparison
levels are: (1) the residential PRGs for metals and organic compounds in soil, (2) the
Tri-Regional Board Guideline of 100 mg/kg for only Total Petroleum Hydrocarbons (TPH) (gasoline and
diesel) in soil, (3) 1,000 parts per billion-volume (ppbv) for Volatile Organic Compounds (VOCs) in
soil gas (or 5,000 ppbv for Freon® or 1,000,000 ppbv for TPH), and (4) maximum contaminant levels
(MCLs) for groundwater. As part of the remedial investigation for some IRP sites on base, soil
samples were analyzed for VOCs. Therefore, for VOC




SFOSL for McClellan AFB Group 6 Facilities




- 4 -









 







concentrations that were reported in soils, residential PRGs for VOCs were also used as
criteria for the site’s soil categorization.




          Historical contaminant releases (e.g., discharges exceeding reporting limits from facility
activities resulting in soil, soil gas, and groundwater contamination) have been identified for
Clusters 6A, 6B, and 6C.




          Based on the information and evaluation described in SSSEBS Section 3.6, a potential risk to
public health from exposure to soil, soil gas, and groundwater exists at some locations within
Cluster 6A, 6B and 6C. The identified exposure routes would be one or several of the following:
(1) inhalation of contaminated vapors; (2) dermal contact with contaminated soil, and ingestion of
soil; and/or (3) groundwater. The potential for human exposure could be realized by removal of the
pavement over areas of contaminated soil or by use of groundwater for industrial or domestic
purposes. Consequently, restrictions will be placed on excavation and drilling activity as well as
drinking or using groundwater (including the installation of water supply wells) within the subject
property footprint. These activities as well as any other intrusive activities may be conducted
only with prior written approval of the Air Force, in consultation with the BRAC Cleanup Team or
other regulatory agencies. Additional groundwater and VOC vadose zone remediation actions to
protect human health and the environment will be addressed in the VOC record of decision (ROD)
planned for completion in June 2001. The lessee will be advised through the lease process that
some or all the response actions to be undertaken with respect to the Federal Facilities Agreement
or the McClellan AFB IRP may impact the lessee’s quiet use and enjoyment of the leased area.
Potential future risks from adjacent properties are discussed in SSSEBS Section 4.1.1.




          It should be noted that for all clusters the issue of allowable concentrations of volatile
organics in shallow soil has not been resolved. There could be Regulatory Agency restrictions on
the use of Buildings 24 and 310 based on concerns of the quality of indoor air due to the migration
of volatile organics in the shallow subsurface. Where data gaps exist, information gathered during
the closure of these data gaps could affect the conclusion of the risk assessment. There is a
potential risk to the public or to worker health from exposure to indoor soil gas due to high
concentrations (i.e., >1,000 ppbv) of VOCs reported in shallow soil gas beneath Buildings 24 and
310 (SA 037 and SA 053, respectively). Due to the potential risk from indoor soil gas exposure,
McClellan AFB (Bioenvironmental Engineering [SGPB]) will perform indoor air sampling within
Buildings 24 and 310 to determine if there are any measurable VOC concentrations. The Air Force is
conducting an evaluation of this potential hazard prior to building lease to determine the
potential for human health risks as a result of soil gas migration.




          The Lessee will be advised through the Lease documents of the locations of past, present, and
future remedial actions/investigations for Clusters 6A, 6B and 6C. The standards to which the
Group 6 IRP sites will be remediated will be selected and documented in a Final Record of Decision
(ROD). The ROD will select remedies and cleanup standards for specific IRP sites, rather than
entire reuse clusters. If the Lessee proposes to use the property for any type of residential use
or for occupancy by children under the age of seven years, the Lessee must first notify and obtain
the approval of the Air Force, which approval shall be subject to regulatory consultation by U.S.
Environmental Protection Agency Region IX, the California Department of Toxic Substance Control,
and the California Regional Water Quality Control Board (Central




SFOSL for McClellan AFB Group 6 Facilities




- 5 -









 







Valley Region). Any request for property use as a residential or child-occupied facility must
be accompanied by either an adequate risk assessment supported by data or a description of cleanup
conducted, including post cleanup sampling, to make property suitable for the intended reuse.




          The Lessee will be required under the Lease to comply with the provisions of any health and
safety plans in effect under the IRP. The Lessee will be advised through the Lease that some or
all of the response actions to be undertaken with respect to the Federal Facilities Agreement or
the McClellan AFB IRP may impact the Lessee’s quiet use and enjoyment of the leased area. The
Lessee will be restricted from conducting any type of excavation, digging, drilling, or other
ground disturbing activity without prior written Air Force approval and Air Force consultation with
applicable Federal and State regulatory agencies.




          Provisions will be placed in the Lease to allow the Air Force and regulatory agencies
unrestricted access to the leased property to conduct necessary investigation and/or cleanup
activities, as well as, provisions to ensure that environmental investigations and remedial
activities will not be disrupted at any time. Such provisions include, but are not limited to,
prohibiting activities that could disrupt any remediation activities or jeopardize the
effectiveness of those remedies, such as: (1) surface application of water that could impact the
migration of contaminated groundwater; (2) subsurface drilling or use of groundwater unless the Air
Force, after consultation with the regulators, determines that there will be no adverse impacts on
the cleanup process; or (3) construction that would interfere with, negatively impact, or restrict
access for cleanup work. The Lease will reserve non-exclusive right to allow continued access for
the Air Force (or its designated contractor) and regulatory agencies to monitor the effectiveness
of cleanup, perform five-year reviews, and/or take additional remedial or removal actions.




          Since groundwater clean-up standards have not been established via a final Record of Decision,
there is a potential risk associated with the use of groundwater for all groundwater environmental
condition category 3 property. Therefore, restrictions on groundwater use will be placed on those
areas designated environmental condition category 3 as it relates to groundwater as well as areas
of groundwater in which MCLs have been exceeded. Also, it should be mentioned that a Sacramento
County ordinance codifies a prohibition against drilling drinking water supply wells on and in the
vicinity of McClellan AFB.




          5.2.1 The following IRP sites are located within or overlap the Cluster 6A footprint:




               SA 049, SA 035, PRL S-014, SA 050, SA 041, SA 034, SA 038, SA 037, SA 040, SA 048, SA 053, SA
059, SA 058, SA 045, PRL S-020, and SA 109. Section 3.6.1 of the SSSEBS describes and evaluates
these sites in detail. TPH in soil has been reported at concentrations greater than Tri-Regional
Board Guidelines within the Cluster 6A property footprint. PCBs, cadmium, lead, chromium, VOCs,
cyanide, benzene, and metals have been reported at concentrations greater than residential PRGs
within Group 6A. In addition, VOC concentrations (TCE, 1,1-DCE, cis-1,2-DCE, carbon tetrachloride,
propene, chloroform, and benzene) greater than 1,000 ppbv and for Freon® 113 and Freon ® 11 at
concentrations greater than 5,000 ppbv have been reported in soil gas within the Cluster 6A
property footprint. Current



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groundwater data indicate that groundwater contamination is present beneath a majority of the
Cluster 6A property footprint at concentrations greater than MCLs.




               There are no landfills within 1,000 feet of facilities in Clusters 6A; structural monitoring
requirements pursuant to CCR, Title 27, Section 66265 are not required.



          5.2.2 The following site is located within the Cluster 6B footprint:




               AOC H-10. Section 3.6.2 of the SSSEBS describes and evaluates this site in detail.



               TPH in soil has been reported at concentrations greater than Tri-Regional Board Guidelines
within the Cluster 6B property footprint. TCE, carbon tetrachloride, 1,1-DCE, and cis-1,2-DCE have
been reported at concentrations greater than residential PRGs in soil gas within the Cluster 6B
property footprint. Current groundwater data indicates that groundwater contamination is present
beneath the Cluster 6B property footprint at concentrations greater than MCLs.



               There are no landfills within 1,000 feet of facilities in Clusters 6B; structural monitoring
requirements pursuant to CCR, Title 27, Section 66265 are not required.



          5.2.3 The following IRP sites are located within or overlap the Cluster 6C footprint:




               PRL L-001, AOC G-l, PRL S-042, AOC G-2, AOC H-1, PRL S-047, and AOC H-12. Section 3.6.3 of the
SSSEBS describes and evaluates these sites in detail.



               Total petroleum hydrocarbons as diesel (TPHD) in soil has been reported at concentrations
greater than Tri-Regional Board Guidelines within the Cluster 6C property footprint. Semi-volatile
organic compounds (SVOC) (i.e., polyaromatic compounds [PAH)), arsenic, and manganese are greater
than residential PRGs in some areas. In addition, VOC concentrations of TCE, BTEX and chloroform
greater than 1,000 ppbv have been reported in soil gas within Cluster 6C. Current groundwater data
indicate that groundwater contamination is present beneath Cluster 6C at concentrations greater
than MCLs.



               There is one landfill site (IRP site AOC G-1) within 1,000 feet of buildings/facilities in
Cluster 6C. The landfill site and buildings within 1,000 feet are described as follows:



               AOC G-1 is located within 1,000 feet of Buildings/Facilities 558, 563, 564, 565, 1010, 1017,
1019, 1040, 1041, 1042, 1043, 1044, 1045, 1047, 1050, 1056, 1058, 1059, 1060, 1061, 1403, 1405,
1406, 1407, 1410, 1412, 1420, 1423, 1425, 1430, 1434, 1435, 1436, 1438, 1439, 1440, 1441, 1442,
1445, 1455, 1457, 1458, 1470, and 1472. AOC G-1 is located in the northeast corner of the base,
covering the northern section of Cluster 6C. Two landfills were reportedly located within this
site from approximately 1966 to 1984 and reportedly contained buried debris and trash. (AOC G-1 is
also the site of a former small arms firing range.) TCE soil gas contamination was reported at one
RI sampling location within the site. However, no soil gas plume was identified during the RI of
AOC G-1. Based on RI soil gas results for this site



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and criteria presented in the 1999 Quality Assurance Project Plan (QAPP) (June 1999), there is
no soil gas source area at AOC G-1. Therefore, there is no indication of any subsurface landfill
gas migration from this site toward the subject property footprint, and structural monitoring
requirements pursuant to CCR, Title 27, Section 66265, are not required.




     5.3 Oil/Water Separators



               An inactive oil/water separator (OWS) exists within the Group 6C facilities at Building 900.
It is addressed within SSSEBS Section 3.1.5.4 and described within SSSEBS Appendix A, Table 3-2.
Locations of the wastewater collection items are identified in SSSEBS Figures 1-3a through 1-5d in
Section 1.0 and described in Table 3-2 in Appendix A. The Lessee will be advised through lease
documents of the location of the OWS.



               This non-permitted OWS was properly investigated and cleaned to prevent any accidental
releases from the OWS that may pose risks to human health and the environment. The sump and
associated IWL were grouted after cleaning.



               The Lease will restrict the Lessee from using the OWS. The Lessee will be allowed to install
OWSs that comply with Federal, State, and local environmental
regulations on a case-by-case basis,
subject to written approval by the Air Force. The Lessee will be responsible for obtaining any
required permits for operating such OWSs.



     5.4 Underground and Aboveground Storage Tanks (UST and AST)



          Storage tanks are located on the property as indicated in SSSEBS Section 3.7 and SSSEBS
Appendix A Table 3-7 and 3-8. As previously indicated in Section 5.2 above, the Lessee will be
restricted from conducting any subsurface excavation, digging, drilling, or other ground disturbing
activities without prior written approval from the Air Force. Provisions will be placed in the
Lease to allow the Air Force unrestricted access to the storage tank sites to conduct
investigations and/or cleanup activities.




          The Lessee shall be restricted from using any existing underground and aboveground storage
tanks within the leased property, unless the Air Force, in its sole discretion, grants its
approval, in writing subject to the following criteria: (1) the tanks must be pressure tested and
found to be in operational compliance with applicable Federal, State, and local laws and
regulations, and tank and piping system integrity must meet all 1998 Resource Conservation and
Recovery Act (RCRA) environmental standards; (2) the tanks must be needed to support reuse on
McClellan AFB; (3) cleanup of IRP sites in the vicinity linked with tanks should be completed, and
regulatory approval on formal site close-out must be obtained prior to the proposed reuse of any
such tanks linked to IRP sites (if applicable). In addition, the Lease will contain a list of
tanks that are not available for reuse. The Lessee will be allowed use of only those USTs that
have received an Air Force waiver for reuse. The Air Force is responsible for remediating
contamination caused by ASTs and USTs within the Group 6 property footprint.




          It should be noted that ASTs referred to in this section are permanent (non-portable) ASTs
used to store hazardous materials, hazardous wastes, or petroleum products, and do not include any
permanent or non-permanent ASTs used for non-hazardous materials storage or portable ASTs used for
hazardous waste storage (e.g., bowsers or holding tanks).




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          Fourteen ASTs containing hazardous materials, petroleum products, waste oil, and wastewater
were identified within the Group 6 property footprint. All ASTs will be cleaned and left in place
before turnover to the new users, except for those diesel fuel ASTs that will be transferred to tie
new user in their current condition.




          All formerly used USTs within the Group 6 property footprint have been removed or filled with
concrete and abandoned in place. All UST removals and abandonments were under the purview of the
Central Valley Regional Water Quality Control Board (CVRWQCB).




     5.5 Radiological



          Radiological substances have been used, stored, and released within the Group 6 facilities as
described in Section 3.8 of the SSSEBS. SSSEBS Figures 3-4a, 3-4b and 3-4c at the end of SSSEBS
Section 3.0 identify locations of use, storage, and release areas for radiological concerns.




          Radiological clearance by the Radioisotope Committee (RIC), the California Environmental
Protection Agency Department of Toxic Substances Control (DTSC), and the California Department of
Health Services is required before Buildings 19 and 56 can be conveyed to Sacramento County by a
lease supplement. It is estimated that Building 56 will be cleared for reuse in February 2001
while clearance on Building 19 is expected in June 2001. SSSEBS Table 3-10 provides a schedule for
when this facility will be surveyed and released for reuse. SSSEBS Section 3.8 identifies steps
required to clear radiological areas for unrestricted use.




     5.6 Asbestos-Containing Material (ACM)



          This section describes the presence and condition of asbestos-containing material (ACM) at
facilities within the Group 6 SSSEBS property footprint. ACM is present in the facilities within
this property as indicated in SSSEBS Section 3.11. Specific locations of ACM can be found in the
Basewide Asbestos Survey (Lee & Ro, 1996). A copy of this document is available for review at the
McClellan AFB EM office and has been provided to the County of Sacramento. The Basewide Asbestos
Survey effort did not include an evaluation of exterior facility materials such as roofing
materials and exterior siding. Unless otherwise noted, it should be assumed that the exterior
materials of Group 6 facilities have ACM.




          Assessments of Group 6 facilities are currently being conducted to determine potential ACM
hazards. As part of these assessments areas of torn, exposed, or damaged insulation, ceiling or
floor tiles, baseboards, sheetrock, transite siding, window caulking, or taping compound are
evaluated for potential ACM. Damaged areas of asbestos will be repaired or removed in accordance
with criteria developed by the McClellan AFB asbestos team and coordinated with the BRAC Cleanup
Team (BCT) prior to lease or transfer of the facility. Criteria developed are based on whether or
not the damaged areas of asbestos present an occupational health hazard.




          The Lease will require the Lessee to assume all responsibility for ACM in the facilities
within this property including the requirement to monitor the condition of existing ACM and comply
with all applicable laws and regulations relating to ACM. The Lease will also require




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the Lessee to remove or remediate any ACM which, during the period of the Lease, becomes
damaged or deteriorated. The Lease will also require the Lessee to submit an appropriate asbestos
disposal plan to the Air Force for approval prior to conducting any remediation activities.




     5.7 Lead-Based Paint (LBP) — [Other Facilities]



          Lead-based paint exists within Group 6 facilities as indicated in SSSEBS Section 3.12 and
SSSEBS Appendix A, Table 3-11.




          The Lessee will be notified through lease documents of the presence of LBP in these
facilities. The Lease will restrict construction, alteration, or modification (to include paint
stripping or sanding) without prior testing of the paint and notification of and written approval
by the Air Force prior to the initiation of the activity. The Lessee will be responsible for
managing all LBP and potential LBP in compliance with all applicable laws and regulations.




          The Lease will require the Lessee to permanently abate all LBP hazards in accordance with
standards established pursuant to state law or the Residential Lead-Based Paint Hazard Reduction
Act of 1992 (Title X of Public Law 102-550) prior to the use of the facilities for residential
habitation or common use of the property by children under seven years of age (such as a child care
center).




     5.8 Lead-Based Paint (LBP) — [High-Priority Facilities]



          Lead-based paint exists within housing units (officer and enlisted) on the property as
indicated in SSSEBS Section 3.12.




          The Lessee will be notified through lease documents of the presence of LBP in these
facilities. The Lease will restrict construction, alteration, or modification (to include paint
stripping or sanding) without prior testing of the paint and notification of and written approval
by the Air Force prior to the initiation of the activity. The Lessee will be responsible for
managing all LBP and potential LBP in compliance with all applicable laws and regulations.




          The Lease will require the Lessee to permanently abate all LBP hazards in accordance with
standards established pursuant to state law or the Residential Lead-Based Paint Hazard Reduction
Act of 1992 (Title X of Public Law 102-550) prior to the use of the facilities for residential
habitation or common use of the property by children under seven years of age (such as a child care
center).




     5.9 Polychlorinated Biphenyls (PCBs)



          SSSEBS Section 3.13 describes the current or former presence of any PCB oil transformers,
equipment and waste storage areas within the Group 6 property footprints. There are no documented
past spills of PCB-containing materials in Group 6 facilities.




          Light ballasts in facilities constructed prior to 1979 are suspected of containing PCB oils,
unless the facility has undergone light retrofitting. Besides facility age, ballast appearance was
also used as criteria for suspecting the possibility of PCB oils in the ballasts.




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          Serviceable PCB-containing equipment is not known to be present on the property to be leased.
The Lease will restrict the Lessee from disturbing, repairing, or modifying suspected
PCB-containing equipment without prior notification and approval by the Air Force.




     5.10 Air Conformity/Air Permits



          The Air Force has maintained air emission permits from the Sacramento County Air Quality
Management District for the property as indicated on SSSEBS Table 3-13. These permits are for
sources such as internal combustion engines, boilers, a paint booth, boilers, a shredder, a cyclone
dust filter, a fuel dispensing systems, etc. The Lease will require the Lessee to obtain the
necessary air emission and operating permits prior to any new operations.




     5.11 Flood Plains



          SSSEBS Section 3.1.4 describes floodplain conditions for each Group 6 cluster property
footprint. Floodplain information was derived from the final McClellan AFB Interim Basewide RI
Report, Part 1 — General Framework (June 1997). The presence of creeks is discussed where a nearby
creek has been identified as part of the floodplain area in which a facility is located.




          Property within Cluster 6A is located within a 100-year floodplain. The parking lot south of
Facility 347-D is located within a 100-year floodplain. The portion of Magpie Creek running
through the southern part of the cluster also lies within the 100-year floodplain.




          No facilities or associated property within Cluster 6B or 6C lie within a 100-year floodplain.




     5.12 Hazardous Waste Management (by Lessee)



          The Lessee is anticipated to eventually use hazardous materials on the property to be leased.
The Air Force must satisfy the requirements of 10 United States Code Section 2692 prior to allowing
any storage, treatment, or disposal of toxic or hazardous materials on Air Force-owned property by
the Lessee or sublessee. The Lessee will be required through the Lease to comply with all
applicable laws and regulations pertaining to the use, storage, treatment, disposal, and
transportation of hazardous materials and will be required to maintain and make available to the
Air Force all records, inspection logs, and manifests which document compliance. The Lessee will
be required to have an approved plan for responding to hazardous waste, fuel, or other chemical
spills prior to commencement of operations on the leased property. Furthermore, tie Lessee will be
required to construct and operate their own hazardous waste storage facilities and obtain all
required permits. The DoD-approved Conditions 10.13 and 10.14 in the master lease between the Air
Force and Sacramento County do not allow the Lessee or sublessee to use Government hazardous waste
storage facilities and Air Force accumulation points for the storage of hazardous waste. A waiver
from DoD must be obtained prior to allowing the Lessee or sublessee to use Government hazardous
waste storage facilities or Air Force accumulation points for the storage of hazardous waste.




     5.13 Historic Property



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          SSSEBS Section 3.1.3 describes historic property for each Group 6 cluster property footprint.
Cultural resources at McClellan AFB are those facilities that have been designated as having
historical significance. Facilities of historical significance are part of the historic district
and must be maintained in accordance with the State Historic Preservation Office (SHPO) approved
Maintenance Manual and Preservation Guidelines. A programmatic agreement (PA) approved by the
Advisory Council on Historic Preservation and the SHPO was signed in April 1999. The PA defines
historic preservation requirements for future users and incorporates the requirements of the
SHPO-approved Maintenance Manual and Preservation Guidelines. The following identifies the
cultural resources identified for each Group 6 cluster property footprint:




          Cluster 6A: Buildings/Facilities 14, 20, 23, 24, 25, 26, 262-A, 262-B, 264, 269-B, 269-C,
269-D, 269-E, 269-F, 269-G, 269-H, 27, 28, 310, 53, and 54.




          Cluster 6B: Buildings/Facilities 1, 10, 100, 101, 102, 103, 104, 105, 106, 107, 108, 109,
110, 111, 112, 113, 3, 4, 70, 71, 72, 73, 74, 75, 76, 77, 78, 79, 80, and 94.




          Cluster 6C: No buildings or facilities of historical significance have been identified in
Cluster 6C.




          The Lessee will be restricted under the Lease from conducting any alterations, construction,
demolition, excavation, ground-disturbing activities, or any other actions that would affect the
integrity or appearance of the historic property without prior approvals as described in the PA.
Furthermore, the Lease will require the Lessee to take action to protect the historic property from
the elements, vandalism, and arson.




     5.14 Stormwater



          The stormwater system is a collection of drainage ditches, surface drains, and lined and
unlined creeks for rainwater runoff. The stormwater system is separate from the industrial and
sanitary wastewater systems. Currently, the Air Force holds one National Pollutant Discharge
Elimination System (NPDES) permit for all stormwater discharges on base property. New users will
be required to obtain their own stormwater discharge permits and be responsible for complying with
NPDES requirements under those permits. Specific stormwater discharge findings for Group 6
facilities are discussed as in SSSEBS Section 3.1.5.5.




     5.15 Sanitary Sewer and Industrial Waste Systems



          Currently, sanitary wastewater entering the sanitary sewer collection system is conveyed via
gravity-assisted sewer lines to Sacramento County interceptor lines located near the boundary of
the base. County interceptor lines, in turn, transport sanitary wastewater to the Sacramento
Regional Wastewater Treatment Plant (SRWTP) located near the southern boundary of McClellan AFB.
McClellan AFB currently has one basewide sewer discharge permit from the Sacramento Regional County
Sewer District (SRCSD) and has obtained a final wastewater discharge permit (Permit No. 433003)
from the SRCSD for eight wastewater generation points (seven discharge locations and one regional
wastewater connection) to discharge sanitary and industrial wastewater through its two collection
systems to SRWTP based on activities (processes) in accordance with pretreatment requirements
specified in 40 Code of Federal Regulations (CFR) categories. There are numerous sanitary
discharges that are permitted as a




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general discharge and meet the maximum total flow from the base that is allowed. Specific
findings for sanitary sewer connections identified at facilities within each Group 6 cluster
property footprint are discussed in SSSEBS Sections 3.1.5.2 and 3.1.5.3.




          Until 1999, McClellan AFB operated an industrial wastewater collection and treatment system to
process all industrial wastewater generated on base before discharge to the SRWTP. Industrial
wastewater collection was accomplished through approximately 30,000 feet of gravity-assisted line,
referred to as the Industrial Waste Line (IWL). Four major lift stations and eight secondary lift
stations assisted in delivering industrial wastewater through approximately 10,000 feet of 4- to
10-inch-diameter force mains. The IWL remains in place at this time. Portions of the IWL that
exist within the Group 6 property footprints have been identified on SSSEBS Figures 1-5 (a through
d) in SSSEBS Section 1.0. Cluster 6C contains portions of the IWL; Clusters 6A and 6B do not.
There are no active or former IWTPs located in the Group 6 footprint.




          The basewide IWL inspection and repair effort was completed in September 1999. Cracks or
breaks identified in base IWL pipelines by the basewide IWL assessments have been repaired.
Further information regarding the locations and extent of pipeline repairs completed during the
basewide IWL inspection and repair effort can be found in the final Basewide Industrial Waste Line
Inspection Report for the IWL Mainline (September 1999) and the final Industrial
Waste/Storm/Sanitary Sewer Floor Drain Inspection and Repair reports (various dates, see Table 3-1
in Appendix A of the SSSEBS for specific dates) for facilities within the Group 6 property
footprint.




          IWL Mainline lift stations and associated IWL sumps were identified within the Group 6 cluster
property footprints. These items are discussed further in SSSEBS Section 3.1.5.4.




          To minimize the potential for waste water contamination from reuse of IWLs to exacerbate
existing soil or groundwater contamination, the Lease will require the Lessee and its sublessees to
place only sewageable water into the IWLs, unless otherwise approved by the Air Force in writing.
Sewageable water is defined as wastewater that complies with all applicable wastewater pretreatment
and discharge permit standards and requirements. The Lease will require the Lessee or Sublessee to
submit an application for discharging to the regional sanitary sewer system before conducting any
operations that discharge to the sanitary sewer system or the industrial waste line. The Lessee or
Sublessee will be required to meet all applicable wastewater discharge permit standards.
Provisions shall also be included within the Lease for unrestricted access to the IWL to conduct
inspections, sampling, monitoring, and further investigations or cleanup. The Lease will provide
the Air Force with the right to obtain and inspect any Lessee or Sublessee records that are
relevant to ensuring compliance with the above. The Lease will also require the Lessee or its
sublessees to annually certify that no material will be discharged into the IWLs unless it is
sewageable water.




     5.16 Biological Resources



          Biologically sensitive habitats (one vernal pool and one seasonal wetland) are located in
Cluster 6C northeast of building 1434. There are no sensitive habitats located immediately
adjacent to the Cluster 6A, 6B, and 6C property footprints (see Figure 1-2). However, biological




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resources including two creeks (Second Creek and Magpie Creek) are located within the property
footprints of Clusters 6A and 6C. The burrowing owl (Speotyto cunicularia), a California species
of special concern, is known to build nests in creek outfalls and along creek channels in several
locations on the east side of the base. Two burrowing owl nests have been identified along Second
Creek on the east side of the base.




          Mitigation measures as cited in the EIS/EIR apply to sensitive habitat areas identified within
the Cluster 6C property footprint. Possession of sensitive habitat areas within this cluster will
not be conveyed until formal consultation with the U.S. Fish and Wildlife Service (FWS) is
completed and a Biological Opinion is rendered by the FWS. This opinion will be used to determine
requirements for protection of wetlands, vernal pools, annual grasslands, and burrowing owl
habitat.




          The Lease will require the Lessee to ensure adequate protection by preventing degradation of
sensitive biological resources (including annual grasslands, and burrowing owl habitat) as
described on Figure 4.4.5-1 of the FPEIS/EIR. Adequate protection includes but is not limited to
prevention of degradation of biological resources, including vernal pools and other wetlands. The
Lessee will be required to minimize the destruction, loss, or degradation of wetlands within the
property to be leased. The Lessee will be required to contact the Army Corps of Engineers (USACE),
U.S. Environmental Protection Agency (U.S. EPA), Fish and Wildlife Service (USFWS), and California
Department of Fish and Game (CDFG) when planning projects that may affect wetlands and obtain Air
Force approval prior to conducting any new construction in wetland areas. Furthermore, the Lease
will require the Lessee to obtain all necessary permits or waivers under Section 404 of the Clean
Water Act.




          Specific biological resources findings for each cluster are described as follows:




          Cluster 6A: Burrowing owls have been sighted within creek outfall drains within the cluster
footprint. A segment of Magpie Creek runs through the southern portion of the Cluster 6A
footprint.




          Cluster 6B: No biologically sensitive habitat or sensitive biological species have been
identified/sighted on the property within Cluster 6B. There are no creeks present within the
Cluster 6B footprint.




          Cluster 6C: A vernal pool and seasonal wetland are located northeast of building 1434.
Burrowing owls have been sighted within creek outfall drains within the cluster footprint. A
segment of Second Creek runs through the Cluster 6C footprint. Building 920 is within 100 feet of
Second Creek.




6. REGULATOR COORDINATION




     The Department of Toxic Substances Control; the Regional Water Quality Control Board, Central
Valley Region; and the United States Environmental Protection Agency were notified in July 2000 of
the initiation of this SFOSL and were invited to participate in preparing the working draft
document. Consolidated draft documents were provided in July 2000 for formal review and comment.
Regulator comments were received in September 2000 and were incorporated or addressed in the
document. A draft final SFOSL to support possession of property in accordance



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with the Master Lease was provided for final coordination in October 2000. The regulators
documented (via regular and e-mail letters) by December 2000 that their comments had been
adequately addressed. Copies of the regulator letters on the final review are found in Attachment
6 with the responses shown in Attachment 7.




7. UNRESOLVED REGULATOR COMMENTS




     All comments provided by the regulators were addressed and/or incorporated in this document.
There were no unresolved comments.



8. FINDING OF SUITABILITY TO LEASE




     Based on the foregoing information and analysis, I find this property is suitable for delivery
of possession and that environmental conditions do not present an unacceptable risk to human health
or the environment, subject to the Supplemental Lease containing appropriate restrictions on the
activities of future recipients as addressed above.



	 	 	 	 	 
	10 January 2001

	 	 	 	/s/ ALBERT F. LOWAS JR
	 
	 	 	 	 
	Date

	 	 	 	ALBERT F. LOWAS JR
	 

	 	 	 	Director
	 

	 	 	 	Air Force Base Conversion Agency






Attachments:

1. Fig. 1 — Group 6 Property Location Map (1 page)

2. Fig. 2 — Facility Cluster Location Map (1 page)

3. Environmental Factors Considered

4. Hazardous Substances Stored

5. Notice of Hazardous Substance Release

6. Regulator Letters

7. Response to Regulator Comments



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Attachment 1




 









 












Attachment 2, Cluster 6A & 6B (Sheet 1 of 2)




 









 












Attachment 2, Cluster 6C (Sheet 2 of 2)





 









 








	 	 	 	 	 
	Lease	 	 
	Restriction or	 	 
	Notification	 	 
	Required?	 	Environmental Factors Considered
	No	 	Yes	 	 
	 

	 	*
	 	Environmental Restoration, Hazardous Substances Petroleum:
	 
	 	 	 	 
	 

	 	X
	 	     Hazardous Substances (Notification)
	 
	 	 	 	 
	 

	 	X
	 	     Installation Restoration Program (IRP) and Areas of Concern
	 
	 	 	 	 
	X

	 	 	 	     Medical/Biohazardous Wastes
	 
	 	 	 	 
	 

	 	X
	 	     Oil/Water Separators (OWS)
	 
	 	 	 	 
	X

	 	 	 	     Unexploded Ordnance
	 
	 	 	 	 
	 

	 	X
	 	     Radioactive & Mixed Wastes
	 
	 	 	 	 
	 

	 	X
	 	     Storage Tanks (UST/ASTs)
	 
	 	 	 	 
	 

	 	 	 	Disclosure Factors/Resources:
	 
	 	 	 	 
	 

	 	X
	 	     Asbestos
	 
	 	 	 	 
	X

	 	 	 	     Drinking Water Quality
	 
	 	 	 	 
	 

	 	X*
	 	     Indoor Air Quality
	 
	 	 	 	 
	 

	 	X
	 	     Lead-Based Paint (High-Priority Facilities)
	 
	 	 	 	 
	 

	 	X
	 	     Lead-Based Paint (Other Facilities)
	 
	 	 	 	 
	 

	 	X
	 	     PCBs
	 
	 	 	 	 
	X

	 	 	 	     Radon
	 
	 	 	 	 
	 

	 	 	 	Other Factors:
	 
	 	 	 	 
	 

	 	X
	 	     Air Conformity/Air Permits
	 
	 	 	 	 
	X

	 	 	 	     Energy (Utilities)
	 
	 	 	 	 
	 

	 	X
	 	     Flood plains
	 
	 	 	 	 
	 

	 	X
	 	     Hazardous Waste Management (By Lessee)
	 
	 	 	 	 
	 

	 	X
	 	     Historic Property (Archeological/Native American, Palentological)
	 
	 	 	 	 
	X

	 	 	 	     OSHA (Occupational Safety & Health Administration)
	 
	 	 	 	 
	X

	 	 	 	     Outdoor Air Quality
	 
	 	 	 	 
	X

	 	 	 	     Prime/Unique Farmlands:
	 
	 	 	 	 
	 

	 	X
	 	     Sanitary Sewer Systems and Industrial Waste Line(Wastewater)
	 
	 	 	 	 
	 

	 	X
	 	     Biological Resources
	 
	 	 	 	 
	X

	 	 	 	     Septic Tanks (Wastewater)
	 
	 	 	 	 
	X

	 	 	 	     Solid Waste
	 
	 	 	 	 
	X

	 	 	 	     Transportation








 




			
	*	 	Buildings 24 and 310 have potential indoor air quality concerns due to high VOC concentrations in
shallow soil gas (see Section 5.2).





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Table 1 — Notice of Hazardous Substances Stored



McClellan AFB Group 6 Facilities




     Notice is hereby given that the following table and information provided from the Supplemental
EBS contain a hazardous substances that have been stored for more than one year or more on
McClellan Air Force Base, notice of and the dates that such storage took place. The information
contained in this notice is required under the authority of regulations promulgated under section
120(h) of the Comprehensive Environmental Response, Liability, and Compensation Act (CERCLA or
“Superfund”) 42 U.S.C., section 9620(h).



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Facility	 	 	 	 	 	CAS	 	 	 	Quantity	 	 
	Cluster	 	Facility	 	Hazardous Substance	 	Reg. No.	 	Quantity	 	Units1	 	Year Used
	6A
	 	262-B	 	Acetic Acid	 	64197	 	10	 	BT	 	1995
	6A
	 	262-B	 	Cadmium and non/AFMC-20 Compounds	 	7440439	 	2	 	PG	 	1994
	6A
	 	262-B	 	Diethylene Glycol	 	111466	 	10	 	BT	 	1995
	6A
	 	262-B	 	Diethylene Glycol	 	111466	 	4	 	DR	 	1994
	6A
	 	262-B	 	Ethylene Glycol	 	107211	 	8	 	DR	 	1994
	6A
	 	262-B	 	Ethylene Glycol	 	107211	 	10	 	BT	 	1995
	6A
	 	262-B	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	4	 	CN	 	1994
	6A
	 	262-B	 	Isopropyl Alcohol	 	67630	 	2	 	GL	 	1995
	6A
	 	262-B	 	Isopropyl Alcohol	 	67630	 	20	 	BT	 	1995
	6A
	 	262-B	 	Lead and non/AFMC-20 Compounds	 	7439921	 	2	 	PG	 	1994
	6A
	 	262-B	 	Lead and non/AFMC-20 Compounds	 	7439921	 	7	 	CA	 	1995
	6A
	 	262-B	 	Mercury and non/AFMC-20 Compounds	 	7487947	 	10	 	PG	 	1994
	6A
	 	262-B	 	Methanol	 	67561	 	14	 	TU	 	1994
	6A
	 	262-B	 	Methanol	 	67561	 	4	 	CN	 	1994
	6A
	 	262-B	 	Phosphorus (yellow or white)	 	7723140	 	2	 	DR	 	1995
	6A
	 	262-B	 	Phosphorus (yellow or white)	 	7723140	 	14	 	DR	 	1994
	6A
	 	262-B	 	Potassium Hydroxide	 	1310583	 	4	 	CN	 	1994
	6A
	 	262-B	 	Potassium Hydroxide	 	1310583	 	8	 	PG	 	1994
	6A
	 	262-B	 	Xylene and non/AFMC-20 Compounds	 	 	 	4	 	CN	 	1994
	6A
	 	262-B	 	Zinc and non/AFMC-20 Compounds	 	7440666	 	20	 	DR	 	1995
	6A
	 	262-B	 	Zinc and non/AFMC-20 Compounds	 	7446200	 	140	 	DR	 	1994
	6A
	 	262-B	 	Zinc and non/AFMC-20 Compounds	 	7446200	 	12	 	PG	 	1994
	6A
	 	263-B	 	Mercury and non/AFMC-20 Compounds	 	7487947	 	12	 	PG	 	1995
	6A
	 	263-B	 	Potassium Hydroxide	 	1310583	 	12	 	PG	 	1995
	6A
	 	263-B	 	Zinc and noniAFMC-20 Compounds	 	7440666	 	12	 	PG	 	1995
	6A
	 	263-C	 	Acetic Acid	 	64197	 	18	 	BT	 	1994
	6A
	 	263-C	 	Acetic Acid	 	64197	 	9	 	BT	 	1995
	6A
	 	263-C	 	Diethylene Glycol	 	111466	 	9	 	BT	 	1995
	6A
	 	263-C	 	Diethylene Glycol	 	111466	 	18	 	BT	 	1994
	6A
	 	263-C	 	Ethylene Glycol	 	107211	 	9	 	BT	 	1995
	6A
	 	263-C	 	Ethylene Glycol	 	107211	 	18	 	BT	 	1994
	6A
	 	263-C	 	Isopropyl Alcohol	 	67630	 	18	 	BT	 	1995
	6A
	 	263-C	 	Isopropyl Alcohol	 	67630	 	36	 	BT	 	1994
	6A
	 	263-D	 	Ethylenediamine-Tetraacetic Acid (EDTA)	 	60004	 	1	 	CO	 	1994
	6A
	 	263-D	 	Formaldehyde	 	50000	 	1	 	QT	 	1994
	6A
	 	263-D	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	1	 	CO	 	1994
	6A
	 	263-D	 	Isopropyl Alcohol	 	67630	 	2	 	CO	 	1994
	6A
	 	264	 	1,1,1-Trichloroethane	 	71556	 	192	 	BX	 	1995
	6A
	 	264	 	1,1,1-Trichloroethane	 	71556	 	6	 	KT	 	1995
	6A
	 	264	 	1,2,4-Trimethylbenzene	 	95636	 	10	 	GL	 	1994
	6A
	 	264	 	Acetic Acid	 	64197	 	29	 	BT	 	1995
	6A
	 	264	 	Acetic Acid	 	64197	 	6	 	KT	 	1994





SFOSL for
McClellan AFB Group 6



Page 1 of 12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Facility	 	 	 	 	 	CAS	 	 	 	Quantity	 	 
	Cluster	 	Facility	 	Hazardous Substance	 	Reg. No.	 	Quantity	 	Units1	 	Year Used
	6A
	 	264	 	Acetic Acid	 	64197	 	152	 	KT	 	1994
	6A
	 	264	 	Acetic Acid	 	64197	 	30	 	KT	 	1995
	6A
	 	264	 	Acetic Acid	 	64197	 	74	 	BT	 	1994
	6A
	 	264	 	Acrylic Acid	 	79107	 	40	 	BT	 	1994
	6A
	 	264	 	Aluminum Oxide (Fibrous Forms)	 	1344281	 	46	 	CO	 	1994
	6A
	 	264	 	Ammonia	 	7664417	 	93	 	GL	 	1994
	6A
	 	264	 	Ammonia	 	7664417	 	96	 	BT	 	1994
	6A
	 	264	 	Ammonia	 	7664417	 	90	 	GL	 	1995
	6A
	 	264	 	Ammonia	 	7664417	 	6	 	GL	 	1995
	6A
	 	264	 	Ammonium Chloride	 	12125029	 	3	 	CO	 	1995
	6A
	 	264	 	Ammonium Hydroxide	 	1336216	 	186	 	GL	 	1994
	6A
	 	264	 	Ammonium Hydroxide	 	1336216	 	3	 	PT	 	1994
	6A
	 	264	 	Ammonium Hydroxide	 	1336216	 	180	 	GL	 	1995
	6A
	 	264	 	Ammonium Hydroxide	 	1336216	 	12	 	GL	 	1995
	6A
	 	264	 	Antimony	 	7440360	 	12	 	PT	 	1994
	6A
	 	264	 	Benzene	 	71432	 	30	 	PT	 	1995
	6A
	 	264	 	Benzoic Acid	 	65850	 	40	 	TU	 	1995
	6A
	 	264	 	Butane	 	106978	 	30	 	PT	 	1994
	6A
	 	264	 	Butane	 	106978	 	1000	 	GL	 	1994
	6A
	 	264	 	Butane	 	106978	 	60	 	CN	 	1994
	6A
	 	264	 	Butyl Benzyl Phthalate	 	85687	 	12	 	GL	 	1994
	6A
	 	264	 	Cadmium and non/AFMC-20 Compounds	 	7440439	 	90	 	PG	 	1994
	6A
	 	264	 	Cadmium and non/AFMC-20 Compounds	 	7440439	 	112	 	PG	 	1995
	6A
	 	264	 	Calcium Hypochlorite	 	7778543	 	24	 	DR	 	1994
	6A
	 	264	 	Calcium Hypochlorite	 	7778543	 	1	 	CO	 	1995
	6A
	 	264	 	Calcium Hypochlorite	 	7778543	 	24	 	DR	 	1995
	6A
	 	264	 	Chlorine	 	7782505	 	31	 	GL	 	1994
	6A
	 	264	 	Chlorine	 	7782505	 	39	 	BX	 	1995
	6A
	 	264	 	Chlorine	 	7782505	 	186900	 	LB	 	1994
	6A
	 	264	 	Chlorine	 	7782505	 	42000	 	LB	 	1995
	6A
	 	264	 	Chlorine	 	7782505	 	252	 	BX	 	1994
	6A
	 	264	 	Chlorine	 	7782505	 	2	 	GL	 	1995
	6A
	 	264	 	Chlorine	 	7782505	 	30	 	GL	 	1995
	6A
	 	264	 	Chlorpyrifos	 	2921882	 	10	 	GL	 	1994
	6A
	 	264	 	Chlorpyrifos	 	2921882	 	9	 	BX	 	1994
	6A
	 	264	 	Chromium and non/AFMC-20 Compounds	 	7440473	 	150	 	LB	 	1995
	6A
	 	264	 	Chromium and non/AFMC-20 Compounds	 	7440473	 	46	 	CO	 	1994
	6A
	 	264	 	Cumene	 	98828	 	10	 	GL	 	1994
	6A
	 	264	 	Cyclohexanone	 	108941	 	2	 	KT	 	1995
	6A
	 	264	 	Cyclohexylamine	 	108918	 	46	 	DR	 	1994
	6A
	 	264	 	Cyclohexylamine	 	108918	 	52	 	DR	 	1995
	6A
	 	264	 	Di(2-Ethylhexyl) Phthalate	 	117817	 	11	 	LB	 	1994
	6A
	 	264	 	Di(2-Ethylhexyl) Phthalate	 	117817	 	1	 	LB	 	1994
	6A
	 	264	 	Di(2-Ethylhexyl) Phthalate	 	117817	 	4	 	GL	 	1995
	6A
	 	264	 	Dibutyl Phthalate	 	84742	 	4	 	BX	 	1995
	6A
	 	264	 	Dibutyl Phthalate	 	84742	 	9	 	BX	 	1994
	6A
	 	264	 	Dibutyl Phthalate	 	84742	 	2	 	BX	 	1994
	6A
	 	264	 	Dibutyl Phthalate	 	84742	 	10	 	GL	 	1995
	6A
	 	264	 	Dichlorodifluoromethane	 	75718	 	96	 	BX	 	1995
	6A
	 	264	 	Dichlorvos	 	62737	 	24	 	BX	 	1995
	6A
	 	264	 	Diethylene Glycol	 	111466	 	12	 	BX	 	1995
	6A
	 	264	 	Diethylene Glycol	 	111466	 	29	 	BT	 	1995





 SFOSL for McClellan AFB
Group 6

Page 2 of 12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Facility	 	 	 	 	 	CAS	 	 	 	Quantity	 	 
	Cluster	 	Facility	 	Hazardous Substance	 	Reg. No.	 	Quantity	 	Units1	 	Year Used
	6A
	 	264	 	Diethylene Glycol	 	111466	 	74	 	BT	 	1994
	6A
	 	264	 	Diethylene Glycol	 	111466	 	5	 	BX	 	1994
	6A
	 	264	 	Diethylene Glycol	 	111466	 	23	 	QT	 	1995
	6A
	 	264	 	Diethylene Glycol Monobutyl Ether	 	112345	 	7	 	CN	 	1995
	6A
	 	264	 	Diethylene Glycol Monobutyl Ether	 	112345	 	16	 	CN	 	1994
	6A
	 	264	 	Dodecylbenzenesulfonic Acid	 	27176870	 	12	 	BX	 	1994
	6A
	 	264	 	D-Trans Allethrin	 	28057489	 	24	 	BX	 	1995
	6A
	 	264	 	Epichlorohydrin	 	106898	 	4	 	BX	 	1995
	6A
	 	264	 	Epichlorohydrin	 	106898	 	4	 	BX	 	1994
	6A
	 	264	 	Ethylbenzene	 	100414	 	12	 	GL	 	1994
	6A
	 	264	 	Ethylbenzene	 	100414	 	2	 	KT	 	1995
	6A
	 	264	 	Ethylene Glycol	 	107211	 	12	 	BX	 	1995
	6A
	 	264	 	Ethylene Glycol	 	107211	 	12	 	BX	 	1995
	6A
	 	264	 	Ethylene Glycol	 	107211	 	5	 	GL	 	1994
	6A
	 	264	 	Ethylene Glycol	 	107211	 	36	 	CN	 	1995
	6A
	 	264	 	Ethylene Glycol	 	107211	 	48	 	PT	 	1994
	6A
	 	264	 	Ethylene Glycol	 	107211	 	414	 	PT	 	1994
	6A
	 	264	 	Ethylene Glycol	 	107211	 	29	 	BT	 	1995
	6A
	 	264	 	Ethylene Glycol	 	107211	 	210	 	GL	 	1994
	6A
	 	264	 	Ethylene Glycol	 	107211	 	72	 	PT	 	1995
	6A
	 	264	 	Ethylene Glycol	 	107211	 	12	 	BX	 	1994
	6A
	 	264	 	Ethylene Glycol	 	107211	 	86	 	BT	 	1994
	6A
	 	264	 	Ethylene Glycol	 	107211	 	5	 	BX	 	1994
	6A
	 	264	 	Ethylene Glycol	 	107211	 	46	 	QT	 	1995
	6A
	 	264	 	Ethylene Glycol	 	107211	 	72	 	PT	 	1995
	6A
	 	264	 	Ethylene Glycol	 	107211	 	79	 	CN	 	1994
	6A
	 	264	 	Ethylene Glycol	 	107211	 	3	 	DR	 	1995
	6A
	 	264	 	Ethylene Glycol	 	107211	 	12	 	CN	 	1994
	6A
	 	264	 	Ethylene Glycol	 	107211	 	10	 	GL	 	1995
	6A
	 	264	 	Ethylenediamine-Tetraacetic Acid (EDTA)	 	60004	 	7	 	CO	 	1995
	6A
	 	264	 	Ethylenediamine-Tetraacetic Acid (EDTA)	 	60004	 	3	 	DR	 	1995
	6A
	 	264	 	Ethylenediamine-Tetraacetic Acid (EDTA)	 	60004	 	41	 	CO	 	1994
	6A
	 	264	 	Ferrosilicon (Silicon/Silicon Alloys (As Si)	 	8049170	 	46	 	CO	 	1994
	6A
	 	264	 	Ferrous Sulfate	 	7782630	 	150	 	BG	 	1995
	6A
	 	264	 	Ferrous Sulfate	 	7782630	 	10	 	BG	 	1994
	6A
	 	264	 	Ferrovanadium	 	11147867	 	46	 	CO	 	1994
	6A
	 	264	 	Formaldehyde	 	50000	 	2	 	GL	 	1994
	6A
	 	264	 	Formaldehyde	 	50000	 	96	 	BT	 	1994
	6A
	 	264	 	Freon 113	 	76131	 	4	 	BX	 	1995
	6A
	 	264	 	Freon 113	 	76131	 	9	 	BX	 	1994
	6A
	 	264	 	Freon 113	 	76131	 	2	 	BX	 	1994
	6A
	 	264	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	8	 	CN	 	1995
	6A
	 	264	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	194	 	GL	 	1994
	6A
	 	264	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	3	 	DR	 	1995
	6A
	 	264	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	7	 	CO	 	1995
	6A
	 	264	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	45	 	CN	 	1994
	6A
	 	264	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	70	 	GL	 	1995
	6A
	 	264	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	4	 	GL	 	1995
	6A
	 	264	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	41	 	CO	 	1994
	6A
	 	264	 	Hexane (N-Hexane)	 	110543	 	4	 	BX	 	1995
	6A
	 	264	 	Hexane (N-Hexane)	 	110543	 	9	 	BX	 	1994
	6A
	 	264	 	Hexane (N Hexane)	 	110543	 	2	 	BX	 	1994






 SFOSL for McClellan AFB
Group 6

Page 3 of 12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Facility	 	 	 	 	 	CAS	 	 	 	Quantity	 	 
	Cluster	 	Facility	 	Hazardous Substance	 	Reg. No.	 	Quantity	 	Units1	 	Year Used
	6A
	 	264	 	Hexane (N-Hexane)	 	110543	 	6	 	KT	 	1995
	6A
	 	264	 	Hexane (N Hexane)	 	110543	 	2	 	GL	 	1995
	6A
	 	264	 	Hydrogen Sulfide	 	7783064	 	1	 	CY	 	1994
	6A
	 	264	 	Iso-Butyl Acetate	 	110190	 	6	 	GL	 	1995
	6A
	 	264	 	Isopropyl Alcohol	 	67630	 	24	 	BX	 	1995
	6A
	 	264	 	Isopropyl Alcohol	 	67630	 	37	 	TU	 	1994
	6A
	 	264	 	Isopropyl Alcohol	 	67630	 	4	 	LB	 	1994
	6A
	 	264	 	Isopropyl Alcohol	 	67630	 	12	 	TU	 	1994
	6A
	 	264	 	Isopropyl Alcohol	 	67630	 	58	 	BT	 	1995
	6A
	 	264	 	Isopropyl Alcohol	 	67630	 	372	 	GL	 	1994
	6A
	 	264	 	Isopropyl Alcohol	 	67630	 	44	 	LB	 	1994
	6A
	 	264	 	Isopropyl Alcohol	 	67630	 	288	 	QT	 	1995
	6A
	 	264	 	Isopropyl Alcohol	 	67630	 	2	 	KT	 	1995
	6A
	 	264	 	Isopropyl Alcohol	 	67630	 	148	 	BT	 	1994
	6A
	 	264	 	Isopropyl Alcohol	 	67630	 	366	 	GL	 	1995
	6A
	 	264	 	Isopropyl Alcohol	 	67630	 	82	 	CO	 	1994
	6A
	 	264	 	Isopropyl Alcohol	 	67630	 	24	 	GL	 	1995
	6A
	 	264	 	Isopropyl Alcohol	 	67630	 	14	 	CO	 	1995
	6A
	 	264	 	Lead and non/AFMC-20 Compounds	 	7439921	 	74	 	EA	 	1994
	6A
	 	264	 	Lead and non/AFMC-20 Compounds	 	7439921	 	46	 	CO	 	1994
	6A
	 	264	 	Lead and non/AFMC-20 Compounds	 	7439921	 	90	 	PG	 	1994
	6A
	 	264	 	Lead and non/AFMC-20 Compounds	 	7439921	 	12	 	CN	 	1995
	6A
	 	264	 	Lead and non/AFMC-20 Compounds	 	7439921	 	2	 	KT	 	1995
	6A
	 	264	 	Lead and non/AFMC-20 Compounds	 	7439921	 	150	 	LB	 	1995
	6A
	 	264	 	Lead and non/AFMC-20 Compounds	 	7439921	 	112	 	PG	 	1995
	6A
	 	264	 	Malathion	 	121755	 	48	 	BX	 	1995
	6A
	 	264	 	Manganese	 	7439965	 	46	 	CO	 	1994
	6A
	 	264	 	Manganese	 	7439965	 	800	 	LB	 	1994
	6A
	 	264	 	Manganese	 	7439965	 	150	 	LB	 	1995
	6A
	 	264	 	MEK (Methyl Ethyl Ketone)	 	78933	 	120	 	CA	 	1995
	6A
	 	264	 	MEK (Methyl Ethyl Ketone)	 	78933	 	525	 	CA	 	1995
	6A
	 	264	 	MEK (Methyl Ethyl Ketone)	 	78933	 	4	 	LB	 	1994
	6A
	 	264	 	MEK (Methyl Ethyl Ketone)	 	78933	 	44	 	LB	 	1994
	6A
	 	264	 	MEK (Methyl Ethyl Ketone)	 	78933	 	6	 	KT	 	1995
	6A
	 	264	 	MEK (Methyl Ethyl Ketone)	 	78933	 	4	 	KT	 	1995
	6A
	 	264	 	Mercury and non/AFMC-20 Compounds	 	7487947	 	486	 	PG	 	1994
	6A
	 	264	 	Mercury and non/AFMC-20 Compounds	 	7487947	 	590	 	PG	 	1995
	6A
	 	264	 	Mercury and non/AFMC-20 Compounds	 	7487947	 	42	 	PG	 	1995
	6A
	 	264	 	Methanol	 	67561	 	2	 	CA	 	1995
	6A
	 	264	 	Methanol	 	67561	 	8	 	CN	 	1995
	6A
	 	264	 	Methanol	 	67561	 	36	 	TU	 	1994
	6A
	 	264	 	Methanol	 	67561	 	111	 	TU	 	1994
	6A
	 	264	 	Methanol	 	67561	 	42	 	GL	 	1994
	6A
	 	264	 	Methanol	 	67561	 	303	 	KT	 	1994
	6A
	 	264	 	Methanol	 	67561	 	31	 	GL	 	1994
	6A
	 	264	 	Methanol	 	67561	 	12	 	KT	 	1994
	6A
	 	264	 	Methanol	 	67561	 	197	 	KT	 	1995
	6A
	 	264	 	Methanol	 	67561	 	19	 	CN	 	1994
	6A
	 	264	 	Methanol	 	67561	 	60	 	GL	 	1995
	6A
	 	264	 	Methanol	 	67561	 	30	 	GL	 	1995
	6A
	 	264	 	Methylene Chloride	 	75092	 	96	 	BX	 	1995
	6A
	 	264	 	Methylene Chloride	 	75092	 	42	 	PT	 	1994






 SFOSL for McClellan AFB
Group 6

Page 4 of 12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Facility	 	 	 	 	 	CAS	 	 	 	Quantity	 	 
	Cluster	 	Facility	 	Hazardous Substance	 	Reg. No.	 	Quantity	 	Units1	 	Year Used
	6A
	 	264	 	Methylene Chloride	 	75092	 	5	 	CN	 	1994
	6A
	 	264	 	MIBK (Methyl Isobutyl Ketone)	 	108101	 	6	 	PT	 	1994
	6A
	 	264	 	MIBK (Methyl Isobutyl Ketone)	 	108101	 	8	 	KT	 	1995
	6A
	 	264	 	MIBK (Methyl Isobutyl Ketone)	 	108101	 	4	 	GL	 	1995
	6A
	 	264	 	Perchloroethylene	 	127184	 	72	 	BX	 	1995
	6A
	 	264	 	Phenol	 	108952	 	72	 	BX	 	1995
	6A
	 	264	 	Phthalic Anhydride	 	85449	 	8	 	BX	 	1995
	6A
	 	264	 	Phthalic Anhydride	 	85449	 	4	 	BX	 	1994
	6A
	 	264	 	Phthalic Anhydride	 	85449	 	18	 	BX	 	1994
	6A
	 	264	 	Piperonyl Butoxide	 	51036	 	72	 	BX	 	1995
	6A
	 	264	 	Potassium Hydroxide	 	1310583	 	396	 	PG	 	1994
	6A
	 	264	 	Potassium Hydroxide	 	1310583	 	4	 	GL	 	1994
	6A
	 	264	 	Potassium Hydroxide	 	1310583	 	42	 	PG	 	1995
	6A
	 	264	 	Potassium Hydroxide	 	1310583	 	478	 	PG	 	1995
	6A
	 	264	 	Potassium Hydroxide	 	1310583	 	9	 	DR	 	1995
	6A
	 	264	 	Propoxur	 	114261	 	48	 	BX	 	1995
	6A
	 	264	 	Propylene (Propene)	 	115071	 	1000	 	GL	 	1994
	6A
	 	264	 	Pyrethrins	 	8003347	 	120	 	BX	 	1995
	6A
	 	264	 	Resmethrin
((5-Benzyl-3-Furyl)Methyl-2,2-Dimethyl-3-(2 Methy	 	10453868	 	96	 	BX	 	1995
	6A
	 	264	 	Saccharin (Manufacturing)	 	81072	 	12	 	BT	 	1994
	6A
	 	264	 	Silicon Tetrahydride	 	7803625	 	6	 	KT	 	1995
	6A
	 	264	 	Sodium Bisulfite	 	7631905	 	9	 	DR	 	1995
	6A
	 	264	 	Sodium Hypochlorite	 	7681529	 	169	 	BX	 	1995
	6A
	 	264	 	Sodium Hypochlorite	 	7681529	 	31	 	GL	 	1994
	6A
	 	264	 	Sodium Hypochlorite	 	7681529	 	1092	 	BX	 	1994
	6A
	 	264	 	Sodium Hypochlorite	 	7681529	 	30	 	GL	 	1995
	6A
	 	264	 	Sodium Hypochlorite	 	7681529	 	2	 	GL	 	1995
	6A
	 	264	 	Sulfur Dioxide	 	7446095	 	10000	 	LB	 	1994
	6A
	 	264	 	Sulfuric Acid	 	7664939	 	67	 	EA	 	1994
	6A
	 	264	 	Sulfuric Acid	 	7664939	 	2	 	DR	 	1995
	6A
	 	264	 	Toluene	 	108883	 	180	 	CA	 	1995
	6A
	 	264	 	Toluene	 	108883	 	875	 	CA	 	1995
	6A
	 	264	 	Toluene	 	108883	 	4	 	BX	 	1995
	6A
	 	264	 	Toluene	 	108883	 	1	 	LB	 	1994
	6A
	 	264	 	Toluene	 	108883	 	11	 	LB	 	1994
	6A
	 	264	 	Toluene	 	108883	 	54	 	PT	 	1994
	6A
	 	264	 	Toluene	 	108883	 	12	 	KT	 	1995
	6A
	 	264	 	Toluene	 	108883	 	2	 	BX	 	1994
	6A
	 	264	 	Toluene	 	108883	 	9	 	BX	 	1994
	6A
	 	264	 	Toluene	 	108883	 	10	 	CN	 	1994
	6A
	 	264	 	Toluene	 	108883	 	10	 	GL	 	1995
	6A
	 	264	 	Trichlorofluoromethane (CFC-11)	 	75694	 	120	 	BX	 	1995
	6A
	 	264	 	Xylene and non/AFMC-20 Compounds	 	 	 	2	 	LB	 	1994
	6A
	 	264	 	Xylene and non/AFMC-20 Compounds	 	 	 	22	 	LB	 	1994
	6A
	 	264	 	Xylene and non/AFMC-20 Compounds	 	 	 	36	 	PT	 	1994
	6A
	 	264	 	Xylene and non/AFMC-20 Compounds	 	 	 	87	 	GL	 	1994
	6A
	 	264	 	Xylene and non/AFMC-20 Compounds	 	1330207	 	2	 	KT	 	1995
	6A
	 	264	 	Xylene and non/AFMC-20 Compounds	 	 	 	65	 	CN	 	1994
	6A
	 	264	 	Xylene and non/AFMC-20 Compounds	 	1330207	 	437	 	GL	 	1995
	6A
	 	264	 	Zinc and non/AFMC-20 Compounds	 	7446200	 	46	 	CO	 	1994
	6A
	 	264	 	Zinc and non/AFMC-20 Compounds	 	7440666	 	12	 	CN	 	1995





 SFOSL for McClellan AFB
Group 6


Page 5 of 12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Facility	 	 	 	 	 	CAS	 	 	 	Quantity	 	 
	Cluster	 	Facility	 	Hazardous Substance	 	Reg. No.	 	Quantity	 	Units1	 	Year Used
	6A
	 	264	 	Zinc and non/AFMC-20 Compounds	 	7446200	 	576	 	PG	 	1994
	6A
	 	264	 	Zinc and non/AFMC-20 Compounds	 	7440666	 	42	 	PG	 	1995
	6A
	 	264	 	Zinc and non/AFMC-20 Compounds	 	7440666	 	702	 	PG	 	1995
	6A
	 	269-B	 	Acetic Acid	 	64197	 	6	 	BT	 	1995
	6A
	 	269-B	 	Diethylene Glycol	 	111466	 	6	 	BT	 	1995
	6A
	 	269-B	 	Ethylene Glycol	 	107211	 	6	 	BT	 	1995
	6A
	 	269-B	 	Isopropyl Alcohol	 	67630	 	12	 	BT	 	1995
	6A
	 	269-C	 	Acetic Acid	 	64197	 	24	 	BT	 	1994
	6A
	 	269-C	 	Acetic Acid	 	64197	 	3	 	BT	 	1995
	6A
	 	269-C	 	Diethylene Glycol	 	111466	 	3	 	BT	 	1995
	6A
	 	269-C	 	Diethylene Glycol	 	111466	 	24	 	BT	 	1994
	6A
	 	269-C	 	Ethylene Glycol	 	107211	 	24	 	BT	 	1994
	6A
	 	269-C	 	Ethylene Glycol	 	107211	 	3	 	BT	 	1995
	6A
	 	269-C	 	Ethylenediamine-Tetraacetic Acid (EDTA)	 	60004	 	1	 	CO	 	1994
	6A
	 	269-C	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	1	 	CO	 	1994
	6A
	 	269-C	 	Isopropyl Alcohol	 	67630	 	2	 	CO	 	1994
	6A
	 	269-C	 	Isopropyl Alcohol	 	67630	 	6	 	BT	 	1995
	6A
	 	269-C	 	Isopropyl Alcohol	 	67630	 	48	 	BT	 	1994
	6A
	 	269-D	 	Acetic Acid	 	64197	 	5	 	BT	 	1995
	6A
	 	269-D	 	Ammonium Hydroxide	 	1336216	 	2	 	EA	 	1994
	6A
	 	269-D	 	Cadmium and non/AFMC-20 Compounds	 	7440439	 	4	 	PG	 	1994
	6A
	 	269-D	 	Diethylene Glycol	 	111466	 	5	 	BT	 	1995
	6A
	 	269-D	 	Ethylene Glycol	 	107211	 	5	 	BT	 	1995
	6A
	 	269-D	 	Ethylenediamine-Tetraacetic Acid (EDTA)	 	60004	 	1	 	CO	 	1995
	6A
	 	269-D	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	1	 	CO	 	1995
	6A
	 	269-D	 	Isopropyl Alcohol	 	67630	 	10	 	BT	 	1995
	6A
	 	269-D	 	Isopropyl Alcohol	 	67630	 	2	 	CO	 	1995
	6A
	 	269-D	 	Isopropyl Alcohol	 	67630	 	6	 	EA	 	1994
	6A
	 	269-D	 	Lead and non/AFMC-20 Compounds	 	7439921	 	4	 	PG	 	1994
	6A
	 	269-D	 	Mercury and non/AFMC-20 Compounds	 	7487947	 	20	 	PG	 	1994
	6A
	 	269-D	 	Mercury and non/AFMC-20 Compounds	 	7487947	 	48	 	EA	 	1995
	6A
	 	269-D	 	Potassium Hydroxide	 	1310583	 	16	 	PG	 	1994
	6A
	 	269-D	 	Potassium Hydroxide	 	1310583	 	24	 	EA	 	1995
	6A
	 	269-D	 	Resorcinol	 	108463	 	32	 	KT	 	1995
	6A
	 	269-D	 	Toluene	 	108883	 	8	 	KT	 	1995
	6A
	 	269-D	 	Zinc and non/AFMC-20 Compounds	 	7446200	 	24	 	PG	 	1994
	6A
	 	269-D	 	Zinc and non/AFMC-20 Compounds	 	7440666	 	24	 	EA	 	1995
	6A
	 	269-E	 	Acetic Acid	 	64197	 	2	 	BT	 	1995
	6A
	 	269-E	 	Diethylene Glycol	 	111466	 	2	 	BT	 	1995
	6A
	 	269-E	 	Ethylene Glycol	 	107211	 	2	 	BT	 	1995
	6A
	 	269-E	 	Isopropyl Alcohol	 	67630	 	4	 	BT	 	1995
	6A
	 	269-G	 	Acetic Acid	 	64197	 	7	 	BT	 	1995
	6A
	 	269-G	 	Cadmium and non/AFMC-20 Compounds	 	7440439	 	2	 	PG	 	1995
	6A
	 	269-G	 	Diethylene Glycol	 	111466	 	7	 	BT	 	1995
	6A
	 	269-G	 	Ethylene Glycol	 	107211	 	7	 	BT	 	1995
	6A
	 	269-G	 	Isopropyl Alcohol	 	67630	 	14	 	BT	 	1995
	6A
	 	269-G	 	Lead and non/AFMC-20 Compounds	 	7439921	 	2	 	PG	 	1995
	6A
	 	269-G	 	Mercury and non/AFMC-20 Compounds	 	7487947	 	10	 	PG	 	1995
	6A
	 	269-G	 	Potassium Hydroxide	 	1310583	 	8	 	PG	 	1995
	6A
	 	269-G	 	Zinc and non/AFMC-20 Compounds	 	7440666	 	12	 	PG	 	1995
	6A
	 	310	 	Acetic Acid	 	64197	 	8	 	KT	 	1994
	6A
	 	310	 	Aluminum (Fume Or Dust)	 	7429905	 	6	 	TU	 	1994






 SFOSL for McClellan AFB
Group 6

Page 6 of 12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Facility	 	 	 	 	 	CAS	 	 	 	Quantity	 	 
	Cluster	 	Facility	 	Hazardous Substance	 	Reg. No.	 	Quantity	 	Units1	 	Year Used
	6A
	 	310	 	Butane	 	106978	 	72	 	PT	 	1994
	6A
	 	310	 	Butyl Benzyl Phthalate	 	85687	 	18	 	PT	 	1994
	6A
	 	310	 	Dichlorodifluoromethane	 	75718	 	6	 	PT	 	1994
	6A
	 	310	 	Hexane (N-Hexane)	 	110543	 	6	 	TU	 	1994
	6A
	 	310	 	Iso-Butyl Acetate	 	110190	 	12	 	PT	 	1994
	6A
	 	310	 	Isopropyl Alcohol	 	67630	 	12	 	PT	 	1994
	6A
	 	310	 	MEK (Methyl Ethyl Ketone)	 	78933	 	24	 	TU	 	1994
	6A
	 	310	 	MEK (Methyl Ethyl Ketone)	 	78933	 	36	 	PT	 	1994
	6A
	 	310	 	Methanol	 	67561	 	32	 	KT	 	1994
	6A
	 	310	 	Methylene Chloride	 	75092	 	30	 	PT	 	1994
	6A
	 	310	 	MIBK (Methyl Isobutyl Ketone)	 	108101	 	6	 	PT	 	1994
	6A
	 	310	 	Sec-Butyl Acetate	 	105464	 	6	 	PT	 	1994
	6A
	 	310	 	Toluene	 	108883	 	24	 	TU	 	1994
	6A
	 	310	 	Toluene	 	108883	 	132	 	PT	 	1994
	6A
	 	310	 	Xylene and non/AFMC-20 Compounds	 	 	 	96	 	PT	 	1994
	6A
	 	310	 	Zinc and non/AFMC-20 Compounds	 	7446200	 	6	 	TU	 	1994
	6A
	 	336	 	Acetic Acid	 	64197	 	3	 	GL	 	1995
	6A
	 	336	 	Ammonium Acetate	 	631618	 	8	 	EA	 	1995
	6A
	 	336	 	Ammonium Bisulfite	 	10192300	 	12	 	GL	 	1994
	6A
	 	336	 	Ammonium Sulfite	 	10196040	 	12	 	GL	 	1994
	6A
	 	336	 	Ammonium Sulfite	 	10196040	 	8	 	EA	 	1995
	6A
	 	336	 	Ammonium Sulfite	 	10196040	 	3	 	GL	 	1995
	6A
	 	336	 	Antimony	 	7440360	 	1	 	EA	 	1994
	6A
	 	336	 	Antimony Trioxide	 	1309644	 	60	 	QT	 	1995
	6A
	 	336	 	Arsenic	 	7440382	 	1	 	EA	 	1994
	6A
	 	336	 	Dichlorodifluoromethane	 	75718	 	4	 	CN	 	1995
	6A
	 	336	 	Diethylene Glycol	 	111466	 	3	 	BT	 	1995
	6A
	 	336	 	Diethylene Glycol	 	111466	 	12	 	EA	 	1995
	6A
	 	336	 	Ethylene Glycol	 	107211	 	16	 	EA	 	1994
	6A
	 	336	 	Ethylene Glycol	 	107211	 	3	 	BT	 	1995
	6A
	 	336	 	Ethylene Glycol	 	107211	 	6	 	EA	 	1995
	6A
	 	336	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	16	 	EA	 	1994
	6A
	 	336	 	Hexane(N-Hexane)	 	110543	 	67	 	PT	 	1994
	6A
	 	336	 	Isopropyl Alcohol	 	67630	 	6	 	QT	 	1995
	6A
	 	336	 	Isopropyl Alcohol	 	67630	 	864	 	GL	 	1995
	6A
	 	336	 	Lead and non/AFMC-20 Compounds	 	7439921	 	60	 	QT	 	1995
	6A
	 	336	 	Lead and non/AFMC-20 Compounds	 	7439921	 	1	 	EA	 	1994
	6A
	 	336	 	MEK (Methyl Ethyl Ketone)	 	78933	 	54	 	QT	 	1995
	6A
	 	336	 	Methylene Chloride	 	75092	 	6	 	QT	 	1995
	6A
	 	336	 	Potassium Hydroxide	 	1310583	 	3	 	BT	 	1995
	6A
	 	336	 	Sodium Bisulfite	 	7631905	 	10	 	BT	 	1994
	6A
	 	336	 	Sodium Bisulfite	 	7631905	 	12	 	GL	 	1994
	6A
	 	336	 	Sodium Bisulfite	 	7631905	 	8	 	EA	 	1995
	6A
	 	336	 	Sulfuric Acid	 	7664939	 	1	 	EA	 	1994
	6A
	 	336	 	Toluene	 	108883	 	60	 	CA	 	1995
	6A
	 	336	 	Toluene	 	108883	 	48	 	QT	 	1995
	6A
	 	336	 	Trichlorofluoromethane (CFC-11)	 	75694	 	4	 	CN	 	1995
	6A
	 	336	 	Xylene and non/AFMC-20 Compounds	 	1330207	 	54	 	QT	 	1995
	6A
	 	338	 	Cadmium and non/AFMC-20 Compounds	 	7440439	 	1	 	PG	 	1994
	6A
	 	338	 	Lead and non/AFMC-20 Compounds	 	7439921	 	1	 	PG	 	1994
	6A
	 	338	 	Mercury and non/AFMC-20 Compounds	 	7487947	 	5	 	PG	 	1994
	6A
	 	338	 	Potassium Hydroxide	 	1310583	 	4	 	PG	 	1994






 SFOSL for McClellan AFB
Group 6

Page 7 of 12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Facility	 	 	 	 	 	CAS	 	 	 	Quantity	 	 
	Cluster	 	Facility	 	Hazardous Substance	 	Reg. No.	 	Quantity	 	Units1	 	Year Used
	6A
	 	338	 	Zinc and non/AFMC-20 Compounds	 	7446200	 	6	 	PG	 	1994
	6A
	 	347-D	 	Acetic Acid	 	64197	 	4	 	BT	 	1995
	6A
	 	347-D	 	Acetic Acid	 	64197	 	1	 	BT	 	1994
	6A
	 	347-D	 	Diethylene Glycol	 	111466	 	4	 	BT	 	1995
	6A
	 	347-D	 	Diethylene Glycol	 	111466	 	1	 	BT	 	1994
	6A
	 	347-D	 	Ethylene Glycol	 	107211	 	4	 	BT	 	1995
	6A
	 	347-D	 	Ethylene Glycol	 	107211	 	1	 	BT	 	1994
	6A
	 	347-D	 	Isopropyl Alcohol	 	67630	 	8	 	BT	 	1995
	6A
	 	347-D	 	Isopropyl Alcohol	 	67630	 	2	 	BT	 	1994
	6B
	 	2	 	Acetic Acid	 	64197	 	1	 	BT	 	1994
	6B
	 	2	 	Diethylene Glycol	 	111466	 	1	 	BT	 	1994
	6B
	 	2	 	Ethylene Glycol	 	107211	 	1	 	BT	 	1994
	6B
	 	2	 	Hexane (N-Hexane)	 	110543	 	1	 	TU	 	1995
	6B
	 	2	 	Isopropyl Alcohol	 	67630	 	2	 	BT	 	1994
	6B
	 	2	 	MEK (Methyl Ethyl Ketone)	 	78933	 	2	 	TU	 	1995
	6B
	 	2	 	Toluene	 	108883	 	2	 	TU	 	1995
	6B
	 	2	 	Zinc and non/AFMC-20 Compounds	 	7440666	 	6	 	TU	 	1995
	6B
	 	3	 	Acetic Acid	 	64197	 	4	 	BT	 	1994
	6B
	 	3	 	Diethylene Glycol	 	111466	 	4	 	BT	 	1994
	6B
	 	3	 	Ethylene Glycol	 	107211	 	4	 	BT	 	1994
	6B
	 	3	 	Ethylenediamine-Tetraacetic Acid (EDTA)	 	60004	 	1	 	CO	 	1994
	6B
	 	3	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	1	 	CO	 	1994
	6B
	 	3	 	Isopropyl Alcohol	 	67630	 	2	 	CO	 	1994
	6B
	 	3	 	Isopropyl Alcohol	 	67630	 	8	 	BT	 	1994
	6B
	 	7	 	1-Propene, Polymer With Ehtene	 	9010791	 	36	 	QT	 	1994
	6B
	 	7	 	Acetic Acid	 	64197	 	1	 	BT	 	1994
	6B
	 	7	 	Acetic Acid	 	64197	 	9	 	BT	 	1994
	6B
	 	7	 	Acetic Acid	 	64197	 	2	 	BT	 	1995
	6B
	 	7	 	Chromium and non/AFMC-20 Compounds	 	7440473	 	4	 	CA	 	1995
	6B
	 	7	 	Diethylene Glycol	 	111466	 	4	 	CN	 	1994
	6B
	 	7	 	Diethylene Glycol	 	111466	 	1	 	BT	 	1994
	6B
	 	7	 	Diethylene Glycol	 	111466	 	2	 	BT	 	1995
	6B
	 	7	 	Diethylene Glycol	 	111466	 	9	 	BT	 	1994
	6B
	 	7	 	Ethylene Glycol	 	107211	 	2	 	BT	 	1995
	6B
	 	7	 	Ethylene Glycol	 	107211	 	1	 	BT	 	1994
	6B
	 	7	 	Ethylene Glycol	 	107211	 	9	 	BT	 	1994
	6B
	 	7	 	Ethylene Glycol	 	107211	 	24	 	CN	 	1994
	6B
	 	7	 	Ethylenediamine-Tetraacetic Acid (EDTA)	 	60004	 	4	 	CO	 	1994
	6B
	 	7	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	4	 	CN	 	1994
	6B
	 	7	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	4	 	CO	 	1994
	6B
	 	7	 	Isopropyl Alcohol	 	67630	 	4	 	BT	 	1995
	6B
	 	7	 	Isopropyl Alcohol	 	67630	 	18	 	BT	 	1994
	6B
	 	7	 	Isopropyl Alcohol	 	67630	 	8	 	CO	 	1994
	6B
	 	7	 	Isopropyl Alcohol	 	67630	 	2	 	BT	 	1994
	6B
	 	7	 	Lead and non/AFMC-20 Compounds	 	7439921	 	2	 	EA	 	1995
	6B
	 	7	 	Lead and non/AFMC-20 Compounds	 	7439921	 	4	 	CA	 	1994
	6B
	 	7	 	Lead and non/AFMC-20 Compounds	 	7439921	 	12	 	EA	 	1995
	6B
	 	7	 	Lead and non/AFMC-20 Compounds	 	7439921	 	2	 	EA	 	1995
	6B
	 	7	 	Sodium Nitrite	 	7632000	 	4	 	CA	 	1995
	6B
	 	7	 	Sodium Phosphate, Tribasic	 	7758294	 	2	 	CN	 	1994
	6B
	 	7	 	Sulfuric Acid	 	7664939	 	2	 	EA	 	1995
	6B
	 	7	 	Sulfuric Acid	 	7664939	 	2	 	EA	 	1995






 SFOSL for McClellan AFB
Group 6

Page 8 of 12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Facility	 	 	 	 	 	CAS	 	 	 	Quantity	 	 
	Cluster	 	Facility	 	Hazardous Substance	 	Reg. No.	 	Quantity	 	Units1	 	Year Used
	6B
	 	7	 	Sulfuric Acid	 	7664939	 	4	 	EA	 	1995
	6B
	 	7	 	Zinc and non/AFMC-20 Compounds	 	7446200	 	108	 	QT	 	1994
	6B
	 	8	 	Acetic Acid	 	64197	 	2	 	BT	 	1994
	6B
	 	8	 	Diethylene Glycol	 	111466	 	2	 	BT	 	1994
	6B
	 	8	 	Ethylene Glycol	 	107211	 	2	 	BT	 	1994
	6B
	 	8	 	Isopropyl Alcohol	 	67630	 	4	 	BT	 	1994
	6B
	 	10	 	Acetic Acid	 	64197	 	2	 	BT	 	1995
	6B
	 	10	 	Diethylene Glycol	 	111466	 	2	 	BT	 	1995
	6B
	 	10	 	Ethylene Glycol	 	107211	 	2	 	BT	 	1995
	6B
	 	10	 	Ethylenediamine-Tetraacetic Acid (EDTA)	 	60004	 	13	 	CO	 	1994
	6B
	 	10	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	13	 	CO	 	1994
	6B
	 	10	 	Isopropyl Alcohol	 	67630	 	26	 	CO	 	1994
	6B
	 	10	 	Isopropyl Alcohol	 	67630	 	4	 	BT	 	1995
	6B
	 	10	 	Mercury and non/AFMC-20 Compounds	 	7487947	 	24	 	PG	 	1995
	6B
	 	10	 	Mercury and non/AFMC-20 Compounds	 	7487947	 	150	 	PG	 	1995
	6B
	 	10	 	Potassium Hydroxide	 	1310583	 	24	 	PG	 	1995
	6B
	 	10	 	Potassium Hydroxide	 	1310583	 	150	 	PG	 	1995
	6B
	 	10	 	Zinc and non/AFMC-20 Compounds	 	7440666	 	24	 	PG	 	1995
	6B
	 	10	 	Zinc and non/AFMC-20 Compounds	 	7440666	 	150	 	PG	 	1995
	6B
	 	941	 	Acetic Acid	 	64197	 	2	 	BX	 	1994
	6B
	 	941	 	Ammonia	 	7664417	 	2	 	BX	 	1994
	6B
	 	941	 	Diethylene Glycol	 	111466	 	2	 	BX	 	1994
	6B
	 	941	 	Ethylene Glycol	 	107211	 	6	 	BX	 	1994
	6B
	 	941	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	4	 	BX	 	1994
	6B
	 	941	 	Isopropyl Alcohol	 	67630	 	4	 	BX	 	1994
	6B
	 	942	 	Acetic Acid	 	64197	 	2	 	BT	 	1994
	6B
	 	942	 	Ammonium Hydroxide	 	1336216	 	1	 	PT	 	1994
	6B
	 	942	 	Diethylene Glycol	 	111466	 	2	 	BT	 	1994
	6B
	 	942	 	Ethylene Glycol	 	107211	 	2	 	BT	 	1994
	6B
	 	942	 	Isopropyl Alcohol	 	67630	 	4	 	BT	 	1994
	6C
	 	922	 	Acetic Acid	 	64197	 	5	 	BT	 	1994
	6C
	 	922	 	Acetic Acid	 	64197	 	7	 	BT	 	1995
	6C
	 	922	 	Diethylene Glycol	 	111466	 	5	 	BT	 	1994
	6C
	 	922	 	Diethylene Glycol	 	111466	 	7	 	BT	 	1995
	6C
	 	922	 	Ethylene Glycol	 	107211	 	7	 	BT	 	1995
	6C
	 	922	 	Ethylene Glycol	 	107211	 	5	 	BT	 	1994
	6C
	 	922	 	Ethylenediamine-Tetraacetic Acid (EDTA)	 	60004	 	1	 	CO	 	1994
	6C
	 	922	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	1	 	CO	 	1994
	6C
	 	922	 	Isopropyl Alcohol	 	67630	 	40	 	BX	 	1994
	6C
	 	922	 	Isopropyl Alcohol	 	67630	 	14	 	BT	 	1995
	6C
	 	922	 	Isopropyl Alcohol	 	67630	 	2	 	CO	 	1994
	6C
	 	922	 	Isopropyl Alcohol	 	67630	 	10	 	BT	 	1994
	6C
	 	929	 	Diphenylamine	 	122394	 	1	 	CN	 	1994
	6C
	 	929	 	Ethylene Glycol	 	107211	 	8	 	BT	 	1994
	6C
	 	929	 	Ethylenediamine-Tetraacetic Acid (EDTA)	 	60004	 	7	 	CO	 	1994
	6C
	 	929	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	7	 	CO	 	1994
	6C
	 	929	 	Isopropyl Alcohol	 	67630	 	14	 	CO	 	1994
	6C
	 	929	 	Lead and non/AFMC-20 Compounds	 	7439921	 	10	 	EA	 	1994
	6C
	 	929	 	Methanol	 	67561	 	7	 	GL	 	1994
	6C
	 	929	 	Sulfuric Acid	 	7664939	 	6	 	EA	 	1994
	6C
	 	946	 	Ethylenediamine-Tetraacetic Acid (EDTA)	 	60004	 	15	 	CO	 	1994
	6C
	 	946	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	15	 	CO	 	1994






 SFOSL for McClellan AFB
Group 6

Page 9 of 12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Facility	 	 	 	 	 	CAS	 	 	 	Quantity	 	 
	Cluster	 	Facility	 	Hazardous Substance	 	Reg. No.	 	Quantity	 	Units1	 	Year Used
	6C
	 	946	 	Isopropyl Alcohol	 	67630	 	30	 	CO	 	1994
	6C
	 	1041	 	Dibutyl Phthalate	 	84742	 	5	 	BX	 	1995
	6C
	 	1041	 	Ethylbenzene	 	100414	 	2	 	DR	 	1995
	6C
	 	1041	 	Ethylbenzene	 	100414	 	96	 	KT	 	1995
	6C
	 	1041	 	Freon 113	 	76131	 	5	 	BX	 	1995
	6C
	 	1041	 	Hexane (N-Hexane)	 	110543	 	5	 	BX	 	1995
	6C
	 	1041	 	Isopropyl Alcohol	 	67630	 	48	 	KT	 	1995
	6C
	 	1041	 	MEK (Methyl Ethyl Ketone)	 	78933	 	8	 	DR	 	1995
	6C
	 	1041	 	MEK (Methyl Ethyl Ketone)	 	78933	 	96	 	KT	 	1995
	6C
	 	1041	 	MIBK (Methyl Isobutyl Ketone)	 	108101	 	96	 	KT	 	1995
	6C
	 	1041	 	Phthalic Anhydride	 	85449	 	10	 	BX	 	1995
	6C
	 	1041	 	Toluene	 	108883	 	96	 	KT	 	1995
	6C
	 	1041	 	Toluene	 	108883	 	8	 	DR	 	1995
	6C
	 	1041	 	Toluene	 	108883	 	5	 	BX	 	1995
	6C
	 	1041	 	Xylene and non/AFMC-20 Compounds	 	1330207	 	8	 	DR	 	1995
	6C
	 	1041	 	Xylene and non/AFMC-20 Compounds	 	1330207	 	96	 	KT	 	1995
	6C
	 	1042	 	Acetic Acid	 	64197	 	2	 	BT	 	1994
	6C
	 	1042	 	Acetic Acid	 	64197	 	3	 	BT	 	1995
	6C
	 	1042	 	Cadmium and non/AFMC-20 Compounds	 	7440439	 	9	 	PG	 	1994
	6C
	 	1042	 	Diethylene Glycol	 	111466	 	2	 	BT	 	1994
	6C
	 	1042	 	Diethylene Glycol	 	111466	 	3	 	BT	 	1995
	6C
	 	1042	 	Ethylene Glycol	 	107211	 	2	 	BT	 	1994
	6C
	 	1042	 	Ethylene Glycol	 	107211	 	3	 	BT	 	1995
	6C
	 	1042	 	Ethylenediamine-Tetraacetic Acid (EDTA)	 	60004	 	1	 	CO	 	1995
	6C
	 	1042	 	Ethylenediamine-Tetraacetic Acid (EDTA)	 	60004	 	4	 	CO	 	1994
	6C
	 	1042	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	4	 	CO	 	1994
	6C
	 	1042	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	1	 	CO	 	1995
	6C
	 	1042	 	Isopropyl Alcohol	 	67630	 	4	 	BT	 	1994
	6C
	 	1042	 	Isopropyl Alcohol	 	67630	 	2	 	CO	 	1995
	6C
	 	1042	 	Isopropyl Alcohol	 	67630	 	8	 	CO	 	1994
	6C
	 	1042	 	Isopropyl Alcohol	 	67630	 	6	 	BT	 	1995
	6C
	 	1042	 	Isopropyl Alcohol	 	67630	 	144	 	TU	 	1994
	6C
	 	1042	 	Lead and non/AFMC-20 Compounds	 	7439921	 	9	 	PG	 	1994
	6C
	 	1042	 	Mercury and non/AFMC-20 Compounds	 	7487947	 	45	 	PG	 	1994
	6C
	 	1042	 	Potassium Hydroxide	 	1310583	 	36	 	PG	 	1994
	6C
	 	1042	 	Toluene	 	108883	 	24	 	TU	 	1994
	6C
	 	1042	 	Xylene and non/AFMC-20 Compounds	 	 	 	24	 	TU	 	1994
	6C
	 	1042	 	Zinc and non/AFMC-20 Compounds	 	7446200	 	54	 	PG	 	1994
	6C
	 	1407	 	Acetic Acid	 	64197	 	18	 	BT	 	1995
	6C
	 	1407	 	Acetic Acid	 	64197	 	4	 	BT	 	1994
	6C
	 	1407	 	Acetic Acid	 	64197	 	6	 	BT	 	1995
	6C
	 	1407	 	Ammonium Hydroxide	 	1336216	 	6	 	JR	 	1995
	6C
	 	1407	 	Butane	 	106978	 	2	 	CN	 	1994
	6C
	 	1407	 	Cadmium and non/AFMC-20 Compounds	 	7440439	 	2	 	PG	 	1994
	6C
	 	1407	 	Dibutyl Phthalate	 	84742	 	1	 	BX	 	1995
	6C
	 	1407	 	Diethylene Glycol	 	111466	 	4	 	BT	 	1994
	6C
	 	1407	 	Diethylene Glycol	 	111466	 	18	 	BT	 	1995
	6C
	 	1407	 	Diethylene Glycol	 	111466	 	6	 	BT	 	1995
	6C
	 	1407	 	Ethylene Glycol	 	107211	 	18	 	BT	 	1995
	6C
	 	1407	 	Ethylene Glycol	 	107211	 	4	 	BT	 	1994
	6C
	 	1407	 	Ethylene Glycol	 	107211	 	6	 	BT	 	1995
	6C
	 	1407	 	Ethylenediamine-Tetraacetic Acid (EDTA)	 	60004	 	8	 	CO	 	1994






 SFOSL for McClellan AFB
Group 6

Page 10 of 12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Facility	 	 	 	 	 	CAS	 	 	 	Quantity	 	 
	Cluster	 	Facility	 	Hazardous Substance	 	Reg. No.	 	Quantity	 	Units1	 	Year Used
	6C
	 	1407	 	Freon 113	 	76131	 	1	 	BX	 	1995
	6C
	 	1407	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	8	 	CO	 	1994
	6C
	 	1407	 	Hexane (N-Hexane)	 	110543	 	1	 	BX	 	1995
	6C
	 	1407	 	Isopropyl Alcohol	 	67630	 	36	 	BT	 	1995
	6C
	 	1407	 	Isopropyl Alcohol	 	67630	 	8	 	BT	 	1994
	6C
	 	1407	 	Isopropyl Alcohol	 	67630	 	12	 	BT	 	1995
	6C
	 	1407	 	Isopropyl Alcohol	 	67630	 	6	 	CN	 	1994
	6C
	 	1407	 	Isopropyl Alcohol	 	67630	 	6	 	JR	 	1995
	6C
	 	1407	 	Isopropyl Alcohol	 	67630	 	16	 	CO	 	1994
	6C
	 	1407	 	Lead and non/AFMC-20 Compounds	 	7439921	 	2	 	PG	 	1994
	6C
	 	1407	 	Mercury and non/AFMC-20 Compounds	 	7487947	 	6	 	PG	 	1995
	6C
	 	1407	 	Mercury and non/AFMC-20 Compounds	 	7487947	 	10	 	PG	 	1994
	6C
	 	1407	 	Mercury and non/AFMC-20 Compounds	 	7487947	 	15	 	PG	 	1995
	6C
	 	1407	 	Phthalic Anhydride	 	85449	 	2	 	BX	 	1995
	6C
	 	1407	 	Potassium Hydroxide	 	1310583	 	6	 	PG	 	1995
	6C
	 	1407	 	Potassium Hydroxide	 	1310583	 	15	 	PG	 	1995
	6C
	 	1407	 	Potassium Hydroxide	 	1310583	 	8	 	PG	 	1994
	6C
	 	1407	 	Toluene	 	108883	 	1	 	BX	 	1995
	6C
	 	1407	 	Toluene	 	108883	 	12	 	JR	 	1995
	6C
	 	1407	 	Zinc and non/AFMC-20 Compounds	 	7440666	 	6	 	PG	 	1995
	6C
	 	1407	 	Zinc and non/AFMC-20 Compounds	 	7446200	 	12	 	PG	 	1994
	6C
	 	1407	 	Zinc and non/AFMC-20 Compounds	 	7440666	 	15	 	PG	 	1995
	6C
	 	1412	 	Acetic Acid	 	64197	 	24	 	BT	 	1995
	6C
	 	1412	 	Diethylene Glycol	 	111466	 	24	 	BT	 	1995
	6C
	 	1412	 	Ethylene Glycol	 	107211	 	24	 	BT	 	1995
	6C
	 	1412	 	Isopropyl Alcohol	 	67630	 	48	 	BT	 	1995
	6C
	 	1412	 	Phosphoric Acid	 	7664382	 	20	 	BX	 	1995
	6C
	 	1412	 	Sodium Dodecylbenzenesulfonate	 	25155300	 	16	 	EA	 	1995
	6C
	 	1438	 	Acetic Acid	 	64197	 	12	 	BT	 	1994
	6C
	 	1438	 	Cadmium and non/AFMC-20 Compounds	 	7440439	 	5	 	PG	 	1994
	6C
	 	1438	 	Cadmium and non/AFMC-20 Compounds	 	7440439	 	1	 	PG	 	1995
	6C
	 	1438	 	Chlorine	 	7782505	 	30	 	BX	 	1994
	6C
	 	1438	 	Diethylene Glycol	 	111466	 	12	 	BT	 	1994
	6C
	 	1438	 	Ethylene Glycol	 	107211	 	12	 	BT	 	1994
	6C
	 	1438	 	Ethylenediamine-Tetraacetic Acid (EDTA)	 	60004	 	7	 	CO	 	1995
	6C
	 	1438	 	Ethylenediamine-Tetraacetic Acid (EDTA)	 	60004	 	18	 	CO	 	1994
	6C
	 	1438	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	18	 	CO	 	1994
	6C
	 	1438	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	7	 	CO	 	1995
	6C
	 	1438	 	Isopropyl Alcohol	 	67630	 	36	 	CO	 	1994
	6C
	 	1438	 	Isopropyl Alcohol	 	67630	 	14	 	CO	 	1995
	6C
	 	1438	 	Isopropyl Alcohol	 	67630	 	24	 	BT	 	1994
	6C
	 	1438	 	Lead and non/AFMC-20 Compounds	 	7439921	 	1	 	PG	 	1995
	6C
	 	1438	 	Lead and non/AFMC-20 Compounds	 	7439921	 	5	 	PG	 	1994
	6C
	 	1438	 	Mercury and non/AFMC-20 Compounds	 	7487947	 	25	 	PG	 	1994
	6C
	 	1438	 	Mercury and non/AFMC-20 Compounds	 	7487947	 	5	 	PG	 	1995
	6C
	 	1438	 	Potassium Hydroxide	 	1310583	 	20	 	PG	 	1994
	6C
	 	1438	 	Potassium Hydroxide	 	1310583	 	4	 	PG	 	1995
	6C
	 	1438	 	Sodium Hypochlorite	 	7681529	 	130	 	BX	 	1994
	6C
	 	1438	 	Zinc and non/AFMC-20 Compounds	 	7446200	 	30	 	PG	 	1994
	6C
	 	1438	 	Zinc and non/AFMC-20 Compounds	 	7440666	 	6	 	PG	 	1995
	6C
	 	1439	 	Ethylenediamine-Tetraacetic Acid (EDTA)	 	60004	 	12	 	CO	 	1994
	6C
	 	1439	 	Glycol Ethers and non/AFMC-20 Compounds	 	 	 	12	 	CO	 	1994






 SFOSL for McClellan AFB
Group 6

Page 11 of 12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Facility	 	 	 	 	 	CAS	 	 	 	Quantity	 	 
	Cluster	 	Facility	 	Hazardous Substance	 	Reg. No.	 	Quantity	 	Units1	 	Year Used
	6C
	 	1439	 	Isopropyl Alcohol	 	67630	 	24	 	CO	 	1994








 




	
	1Note — Quantity Units are as follows:





	 	 	 	 	 	 	 
	BT - Bottle

	 	CO - Container
	 	GL - Gallon
	 	QT - Quart
	BX - Box

	 	DR - Drum
	 	LB - Pound
	 	TU - Tube
	CA - Can

	 	DZ - Dozen
	 	PG - Package	 	 
	CN - Carton

	 	KT - Kit
	 	PT - Pint	 	 






S: 1-SFOSL/Groups/Frp6/Final/SFOSL/Atch 4



 SFOSL for McClellan AFB
Group 6


Page 12 of 12









 








Attachment 5




Table 2 — Notice of Hazardous Substances Released




McClellan AFB Group 6 Facilities




     Notice is hereby provided that the following information from the Site Specific Supplement EBS
provides notice of hazardous substances that are known to have been released on McClellan Air Force
Base, and the dates the release took place. The information contained in this notice is required
under the authority of regulations promulgated under section 120(h) of the Comprehensive
Environmental Response, Liability, and Compensation Act (CERCLA or “Superfund”) 42 U.S.C. section
9620(h).



     Releases of hazardous substances have occurred in the past resulting in contamination in the
soil, soil gas, and groundwater. These substances are being cleaned up under the CERCLA
Installation Restoration Program (IRP). See section 3.6 of the SSSEBS for a discussion of
contaminants being addressed under the IRP.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Quantity	 	Property/	 	RQ	 	 	 	 
	Cluster	 	 	 	 	 	Release	 	Building	 	Exceeded	 	 	 	 
	ID	 	Facility	 	Substance Spilled	 	(Ibs)	 	Affected	 	?	 	Spill Date	 	Comments
	6A
	 	15	 	Dry Chemical Fire	 	2	 	Property	 	No	 	5/2/1995	 	Released during fire suppression.
	 
	 	 	 	Extinguisher	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	(Potassium Bichromate)	 	 	 	 	 	 	 	 	 	 
	6A
	 	19	 	Waste Sodium	 	40	 	Building	 	No	 	10/31/1990	 	“Reactive Sol’n”, due to mixing of incompatible waste
	 
	 	 	 	Hydroxide, Aluminum	 	 	 	 	 	 	 	 	 	streams, heat, gas generated, no other release.
	 
	 	 	 	mixture.	 	 	 	 	 	 	 	 	 	 
	6A
	 	21	 	Propane Gas	 	<10	 	Property	 	No	 	4/11/1995	 	Cylinder overfilled, released pressure.
	6A
	 	21	 	Diesel Fuel	 	8	 	Property	 	No	 	8/20/1991	 	Automobile, leaking fuel line, onto pavement.
	6A
	 	21	 	“Sulfur Odor”	 	Unknown	 	Building	 	No	 	5/7/1996	 	“Sulfur odor” reported, no release identified.
	6A
	 	23	 	Hydraulic Fluid	 	210	 	Building	 	No	 	11/30/1998	 	Broken hydraulic line, cleaned up with absorbant.
	6A
	 	24	 	ABC Dry Chemical from	 	5	 	Property	 	No	 	11/10/1998	 	West side of bldg. — powder vacummed up.
	 
	 	 	 	Fire Extinguisher	 	 	 	 	 	 	 	 	 	 
	6A
	 	26	 	Diesel	 	560	 	Property	 	No	 	2/5/1990	 	Overfill of UST.
	6A
	 	262-B	 	Battery Acid	 	24	 	Building	 	No	 	10/28/1988	 	Released during charging of SSUPS batteries.
	6A
	 	263-B	 	Compressor Oil	 	Unknown	 	Building	 	Unknown	 	12/4/1995	 	Equipment failure.
	6A
	 	263-B	 	Breaker Gell	 	< 1	 	Building	 	N/A	 	9/30/1996	 	Room 104, breaker failed, PCB ND.
	6A
	 	263-B	 	Ethylene Glycol	 	2	 	Property	 	Yes	 	2/26/1997	 	Leak from automobile onto pavement.
	6A
	 	269-B	 	Ethylene Glycol	 	8	 	Property	 	Yes	 	1/14/1994	 	Auto accident, release contained on pavement.
	6A
	 	269-B	 	Burned Transformer Oil	 	5	 	Building	 	No	 	2/20/1988	 	Transformer in basement, caught fire, non-PCB item.






 SFOSL for McClellan AFB
Group 6

Page 1 of 4









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Quantity	 	Property/	 	RQ	 	 	 	 
	Cluster	 	 	 	 	 	Release	 	Building	 	Exceeded	 	 	 	 
	ID	 	Facility	 	Substance Spilled	 	(Ibs)	 	Affected	 	?	 	Spill Date	 	Comments
	6A
	 	269-D	 	“Natural Gas Odor”	 	Unknown	 	Building	 	No	 	7/16/1990	 	Area ventilated.
	6A
	 	269-D	 	N/A	 	N/A	 	N/A	 	N/A	 	4/16/1997	 	Automobile gasoline tank overfill onto pavement.
	6A
	 	269-F	 	Ammonia Solution	 	8	 	Property	 	No	 	4/14/1988	 	Anhydrous ammonia vent line filled
with water condensate, released during repair of line.
	6A
	 	310	 	AFFF (Glycol Ether)	 	< 1	 	Property	 	Yes	 	4/29/1988	 	Leak from fire truck. 
	6A
	 	334	 	Freon	 	24	 	Building	 	No	 	4/4/1988	 	Dropped container.
	6A
	 	347-D	 	Diesel / Motor Oil	 	Unknown	 	Property	 	Yes	 	3/25/1996	 	Magpie Creek near Bldg 347, diesel
/ motor oil in creek, from off-base, CRWQCB, DF&G, SAC Co. Haz Mat notified.
	6A
	 	53	 	Natural Gas Odor	 	Unknown	 	Building	 	Unknown	 	4/25/1991	 	Forklift ruptured a natural gas line.
	6A
	 	54	 	Hydraulic fluid or

gasoline	 	16	 	Property	 	No	 	6/10/1998	 	Back lot - Hydraulic Fliud or
Gasoline on parking lot
no puddle only wet.  Cleaned up with absorbant.
	6A
	 	54	 	Paint in dumpster	 	50	 	Property	 	No	 	1/23/1998	 	North side - Paint in pumster got
rained on and the
paint/rainwater leaked out of the dumpster onto the
blacktop.  Cleanup with kitty litter.
	6B
	 	10	 	Safrotin (flea spray)	 	Unknown	 	Building	 	Unknown	 	2/28/1996	 	Pesticide spray caused evacuation
of bldg for several hours.
	6B
	 	102	 	Gasoline	 	2	 	Property	 	No	 	1/30/1987	 	Leak from automobile onto pavement.
	6B
	 	150	 	Halon Fire Extinguisher	 	12	 	Building	 	No	 	3/7/1997	 	Released during fire suppresion.
	6B
	 	150	 	Sewage	 	80000	 	Building	 	No	 	4/21/1996	 	Contained in basement.
	6B
	 	3	 	Diesel Fuel	 	15	 	Property	 	No	 	9/6/1988	 	Broken heavy equipment line.
	6B
	 	3	 	Natural Gas	 	Unknown	 	Building	 	Unknown	 	9/22/1988	 	Gas line ruptured during bldg renovation.
	6B
	 	4	 	Motor oil	 	4	 	Property	 	No	 	10/2/1997	 	POV leaked oil onto Peacekeeper
Road, a few drops went into the drain.  Speed dry was put on it.
	6B
	 	8	 	Gasoline	 	2	 	Property	 	No	 	2/23/1995	 	Release from automobile onto pavement.
	6B
	 	8	 	Hydraulic fluid	 	24	 	Property	 	No	 	6/15/1990	 	Equipment failure, release to pavement.
	6B
	 	89	 	Waste Paint	 	40	 	Property	 	Yes	 	8/18/1988	 	Paint from washing equipment next
to bldg, released to ditch, visible behind 929.





 SFOSL for McClellan AFB
Group 6


Page 2 of 4









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Quantity	 	Property/	 	RQ	 	 	 	 
	Cluster	 	 	 	 	 	Release	 	Building	 	Exceeded	 	 	 	 
	ID	 	Facility	 	Substance Spilled	 	(Ibs)	 	Affected	 	?	 	Spill Date	 	Comments
	6B
	 	941	 	Used Motor Oil	 	25	 	Property	 	No	 	9/5/1995	 	South of bldg, abandoned used motor
oil, spilled into “plugged” drain, no release to storm drain system.
	6C
	 	1041	 	Ethylene Glycol	 	12	 	Building	 	Yes	 	10/10/1996	 	North of bldg, leak from automobile onto pavement.
	6C
	 	1059	 	Hydraulic Fluid	 	40	 	Property	 	No	 	7/10/1996	 	Behind Bldg 1048, equipment
failure, fluid sprayed over 10 sf soil / rock area.
	6C
	 	1410	 	Gasoline	 	2	 	Property	 	No	 	3/12/1998	 	Gas leak from POV, cleaned up with absorbant material.
	6C
	 	1412	 	Spent Motor Oil	 	120	 	Property	 	No	 	4/13/1995	 	Used motor oil improperly disposed near dumpster
	6C
	 	1412	 	Sulfuric Acid,	 	20	 	Property	 	Yes	 	3/9/1995	 	Car fire, > 1 lb antifreeze.
	 
	 	 	 	Ethylene Glycol	 	 	 	 	 	 	 	 	 	 
	6C
	 	1438	 	Gasoline	 	15	 	Property	 	No	 	4/23/1997	 	Near Bldg 1438, across Dudley Blvd.
	6C
	 	1439	 	Chlorine Gas	 	<1	 	Building	 	No	 	6/13/1995	 	Routine venting of pump unit tripped alarm, no other
release determined.

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	
	6C
	 	1439	 	Gasoline	 	1	 	Property	 	No	 	6/26/1995	 	Release from automobile onto pavement.
	6C
	 	1439	 	“Smoke / Fumes” Emanating From Sump	 	Unknown	 	Property	 	Unknown	 	8/11/1995	 	Undetermined source/cause,
employees allowed to return to bldg after smoke/fumes dissipated.
	6C
	 	1439	 	Motor oil	 	8	 	Property	 	No	 	3/15/1996	 	Leak as result of automobile oil
change, contained on pavement.
	6C
	 	900	 	Gasoline	 	8	 	Property	 	No	 	4/25/1994	 	Automobile tank overflow onto pavement.
	6C
	 	900	 	Hydraulic Fluid	 	80	 	Building	 	No	 	3/5/1998	 	Broken hydraulic line.  Absorbant.
	6C
	 	900	 	Gasoline	 	15	 	Property	 	No	 	4/13/1995	 	Release from automobile onto pavement.
	6C
	 	900	 	Hydraulic Fluid	 	8	 	Property	 	No	 	7/30/1998	 	Oil found on the ground, was
hydraulic fluid. Cleaned up with absorbant.
	6C
	 	900	 	Gasoline	 	75	 	Property	 	No	 	10/6/1995	 	South of bldg, automobile gas tank
leak, contained on Pavement.
	6C
	 	922	 	Latex Paint	 	8	 	Property	 	No	 	3/3/1996	 	Approx 1 gal of paint from off-base, in creek near
bldg 922, from freshly painted fence, wash-off during
rain, Sac Co. Fire, Sherrif, Sac
Co. Hazmat, DFG responded.
	6C
	 	924	 	Motor oil	 	<1	 	Property	 	No	 	2/2/1998	 	South side - Oil from POV drained
into a pan then left in the street.  Rain caused
oil to spill from pan onto street.  Absorbant used to clean up spill.





 SFOSL for McClellan AFB
Group 6


Page 3 of 4









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Quantity	 	Property/	 	RQ	 	 	 	 
	Cluster	 	 	 	 	 	Release	 	Building	 	Exceeded	 	 	 	 
	ID	 	Facility	 	Substance Spilled	 	(Ibs)	 	Affected	 	?	 	Spill Date	 	Comments
	6C
	 	924	 	Sewage	 	Unknown	 	Both	 	Unknown	 	6/23/1997	 	Undetermined if sewage was actually released. RWQCB notified. awaiting fecal test results. (Potential NPDES violation)
	6C
	 	929	 	Florisene Dye	 	Unknown	 	Property	 	N/A	 	10/23/1987	 	Drainage ditch behind bldg, determined to be a dye.
	6C
	 	946	 	Sewage	 	Unknown	 	Building	 	No	 	10/10/1998	 	Sewage pipe blockage.  Cleaned up, no EM issues
	6C
	 	947	 	Sewage	 	Unknown	 	Building	 	No	 	10/10/1998	 	Sewage pipe blockage.  Cleaned up, no EM issues






	 	 	 	 	 	 	 
	Footnotes:	 	 	 	 
	CSF
	 	= Conforming Storage Facility	 	ND	 	= Not Detected
	DRMO
	 	= Defense Reutilization and Marketing Office	 	NRC	 	= Nuclear Regulatory Commission
	DTSC
	 	= Department of Toxic Substances Control	 	PCBs	 	= Polychlorinated Biphenyls
	EM
	 	= Environmental Management	 	PCE	 	= Perchloroethylene
	GWTP
	 	= Groundwater Treatment Plant	 	PPM	 	= Parts Per Million
	HVAC
	 	= Heating, Ventilation, and Cooling	 	PPB	 	= Parts Per Billion
	IWL
	 	= Industrial Wastewater Line	 	RQ	 	= Reportable Quantity
	IWTP
	 	= Industrial Wastewater Treatment Plant	 	RWQCB	 	= Regional Water Quality Control Board
	MEK
	 	= Methyl Ethyl Ketone	 	UST	 	= Underground Storage Tank
	N/A
	 	= Not Applicable	 	VOC	 	= Volatile Organic Compound






     Source: McClellan Air Force Base Environmental Management Spill Log Records, August 1999.



 SFOSL for McClellan AFB
Group 6

Page 4 of 4









 





Attachment 6




REGULATORY LETTERS





 SFOSL for McClellan AFB
Group 6

 









 







	 	 	 	 	 
	

	 	
California Regional Water Quality Control Board

Central Valley Region

Steven T. Butler, Chair
	 	
	 

	 	 	 	 
	Winston H. Hickox

	 	Sacramento Main Office
	 	Gray Davis
	Secretary for

	 	Internet Address: http://www.swrcb.ca.gov/~rwqcb5
	 	Governor
	Environmental

	 	3443 Routier Road, Suite A, Sacramento, California 95827-3003	 	 
	Protection

	 	Phone (916) 255-3000 • FAX (916) 255-3015	 	 






20 November 2000




Environmental Management

Attention: Mr. Phil Mook

SM-ALC/EMR

5050 Dudley Boulevard, Suite 3

McClellan AFB, CA 95652-1389


DRAFT FINAL SITE-SPECIFIC SUPPLEMENTAL ENVIRONMENTAL BASELINE SURVEY (SSSEBS) FOR GROUP 6
FACILITIES AND ASSOCIATED PROPERTIES (DSR# 415-3), McCLELLAN AIR FORCE BASE (AFB), SACRAMENTO
COUNTY



Thank you for the opportunity to review the subject document (SSSEBS) that was submitted in
Change-out Pages with Response to Comments on 20 October 2000 and 6 November 2000. The SSSEBS
documents the current environmental condition of real property for the Group 6 facilities and
associated pavement, parking, and land areas at McClellan AFB. We have reviewed the SSSEBS
change-out pages and the responses to our comments on the draft. We have determined that our
comments on the draft have been adequately addressed.



If you have any questions, please contact me at (916) 255-3069, or e-mail me at
(taylorjd@rb5s.swrcb.ca.gov).




JAMES D. TAYLOR

Associate Engineering Geologist




			
	cc:	 	Mr. Joe Healy, United States Environmental Protection Agency, San Francisco

Mr. Bill Kilgore, Department of Toxic Substances Control, Sacramento

Mr. Rick Solander, Environmental Management, McClellan AFB

Mr. Brian Hovander, AFBDA/DM, McClellan AFB






	 	 	 	 	 
	 
	 	California Environmental Protection Agency
	 	 
	 
	 	 	 	 
	 
	 	Recycled Paper	 	 





 









 






	 	 	 
	To:

	 	ISMTP@ADMIN@AFBDA.HDQ["'farnham, april’”
	 

	 	<april_farnham@urscorp.com>],Brian Hovander@MCCLELLAN@AFBDA.DCM
	From:

	 	Richard.Solander@mcclellan.af.mil
	Cc:
	 	 
	Subject:

	 	FW: Group 6 Commnets
	Attachment:
	 	 
	Date:

	 	12/12/00 2:34 PM






Finally got it.




—Original Message—

From: Work.Michael@epamail.epa.gov [mailto: Work.Michael@epamail.epa.gov]



Sent: Tuesday, December 12, 2000 2:23 PM

To: Richard.Solander@mcclellan.af.mil

Cc: mmalinow@dtsc.ca.gov; bkilgore@dtsc.ca.gov;

dAlmeida.Carolyn@epamail.epa.gov; Healy.Joseph@epamail.epa.gov

Subject: Re: Group 6 Commnets



Hi Richard,



per our conversation of today, please accept this email communication as documentation of my
determination that all EPA comments on Group 6 have been addressed. If you have any questions
please email me or call me at 415-744-2392.




Richard.Solander@mcclellan.af.mil on 11/30/2000 07:14:44 AM





			
	To:	 	mmalinow@dtsc.ca.gov







			
	cc:	 	Joseph Healy/R9/USEPA/US@EPA, Carolyn

dAlmeida/R9/USEPA/US@EPA, bkilgore@dtsc.ca.gov,

Michael Work/R9/USEPA/US@EPA






 









 








Subject: Group 6 Comments




Fax to:




Mark,



As we discussed yesterday, comments on the Group 6 Draft Final Documents were due on 11/20/00. I
know that Francesca has been on vacation. Could you please take a look at the Response to
Comments and associated change-out pages and provide us a letter (email is fine). If you can’t
locate the package we sent, I have an extra one. The Water Board has provided us a letter saying
that all of their comments were adequately addressed.



For EPA: Michael Work has verbally indicated that our responses to comments
were adequate. We need a letter (or email).




Thanks,




Rick




 









 








	 	 	 
	To:

	 	Brian Hovander@MCCLELLAN@AFBDA.DCM
	From:

	 	Richard.Solander@mcclellan.af.mil
	Cc:
	 	 
	Subject:

	 	FW: Group 6 Comments
	Attachment:
	 	 
	Date:

	 	12/12/00 2:00 PM






DTSC comments on Group 6 Draft Final. They had no comments on the SFOSL.




—Original Message—

From: Mark Malinowski [mailto:MMalinow@dtsc.ca.gov]

Sent: Thursday, November 30, 2000 11:12 AM

To: Richard.Solander@mcclellan.af.mil

Cc: Bill Kilgore; work.michael@epa.gov;

dAlmeida.Carolyn@,epamail.epa.gov; healy.joseph@epamail.epa.gov

Subject: Re: Group 6 Commnets


Hello Rick. I reviewed the Response to Comments for the DTSC comments. Comments 1, 3, 4, 5, 6, 7,
and 9 have been adequately addressed and the changes are fine.
Comment 2 was regarding the groundwater maps and revised Figures 3-le, 3-2e and 5-lb were not
included in the Revision pages. Figure 5-la of the revision appears to be exactly the same as the
figure in the Draft SSEBS. I believe the groundwater figures need to be revised.
Comment 8 regarding asbestos appears ok to me, but Francesca made the comment and I don’t know what
she was looking for so I cannot address it. Comment 10. The response addresses part of the issue
but I recommend the following minor change to the text. “Groundwater samples will be collected and
analyzed to determine the extent of contaminants concentrations present in groundwater beyond PRL
S-039.
Comment 11. The response (refers to RWQCB’s comment #40) states a footnote has been added to
Tables 3-4 and 3-5. Tables 3-4 and 3-5 were not included in the revision pages. I hope, being a
footnote, that rather than printing the entire Table a single page be revised so that we only
replace the last page of the appropriate Table.



Our Internet e-mail will be down starting at noon today until Monday so if you have a response,
don’t hesitate to call me 255-3717. Thanks, MM



>>> Solander Richard V Civ SMALC/EMT <Richard.Solander@mcclellan.af.mil> 11/30/2000
7:14:44 AM >>>

Mark,



As we discussed yesterday, comments on the Group 6 Draft Final Documents were due on 11/20/00. I
know that Francesca has been on vacation. Could you please take a look at the Response to
Comments and associated change-out pages and provide us a letter (email is fine). If you can’t
locate the package we sent, I have an extra one. The Water Board has provided us a letter saying
that all of their comments were adequately addressed.



For EPA: Michael Work has verbally indicated that our responses to comments were adequate. We
need a letter (or email).




 









 








	 	 	 	 	 
	

	 	
 California Regional Water Quality Control Board

Central Valley Region

Steven T. Butler, Chair
	 	
	 

	 	 	 	 
	Winston H. Hickox

	 	Sacramento Main Office
	 	Gray Davis
	Secretary for

	 	Internet Address: http://www.swrcb.ca.gov/~rwqcb5
	 	Governor
	Environmental

	 	3443 Routier Road, Suite A, Sacramento, California 95827-3003	 	 
	Protection

	 	Phone (916) 255-3000 • FAX (916) 255-3015	 	 






6 September 2000




Environmental Management

Attention: Mr. Phil Mook

SM-ALC/EMR

5050 Dudley Boulevard, Suite 3

McClellan AFB, CA 95652-1389


DRAFT SUPPLEMENTAL FINDING OF SUITABILITY TO LEASE (FOSL) FOR GROUP 6 FACILITIES (DSR# 416-1),
McCLELLAN AIR FORCE BASE (AFB), SACRAMENTO COUNTY



Thank you for the opportunity to review the subject document (FOSL), submitted 27 July 2000. The
FOSL documents specific environmental conditions and findings related to the delivery of possession
of Group 6 facilities, McClellan AFB, to the County of Sacramento, under the terms of an Economic
Development Conveyance. Our General and Specific Comments on the FOSL are provided below.




GENERAL COMMENTS





	1.	 	Comments on the SSSEBS: Our comments (letter dated 6 September 2000) on the Draft
Site-Specific Supplemental Environmental Baseline Survey for Group 6 Facilities and Associated
Properties (SSSEBS) has noted numerous errors. Revisions to the Draft FOSL should consider
the comments on the Draft SSSEBS by the regulatory agencies and be revised for consistency
with the comments and revisions to the SSSEBS.
	 
	2.	 	Previous FOSL Comments: The draft of this FOSL was developed prior to the finalization of
the FOSL for the Group 5 Facilities. The comments prepared for the Group 5 FOSL (letter dated
6 July 2000) should be considered during development of the draft final. Some of our Group 5
comments resulted in changes that should be carried through to the Group 6 and subsequent
FOSLs. Our comments on previous Facility Group FOSLs (e.g., Group 4 FOSL comment letter dated
13 April 2000) should also be considered during development of the draft final.
	 
	3.	 	Contamination Level Site Categorization Criteria: The discussions in Sections 5.2.1 and
5.2.2 describe contaminants that exceed threshold categorization criteria. These sections
list VOCs as exceeding both residential PRGs and 1,000 ppbv. The site categorization
criterion





	 	 	 	 	 
	 
	 	California Environmental Protection Agency
	 	 
	 
	 	 	 	 
	 
	 	Recycled Paper	 	 





 









 






					
	Draft FOSL for Group 6
	 	- 2 -
	 	6 September 2000
	McClellan AFB	 	 	 	 







	 	 	for VOCs (as stated on page 5, first full paragraph) is 1,000 ppbv. It is unclear
if using both
residential PRGs and the 1,000 ppbv threshold for VOCs is accurate or necessary. Please verify
if the intent of the SSSEBSs and the FOSLs is to categorize VOCs using both residential PRGs and
the 1,000 ppbv threshold criteria, and revise or clarify these documents accordingly.





SPECIFIC COMMENTS





	1.	 	Section 1.1, page 1, last sentence: This sentence states that, “The County of Sacramento
plans to continue to operate the subject property as industrial; however, the County’s reuse
plan is undergoing revision.” The Group 6 facilities are located in areas that are
potentially suitable for residential reuse or a mix of residential and industrial reuse. This
statement should be checked for accuracy with the county’s reuse plans for areas that are
suitable for industrial as well as residential reuse. We believe that most if the Group 6
facilities will have commercial reuse in addition to industrial reuse.
	 
	2.	 	Section 1.2, page 1, reference 8 at end of paragraph: We mistakenly provided an outdated
reference to the Basin Plan. The correct reference and most recent revision to the Basin Plan
is as follows:
	 
	 	 	Fourth Edition of the Water Quality Control Plan (Basin Plan) for the Sacramento River and San
Joaquin River Basins, revised 15 September 1998
	 
	 	 	Please update this reference in the FOSL for Group 6.
	 
	3.	 	Section 5.2, page 4, first paragraph: This paragraph is missing information (3 sentences)
that were included in the corresponding section of the Draft Final FOSL for Group 5. The
missing sentences that should be included at the end of the first paragraph of Section 5.2 are
as follows:
	 
	 	 	“However, it should be noted that for all clusters (6A, 6B & 6C) the issue of allowable
concentrations of volatile organics in shallow soil has not been resolved. There could be
Regulatory Agency restrictions on the use of some facilities based on concerns of the quality of
indoor air due to the migration of volatile organics in the shallow subsurface. Where data gaps
exist, information gathered during the closure of these data gaps could affect the conclusion of
the risk assessment.”
	 
	 	 	We believe that this information is pertinent and should be included in the FOSL for Group 6.
Please insert this information into the text at the referenced location (see above for
reference).
	 
	4.	 	Section 5.2.1, page 6 and 7, first paragraph, last sentence on page 6 and continued at top of
page 7: This sentence states that, “PCBs, cadmium, lead, chromium, ... have been reported at
concentrations greater than residential PRGs within IRP Site SA 109 (Magpie Creek).” This
statement singles out IRP Site SA 109 for discussion of constituents that are present in the
Cluster 6A footprint. There are several other IRP sites within this cluster with constituents
that are above threshold criteria. It appears that this section is inconsistent with the
general nature of the discussion presented in previous FOSL group sections (e.g.,
corresponding




 









 











					
	Draft FOSL for Group 6
	 	- 3 -
	 	6 September 2000
	McClellan AFB	 	 	 	 







	 	 	sections in FOSLs for Groups 4 and 5). Previous FOSL group sections discuss contaminants
that are present in the group cluster in general, and not specific to any IRP site within that
cluster. Please check this section discussion for consistency with previous FOSL group
sections.
	 
	5.	 	Section 5.2.1, page 7, first full sentence at top of page: This sentence states that, “In
addition, VOC concentrations (TCE, 1,1-DCE, cis-1, 2-DCE, carbon tetrachloride, Freon® 113,
Freon ®11, propene, chloroform, and benzene) greater than 1,000 ppbv have been reported in
soil gas within the Cluster 6A property footprint.” The site categorization criterion for
Freonc (as stated on page 5, first full paragraph) is 5,000 ppbv. Please check this statement
for accuracy and revise accordingly.
	 
	6.	 	Section 5.2.2, page 7, second paragraph, second sentence: This sentence states that, “TCE ,
carbon tetrachloride, 1,1-DCE, and cis-1,2-DCE have been reported at concentrations greater
than residential PRGs have been reported in soil gas within the Cluster 6B footprint.” This
sentence appears incomplete (i.e., missing some words) and may be inaccurate (see General
Comment 3). Please revise this sentence for clarity and accuracy based on the response to
General Comment 3.
	 
	7.	 	Section 5.4, page 8, first paragraph, last sentence and second paragraph first sentence:
These two sentences state almost the same thing and appear to be redundant. Please delete one
of the sentences if the sentences are redundant.
	 
	8.	 	Section 5.15, page 14 third paragraph and page 15 third paragraph: These two paragraphs
state the same thing and appear to be redundant. Please delete one of the paragraphs if the
paragraphs are redundant.




If you have any questions, please contact me at (916) 255-3069, or e-mail me at
(taylorjd@rb5s.swrcb.ca.gov).




JAMES D. TAYLOR

Associate Engineering Geologist




			
	cc:	 	Mr. Joe Healy, United States Environmental Protection Agency, San Francisco

Mr. Bill Kilgore, Department of Toxic Substances Control, Sacramento

Mr. Rick Solander, Environmental Management, McClellan AFB

Mr. Brian Hovander, AFBDA/DM, McClellan AFB






 









 








	 	 	 
	

	 	
UNITED STATES ENVIRONMENTAL PROTECTION AGENCY

Region 9

75 Hawthorne Street

San Francisco CA 94105-3901






September 6, 2000




Air Force Base Conversion Agency

Attn: Tony Wong

3237 Peacekeeper Way, Room 108

McClellan AFB, CA 95652-1056




			
	Subject:	 	EPA Comments on Draft SSSEBS Group 6 (July 2000) and

Draft SFOSL for Group 6 Facilities (July 25, 2000)






Dear Tony:



Attached are comments from EPA’s contractor (TLI) and base closure specialists on the Draft
SSSEBS/SFOSL for Group 6 facilities. I have reviewed these comments and am forwarding them to you
as EPA’s official comments on the above documents.



Draft Site-Specific Supplemental Environmental Baseline Survey — Group 6




General Comments





	1.	 	As stated in the guidance document Fast Track to FOST (Fall 1996), the analysis of intended
use is based on a review of existing information. However, this document is silent on what
information was reviewed which supports the conclusions regarding reuse.
	 
	2.	 	Figure 3-le, Cluster 6A — Groundwater Contamination Status Within and Adjacent to Property
Footprint. The map indicates that portions of the groundwater contamination where a release
has occurred are in property category 3, however, not in concentrations which will require
remedial action. It is understood that this groundwater cleanup level issue is currently
under dispute between the Air Force and the State. However, EPA is pleased to note that the
Air Force has taken action to obviate the need for this dispute to settle prior to concurrence
on this SFOSL by including the following language: “restrictions on the groundwater usage
will be imposed on those areas designated a Category 3 contamination status” (reference SSSEBS
page 3-37, Section 3.6.1, Risk Overview).





Specific Comments





	1.	 	Page 3-8, Buildings 945, 946 and 947: The text indicates that the sump interiors were not
inspected. Will there be a follow-up inspection prior to a potential lease agreement for
these buildings?




 









 












	2.	 	Page 3-13, Building 10: With regard to a spill, the text states that is not known if the
reportable quantity was exceeded. What is the protocol for property classification in such
cases?
	 
	3.	 	Page 3-62, Building 903: It is not clear in the text whether the loose floor tiles were
confirmed positive by the McClellan AFB asbestos team. Please clarify in the next report.





Draft Supplemental Finding of Suitability to Lease — Group 6





	1.	 	Page 6, Section 5.2, Final Paragraph: The text acknowledges that cleanup standards have not
been established for groundwater and, as a result: “restrictions on groundwater use will be
placed on areas designated environmental condition category 3.” EPA assumes that such
restrictions will also include those areas of groundwater in which MCLs have been exceeded.
	 
	 	 	If you have any questions, please feel free to have your staff contact me at 415-744-2392.





	 	 	 	 	 
	 

	 	 	 	Sincerely,
	 
	 	 	 	 
	 

	 	 	 	Michael Work
	 

	 	 	 	Remedial Project Manager
	 

	 	 	 	Federal Facilities Cleanup Branch
	 

	 	 	 	Superfund Division (SFD-8-3)
	 
	 	 	 	 
	Enclosure
	 	 	 	 
	 
	 	 	 	 
	cc:

	 	Randy Adams, DTSC
	 	Alex MacDonald, RWQCB
	 

	 	Paul Brunner, McAFB
	 	Rick Solander, McAFB
	 

	 	Bob Carr, EPA
	 	Phil Mook, McAFB
	 

	 	Francesca Donofrio, DTSC	 	 






 









 






September 5, 2000




Mr. Michael Work (SFD-8-3)

U.S. Environmental Protection Agency

Region IX

75 Hawthorne Street

San Francisco, CA 94105




			
	Subject:	 	Contract No. 68-W-98-0220 / WA No. 220-04-41NH

McClellan Air Force Base;

Review of the Draft Site-Specific Supplemental Environmental

Baseline Survey (SSSEBS) for Group 6 Facilities






Dear Mr. Work:



Enclosed please find TechLaw’s evaluation of the Site-Specific Supplemental Environmental Baseline
Survey (SSSEBS) and Supplemental Finding of Suitability to Lease (SFOSL) for Group 6 Facilities,
located at the McClellan Air Force Base, dated July 2000.



This evaluation is being forwarded to you through electronic mail in WordPerfect® for Windows
format. A hard copy of this deliverable was also submitted.



Thank you for the opportunity to provide U. S. EPA with technical oversight services at McClellan
AFB. Should you have any questions, please feel free to contact me at (415) 281-8730 x 21.




Sincerely,




Jeff Raines, P.E.

Regional Manager




			
	copies to:	 	Angela Commisso, U.S. EPA Region IX, w/o attachment

Joseph Healy, U.S. EPA Region IX

P. Brown-Derocher/Central Files






 









 








McCLELLAN AIR FORCE BASE

Sacramento, California




Group 6 Site Specific Supplemental

Environmental Baseline Survey




Submitted to:

Dr. Joseph Healy

EPA Work Assignment Manager

U.S. Environmental Protection Agency

Region IX SFD-8-1

75 Hawthorne Street

San Francisco, California 94105




Submitted by:




TechLaw Inc.

530 Howard Street

Suite 400

San Francisco, California 94105




					
	EPA Work Assignment No.
	 	 	 	220-04-41NH
	Contract No.
	 	 	 	68-W-98-0220
	EPA WAM
	 	 	 	Joseph Healy
	Telephone No.
	 	 	 	(415) 744-2211
	TechLaw Site Manager
	 	 	 	Jeff Raines
	Telephone No.
	 	 	 	(415) 281-8730 x 21
	 
	 	September 5, 2000	 	 






 









 






General Comments





	1.	 	It is understood that the compilation of the Site Specific Supplemental Environmental
Baseline Summary (SSS/EBS) took place over many months on a tight deadline and that not all of
the available information could be incorporated into the document to meet the deadline.
However, for the draft final SSS/EBS, please make sure that the following sections are
updated:






	 	•	 	Page ES-4, bullet for SA 058: Please assure that the OU A RICs information
is incorporated — this information also must be added to page 6-1;
	 
	 	•	 	Page ES-4, last paragraph — to page ES-5: Please assure the figures are
updated to incorporate the latest data — see also page 6-2;
	 
	 	•	 	Page ES-5, Cluster 6B: Please assure that the figures are updated — see
also page 6-2;
	 
	 	•	 	Page ES-5, Cluster 6C: Please assure that the figures are updated — see
also page 6-2;
	 
	 	•	 	Page ES-6, Conclusions: The conclusions are unclear regarding the status of
the radiological data gap at Building 56. The text appears to be missing a
reference to a FSSR released in August 2000;
	 
	 	•	 	Page 3-49, bullet for SA 109: Please assure that the OU A RICs information
is incorporated;
	 
	 	•	 	Page 6-1, bullet for PRL L-002B (adjacent): please provide the status of
the missing information;
	 
	 	•	 	Page 6-2, bullet for SA 101 (adjacent): please provide the status of the
missing information.






	2.	 	Because the SSS/EBS concentrates mainly on facilities, it is possible for non-facility areas
within the Group 6 clusters to escape proper documentation. For example, SA109 (a portion of
Magpie Creek in Group 6A) requires follow-up action, but is not listed in Table ES-3,
apparently because it is not a facility. Please revise the SSS/EBS to assure that sites like
SA109 are treated with the same thoroughness as the building sites within the Group 6
properties.
	 
	3.	 	The environmental condition maps are overlaid such that the highest numerical environmental
category is shown on top. This results in large percentages of the figures in Section 3 to
show grey, indicating Environmental Category 7, which is that the site has not been adequately
characterized. It would seem that Category 5 (on-going cleanup of a hazardous condition) and
Category 6 (existing hazardous condition with no remedial action in place) would be of greater
interest to potential users of the facilities. Please revise the environmental condition maps
to give greater precedence to Categories 5 and 6 than 7.





Specific Comments





	1.	 	Figure 1-5D and Table ES-1: Table ES-1 indicates that Building 900 has a connection to the
Industrial Waste Line (IWL), however Figure 1-5D does not indicate that a branch of the IWL
passes near Building 900. Please resolve this discrepancy.




 









 






	2.	 	Page 3-5, Section 3.1.5.3, Industrial Wastewater Discharges: This section isn’t clear
regarding if industrial waste is currently flowing through underground pipes in the Group 6
area. Please revise the section to indicate if the IWL system is currently in use in the
Group 6 area. In addition, if the Air Force intends to grout the IWL, connections to the
Group 6 facilities to prevent future tenants from discharging waste to an inoperative system,
which may be prudent, that should be indicated in the SSS/EBS and Table ES-3 should be updated
to include grouting of IWL connections as an open item.
	 
	3.	 	Page 3-7, Building 1 Bullet: This bullet indicates that the sump drain will be re-routed to
the sanitary sewer at some point in the future whereas Table ES-3 indicates that this action
was taken on April 25, 2000. Please review Table ES-3 against the text of the SSS/EBS to
assure that this and other discrepancies are rectified.
	 
	4.	 	Section 3.9, Medical/Biohazardous Waste: No medical waste is discussed in this section.
	 
	5.	 	SFSOL Attachment 3: As the risk posed by inhalation of VOC migrating from the vadose zone to
buildings at McClellan is still under study, it may be premature to conclude that no
notification regarding Indoor Air Quality is required. Please modify Attachment 3 to indicate
that the study of risk due to shallow VOC in the vadose zone is still under study and that
notification for indoor air quality may be required.






 









 

\




Mr. Paul Brunner

BRAG Environmental Coordinator

5050 Dudley Boulevard, Suite 3

McClellan Air Force Base, California 95652


DRAFT SITE-SPECIFIC SUPPLEMENTAL ENVIRONMENTAL BASELINE SURVEY AND DRAFT SUPPLEMENTAL FINDING OF
SUITABILITY TO LEASE FOR GROUP 6 FACILITIES, McCLELLAN AIR FORCE BASE



Dear Mr. Brunner:



We have reviewed the above referenced documents in support of reuse for the Group 6 facilities. We
provide the following comments for your review and consideration:



SSSEBS



1) As detailed in the documents, Group 6 contains approximately 170 facilities. Currently, DTSC
has not had the opportunity to conduct walk-throughs on any of the buildings. Therefore, as we
have discussed via electronic mail with the Air Force, Group 6 facilities are not available or
suitable for new user occupancy until the walk-throughs have been completed.



2) Figures 3-le and 3-2e and 5-la and 5-lb (Cluster 6A and 6B Groundwater Contamination Status
figures and Composite figures) need to be revised. It appears the existing groundwater maps were
developed using only TCE, however in this area carbon tetrachloride exists which would alter the
existing groundwater map. We understand that groundwater contaminated above MCLs needs to be
depicted as Category 6 (red). The OU-A RICS (Figure 3.2) shows a groundwater map with carbon
tetrachloride above MCLs. The extent of carbon tetrachloride above MCLs is much greater than the
amount shown as Category 6 in the SSSEBS. Please correct the figures accordingly.



3) Page ES-2, Summary of Environmental Findings. The second paragraph does not contain the
inclusion of “residential” in the narrative description of “like use”. Please edit this sentence
accordingly.



4) Page ES-6, Conclusions. Please state if the radiological clearance has been completed for
Building 56.



5) Page 3-2, 3.1.3., Cultural Resources. It is unclear as to when sensitive species have to be
sighted in order to prove they exist in the area. While on site, DTSC staff have seen borrowing
owls in drains in both the 6A and 6B clusters.



6) Page 3-36, 6A Groundwater Characterization. Please include a list of the contaminants present
in groundwater.



7) Page 3-39, 6B Groundwater Characterization. Carbon tetrachloride is also present in groundwater
under Cluster 6B. The MCL for carbon tetrachloride is 0.5 ug/I.




 









 







8) Page 3-51, Asbestos. While the text contains an extensive summary of the presence and condition
of asbestos for most Group 6 facilities, the housing units are not discussed. In addition, Table
ES-1 does not indicate the presence of asbestos in the housing units yet lists their age of
construction as 1938, therefore it is highly probable the housing units contain asbestos. Please
address this issue through narrative and in the table.



9) Page 3-69, Lead-Based Paint. DTSC will withhold further comment on this section until the
results of the lead-based paint evaluation in the housing units have been completed. As the text
states, the AF intends to incorporate the results of the lead-based paint evaluation into the draft
final documents. Note: The summary of LBP on the interior and/or exterior of all non-housing
units is adequate for purposes of this lease.



10) Page 4-29, Groundwater Contamination. Please correct or clarify the last sentence in the
section that states “Two extraction wells are to be installed...to define the extent of the plum
capture.” Explain how extraction wells will be used to define the extent of plume capture.



11) Appendix A, Section 3.6 IAP Tables, Table 3-4. Several entries in the “Remaining Data Gaps”
column show “None” while the “Next Steps” column states “Complete the data gap RI...”. (e.g.
SA-037, SA-049, SA-058 and SA-109, etc.) Please correct this discrepancy. If data gaps are being
filled, then the Remaining Data Gaps column should be left blank.



SFOSL




     We do not have any comments on the SFOSL at this time. We withhold any comments until the
results of the lead-based paint evaluation is presented for our review.


As always, if you have any questions or comments regarding this letter, please contact me at (916)
255-3603.



Sincerely,




Francesca D’Onofrio

Hazardous Substances Scientist



	 	 	 	 	 
	cc:

	 	Ms. Carolyn d’Almeida
	 	 
	 

	 	USEPA Region IX	 	 
	 
	 	 	 	 
	 

	 	Mr. Michael Work	 	 
	 

	 	USEPA Region IX	 	 
	 
	 	 	 	 
	 

	 	Mr. James Taylor	 	 
	 

	 	RWQCB	 	 






 









 






Attachment 7




RESPONSE TO COMMENTS




SFOSL for McClellan AFB
Group 6 Facilities









 








Attachment 7



Response to Comments: California Regional Water Quality Control Board (September 6, 2000): Draft
Supplemental Finding of Suitability to Lease for Group 6 Facilities.





     General Comments 1 & 2: Comments were noted and incorporated into the document.




     General Comment 3: Comment has been incorporated into Section 5.2, paragraph 4.




     Specific Comment 1: Comment has been incorporated into Section 1.1 of the document.




     Specific Comment 2: Comment has been incorporated into Section 1.2 of the document.




     Specific Comment 3: Comment has been incorporated into Section 5.2, paragraph 7.




     SFOSL Comments 4 & 5: Comments have been incorporated into Section 5.2.1.




     SFOSL Comment 6: Comment has been incorporated into Section 5.2.2.




     SFOSL Comment 7 & 8: Duplicate sentences have been removed from Sections 5.4 and 5.15.



 




Response to Comments: Environmental Protection Agency (September 6, 2000): Draft Supplemental
Finding of Suitability to Lease for Group 6 Facilities.





SFOSL General Comment 1: Comment has been incorporated into Section 5.2. paragraph 11.



 




Response to Comments: Environmental Protection Agency/Tech Law (September 5, 2000): Draft
Supplemental Finding of Suitability to Lease for Group 6 Facilities.





Specific Comment 5: Comment has been incorporated into Section 5.2, paragraph 7. Although
it relates to “Indoor Air Quality” it would be redundant to address it twice. Therefore, it
is addressed specifically under the most appropriate area of the Installation Restoration
Program.



 




Response to Comments: CAL-DTSC (September 2000): Draft Supplemental Finding of Suitability to
Lease for Group 6 Facilities.





The letter indicated that DTSC had no comments at this time.



 





- 1 -









 




Response to Comments: California Regional Water Quality Control Board (November 20, 2000): Draft
Final Supplemental Finding of Suitability to Lease for Group 6 Facilities.





Letter concurred that their comments on the draft had been adequately addressed.



 




Response to Comments: Environmental Protection Agency (E-mail December 12, 2000): Draft Final
Supplemental Finding of Suitability to Lease for Group 6 Facilities.





The EPA concurred that their comments on the draft had been adequately addressed.



 




Response to Comments: CAL-DTSC (E-mail November 30, 2000): Draft Final Supplemental Finding of
Suitability to Lease for Group 6 Facilities.





CAL-DTSC indicated that they have no additional comments.



- 2 -









 






	 	 	 	 	 
	

	 	DEPARTMENT OF THE AIR FORCE
	 	 
	

	 	AIR FORCE BASE CONVERSION AGENCY	 	 






2 January 2001



MEMORANDUM FOR AFBCA/DD

                    ATTN: DR BLAKE



FROM: AFBCA/LD



SUBJECT: SFOSL for Group 6 Facilities, McClellan AFB




     I have reviewed the subject SFOSL and discovered several relatively minor discrepancies that
should be corrected prior to AFBCA/DR’s signature. As to the proper format for the notification of
hazardous substances stored or released, we recommend the format be corrected prior to AFBCA/DR’s
signature; however, I am willing to coordinate on the SFOSL without the corrections at this time.
Note, however, that for future SFOSLs, lease supplements, and deeds, the format of the notification
tables must be in the proper form consistent with my comments below. My review comments are
conditional — I reserve the right to modify my comments on this SFOSL when I subsequently review
the complementary lease supplement.



     Comments:



     1. Page 5, 4th para: The text refers to the VOC ROD “planned for completion in
December 2000.” The estimated completion date for the VOC ROD should be updated, even though I
realize it is still being disputed by the State.



     2. Page 12, Section 5.12, 2d sentence: This sentence is inartfully drafted. It could be read
to mean that 10 U.S.C. 2692 requires the AF to allow the lessee or sublessee to store, treat, or
dispose toxic or hazardous materials on DoD-owned property, which obviously is not the case. I
suggest rewording this sentence to read: “The Air Force must satisfy the requirements of 10 United
States Code Section 2692 prior to allowing any storage, treatment, or disposal of toxic or
hazardous materials on AF-owned property by the Lessee or sublessee.”



     3. Page 16, Section 7: This section states that we addressed/incorporated the regulators’
comments and that there were no unresolved comments. However, in the Tech Law comments submitted
on behalf of U.S. EPA Region IX (see Tech Law’s specific comment no. 5), Tech Law believed that
Attachment 3 to the SFOSL (Table on Lease Restriction or Notification Required) should be changed
to show that the study of risk due to shallow VOC in the vadose zone is still under study and that
notification for indoor air quality may be required. The Table currently shows no notification or
restriction is needed for indoor air quality. This would appear to be an unresolved comment until
we modify the Table to reflect Tech Law’s concern. (I believe the indoor air quality is only an
issue for Buildings 24 and 310).



 









 





     4. Attachments 1 and 2: The maps in Attachments 1 and 2 show Buildings 7 (Cluster 6B) and 905
(Cluster 6C) as property to be leased. Buildings 7 and 905 will be Federally retained and will not
be transferred as part of the proposed lease. Therefore, these two facilities should be indicated
on the maps as not being leased (shown in white versus yellow?).



     5. Attachment 3: See my comment no. 3 above. Based on the text in the SFOSL, I agree with
Tech Law’s comment that some form of annotation is necessary on this Table to show that indoor air
quality is a potential notification/restriction factor for Buildings 24 and 310. Perhaps this can
be shown with an asterisk and short explanatory note.



     6. Tables 1 and 2, Notices of Hazardous Substances Stored and Released: I have several
comments on these tables.



               a. Table 1, Notice of Hazardous Substance Stored, should be in the proper format per 40 CFR
Part 373 and only contain those hazardous substances that were stored in quantities exceeding their
reportable quantity or 1000 kg (1 kg for acutely hazardous waste), whichever is greater. Table 1
obviously contains a list of stored hazardous substances that is grossly over-inclusive. The
notion that U.S. EPA Region IX’s failure to object implies that the table is fine is legally
erroneous. The format of the table (i.e., what information should be presented) does not meet the
40 CFR Part 373 requirements. Per my earlier comments to the SFOSL for the Group 5 facilities, I
forwarded the 40 CFR Part 373 requirements and examples of what the table should look like. For
future SFOSLs and leases (other than the complementary lease for this SFOSL), I personally will not
coord on the packages and will recommend that SAF/GCN not coord on the packages. Additionally,
Table 1 contains a list of hazardous substances stored at Building 7 (see page 10 of Table 1).
Building 7 will be Federally retained and will not be transferred as part of the lease. Therefore,
the hazardous substances stored in Building 7 should be deleted from this table.



               b. Table 2, Notice of Hazardous Substances Released, should also be in proper format per 40
CFR Part 373. The Table should also contain a column describing what remedial action has been
taken, if any, for the releases (this is not specifically required per 40 CFR part 373 but is
required for deeds per CERCLA Section 120(h)(3)(A)(I)(III) — it’s a good idea to standardize the
contents of the notice of hazardous substances released for both leases and deeds). Table 2 should
also not contain substances that are not CERCLA hazardous substances. There are numerous entries
in Table 2 for releases of petroleum products (e.g., gasoline and diesel fuel) that should not be
included in this table. Including releases of waste oil (where the oil contains metals or other
contamination caused by internal combustion or equipment use) is okay.



     Please call me at (703)696-5240 if you have any questions regarding the above comments.



	 	 	 
	 

	 	SAM C. RUPE
	 

	 	Deputy Chief Counsel






 









 





	 	 	 	 	 
	

	 	DEPARTMENT OF THE AIR FORCE
	 	 
	 
	 	AIR FORCE BASE CONVERSION AGENCY
	 	 






2 January 2001



MEMORANDUM FOR AFBCA/DD

                    ATTN: DR BLAKE



FROM: AFBCA/LD



SUBJECT: SFOSL for Group 6 Facilities, McClellan AFB




     I have reviewed the subject SFOSL and discovered several relatively minor discrepancies that
should be corrected prior to AFBCA/DR’s signature. As to the proper format for the notification of
hazardous substances stored or released, we recommend the format be corrected prior to AFBCA/DR’s
signature; however, I am willing to coordinate on the SFOSL without the corrections at this time.
Note, however, that for future SFOSLs, lease supplements, and deeds, the format of the notification
tables must be in the proper form consistent with my comments below. My review comments are
conditional — I reserve the right to modify my comments on this SFOSL when I subsequently review
the complementary lease supplement.



     Comments:



     1. Page 5, 4th para: The text refers to the VOC ROD “planned for completion in
December 2000.” The estimated completion date for the VOC ROD should be updated, even though I
realize it is still being disputed by the State.



     2. Page 12, Section 5.12, 2d sentence: This sentence is inartfully drafted. It could be read
to mean that 10 U.S.C. 2692 requires the AF to allow the lessee or sublessee to store, treat, or
dispose toxic or hazardous materials on DoD-owned property, which obviously is not the case. I
suggest rewording this sentence to read: “The Air Force must satisfy the requirements of 10 United
States Code Section 2692 prior to allowing any storage, treatment, or disposal of toxic or
hazardous materials on AF-owned property by the Lessee or sublessee.”



     3. Page 16, Section 7: This section states that we addressed/incorporated the regulators’
comments and that there were no unresolved comments. However, in the Tech Law comments submitted
on behalf of U.S. EPA Region IX (see Tech Law’s specific comment no. 5), Tech Law believed that
Attachment 3 to the SFOSL (Table on Lease Restriction or Notification Required) should be changed
to show that the study of risk due to shallow VOC in the vadose zone is still under study and that
notification for indoor air quality may be required. The Table currently shows no notification or
restriction is needed for indoor air quality. This would appear to be an unresolved comment until
we modify the Table to reflect Tech Law’s concern. (I believe the indoor air quality is only an
issue for Buildings 24 and 310).



 









 





     4. Attachments 1 and 2: The maps in Attachments 1 and 2 show Buildings 7 (Cluster 6B) and 905
(Cluster 6C) as property to be leased. Buildings 7 and 905 will be Federally retained and will not
be transferred as part of the proposed lease. Therefore, these two facilities should be indicated
on the maps as not being leased (shown in white versus yellow?).



     5. Attachment 3: See my comment no. 3 above. Based on the text in the SFOSL, I agree with
Tech Law’s comment that some form of annotation is necessary on this Table to show that indoor air
quality is a potential notification/restriction factor for Buildings 24 and 310. Perhaps this can
be shown with an asterisk and short explanatory note.



     6. Tables 1 and 2, Notices of Hazardous Substances Stored and Released: I have several
comments on these tables.



               a. Table 1, Notice of Hazardous Substance Stored, should be in the proper format per 40 CFR
Part 373 and only contain those hazardous substances that were stored in quantities exceeding their
reportable quantity or 1000 kg (1 kg for acutely hazardous waste), whichever is greater. Table 1
obviously contains a list of stored hazardous substances that is grossly over-inclusive. The
notion that U.S. EPA Region IX’s failure to object implies that the table is fine is legally
erroneous. The format of the table (i.e., what information should be presented) does not meet the
40 CFR Part 373 requirements. Per my earlier comments to the SFOSL for the Group 5 facilities, I
forwarded the 40 CFR Part 373 requirements and examples of what the table should look like. For
future SFOSLs and leases (other than the complementary lease for this SFOSL). I personally will
not coord on the packages and will recommend that SAF/GCN not coord on the packages. Additionally,
Table 1 contains a list of hazardous substances stored at Building 7 (see page 10 of Table 1).
Building 7 will be Federally retained and will not be transferred as part of the lease. Therefore,
the hazardous substances stored in Building 7 should be deleted from this table.



               b. Table 2, Notice of Hazardous Substances Released, should also be in proper format per 40
CFR Part 373. The Table should also contain a column describing what remedial action has been
taken, if any, for the releases (this is not specifically required per 40 CFR part 373 but is
required for deeds per CERCLA Section 120(h)(3)(A)(I)(III) — it’s a good idea to standardize the
contents of the notice of hazardous substances released for both leases and deeds). Table 2 should
also not contain substances that are not CERCLA hazardous substances. There are numerous entries
in Table 2 for releases of petroleum products (e.g., gasoline and diesel fuel) that should not be
included in this table. Including releases of waste oil (where the oil contains metals or other
contamination caused by internal combustion or equipment use) is okay.



     Please call me at (703)696-5240 if you have any questions regarding the above comments.



	 	 	 
	 

	 	SAM C. RUPE
	 

	 	Deputy Chief Counsel






 









 






EXHIBIT F




ENVIRONMENTAL DISCLOSURE



The disclosure materials attached hereto are contained in Section 10, 11, 12, 13 and 15.5 of
the “EDC Agreement” referenced in the Lease. Such reference to such Sections is not intended, in
any manner, to limit the information and additional disclosures set forth in the “McClellan Use
Documentation” referenced in the Lease. The information referenced in Section 15.5 of the EDC
Agreement contained in Exhibit F thereto is available upon request to Landlord, and such
information is within the definition of McClellan Use Documentation. In addition to the foregoing,
Landlord makes the following disclosures, if any, attached to this Exhibit F





-1-









 








Members of Team McClellan,



You may have read in the newspaper or seen on television recent news regarding the discovery of
plutonium in a known radiological site at McCleIlan Air Force Base. I want to provide you with the
current information about the recent events, to inform you of the processes we have in place and
the steps we have taken to ensure the health and safety of the people here at McClellan and within
the local community. On behalf of the Air Force, we are committed to safely cleaning up
McClellan’s contaminated sites, complying with all Federal and State regulations, and providing the
necessary measures to protect our workforce, community, and the environment.



Recent news coverage has focused on the discovery of plutonium at Confirmed Site 10 (CS 10) on the
undeveloped western side of the base. It was not a surprise to find radiation at CS 10. Because
of past depot maintenance practices here which involved radioactive materials including primarily
radium, we expected to find that material at this site. Prior to digging we implemented all
necessary safety measures and had the regulatory approvals required to work at this site. However,
discovering plutonium was unexpected since none of the existing records or prior investigative
interviews showed it was used on base. The presence of radiation at CS 10 was identified in 1994
during an initial investigation of unearthed barrels displaying radiation markers. That find
necessitated further investigation of the landfill. Since the radiation was from radium, which was
buried below ground, and was therefore shielded, the site posed no immediate hazard. The current
investigative work was therefore integrated into the environmental planning process and was
prioritized for completion at a later date. The most recent work at CS 10 began on Aug. 15, 2000.
After establishing the required safety protocols, such as worker protective equipment, dust
suppression, and air sampling, the plan was to remove contaminated surface soil and to do
exploratory investigative work within the site. During the site investigation, 110 metal drums
were unearthed, most of which contained laboratory glassware and lab equipment with no detected
radioactivity. Some radium sources and soil contaminated with radium were also found.



On Sept. 6, an environmental contractor unearthed a small metal drum, approximately 20 gallons in
size, which contained four vials and three jars (laboratory glassware) labeled “Pu,” the symbol for
plutonium. Inside the jars and vials was a total of less than a quart of liquid that we suspected
contained a small quantity of dissolved plutonium. Since we were unable to confirm the specific
contents of the material at that time, the excavation work at the site was immediately halted. The
appropriate regulatory and Air Force agencies were notified, and we issued our first public news
release highlighting our unexpected find. As a precaution, all the containers with the suspected
plutonium liquid and radium sources were carefully secured in protective containers and placed
inside a locked storage shed surrounded by a locked fence on the site. Also, the
radium-contaminated soil was placed inside bins within the fence. As an added measure due to the
plutonium, we established 24-hour site security.



Radium, a natural substance, and plutonium, a man made substance, are both radioactive materials
and are potentially dangerous if handled improperly. Radiation exposure varies by the quantity of
the material, distance from the source, duration of the exposure, and the degree of shielding in
place. At CS 10 the radium and plutonium containers were securely locked in a small shed which
provided for both adequate distance and shielding for those working at the site and anyone outside
of the surrounding fence.



In this case, the primary threat of exposure is through inhalation or ingestion, which was
minimized through proper handling and extensive safety precautions. A team of radiation




 









 







experts from the Air Force Institute of Environmental, Safety, and Occupational Health Risk
Analysis (AFIERA), located at Brooks AFB, Texas, was brought in to investigate the liquid and take
samples. The samples were then sent to Duke Engineering and Services Environmental Laboratory in
Massachusetts, which has extensive experience in analyzing radioactive material. The test results
we received October 12 confirmed the liquid contained plutonium. From the laboratory results it
was calculated that the liquid in the three bottles and four vials contained a total of 160
milligrams of plutonium (less than a quarter teaspoon). The chemical form of the material suggests
that it was used in a laboratory environment most likely as a calibration standard or reference
source. On October 16 a licensed contractor packaged and shipped the plutonium jars and vials to
the Massachusetts Institute of Technology (MIT) where the material will be used for academic
research. All applicable Nuclear Regulatory Commission and Department of Transportation
regulations were followed and there was no health risk to the public during transit.



As an added precaution, radiation scanning of the soil outside of CS 10 and sampling of groundwater
from monitoring wells surrounding the site were conducted. Furthermore, air sampling at the site
continues. These tests have not detected plutonium or radium, nor have they detected radiation
levels above naturally occurring background levels. In summary, CS 10 does not pose a health or
safety threat to the people on McClellan AFB or the local community. We have taken, and will
continue to take all appropriate actions necessary to ensure that CS 10 does not pose a threat in
the future as the Air Force continues the environmental cleanup of McClellan AFB. Currently,
Environmental Management is working with federal and state regulatory agencies and consulting with
independent experts in the field to prepare plans on how to proceed with further site
investigations at CS 10 and other radiological sites at McClellan.



However, a date for resumption of work has not yet been set. Additional funding will be required
to meet the estimated $38.4 million needed to complete the site investigations and remediation. We
are also expanding our radiological work to re-check other past disposal sites to determine if a
similar CS 10 finding is present and take the appropriate actions as necessary.



The Air Force and regulatory environmental team at McClellan is one of the best. I will continue
to interact with this team to monitor the progress on the cleanup of CS 10. After the base closes
the Air Force Base Conversion Agency (AFBCA) will assume the helm. I have been in contact with the
AFBCA leadership and they also share the same objectives. I want to assure you that the Air Force
is committed to protecting your health and all our cleanup actions are being conducted in a safe
and appropriate manner.




CHARLES A. COTTER JR., COLONEL, USAF

Associate Center Director & Installation

Commander





 









 








	 	 	 	 	 
	

	 	NEWS RELEASE
	 	 






UNITED STATES AIR FORCE




Sacramento Air Logistics Center

Public Affairs Office

327 Peacekeeper Way, Suite 5

McClellan AFB, CA 95652-1048

(916) 643-5527/(916) 643-2751



FOR IMMEDIATE RELEASE

13 October 2000

News Release #: 00-10-02



CONFIRMED SITE 10 RESULTS




     MCCLELLAN AIR FORCE BASE, Calif. — Base officials today released the results of tests
conducted on samples of fluid contained in several small jars and vials labeled plutonium which
were found Sept. 6 at a known radiological site on McClellan Air Force Base. The test results
confirmed that the solution contained plutonium.



     Duke Engineering in Massachusetts, recognized as experts in their field for this type of
testing and used by both government agencies and private industry, conducted the testing.



     The estimated total quantity of plutonium in the solution within all seven containers is 160
milligrams. [One gram is equivalent to 1,000 milligrams.] The chemical form of the material
suggests that it was used in a laboratory environment and was most likely used as a calibration
standard or reference source.



     Air Force officials are arranging with a licensed contractor to ship the radioactive material
to a licensed research facility at the Massachusetts Institute of Technology. The material will be
used for academic research. Arrangements for shipment are being made at this time. The material
will be shipped in accordance with all applicable Department of



 









 




Transportation regulations and there is no public health risk associated with moving it. This
effort is being coordinated with State and Federal environmental regulatory agencies.




     Air Force officials are preparing a plan on how to proceed with further site investigations at
CS 10 and have not set a date for resumption of the site investigation. The initial cost estimate
for investigation and complete cleanup of the site is 538.4 million.



     In addition to standard safety precautions that were already in place [such as air sampling
and fencing of the site boundaries] after the material was discovered the Air Force continued to
monitor air, test the soil and sampled the groundwater at five monitoring wells surrounding CS 10.
The air samples indicated no readings above normal background levels. Surface soil tests outside
the fence did not indicate any runoff of plutonium or radium from the site. Groundwater sampling
detected no plutonium or radium. Physical security is being maintained at the site 24 hours a day
as an additional precautionary measure.



     The current work at CS 10 was to investigate and characterize the site. CS 10 was used as a
landfill on the base from about 1950 to mid 1960s. The site is approximately a two-acre, 30-foot
deep landfill on the undeveloped central western side of the base. The site has been fenced off
since the mid 1990s. The known radiological material at the site was radium and site workers had
already established protocols to safely explore for radioactive material. Radium was added to
paint during the 1950s and 1960s to illuminate dials on aircraft.



     The CS-10 project is part of the Air Force’s environmental restoration efforts at McClellan.



-30-









 





	 	 	 
	DEPARTMENT OF THE AIR FORCE
	AIR FORCE INSTITUTE FOR ENVIRONMENT, SAFETY, AND
	OCCUPATIONAL HEALTH RISK ANALYSIS (AFMC)
	BROOKS AIR FORCE BASE, TEXAS
	

	 	 






12 October 2000




	 	 	 	 	 
	MEMORANDUM FOR

	 	SMALC/EMP
	 	 
	 

	 	5050 Dudley Blvd	 	 
	 

	 	McClellan AFB CA 95652	 	 
	 

	 	Attention: Mr. David Green	 	 






	 	 	 	 	 
	FROM:

	 	IERA/SDRR
	 	 
	 

	 	2402 E Drive	 	 
	 

	 	Brooks AFB TX 78235-5114	 	 






	 	 	 
	SUBJECT:

	 	Analytical Results From Samples in Burial Site CS-10 and Transfer Risk Implications





1. Sample results were completed from the 10 mL aliquots collected from the Jar Labeled 54 at
the CS-10 burial site. Results of these analyses are located in the attachment. As suspected, the
sample demonstrated concentrations of plutonium isotopes.



2. Analytical results confirm that the material found in burial site CS-10 meets the
criteria of Special Nuclear Material (SNM), as defined in Title 10, Code of Federal Regulations,
Part 20. It is not possible to determine the origin of, or the purpose for which the SNM was used.
However, the chemical form of the material suggests that it was used in a laboratory environment
and was most likely used as calibration standard or reference source.



3. The quantities of SNM in its current physical form, container(s), and chemical
composition do not represent significant risk to workers involved in the CS-10 burial site
remediation or the general population working on McClellan AFB and the surrounding local areas.
The quantity of SNM alone (nominally 160 milligrams) is insufficient for any application involving
a self-sustaining nuclear reaction. (Critically must be considered when a total mass of 300 grams
of Pu-239 are handled – CRC Handbook of Chemistry and Physics).



4. Currently, AFIERA/SDR and the AFRMWO plan to transfer the material to the
Massachusetts Institute of Technology for use in graduate programs involving new radioactive waste
disposal technologies and radiochemistry techniques. The physical transfer of the material will be
done in accordance with Department of Transportation Standards for shipments of radioactive
materials. An appropriately licensed contractor arranged and supervised by AFRMO will accomplish
the shipment.



5. If you have any questions, I can be reached at DSN 240-5816, commercial (210)
536-5816, or via email dale.thomas@brooks.af.mil.




	 	 	 
	 

	 	DALE D. THOMAS III, GS-13
	 

	 	Health Physicist
	 

	 	Acting Chief, Radiation Surveillance
	 

	 	Division






Attachment

Analytical Results



 









 





EXHIBIT G




JANITORIAL SPECIFICATIONS




LOBBY RECEPTION AREA





	(a)	 	Clean entry glass door inside and outside (Daily)
	 
	(b)	 	Clean all metal surfaces. (Daily)
	 
	(c)	 	Spot clean walls. (As needed)
	 
	(d)	 	Dust vents. (Once per week)
	 
	(e)	 	Empty trash receptacle, replace w/liners. (Daily)
	 
	(f)	 	Vacuum mats and all carpeted areas. (Daily)
	 
	(g)	 	Dust all pictures on walls. (As needed)
	 
	(h)	 	Dust window sills. (As needed)
	 
	(i)	 	Sweep and mop floor. (Daily)





OFFICE AREAS AND CONFERENCE ROOMS & CUBICLES





	(a)	 	Empty all trash receptacles, replace w/liners. (Daily)
	 
	(b)	 	Vacuum and all carpeted areas. (Daily)
	 
	(c)	 	Dust all horizontal area. (Daily)
	 
	(d)	 	Dust window sills. (Daily)
	 
	(e)	 	Dust bottoms of chairs. (2X’s per week)
	 
	(f)	 	Clean all glass. (Daily)
	 
	(g)	 	Clean top of credenzas, file cabinets, desks (papers not to be disturbed. (Daily)
	 
	(h)	 	Clean white boards. (Daily)
	 
	(i)	 	All blinds will be dusted. (2X’s per week)
	 
	(j)	 	Dust the tops of cubicles. (Daily)





RESTROOMS





	(a)	 	Clean and disinfect wash basins, toilets and urinals. (Daily)




-1-









 






	(b)	 	Spot clean and disinfect walls. (Daily)
	 
	(c)	 	Clean all mirrors. (Daily)
	 
	(d)	 	Replenish all paper and soap products. (Daily)
	 
	(e)	 	Sweep and mop floors with disinfectant cleaner. (Daily)
	 
	(f)	 	Empty trash receptacles, replace with liners. (Daily)
	 
	(g)	 	Disinfect all sinks, counters. (Daily)
	 
	(h)	 	Replenish sanitary napkins. (Daily)
	 
	(i)	 	Dispose of used sanitary napkins in trash dispensers. (Daily)
	 
	(j)	 	Clean and disinfect water fountains. (Daily)





KITCHEN/COFFEE AREAS





	(a)	 	Empty trash receptacles, replace with liners. (Daily)
	 
	(b)	 	Sweep and mop floor. (Daily)
	 
	(c)	 	Wipe clean counters. (Daily)
	 
	(d)	 	Tables and counters will be damped wiped. (Daily)
	 
	(e)	 	Sinks will be cometized. (Daily)
	 
	(f)	 	Microwaves will be cleaned inside and out. (Daily)
	 
	(g)	 	Refrigerators will be cleaned inside once per week on Fridays.
	 
	(h)	 	Trash containers will be cleaned outside. (Daily)





STAIRCASE/ELEVATOR





	(i)	 	Vacuum stairs. (Daily)
	 
	(j)	 	Wipe down railing. (Daily)
	 
	(k)	 	Polish chrome in elevator. (Daily)
	 
	(l)	 	Vacuum carpet in elevator. (Daily)





SUPPLY CLOSET





	(a)	 	Neatly store cleaning supplies and equipment. (Daily)




-2-









 











MAINTENANCE





	(a)	 	Report any plumbing or maintenance issues, or unusual circumstances. (As needed)





SECURITY





	(a)	 	Lock all doors we find locked. (Daily)
	 
	(b)	 	All janitorial employees will be uniformed. (Daily)
	 
	(c)	 	Set all alarms. (Daily)




-3-









 











EXHIBIT H




ASBESTOS NOTIFICATION



The premises you are leasing, in Building 21, located at 5112 Arnold Avenue, McClellan,
California 95652, was constructed prior to 1980. According to a June 1996 asbestos survey
(attached hereto) (no representation regarding the accuracy of such information is made), performed
on behalf of the United States Air Force, building materials in the building you occupy contain
asbestos at levels above non-detect criteria. This survey identifies the areas, and the building
materials in those areas, containing such asbestos. Additional asbestos surveys (if any),
conducted by or for Landlord, are also attached.



Attached is a pamphlet provided by the State Compensation Insurance Fund on the general procedures
and handling restrictions necessary to minimize the release, disturbance, or exposure to the
asbestos located in your building. MOVING, DRILLING, BORING, OR OTHERWISE DISTURBING THE ASBESTOS
CONTAINING MATERIALS MAY PRESENT A HEALTH RISK, AND SHOULD NOT BE HANDLED BY ANY EMPLOYEE NOT
QUALIFIED TO HANDLE ASBESTOS CONTAINING MATERIAL.



Furthermore, as required by your lease documentation, prior to making any alterations to the
premises, you must notify the Landlord of the proposed alterations and gain approval prior to
commencement. The approval process may include requirements concerning removal/abatement of known
asbestos containing materials; provided that compliance with applicable law remains the Tenant’s
responsibility.



Renovations, remodeling, demolition, or any other alterations to the premises may release asbestos
fibers into the air. As a result, among other applicable requirements, the Federal Clean Air Act
and its regulations, and local air quality district Rule 902, require notification to the
Sacramento Air Quality Management District (SMAQMD) of any renovation, remodeling, demolition or
alteration at least ten (10) business days prior to initiation of any given project. The
notification package requires, among other things, submittal of a pre-project asbestos survey and a
work plan.



Finally, any asbestos containing material removed from your Premises during any renovation,
remodeling, demolition or alteration project must be signed by an authorized representative of the
Landlord.




	 	 	 	 	 
	 

	 	                    LK                    
	 	                    DL                    
	 

	 	Landlord
	 	Tenant







-1-









 







	 	 	 
	

	 	
11171 Sun Center Drive, Suite 210 

Rancho Cordova, CA 95670-6113
	 

	 	 
	 

	 	Phone (916) 631-0111 · FAX (916) 631-0292






McClellan Air Force Base

Basewide Asbestos Survey




Final Data Quality Assurance Checklist




Building Number: 21




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Not
	 	 	 	 	Validated	 	Applicable
	Data Input	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Homogeneous Areas Sampled
	 	ü
	 	 

	 
	 	 	 	 	 	 
	 

	 	Field Data Entered
	 	ü
	 	 

	 
	 	 	 	 	 	 
	 

	 	Lab Results Received, Entered
	 	ü
	 	 

	 
	 	 	 	 	 	 
	 

	 	Positive Results Photographs Scanned
	 	ü
	 	 

	 
	 	 	 	 	 	 
	 

	 	Building Maps Validated, Scanned
	 	ü
	 	 

	 
	 	 	 	 	 	 
	Data Output	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Building Summary
	 	ü
	 	 

	 
	 	 	 	 	 	 
	 

	 	Homogeneous Area Log
	 	ü
	 	 

	 
	 	 	 	 	 	 
	 

	 	Room Logs
	 	ü
	 	 

	 
	 	 	 	 	 	 
	 

	 	Sample Log
	 	ü
	 	 

	 
	 	 	 	 	 	 
	 

	 	D, E, F Report
	 	ü
	 	 

	 
	 	 	 	 	 	 
	 

	 	Air Sampling Results
	 	 
	 	ü

	 
	 	 	 	 	 	 
	 

	 	No Asbestos Present Verification
	 	 
	 	ü







	 	 	 
	Comments:

	 	 

	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 





	 	 	 
	Building Data Package Complete:
	 	 
	 

	 	 
	 

	 	John Seabury, Project Manager






 









 










	 	 	 	 	 	 	 	 	 	 	 	 	 
	SAMPLE LOG

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Building No.	 	Survey Date	 	    Date Last Edited
	 	 	 	Preparer’s Signature
	21

	 	02/17/95
	 	04/24/96	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Allocated Samples

Total                    24	 	Previous

Additional	 	 	0

24	 	 	 	 	Receiver’s Signature
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Additional Samples Needed	 	 	 	 	 	Laboratory Name 1	 	Laboratory Address 1
	Justification	 	 	49	 	 	PRECISION MICRO ANALYSIS	 	5685-A POWER INN RD. SACRAMENTO, CA 95824
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TO COMPLY WITH AHERA PROTOCOL	 	 	 	 	 	Laboratory Name 2	 	Laboratory Address 2
	 	 	 	 	 	 	 	 	FORENSIC ANALYTICAL	 	26010 EDEN LANDING ROAD HAYWARD, CA 94545






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sample	 	Room	 	Area	 	 	 	 	 	Photo	 	Photo	 	Date	 	Time	 	Sampled	 	 	 	Asb.	 	 
	Number	 	Number	 	Number	 	Location	 	Fireplan	 	Roll #	 	Shot #	 	Taken	 	Taken	 	by	 	Comments	 	Content	 	Asbestos Description
	21-01A

	 	 	17	 	 	 	4	 	 	NE CORNER CEILING
	 	LD21A.BMP
	 	1-014
	 	 	6	 	 	02/21/95
	 	09:14
	 	CV/CF
	 	 	 	None
	 	Grey ceiling tile,
	21-01B

	 	 	17	 	 	 	4	 	 	NE CORNER CEILING
	 	LD21A.BMP
	 	1-014
	 	 	6	 	 	02/21/95
	 	09:14
	 	CV/CF
	 	 	 	None
	 	TAN FIBROUS MATERIAL W/ PAINT
	21-02

	 	 	17	 	 	 	19	 	 	SE CORNER FLOOR
	 	LD21A.BMP
	 	1-014
	 	 	7	 	 	02/21/95
	 	09:20
	 	CV/CF
	 	 	 	10-15
	 	RED FLOOR TILE
	21-03

	 	 	17	 	 	 	13	 	 	SE CORNER FLOOR
	 	LD21A.BMP
	 	1-014
	 	 	7	 	 	02/21/95
	 	09:20
	 	CV/CF
	 	 	 	1-30%
	 	Black mastic,
	21-04

	 	 	17	 	 	 	19	 	 	SW CORNER FLOOR
	 	LD21A.BMP
	 	1-014
	 	 	8	 	 	02/21/95
	 	09:23
	 	CV/CF
	 	 	 	N/A
	 	RED FLOOR TILE
	21-05

	 	 	17	 	 	 	13	 	 	SW CORNER FLOOR
	 	LD21A.BMP
	 	1-014
	 	 	8	 	 	02/21/95
	 	09:23
	 	CV/CF
	 	 	 	N/A
	 	N/A,
	21-06

	 	 	17	 	 	 	19	 	 	NW CORNER FLOOR
	 	LD21A.BMP
	 	1-014
	 	 	9	 	 	02/21/95
	 	09:25
	 	CV/CF
	 	 	 	N/A
	 	RED FLOOR TILE
	21-07

	 	 	17	 	 	 	13	 	 	NW CORNER FLOOR
	 	LD21A.BMP
	 	1-014
	 	 	9	 	 	02/21/95
	 	09:25
	 	CV/CF
	 	 	 	N/A
	 	N/A,
	21-08

	 	 	3	 	 	 	1	 	 	NE WALL
	 	LD21A.BMP
	 	1-014
	 	 	10	 	 	02/21/95
	 	09:35
	 	CV/CF
	 	 	 	None
	 	White sheetrock with, white joint compound,
	21-09

	 	 	3	 	 	 	2	 	 	NW CORNER CEILING
	 	LD21A.BMP
	 	1-014
	 	 	11	 	 	02/21/95
	 	09:40
	 	CV/CF
	 	 	 	None
	 	White sheetrock with, white joint compound,
	21-10

	 	 	1	 	 	 	4	 	 	NW CORNER CEILING
	 	LD21A.BMP
	 	1-014
	 	 	12	 	 	02/21/95
	 	09:45
	 	CV/CF
	 	 	 	None
	 	Grey ceiling tile,
	21-11A

	 	 	21	 	 	 	1	 	 	NE CORNER WALL
	 	LD21A.BMP
	 	1-014
	 	 	13	 	 	02/21/95
	 	10:00
	 	CV/CF
	 	 	 	None
	 	Tan sheetrock with, white joint compound,
	21-25

	 	 	67	 	 	 	1	 	 	S WALL
	 	LD21A.BMP
	 	1-014
	 	 	21	 	 	02/21/95
	 	10:50
	 	CV/CF
	 	 	 	None
	 	White joint compound with, white sheetrock,
	21-26

	 	 	60	 	 	 	2	 	 	SE CORNER CEILING
	 	LD21A.BMP
	 	1-014
	 	 	23	 	 	02/21/95
	 	11:47
	 	CV/CF
	 	 	 	None
	 	White joint compound with, white sheetrock,






 









 










	 	 	 	 	 	 	 	 	 	 	 	 	 
	SAMPLE LOG

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Building No.	 	Survey Date	 	Date Last
Edited    
	 	 	 	Preparer’s Signature
	21

	 	02/17/95
	 	04/24/96	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Allocated Samples

Total                    24	 	Previous

Additional	 	 	0

24	 	 	 	 	Receiver’s Signature
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Additional Samples Needed	 	 	 	 	 	Laboratory Name 1	 	Laboratory Address 1
	Justification	 	 	49	 	 	PRECISION MICRO ANALYSIS	 	5685-A POWER INN RD. SACRAMENTO, CA 95824
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TO COMPLY WITH AHERA PROTOCOL	 	 	 	 	 	Laboratory Name 2	 	Laboratory Address 2
	 	 	 	 	 	 	 	 	FORENSIC ANALYTICAL	 	26010 EDEN LANDING ROAD HAYWARD, CA 94545






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sample	 	Room	 	Area	 	 	 	 	 	Photo	 	Photo	 	Date	 	Time	 	Sampled	 	 	 	Asb.	 	 
	Number	 	Number	 	Number	 	Location	 	Fireplan	 	Roll #	 	Shot #	 	Taken	 	Taken	 	by	 	Comments	 	Content	 	Asbestos Description
	21-27

	 	 	63	 	 	 	1	 	 	SE WALL
	 	LD21A.BMP
	 	1-014
	 	 	24	 	 	02/21/95
	 	11:50
	 	CV/CF
	 	 	 	None
	 	White joint compound with, white sheetrock,
	21-28

	 	 	64	 	 	 	1	 	 	S WALL
	 	LD21A.BMP
	 	1-014
	 	 	25	 	 	02/21/95
	 	11:58
	 	CV/CF
	 	 	 	None
	 	White sheetrock,
	21-29A

	 	 	61	 	 	 	2	 	 	CORNER CEILING
	 	LD21A.BMP
	 	1-014
	 	 	22	 	 	02/21/95
	 	11:40
	 	CV/CF
	 	 	 	None
	 	White joint compound with, white sheetrock,
	21-29B

	 	 	61	 	 	 	2	 	 	CORNER CEILING
	 	LD21A.BMP
	 	1-014
	 	 	22	 	 	02/21/95
	 	11:40
	 	CV/CF
	 	 	 	None
	 	OFF-WHITE SHEETROCK W/SKIM COAT & PAINT
	21-30

	 	 	28	 	 	 	1	 	 	NW CORNER WALL
	 	LD21A.BMP
	 	1-014
	 	 	26	 	 	02/21/95
	 	12:05
	 	CV/CF
	 	 	 	None
	 	White joint compound with, white sheetrock,
	21-31

	 	 	59	 	 	 	5	 	 	S WALL @ WOMEN’S
	 	LD21A.BMP
	 	1-21
	 	 	1	 	 	08/21/95
	 	08:54
	 	CF/RA
	 	 	 	None
	 	Brown baseboard and REST. brown mastic
	21-32

	 	 	59	 	 	 	5	 	 	N WALL @ MEN’S REST.
	 	LD21A.BMP
	 	1-21
	 	 	2	 	 	08/21/95
	 	08:57
	 	CF/RA
	 	 	 	None
	 	Brown mastic
	21-33

	 	 	1	 	 	 	5	 	 	S WALL
	 	LD21A.BMP
	 	1-21
	 	 	3	 	 	08/21/95
	 	09:05
	 	CF/RA
	 	 	 	None

	 	Brown baseboard,
	21-45A

	 	 	7	 	 	 	7	 	 	SE CORNER
	 	LD21A.BMP
	 	2-21
	 	 	5	 	 	08/21/95
	 	09:53
	 	CF/RA
	 	 	 	None
	 	Grey ceiling tile
	21-45B

	 	 	7	 	 	 	7	 	 	SE CORNER
	 	LD21A.BMP
	 	2-21
	 	 	5	 	 	08/21/95
	 	09:58
	 	CF/RA
	 	 	 	None
	 	GREY FIBROUS MATERIAL W/WHITE PAINT






 









 










	 	 	 	 	 	 	 	 	 	 	 	 	 
	SAMPLE LOG

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Building No.	 	Survey Date	 	Date Last
Edited    
	 	 	 	Preparer’s Signature
	21

	 	02/17/95
	 	04/24/96	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Allocated Samples

Total                    24	 	Previous

Additional	 	 	0

24	 	 	 	 	Receiver’s Signature
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Additional Samples Needed	 	 	 	 	 	Laboratory Name 1	 	Laboratory Address 1
	Justification	 	 	49	 	 	PRECISION MICRO ANALYSIS	 	5685-A POWER INN RD. SACRAMENTO, CA 95824
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TO COMPLY WITH AHERA PROTOCOL	 	 	 	 	 	Laboratory Name 2	 	Laboratory Address 2
	 	 	 	 	 	 	 	 	FORENSIC ANALYTICAL	 	26010 EDEN LANDING ROAD HAYWARD, CA 94545






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sample	 	Room	 	Area	 	 	 	 	 	Photo	 	Photo	 	Date	 	Time	 	Sampled	 	 	 	Asb.	 	 
	Number	 	Number	 	Number	 	Location	 	Fireplan	 	Roll #	 	Shot #	 	Taken	 	Taken	 	by	 	Comments	 	Content	 	Asbestos Description
	21-46

	 	 	23	 	 	 	15	 	 	SE CORNER
	 	LD21A.BMP
	 	2-21
	 	 	6	 	 	08/21/95
	 	10:05
	 	CF/RA
	 	 	 	None
	 	Grey ceiling tile
	21-47

	 	 	23	 	 	 	15	 	 	SW CORNER
	 	LD21A.BMP
	 	2-21
	 	 	7	 	 	08/21/95
	 	10:55
	 	CF/RA
	 	 	 	None
	 	Grey ceiling tile
	21-48A

	 	 	15	 	 	 	15	 	 	@ PARTITION WALL
	 	LD21A.BMP
	 	2-21
	 	 	8	 	 	08/21/95
	 	11:02
	 	CF/RA
	 	 	 	None
	 	Grey ceiling tile
	21-48B

	 	 	15	 	 	 	15	 	 	@ PARTITION WALL
	 	LD21A.BMP
	 	2-21
	 	 	8	 	 	08/21/95
	 	11:02
	 	CF/RA
	 	 	 	None
	 	WHITE MATERIAL W/ WHITE PAINT
	21-49

	 	 	50	 	 	 	14	 	 	SE CORNER
	 	LD21A.BMP
	 	2-21
	 	 	9	 	 	08/21/95
	 	11:04
	 	CF/RA
	 	 	 	None
	 	Grey ceiling tile
	21-50

	 	 	50	 	 	 	14	 	 	N WALL ABOVE DOOR
	 	LD21A.BMP
	 	3-21
	 	 	1	 	 	08/21/95
	 	11:15
	 	CF/RA
	 	 	 	None
	 	Grey ceiling tile
	21-51A

	 	 	53	 	 	 	14	 	 	E WALL
	 	LD21A.BMP
	 	3-21
	 	 	2	 	 	08/21/95
	 	11:25
	 	CF/RA
	 	 	 	None
	 	Grey ceiling tile
	21-51B

	 	 	53	 	 	 	14	 	 	E WALL
	 	LD21A.BMP
	 	3-21
	 	 	2	 	 	08/21/95
	 	11:25
	 	CF/RA
	 	 	 	None
	 	GREY FIBROUS MATERIAL W/WHITE PAINT
	21-52

	 	 	50	 	 	 	11	 	 	E WALL
	 	LD21A.BMP
	 	3-21
	 	 	3	 	 	08/21/95
	 	11:27
	 	CF/RA
	 	 	 	None
	 	Yellow mastic and white plaster
	21-53

	 	 	50	 	 	 	11	 	 	E WALL
	 	LD21A.BMP
	 	3-21
	 	 	4	 	 	08/21/95
	 	11:31
	 	CF/RA
	 	 	 	None
	 	Yellow mastic and white plaster
	21-54

	 	 	15	 	 	 	11	 	 	E WALL
	 	LD21A.BMP
	 	3-21
	 	 	5	 	 	08/21/95
	 	11:33
	 	CF/RA
	 	 	 	None
	 	Yellow mastic and white plaster















 





EXHIBIT I




COMPUTER ROOM AND NORTH OFFICE




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EXHIBIT J




RULES AND REGULATIONS




     1. Landlord shall have the right to control and operate the public portions of the Building
and the public facilities, as well as facilities furnished for the common use of the tenants, in
such manner as it deems best for the benefit of the tenants generally. No tenant shall invite to
the Premises, or permit the visit of, persons in such numbers or under such conditions as to
interfere with the use and enjoyment of the entrances, corridors, elevators and facilities of the
Building by other tenants.



     2. Landlord reserves the right to close and keep locked all entrance and exit doors of the
Building outside of normal business hours as Landlord may deem to be advisable for the protection
of the property. All tenants, their employees, or other persons entering or leaving the Building
at any time when it is so locked may be required to sign the Building register when so doing, and
the watchman in charge may refuse to admit to the Building while it is so locked Tenant or any of
Tenant’s employees, or any other person, without a pass previously arranged, or other satisfactory
identification showing his right of access to the Building at such time. Landlord assumes no
responsibility and shall not be liable for any damage resulting from any error in regard to any
such pass or identification, or from the admission of any unauthorized person to the Building.



     3. Landlord reserves the right to exclude or expel from the Building or in regard to any such
pass or identification, or from the admission of any unauthorized person to the Building, or any
person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs,
or who shall in any manner do any act in violation of any of the Rules and Regulations of the
Building or in violation of any law, order, ordinance, or governmental regulation.



     4. The entries, corridors, stairways and elevators shall not be obstructed by any tenant, or
used for any other purpose than ingress or egress to and from its respective offices. Tenant shall
not bring into or keep within the Building any animal or vehicle.



     5. Freight, furniture, business equipment, merchandise and bulky matter of any description
ordinarily shall be delivered to and removed from the demised Premises only in the designated
freight elevator and through the service entrances and corridors, but special arrangements will be
made for moving large quantities or heavy items of equipment and supplies into or out of the
Building.



     6. All entrance doors in the Premises shall be left locked when the Premises are not in use.



     7. Tenant shall not attach or permit to be attached additional locks or similar devices to any
door, transom or window of the Premises; change existing locks or the mechanism thereof; or make or
permit to be made any keys for any door thereof other than those provided by Landlord. (If more
than two keys for one lock are desired, Landlord will provide them upon payment therefor by
Tenant).



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     8. Canvassing, soliciting or peddling in the Building is prohibited and each tenant shall
cooperate to prevent the same.



     9. Tenant shall not advertise the business, profession or activities of Tenant in any manner
which violates the letter or spirit of any code of ethics adopted by any recognized association or
organization pertaining thereto or use the name of the Building for any purpose other than the
business address of the Tenant.



     10. The drinking fountains, lavatories, water closets and urinals shall not be used for any
purpose other than those for which they were installed.



     11. No awnings or other projections over or around the windows or entrances of the Premises
shall be installed by any tenant.



     12. Rooms or other areas used in common by tenants shall be subject to such regulations.



     13. Landlord is not responsible to any tenant for the non-observance or violation of the Rules
and Regulations by any other tenant.



     14. Landlord reserves the right by written notice to Tenant, to rescind, alter to waive any
rule or regulation at any time prescribed for the Building when, in Landlord’s reasonable judgment,
it is necessary, desirable or proper for the best interest of the Building and its tenants.



     15. The Tenant shall not exhibit, sell or offer for sale on the Premises or in the Building
any article or thing except those articles and things essentially connected with the stated use of
the Premises by the Tenant without the advance consent of the Landlord.



     16. The Tenant shall never use any picture or likeness of the Building in any circulars,
notices, advertisements or correspondence without the Landlord’s consent.



     17. The Tenant shall cooperate fully with the Landlord to assure the effective operation of
the Building’s air conditioning system. If Tenant shall so use the Premises that noxious or
objectionable fumes, vapors and odors exist beyond the extent to which they are discharged or
eliminated by means of the flues and other devices contemplated by the various plans,
specifications and leases, then Tenant shall provide proper ventilating equipment for the discharge
of such excess fumes, vapors and odors so that they shall not enter into the air conditioning
system or be discharged into other vents or flues of the Building or annoy any of the tenants of
the Building or adjacent properties. The design, location and installation of such equipment shall
be subject to Landlord’s approval.



     18. All loading and unloading of merchandise, supplies, materials, garbage and refuse shall be
made only through such entryways and elevators and at such times as the Landlord shall designate.
In its use of the loading areas in the basement, the Tenant shall not obstruct or permit the
obstruction of said loading area and at no time shall park or allow its officers, agents or
employees to park vehicles therein except for loading or unloading.



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     19. There shall not be used or kept anywhere in the Building by any tenant or persons or firms
visiting or transacting business with a tenant any hand trucks, except those equipped with rubber
tires and side guards, or other vehicles of any kind.



     20. The Tenant shall not contract for any work or service which might involve the employment
of labor incompatible with the Building employees or employees of contractors doing work or
performing services by or on behalf of the Landlord.



     21. No curtains, blinds, shades or screens shall be attached to or hung in, or used in
connection with any window or door of the Premises without the prior written consent of the
Landlord.



     22. No sign, advertisement notice or other lettering shall be exhibited, inscribed, painted or
affixed by Tenant on any part of the outside or inside of the Premises or of the Building, without
the prior written consent of Landlord. In the event of any violation of the foregoing by Tenant,
Landlord may remove same without any liability, and may charge the expense incurred by such removal
to Tenant. Interior signs on doors and directory tablet shall be inscribed, painted or affixed for
Tenant by Landlord at the expense of Tenant, and shall be of a quality, quantity, type, design,
color, size, style, composition, material, location and general appearance acceptable to Landlord.



     23. The sashes, sash doors, skylights, windows and doors that reflect or admit light or air
into the halls, passageways or other public places in the Building shall not be covered or
obstructed by Tenant, nor shall any bottles, parcels, or other articles be placed on the window
sills, or in the public portions of the Building.



     24. Tenant shall not mark, paint, drill into or in any way deface any part of the Premises or
the Building. No boring, cutting or stringing of wires shall be permitted, except with the prior
written consent of Landlord, and as Landlord may direct.



     25. No animal or bird of any kind shall be brought into or kept in or about the Premises or
the Building.



     26. Neither Tenant nor any of Tenant’s agents, servants, employees, contractors, visitors or
licensees shall at any time bring or keep upon the Premises any inflammable, combustible or
explosive fluid, chemical or substance.



     27. No additional locks, bolts or mail slots of any kind shall be placed upon any of the doors
or windows by Tenant, nor shall any change be made in existing locks or the mechanism thereof.
Tenant must, upon the termination of the tenancy, restore to Landlord all keys of stores, offices
and toilet rooms, either furnished to, or otherwise procured by Tenant, and in the event of the
loss of any keys so furnished, Tenant shall pay to Landlord the cost thereof.



     28. Landlord shall have the right to prohibit any advertising referring to the Building which,
in Landlord’s reasonable opinion, tends to impair the reputation of the Building or its
desirability as a first-class building for offices, and upon notice from Landlord, Tenant shall
refrain from or discontinue such advertising.



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     29. Tenant’s contractors shall, while in the Building or elsewhere in the complex of which the
Building forms a part, be subject to and under the control and direction of the Superintendent of
the Building (but not as agent or servant of said Superintendent or of Landlord).



     30. If the Premises is or becomes infested with vermin as a result of the use or any misuse or
neglect of the Premises by Tenant, its agents, servants, employees, contractors, visitors or
licensees, Tenant shall forthwith at Tenant’s expense cause the same to be exterminated from time
to time to the satisfaction of Landlord and shall employ such licensed exterminators as shall be
approved in writing in advance by Landlord.



     31. The requirements of Tenant will be attended to only upon application at the office of the
Building. Building personnel shall not perform any work or do anything outside of their regular
duties, unless under special instructions from the office of Landlord.



     32. Excepting bottled water utilized by Tenant, no water cooler, air conditioning unit or
system or other apparatus shall be installed or used by Tenant without the written consent of
Landlord.



     33. Tenant shall install and maintain, at Tenant’s sole cost and expense, an adequate visibly
marked (at all times properly operational) fire extinguisher next to any duplicating or
photocopying machine or similar heat producing equipment, which may or may not contain combustible
material, in the Premises.



     34. Tenant shall not use the name of the Building for any purpose other than as the address of the
business to be conducted by Tenant in the Premises, nor shall Tenant use any picture of the
Building in its advertising, stationery or in any other manner without the prior written permission
of Landlord. Landlord expressly reserves the right at any time to change said name without in any
manner being liable to Tenant therefor.



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EXHIBIT K




McCLELLAN USE DOCUMENTATION




	 	 	 
	1.

	 	Environmental Certificate (as defined in the Lease).
	 
	2.

	 	SSEBS (as defined in the Lease).
	 
	3.

	 	EDC Lease, and all amendments thereto (as defined in the Lease).
	 
	4.

	 	Operating Agreement (as defined in the Lease).
	 
	5.

	 	EDC Agreement (as defined in the Lease).
	 
	6.

	 	Historic Preservation Agreement (as defined in the Lease).