Merchant Manual

MERCHANT MANUAL

2016 / 2017

ShopTheMarketPlace.com Pier 1 Imports Ross Dress For Less Ulta INTRODUCTION

Welcome to The Market Place, Tustin/Irvine’s premier outdoor shopping, dining and entertainment destination! The combination of the Center’s location, unique retail, and architecturally-rich environment has come together to become one of the most unique shopping centers in Orange County. We are proud to offer you a vibrant location to present your ideas, services and merchandise. Inside this manual are facts and information about the Center that you and your sales team will need to know.

You will discover how The Market Place operates through administration, policies and procedures, maintenance, security, and marketing. This manual will define how you can become a more active player in the Center’s success through participation and compliance with the Center’s operating guidelines. Together, we will continue to make The Market Place a destination for outstanding dining and retail in Southern California.

This manual is designed to emphasize areas which require the most attention and cooperation between the merchant and landlord in the operation of the center. It is not intended to eliminate or change the provisions of your lease. These guidelines are in no way all-inclusive, and may be expanded, altered or revised periodically.

We recommend you keep this manual where all employees have easy access to it. Please review it with your Ulta personnel to ensure their familiarity and cooperation with these guidelines, and to continue what we hope will be a long and profitable relationship with your tenancy.

We appreciate your thorough review of the information provided. Hopefully this can be useful to your staff in the future. Should you have any specific questions pertaining to this material or any other issues, please contact the Management Office at (714) 730-4124.

In the future, as information changes we will issue a revised manual on an annual basis. You will also be sent emails throughout the year to keep you informed. Our goal is to keep you updated on all current information relating to The Market Place.

2016-2017 MERCHANT MANUAL 1 Nordstrom Rack

G Burger

Yogurtland

Old Navy

Veggie Grill

Bed Bath & Beyond TABLE OF CONTENTS

Overview Introduction...... 1 Table of Contents...... 3 Tenant Phone Directory...... 4-5 Important Phone Numbers...... 6 Center Management...... 7 Hours of Operation...... 7 Holiday Hours...... 7 Security Procedures The Role of Security...... 8 Emergency Procedures...... 8-9 Earthquake...... 10 Power Failure...... 10 Explosions ...... 10 Hostage/Kidnapping...... 10 Active Shooter...... 11 Civil Disturbances...... 11 Bomb Threat Emergency Procedures...... 12 Theft, Intrusion, Assault...... 12 Door-Lock Procedures...... 12 Robbery/Theft/Shoplifting...... 12 Crimes in Progress...... 13-15 Maintenance General Maintenance Numbers...... 16 Preventative Maintenance...... 17 Use of Common Area...... 18 Trash, Refuse & Garbage...... 19 Grease Traps, Deliveries and Employee Parking...... 20 Policies & Procedures Storefront & Signage Guidelines...... 21-22 Merchant Financial Obligations...... 23 Fire Protection & Safety...... 24 Insurance...... 25 Marketing Services Marketing Request Center Overview...... 26

2016-2017 MERCHANT MANUAL 3 TENANT PHONE DIRECTORY

The Market Place I >> Tustin

Active Ride Shop (714) 824-8852 Manny’s Family Hand Wash (714) 210-2866 AT&T (714) 573-0500 Market Place Dentistry (714) 505-0123 Arizona Leather Interiors (714) 669-1717 Melt, The (657) 212-6816 Bath & Body Works (714) 669-1342 Merle Norman Cosmetics (714) 832-8636 Best Buy (714) 669-8355 Miguel’s Jr. Homesyle Mexican Food (714) 202-4676 Bike 2 the Beat (949) 783-9181 Mizu Sushi Bar & Grill (714) 730-0200 Bonefish Grill (714) 368-7613 Nekter Juice Bar (657) 269-8135 California Pizza Kitchen (714) 838-5083 Nordstrom Rack Coming Soon Carl’s Jr. (714) 838-1338 Old Navy Clothing Co. (714) 505-2802 Charming Charlie (714) 508-1648 Orangetheory Fitness (949) 864-6264 Chevron (714) 731-3659 Ortho Mattress (714) 734-0359 Christopher Perry Salon (714) 544-3999 Party City (714) 669-0294 Color Me Mine (714) 505-3975 Performance Bicycle (714) 838-0641 Comerica Bank (714) 368-9329 PetSmart (714) 731-1106 CorePower Yoga (714) 508-9642 Piadina Italian Market Sandwich (714) 417-9660 Dairy Queen (714) 505-4288 Pier 1 Imports (714) 544-7520 Dick’s Sporting Goods (714) 731-1300 Postal Annex (714) 832-9212 El Pollo Loco (714) 832-1695 REI (714) 505-0205 Ethan Allen (714) 368-0811 Ross Dress For Less (714) 731-9360 European Wax Center (714) 730-3929 Rubio’s Fresh Mexican Grill (714) 838-0902 Famous Footwear (714) 368-7543 See’s Candies (714) 368-7581 Fibo Kids Art Academy (714) 579-1929 Snooze (714) 415-6269 Flame Broiler, The (714) 368-7517 Sprouts Farmers Market (714) 734-8760 General Nutrition Center (714) 544-7329 Starbucks Coffee (714) 505-3466 Hand & Stone Massage (714) 505-6600 T.J. Maxx (714) 730-1013 Happy Nails & Spa - Tustin (714) 573-0015 Taco Bell (714) 832-1767 Home Depot, The (714) 838-9200 Thomasville Furniture (714) 544-4757 Hopdoddy Burger Coming Soon Total Wine & More (714) 665-4257 In-N-Out Burger (800) 786-1000 TMP Optometry (714) 731-0215 Jared Jewelers (714) 508-1033 Vans Shoes (714) 573-8018 Jos A. Bank (714) 832-2892 Weight Watchers (800) 651-6000 Justice For Girls (714) 665-4392 Wescom Credit Union (888) 493-7266 Kumon Learning Center (714) 824-4020 Which Wich Superior Sandwiches (714) 731-9424 Lane Bryant (657) 205-3003 White House | Black Market (714) 505-0140 LOFT (714) 368-0771 Wokcano Asian Restaurant Coming Soon Make It Fit (714) 838-6311

4 2016-2017 MERCHANT MANUAL TENANT PHONE DIRECTORY

The Market Place II >> Irvine The Market Place III >> Irvine

24 Hour Fitness (714) 665-1233 Baja Fresh Mexican Grill (714) 508-7777 Babies “R” Us (714) 832-7545 Bank Of America (714) 734-1321 Barnes & Noble Booksellers (714) 508-9707 Barbeques Galore (714) 368-5192 Bed Bath & Beyond (714) 734-9290 BJ’s Restaurant & Brewhouse (714) 665-8595 California Fish Grill Coming Soon BuildASofa (714) 508-2414 Coffee Bean & Tea Leaf, The (714) 505-0498 H20 Poke & Grill (714) 544-0066 Corner Bakery (714) 734-8270 Carter’s (714) 838-0112 Cost Plus World Market (714) 368-7539 Chase Bank (714) 544-5349 DXL Men’s Apparel (714) 734-3440 Chick-Fil-A (714) 730-9100 Edwards 10 Theaters direct line (714) 505-1126 Class 302 Tea Café (714) 389-1177 movies (800) 326-3264 Daphne’s California Greek (714) 832-5855 Howard’s Appliance (714) 368-0163 Famous Dave’s BBQ (714) 462-9179 Island’s Fine Burgers & Drinks (714) 734-3301 FROZEN Liquid Nitrogen Ice Cream Coming Soon Lenscrafters (714) 508-4972 G Burger (714) 731-7758 Luna Grill Coming Soon GameStop (714) 544-9975 Macaroni Grill (714) 508-7990 Happy Nails & Spa - Irvine (714) 665-8366 OfficeMax (714) 505-3942 IHOP (714) 665-8763 Pieology Pizzeria (714) 389-0522 JEI Learning Center (949) 940-6095 Relax The Back (714) 734-4389 Lazy Dog Restaurant & Bar (714) 731-9700 Sports Authority (714) 669-5150 Lifeway Christian Store (714) 573-1468 Stein Mart (714) 832-0012 Lowe’s Home Improvement (714) 368-1665 Taco Rosa (714) 505-6080 Namaste Plaza Indian Supermarket (866) 866-6965 ULTA Beauty (714) 573-2675 Natraj’s Tandoori (714) 665-0040 Veggie Grill, The (714) 669-3037 Off Broadway Shoes (714) 665-0559 Vitamin Shoppe, The (714) 734-3684 Panda Express (714) 669-0752 Payless Shoesource (714) 544-2347 Sears Home Appliances (714) 731-7537 Starbucks Drivethru (949) 447-9482 Supercuts (714) 730-9141 TAPS Fish House & Brewery (714) 619-0404 T-Mobile (714) 368-0341 Target (714) 838-1209 Thai Spice (714) 665-0770 Urban Plates (714) 332-6272 Verizon Wireless (714) 730-7790 Wasa Sushi (714) 665-3338 Yogurtland (714) 731-1615

2016-2017 MERCHANT MANUAL 5 IMPORTANT NUMBERS

Emergency Fire/Paramedics 911 Police 911 Security Dispatch - UPS (714) 288-2274 Water & Sewer - IRWD (949) 453-5300 Southern California Edison (800) 655-4555 AT&T Telephone (800) 750-2355

Other Irvine City of Irvine (949) 724-6000 City of Irvine Police Department (949) 724-7000 Irvine Chamber of Commerce (714) 544-5170 Irvine Post Office (714) 730-4124

Tustin City of Tustin (714) 573-3000 City of Tustin Police Department (714) 573-3225 Tustin Chamber of Commerce (714) 544-5341 Tustin Post Office (949) 660-9112

Management Office On-site Management Office (714) 730-4124 Karol Reedy – Senior General Manager Steve Hulse – Director, Retail Operations Tony Smith – Manager, Operations Jennifer Avery – Property Coordinator Jerry Harr – Property Assistant, Operations Jeremy McBee – Security Director Barbara Conti – Property Assistant, Guest Services Kristine Smith – Senior Director, Marketing Shannon Campbell – Senior Manager, Marketing Jazmine Garcia – Marketing Coordinator Irvine Company Retail Properties Leasing (949) 720-2535

6 2016-2017 MERCHANT MANUAL CENTER MANAGEMENT

Management The Market Place is professionally managed by IRVINE COMPANY RETAIL PROPERTIES as named in your lease. Questions pertaining to the operation of this Center should be directed to the Management Office/Guest Services located on the 2nd floor across from California Pizza Kitchen at:

2961 El Camino Real Tustin, CA. 92782 Main: (714) 730-4124 Fax: (714) 730-9690

Guest Services is available for center customer’s during normal business hours. A Gift Card Kiosk is also located on the first floor below the Management Office and available 24/7 Hours of Operation Normal business hours for the Management Office are 8:00am to 5:00pm. Monday through Friday. Minimum operating hours for all tenants at this center are as follows unless otherwise set forth in your lease.

Monday - Friday 10:00am - 9:00pm Saturday 10:00am - 7:00pm Sunday 11:00am - 6:00pm

Hours & Holidays The Market Place is a retail shopping center and is open to the public on several holidays since they are popular shopping days. However, merchants may reduce store hours to 10:00am to 6:00pm on the following days:

Christmas Eve (December 24) New Years Eve (December 31) Independence Day (July 4)

Stores may close for the entire day on:

Thanksgiving Day Christmas Day New Year’s Day Easter Sunday

We also encourage all merchants to remain open for extended hours during the Holiday Season - Mid-November through December 31- as it is our busiest shopping period of the year.

2016-2017 MERCHANT MANUAL 7 SECURITY PROCEDURES

Security Universal Protection Service provides center security. Officers are on-site 24 hours a day 7 days a week and can be reached by calling the security dispatcher at (714) 288-2274.

Should an emergency arise, call 911 to notify the proper authorities and then contact security as instructed above. You may also call the Management Office at (714) 730-4124 Monday-Friday 8am-5pm. Security officers are available to assist in the following situations, including but not limited to:

»» Escort patrons or employees to their cars »» Shoplifting (after police have been called) »» Disturbance of the peace »» Loitering »» Incident Reporting

There is no substitute for police assistance. Call 911 stat or the police directly, and follow up with a call to security and the center Management Office. Stickers with security phone numbers to put on your phone(s) are available at the Management Office.

Emergency Procedures In the event of an emergency, call 911 immediately. Then contact center security and the Management Office immediately after contacting emergency services.

MEDICAL EMERGENCIES: In the event of a medical emergency please call 911, then notify The Market Place Security at (714) 288-2274. When speaking to emergency personnel and The Market Place Security, give the following information:

1. Name 2. Business Name and Address 3. Type of Emergency 4. Telephone Number 5. Cross Streets 6. Degree of Seriousness of injury/emergency

Meet the emergency personnel and security at the door/entrance and take them to the injured individual. It is very important that security write a report documenting the incident. Each tenant should equip their store with an emergency first aid kit.

8 2016-2017 MERCHANT MANUAL SECURITY PROCEDURES

FIRE: STAY CALM. Call the fire department (911) immediately when fire is suspected or discovered. Calmly and quickly evacuate all persons in the area. Alert The Market Place Security at (714) 288-2274 and the Management Office at (714) 730-4124.

Give the fire department the following information:

1. Name 2. Name of Business 3. Address and Cross Streets 4. What is burning, and where the fire is located

Be familiar with the premises and the location of:

»» All emergency fire exits; »» Fire alarm stations; »» Fire extinguishers. Find the nearest fire extinguisher and attempt to put the fire out ONLY IF you are knowledgeable on how to use the extinguisher and there is no anticipated danger to yourself.

DO NOT let a fire get between you and the exit. DO NOT enter a smoke filled room. If you cannot put the fire out safely with the extinguisher, evacuate the building in the following way:

1. Ensure that all occupants immediately exit premises and close all doors. 2. Meet in designated safe area well away from the building. 3. Leave the area directly in front of the building clear for emergency vehicles (fire department, police or ambulance).

Once Outside 1. Do Not Panic 2. Do not re-enter the building 3. Do not open the doors 4. Do not break windows

It is recommended that each tenant establish a “Fire Team” or “Emergency Action Plan” which has been tailored to your particular needs. This will help ensure the safe evacuation of all personnel and the protection of your facilities and equipment.

In case of fire or other emergency it is very important to follow all directions given by Orange County Fire Authority and other governing authorities.

2016-2017 MERCHANT MANUAL 9 SECURITY PROCEDURES

Earthquake In the event of an earthquake: REMAIN CALM AND DO NOT PANIC. If you are in the building, stay where you are. Do not exit the building or area unless it is unsafe to remain where you are.

»» Take cover under a strong desk or table. »» Do not stand near windows; turn away from glass. »» Move away from bookshelves, wall hangings, and suspended objects. »» Turn off all electrical equipment. »» Exit buildings quickly and calmly after shaking stops and only when safe. »» Be prepared for aftershocks.

Go to the designated meeting area and wait. Do not block the arrival of emergency equipment. Do not re-enter buildings unless directed by Emergency personnel. Power Failure In the event of a power failure, do the following:

1. Always have flashlights ready and available with fresh, extra batteries. DO NOT LIGHT CANDLES. 2. Turn off all electrical machines (cash registers, computers, etc.) to prevent power surge when electricity is restored. 3. Place absorbent materials around refrigerators, ice machines, etc. 4. Do not panic. 5. Contact the Management Office or notify security at (714) 288-2274. (The telephone system should operate without electricity though you may not be able to hear it ring.) 6. Call Southern California Edison (SCE) - (800) 655-4555

Explosions »» NOTIFY THE FIRE DEPARTMENT (911) »» Remain calm and evacuate immediately. Move as far away from the area as possible. »» Notify The Market Place Security at (714) 288-2274.

Hostage/Kidnapping NOTIFY POLICE AT 911. If a hostage is being held inside the building, the Police will evacuate the entire building and surrounding area to ensure the safety of all. Follow instructions given by law enforcement.

10 2016-2017 MERCHANT MANUAL SECURITY PROCEDURES

Active Shooter In the event of an active shooter, following are ways to respond:

1. Evacuate – Plan an escape route, leave your belongings behind, and keep your hands visible. 2. Hide Out – Hide in an area out of the shooter’s view, block the entry and lock doors if possible, silence your cell phone. 3. Take Action – As a last resort only when your life is in imminent danger attempt to incapacitate the shooter using physical aggression, such as throwing things at the shooter.

Law enforcement is usually required to end an active shooter situation. When law enforcement arrives:

1. Remain calm and follow instructions. 2. Put down any items in your hands (i.e., bags, jackets). 3. Raise hands and spread fingers, keep hands visible at all times. 4. Avoid quick movements toward officers such as holding on to them for safety. 5. Avoid pointing, screaming or yelling. 6. Do not stop to ask officers for help or directions when evacuation.

Call 911 when it is safe. Provide the following to law enforcement or the 911 operator:

1. Location of the active shooter. 2. Number of shooters. 3. Physical description of shooters. 4. Number of type of weapons held by shooters. 5. Number of potential victims at the location.

Civil Disturbances Response Procedures:

»» PEACEFUL – OUTSIDE BUILDING: Lock front door; lock back door, alert property management and center security. »» PEACEFUL – INSIDE BUILDING: Do not lock doors, alert property management and center security. »» VIOLENT – OUTSIDE BUILDING: Lock front door; lock back door; alert appropriate law enforcement authorities; alert property management and center security. »» VIOLENT – INSIDE BUILDING: Evacuate building and alert appropriate law enforcement authorities, alert property management and center security.

2016-2017 MERCHANT MANUAL 11 SECURITY PROCEDURES

Bomb Threat Emergency Procedures In the event you or one of your employees should receive a bomb threat, please follow these instructions. Remain calm. Don’t panic.

»» Ask for and NOTE EXACT TIME the bomb is to go off. »» Ask for and NOTE EXACT LOCATION of bomb. »» Attempt to keep the caller on the phone while someone else notifies police. Get as much information as possible. Ask caller how and when he/she got into the building and why the premises were targeted. »» Note background noise – music, car horns blowing, trains, pay phones, etc. »» Note whether the caller is male or female and whether they speak with an accent. »» Call 911. »» Call the Center Management Office. »» If the building is evacuated, MOVE AWAY FROM THE BUILDING to a designated area or as instructed by Police.

Theft, Intrusion, Assault Always contact police (911) before calling security. After police are called, notify security at (714) 288-2274. Door - Lock Procedures The Market Place security guards check random doors nightly to ensure they are secured. Very often, doors are discovered left unlocked. It is important that management be informed of current emergency after-hours contact persons and telephone numbers. Please notify management whenever a change in personnel occurs so that our emergency contact list can be updated. Robbery/Theft/Shoplifting Immediately call 911. Identify the building you are in and your store’s specific address. Be prepared to provide a description of the suspect. Notify security as soon as possible at (714) 288-2274 then the Management Office at (714) 730-4124.

12 2016-2017 MERCHANT MANUAL SECURITY PROCEDURES

Crime In-Progress If you observe a crime in progress in your store, call 911. Phone numbers for the police should be at every phone location. Alarms to your security monitoring company should be tripped. Try to remain as calm as you can. Be ready to provide authorities with:

»» The location of the problem. Include cross streets, premises address and location in the shopping center. »» A short description of what is taking place, parties involved, if anyone is injured, and if weapons are involved. »» The number of the phone from which you are calling.

In serious crime situations, the police may ask you to remain on the line with them. Answer any questions they ask even if it does not seem important. There is reason for them to ask.

If you are observing a crime in progress, it is better to remain unnoticed and not call attention to yourself. Confronting a person(s) committing a crime is a dangerous situation. The best course of action is to conceal yourself or leave the area and summon help as soon as possible. Your goal is to prevent injury to yourself and others.

If you are the victim of a crime, your goal is to survive the attack or confrontation without injury. In any confrontation or assault, you will have to make choices. You may not be able to avoid injury but your actions may reduce the degree of injury. Avoid panic at all cost; it is normal to be frightened. You must take into consideration the following before you decide on how you will respond to the attacker:

»» The state of mind of the suspect. Does he/she appear to be mentally disturbed, under the influence of drugs, scared, calm? »» Has the suspect demonstrated a tendency to be violent? »» Is the suspect armed with a weapon? »» Are you able to summon help or can you bluff the suspect into thinking help is available? »» Will physical resistance allow you to escape, summon help, or in your best judgment provide you with the best chance of avoiding injury or surviving the assault? »» Does cooperation with the suspect appear to be the best method of avoiding further injury?

2016-2017 MERCHANT MANUAL 13 SECURITY PROCEDURES

Crime In-Progress (cont.) What action you decide to take will depend on your assessment of the situation. Avoiding contact and fleeing or concealing yourself so the suspect cannot find you is best. If you discover that you cannot escape and resistance is not the best course of action at the moment, then utilize the following techniques and await your opportunity, it will come.

»» Do not antagonize the suspect. »» Avoid looking directly at or in a confrontational manner at the suspect. »» Follow the suspects’ direction. »» Do not call attention to yourself by volunteering or trying to be helpful. »» Try to establish a conversation with the suspect on neutral subjects as long as it does not cause anger or agitation. You want the suspect to see you as a person, not as an object. »» Realize that it is easy to become sympathetic with the suspect and his/her problems as time passes. Never forget that he/she is responsible for what is taking place. The suspect is the threat, not the police. »» Never give up. »» If there are multiple victims, offer support to each other. »» Keep looking for an opportunity to escape, resist or summon help. It will come.

If in your best judgment your only opportunity to avoid severe injury or death lies in resistance, then your goal is to escape and/or summon help.

»» Plan your attack. »» Identify your escape route. »» Attack only for as long as it takes you to provide the means of escape.

You should identify locations in your premises that can be secured so that intruders cannot immediately force their way in. These locations should have locks that can be secured only from the inside. They should also have a phone or alarm to summon assistance. Know the Number - Know When to Use it CALL 911 when: »» There is a life-threatening matter – any situation where physical well-being is threatened; any crime in progress, for example, an assault in progress, a prowler, someone breaking into your store or neighbor’s store, auto theft in progress, purse snatch in progress, or any immediate crime or incident that threatens life, bodily injury or property. »» Medical emergency. »» Fire. »» Person who has fallen and is unable to get up but has no visible injuries.

14 2016-2017 MERCHANT MANUAL SECURITY PROCEDURES

Crime In-Progress (cont.) If you are have difficulty speaking or you have limited English skills, it is helpful if you can say the single word “police”, “fire”, or “ambulance” so that you can be clearly understood. If you speak limited English, you can just state the language you speak so that the dispatcher can connect you with translation services. In most cases, when calling from a landline, the address you are calling from will show up on the dispatcher’s computer and someone will respond to that address. Please do not hang up. The dispatcher will need to get information from you. If you do hang up, a dispatcher will call you back to verify your call.

Do not be afraid to use 9-1-1. If you are unsure, it is the emergency dispatcher’s job to determine if it is an emergency. If it is not an emergency, the dispatcher will transfer your call to the non-emergency number or refer you to another number that he/she determines is appropriate.

In case you do have to use 9-1-1, remain calm. Call 9-1-1 immediately, not a personal friend or relative. Remain on the telephone until you are connected with the dispatcher and answer his/her questions as briefly and accurately as possible. State your location and the nature of the emergency when the dispatcher answers. For example, “I am at 1020 Main Street and there is a robbery in progress across the street”. Concentrate on describing only one suspect at a time when answering questions by the dispatcher about a suspect. Always describe the suspect from the head down to the feet.

After you’ve called 9-1-1, if possible, go outside to help direct emergency personnel who are responding to the call, whether it is fire, police or medical. (Do not go outside to lend assistance if you feel you might be placing yourself in danger.)

9-1-1 is supposed to be accessible from any telephone in the City and County at no charge. If you call 9-1-1 from a pay phone, the location will appear on the dispatcher’s computer and indicate that it is a pay phone.

Police calls will be assigned an A, B, or C priority. Police respond to “A priority” calls immediately. “B priority” calls are handled when there are not pressing “A” calls. “C priority” calls get the lowest priority, but police will respond. Dispatchers determine the priority of the call depending on what other types of things are occurring at the same time and what kind of information they are able to receive from the caller.

A – PRIORITY: Crime in progress involving significant injury to people or serious property damage; if the suspect is still on the scene; if a serious crime scene needs to be protected (for fingerprints, etc.); if the call involves reporting a missing juvenile, elderly or other “at risk” person; any sexual assault.

B – PRIORITY: When there is potential for physical harm or damage to property and the suspect may still be in the area.

C – PRIORITY: When there is no present or potential danger to a person or to property. The suspect is no longer on the premises and the “crime scene” is protected so that evidence might be gathered.

Fire and ambulance calls are transferred to the appropriate agency and will get immediate attention.

2016-2017 MERCHANT MANUAL 15 GENERAL MAINTENANCE

The Operations Manager is responsible for supervising all maintenance and upkeep of the entire Center. All maintenance personnel and contractors are responsible for the Common Areas only and not the repair(s) of individual tenant stores.

The following illustrates Tenant and Landlord typical responsibilities (subject to your lease document):

ITEM: RESPONSIBILITY:

Fire Sprinkler Merchant

HVAC Merchant

Plumbing Merchant

Electrical Merchant

Doors/Locks Merchant

Glass Merchant

Signs Merchant

Flooring & Carpet Merchant

Painting/Interior Walls Merchant

Storefront, Windows, & Doors Merchant

Roof / Structure Landlord *Depending on lease agreement

16 2016-2017 MERCHANT MANUAL PREVENTATIVE MAINTENANCE

Preventative Maintenance - HVAC (Heating, Ventilation & Air Conditioning) Per the terms of your Lease, it is the tenant’s responsibility to ensure that regularly scheduled preventive maintenance is being performed on their HVAC units no less than four (4) times per year. To meet this requirement, tenants should contact the HVAC service provider approved by Landlord. If a tenant contracts with their own service company, the service company will need to provide a certificate of insurance and a copy of the service contract to the Landlord’s office.

Special attention should be given to the HVAC system before the summer season and in early winter, as seasonal changes require different functions of the unit. The contractor should also regularly check the overflow pipe for stoppage as this generally causes ceiling leaks within tenant spaces. If the overflow pipe becomes clogged, the overflow or drip pans can spill over causing damage to merchandise. To save energy and keep pests out, please keep doors closed at all times.

CHECKLIST □□ Change filters CONTROL PANEL UNIT □□ Check proper airflow □□ Inspect contacts and relays. □□ Check the control circuitry for proper operation □□ Check time delays. □□ Check for algae growth in condensation lines □□ Check operating voltage and amp draw. BLOWER SYSTEM □□ Inspect and calibrate thermostats as needed. □□ Inspect belts and pulleys. Replace belts and adjust □□ Check all wiring connections and insulation. as necessary. SEASONAL CHECK OF HEATING SYSTEMS □ □ Inspect blower wheel. □□ Inspect burners and controls. □ □ Inspect bearings and shaft. Lubricate as needed. □□ Check and adjust pilot assembly. EVAPORATOR SYSTEM □□ Check standing pilot. □□ Visually inspect coil. □□ Check electronic spark ignition controls. □□ Inspect expansion valve and capillary tube. □□ Adjust burner for efficiency. □□ Check evaporator temperature. □□ Lubricate moving parts as necessary. □□ Blow out condensate drainpipe with C02. □□ Inspect heat exchanger. CONDENSER SYSTEM □□ Check temperature rise. □□ Inspect coils, clean as required. □□ Inspect complete furnace cycle. □□ Lubricate fan and motor bearings per □□ Check operating safety devices. manufacturer’s recommendations. SEASON CHECK OF COOLING SYSTEMS □□ Clean and check fan blades. □□ A complete check of the DX system. □□ Check for misalignment of fan and motor. □□ Complete inspection of piping. COMPRESSOR SYSTEM □□ Inspect all controls □□ Inspect compressor. □□ Inspect all safeties. □□ Check for adequate refrigerant charge. □□ Check for proper freon levels. □□ Inspect filter drier. □□ Inspect and lubricate all moving parts per □□ Check for excessive vibration and leaks. manufacturer recommendations. □□ Inspect start capacitor and potential relay □□ Inspect coils and straighten fins as required. (if applicable). □□ Inspect compressor contractor. □□ Clean all sight glasses. □□ Check for proper temperature split.

2016-2017 MERCHANT MANUAL 17 USE OF COMMON AREA

No merchandise of any kind is to be placed, exhibited or displayed outside any merchant’s premises

AT ANY TIME such as balloons, banners, etc. except with written permission of the Center Management. Additionally, no vending machines, linen bins, cooking oils, beer kegs, firewood or stands of any kind are to be placed in or on any common area of the center, including trash enclosures.

No merchant sale of merchandise by tent sale, truckload or sidewalk will be permitted without prior approval of the Center Management. Merchant storefront doors are to remain closed and unlocked during business hours for safety and conformance with health codes.

Use of the common areas is at the sole discretion of the landlord. Use of these areas by civic, community or other “outside” organizations or groups is at the sole discretion of the Center Management. All requests to solicit or demonstrate in common areas of the center should be referred to the Center Management and security should be notified. Your cooperation in this regard will ensure good relations with your neighboring tenants, Center Management and the public.

REI

Target Ethan Allen

18 2016-2017 MERCHANT MANUAL TRASH, REFUSE & GARBAGE

All trash must be secured with ties in trash bags. Boxes must be broken down and placed in the trash enclosures on the floor to be picked up for the center recycling program. Prior to removal from the store, each merchant is responsible for the storage of store trash, refuse and garbage. Upon removal, trash must be carried or loaded on wheels but not dragged to waste receptacles. Waste must be retained in rat-proof containers inside the merchant premises until ready for removal. All wood and combustible sweepings are to be kept in covered containers inside the tenants’ premises to minimize potential fire hazards. Currently, rubbish removal occurs 6 days per week in most areas of the center. No construction debris shall be placed in trash dumpsters. The merchant is responsible for the removal of all construction debris from the premises.

All trash and any other debris should be placed in the trash containers provided. If a trash container is full, it is the store’s responsibility to find a nearby trash bin to place into. Please make sure all cardboard waste is left inside trash enclosures, but not in the trash containers so it can be picked up to recycle. Tenants responsible for the trash will then be billed back any clean up costs.

Please notify the Management Office if your trash containers are overflowing.

Please contact security or the Management Office if you notice individuals in trash containers attempting to collect cardboard or other items from the trash areas. Security will also be patrolling trash areas frequently in an attempt to keep people from rummaging through the trash bins. Anyone caught attempting to take items, including cardboard, will be escorted from the property. This type of activity causes more work for our janitorial personnel as well as potential injuries to individuals in the trash bins, and therefore will not be tolerated.

Please store the pallets that come with your shipments in the trash enclosure nearest to your store. The janitorial crew will be collecting the pallets once a week so that they may also be recycled. We are hopeful that these services will improve the cleanliness and safety at the Center. We appreciate your support.

Merchants are not to dispose of the following items in sinks or toilets: paper towels, plastic products, plastic bags, straws, boxes, cups, sanitary napkins, coffee grounds, tea bags, cooking fats or oils, duplicating toner or powder, petroleum products of any type (gasoline, naphtha, kerosene, lubricating oil) or paint products of any type (thinner or brushes). The pressure of these items could cause a shutdown of the plumbing system not only in the tenant’s space but also in other tenant spaces.

2016-2017 MERCHANT MANUAL 19 GREASE TRAPS, DELIVERIES & EMPLOYEE PARKING

If your restaurant has an individual grease trap or interceptor, the merchant, under the following set of provisions must meet the minimum requirements to maintain it:

1. The trap must be cleaned out by a licensed technician on a monthly basis. 2. Management reserves the right to require the trap be cleaned out more frequently if grease overflows into the main sewer system or if the trap is causing a pungent odor and is a health hazard. 3. Proof of contract with the cleaning company and certificates of insurance must be issued to The Market Place Management Office. 4. Each time the trap is cleaned it should be done early in the morning, before 10:00am

All multi-tenant grease traps / interceptors will be maintained by the center with the costs of this program being billed back to the tenants who uses this trap. Deliveries Retail merchants are requested to advise their carriers to deliver merchandise to their service entrances Monday through Friday BEFORE 10:00am All merchants are requested to direct delivery trucks to approach their service or receiving areas (AT THE BACK DOOR) at a speed never in excess of 15 miles per hour. Additionally, please remind all delivery companies to never park along the red curbs for loading and unloading of deliveries. Overnight Parking No overnight parking or storing of tractor-trailers or other vehicles will be permitted on the property without permission from The Market Place management. Tractor-trailers, which must be unhooked, must use steel plates under dolly wheels to prevent damage to the asphalt-paving surface. In addition, wheel blocking must be used. Employee Parking Convenience for the customers of all businesses is a major and primary concern. Therefore, it is important to reserve as many parking spaces for customers as close to the merchant entrance as possible. To ensure this customer convenience, merchant personnel are required to park their cars in the center designated employee parking spaces, away from the building. Please contact the Center Management Office for designated employee parking site plan.

Vehicles are not to be parked in service areas or drives except for purposes of temporary loading and unloading. Handicap spaces are solely for use by handicapped persons. Personnel should be advised to drive carefully into and out of the public parking areas and driveways, setting a proper example. The parking lot is not approved to be used as an area for any employees to work on cars, change oil or wash their vehicle. No vehicle is allowed to be left overnight on the property. Management may have cars towed that do not conform to these rules.

No tenants, customers or anyone else is permitted to park in the red fire lanes for any reason. Not only is parking in the fire lane a violation of state law, it also obstructs clear visibility of on-coming traffic thereby posing a safety hazard to pedestrians and other motorists.

20 2016-2017 MERCHANT MANUAL STOREFRONT & SIGNAGE GUIDELINES

Storefront Guidelines Center Management has come up with guidelines to help you create a clean storefront that is attractive to customers and opens visibility for safety reasons.

Other than original and approved store identification signs, no advertising medium is to be displayed on STOREFRONT WINDOWS, sidewalks, parking lot areas, light poles, tenant windows, car windshields or any common area property. Signs placed outside of tenant’s spaces are NOT PERMITTED, with the exception of one storefront poster in the permitted holder. See Marketing Services for more information. Merchants shall not permit the use of any advertising media that can be heard or experienced outside of the tenant’s premises. Such items would include LED or neon “Open Signs”, flashing lights, searchlights, loudspeakers, radios, televisions, video screens, or any other items that can considered disruptive.

Prior to painting of storefront windows, tenants must have an approved application from the Management Office. A pleasant and attractive atmosphere for your customers, business invitees and employees has been created by the fine treatment of storefronts, furnishings, decor and landscaping. To maintain this atmosphere, cooperation is cordially requested and constantly necessary. For more information on approved storefront signage, see Marketing Services.

Below are a few visual examples of signage and displays that are not permitted.

2016-2017 MERCHANT MANUAL 21 STOREFRONT & SIGNAGE GUIDELINES

Signage Maintenance The merchant is responsible for the cost and installation of all APPROVED signage, both inside and outside the leased premises. The merchant must thereafter maintain all approved signage throughout the term of the lease. Upon lease expiration, all signage, both inside and outside must be removed and the walls and/or windows returned to their prior good condition at merchant’s expense. Seasonal Decorations Permission to exhibit or display any trade or seasonal decoration of any size or material, outside the tenant’s leased premises must be obtained in advance and in writing from Center Management and by obtaining a City Permit.

Any store that plans to have a real Christmas tree in their space needs to have it sprayed with fire retardant spray, applied by a certified person. This is a State Fire Marshall requirement for fire safety. All trees that have been sprayed will have a special tag on them. We recommend an artificial tree to avoid potential fire hazards.

If you wish to place light strands in your storefront windows please use the indoor mini-lights, properly installed, so as to not pose a safety hazard. Please contact Center Management for the Orange County Fire Authority’s safety guidelines for holiday decorating. When in doubt about any holiday displays for your storefront, please do not hesitate to contact the Management Office for our assistance and/or prior approval before installation.

Prior Management Office approval will prevent you from having to modify or take down any unauthorized displays. Please be reminded that displays outside your spaces are not allowed.

Additionally, especially during the holiday season, we need employees to abide by the employee parking rules and regulations to ensure that all customers have plenty of parking. The employee parking site plan highlighting these parking areas is distributed to all stores.

Hopdoddy Burger Bar

T.J. Maxx

22 2016-2017 MERCHANT MANUAL MERCHANT FINANCIAL OBLIGATIONS

As a merchant, you must fulfill certain financial obligations on a regular basis. All rental obligations are payable to the landlord in advance by the first day of each month. These monthly remittances should be made payable to The Irvine Company and sent to the post office address listed in your lease document. Payments cannot be accepted at the Management Office.

Your monthly remittance NORMALLY includes monies for the following lease obligations:

»» Monthly Minimum Rent »» Merchant Dues »» Common Area Maintenance »» Insurance »» Real Estate Taxes

If your lease provides, late fees may be applied to your account if payments are not received when due. Any questions concerning lease obligation interpretations and any explanation of special circumstances affecting your performance under the lease should be directed to the Management Office at (714) 730-4124 Exterior Equipment Installation Unless granted by the lease, no radio, television or other communication antenna equipment or device is to be mounted, attached or secured to any part of the roof, exterior surface or anywhere outside the tenant’s demised premises without prior written consent of Center Management. The type of equipment and method of installation must be detailed to Center Management for owner consideration. Tenants installing unauthorized equipment on the roof will be billed for all roof repairs and associated costs. Pets Pets are not allowed in the merchant spaces.

Party City

Stein Mart

2016-2017 MERCHANT MANUAL 23 FIRE PROTECTION & SAFETY

All tenants, without exception, must observe state and local fire, sanitary and safety building codes and regulations. Merchants are requested to inform their personnel to be aware of fire prevention and other safety procedures as listed below:

»» Keep all storage away from electrical transformers and water heaters. »» Keep exits clear and unobstructed at all times. »» Maintain a minimum 18-inch clearance below all sprinkler heads. »» Keep all flammable cleaning materials, waxes, etc. in a closed metal container at all times. »» Enforce NO SMOKING in unauthorized areas. »» Do not overload electrical circuits with extension cords and/or other non-standard type electrical work. Check for frayed fixture wiring. »» Keep emergency exit lights within the premises lit per code. »» Alert personnel to immediately report any situation that could cause a fire or accident.

A list of emergency phone numbers should be posted in the tenant’s premises for employee’s use. Landlord suggests that merchants be aware of potential security problems and recommend the installation of a security system or device to deter vandalism and/or theft. Landlord requires tenants have the locks changed upon moving into the premises.

All merchants are required to give 48 hours notice each time they shut down, drain or test a fire system for maintenance, repair or installation. Written notice must be given to the Security Manager. Please contact the Management Office at (714) 730-4124 for fire shut down forms. Fire System water must be drained into sewer system and not into storm drain in the common are parking lots.

Best Buy Overstock Home Decor

24 2016-2017 MERCHANT MANUAL INSURANCE

As a merchant of The Market Place you are required to carry proper insurance coverage according to your lease. This coverage should include, BUT IS NOT LIMITED TO, the following items:

»» General Liability »» Worker’s Compensation With a Waiver of Subrogation »» A 30-day cancellation period »» Business Interruption Insurance »» Property Insurance »» An additional insured clause to read: The Irvine Company, LLC and all entities controlling, controlled by or under common control with such entity, together with its respective owners, share holders, partners, members, division, officers, directors, employees, representatives and agents and its successors and assigns. »» The certificate holder should read as follows: The Irvine Company, LLC Retail Properties, Insurance Compliance, PO Box 12010-13 Hemet, Ca 92546-8010

Sales Reporting As a merchant, you are required to report your monthly gross sales. This report is to be submitted to the Landlord within 10 days after the close of each calendar month. A certified annual statement is also required, including a monthly breakdown of gross sales submitted before the 20th day of January of each calendar year, unless otherwise set forth in your lease. Sales reports are to be sent to the following address: [email protected]

Thomasville Home Furnishing Famous Footwear

2016-2017 MERCHANT MANUAL 25 MARKETING SERVICES

New merchants are welcomed to The Market Place even before the door is opened for business through our extensive marketing program. Each marketing service has been developed to promote your store opening and support your marketing efforts throughout the year.

A Marketing Guide is available to get you started. Your printed Guide is included in this Merchant Manual, however, a digital version of our Marketing Guide can also be requested through our online MERCHANT REQUEST CENTER. You can also learn more about each marketing service and place your participation 24/7. The majority of our marketing services are FREE. Below are instructions to access the MERCHANT REQUEST CENTER

1. Visit: www.ShopIrvineCompany.com/MerchantRequests 2. Password: Shopping1 3. On the overview page, click on “The Market Place Marketing” 4. On The Market Place Marketing page, click on the desired program. 5. Fill in ALL the information, then upload your art as appropriate (up to 10MB). 6. When done, click “Add to Cart”. YOU DO NOT NEED A CREDIT CARD. 7. Set up an account, then “Check Out” of your shopping cart. 8. You will receive a confirmation order# via email.

The FREE Marketing Programs Include:

»» Center-Wide Poster Program »» Website Listing »» Online Offer Program »» Event Listing »» Website Banner Ads »» Email Blast »» Direct Mail »» OC Dining Guide »» Event Support »» Apartment Welcome Packets Program »» Curbside-To-Go Program »» Additional Opportunities

We also offer PAID Programs that may fit your needs, such as our Magnetic Window Sign Program (the only approved signage behind your windows) and our approved Merchant Storefront Poster Program, along with additional advertising opportunities and resources. You can also find information on local community organizations that you may want to align with, such as the Irvine and Tustin Public Schools Foundations.

26 2016-2017 MERCHANT MANUAL Notes

2016-2017 MERCHANT MANUAL

2961 El Camino Real | Tustin | CA | 92782

714.730.4124 | ShopTheMarketPlace.com