Valley Plaza Mall Bakersfield, CA

Tenant Criteria Manual • Table of Contents Introduction Letter of Introduction This manual has been prepared to Introduction (I sheets) assist the Tenant’s architect and engineer(s) to prepare Letter of Introduction drawings and specifications that will meet the Center design Submissions Requirements criteria. Our objective is to allow the maximum expression of a store’s individual personality and character while Document Submission maintaining a cohesive design theme throughout the Center. Building Code Information Insurance The criteria herein are not intended to contradict any code requirements that may govern this project. It is the Architectural Design Criteria (A Sheets) responsibility of the Tenant’s architect, engineers and Food Court Design Criteria (FC Sheets) contractors to comply with all applicable codes. Any Mechanical Design Criteria (M Sheets) questions concerning the information presented in this manual should be brought to the Tenant Coordinator’s Electrical Design Criteria (E Sheets) attention as soon as possible to minimize design revisions. Plumbing Design Criteria (P Sheets) Fire Protection Design Criteria (FP Sheets) The Tenant Print Package, (“Print Package”) consists of:

• Tenant Design Criteria Manual. Valley Plaza Mall Roofing Criteria (R sheets) • Lease Outline Drawing (L.O.D.).

Structural Criteria (S Sheets) • Tenant As-Builts (if available). Tenant Criteria Manual Note: This manual is also available on GGP’s website: www.ggp.com Locate the Valley Plaza under “Chose your mall.” Click on the “Downloadable Information” button.

Intro I-1.0 Project Directory PREFERRED SHOPPING DESTINATION OF CENTRAL CALIFORNIA • Located approximately 116 miles north of Los Angeles in Bakersfield, Center Address: Local Utility Agencies California. Valley Plaza • Largest selection of exclusive stores in the market with Apple, ALDO, PINK, 2701 Ming Avenue Electric/Gas: francesca’s, Sephora, Earthbound Trading, Teavana, New York & Company, Bakersfield, CA Pacific Gas & Electric Company Urban Decay and over 145 retailers. www.valleyplazamall.com 1918 “H” Street • Featuring a 16-screen Reading Cinema along with delicious and family- Phone: 661-396-2801 Bakersfield, CA 93301 friendly dining options including Lucille's Smokehouse BBQ, Red Robin, Phone: 800-743-5000 Chipotle and more . Landlord: • Valley Plaza is the largest mall in Central California's San Joaquin Valley, GGP, Inc., Inc. Water: conveniently located off Highway 99 and Ming Avenue. Attn: Tenant Coordination California Water Service • Anchored by Macy’s JC Penney, Sears, Target and Forever 21 100 W. Broadway, #700 1920 Eye Street Glendale, CA 91210 Bakersfield, CA 93301 Phone: 818.459.6800 Phone: 661.396.2400

Building Department: Phone: City of Bakersfield Building Department AT&T 1715 Chester 5101 Office Park Drive, Room 200 Bakersfield, CA 93301 Bakersfield, CA 93309 www.ci.bakersfield.ca.us Phone: 800-540-5400 Phone: 661-326-3720 Landlord’s Required Contractors Health Department: Kern County Environmental Health Roofing contractors: Valley Plaza Mall Services Wilson Roofing 2700 “M” Street, Suite 300 10024 Rosedale Highway

Bakersfield, CA 93301 Bakersfield, CA 93312 Tenant Criteria Manual www.co.kern.ca.us/eh/ Phone: 661-589-4297 Phone: 661.862.8700 Clarks Quality Roofing St. George, UT Phone: 435-656-0196

Fire Alarm Contractor: Morgan Clayton Tel-Tec Security Systems, Inc. 5020 Lisa Marie Court Bakersfield, CA 93313 Intro Phone: 661-397-5511 I-2.0 Site Plan

Insert Lease Plan Valley Plaza Mall Tenant Criteria Manual

Intro I-3.0 Landlord’s Address for Document Submission GGP, Inc., Inc. Phone: 818-459-6800 Attn: Tenant Coordination Final Construction Documents: 100 W. Broadway, #700, Glendale, CA 91210 Please submit drawings electronically directly to the Tenant Coordinator. If you are unable to submit via email, FTP Site, or as PDF files on disc; paper submission requirements follow: Document Submission Three (3) sets on bond of construction documents in 24” x 36” format to scale (containing Please keep in mind that submission of plans must be in architectural, mechanical, electrical and plumbing drawings). accordance with the time schedule specified in the lease. Sufficient time must be allowed for Landlord’s and Local Refer to appropriate section in this manual for drawing requirements. Jurisdiction reviews and approval processes. Preliminary Landlord plan approval will take approximately 5 working Note: After Landlord approval, any changes or modifications to the construction documents or days or less. Final Landlord plan approval will take Tenant’s interior improvements must be approved by Landlord in writing. approximately 10 working days or less. The failure to provide adequate information during any phase will be just cause for return of the submission with no review. Previously Improved Spaces: Sprinkler Documents: • The submission at the preliminary phase must be At previously improved spaces, Tenant accepts the Tenant sprinkler plans must be submitted in complete in order to fairly evaluate the proposal and to Leased Premises in an “as is” condition and shall fully advance to GGP’s consultant, Global Risk also prevent continuation of work on an unacceptable remodel the storefront and interior of their store. No Consultants (GRC), Chicago, Illinois 312-960- storefront design. Existing material or finishes may be reused without 2849 Landlord’s approval. Said remodeling shall consist of • Drawings and hydraulic calculations must be Preliminary Documents: architectural, plumbing, fire protection, mechanical and sealed and signed by a registered fire protection Please submit drawings electronically directly to the electrical work. Tenant shall be responsible for the engineer from the State. Tenant Coordinator. If you are unable to submit via email, demolition and removal of any and all existing FTP Site, or as PDF files on disc; paper submission equipment and finishes related to the Premises at the Hood Documents: requirements follow: Tenant’s sole expense. The Landlord may furnish the Verify with Landlord’s on-site representative for Two (2) bond sets indicating: Tenant with existing drawings for a previously food related Tenants the requirements for hood occupied space or with a lease outline drawing only. In submission.

either case, the Tenant shall be responsible for Valley Plaza Mall • Key plan. verifying all existing conditions and dimensions. The Signage Documents: • Floor plan. Landlord does not represent to the Tenant that Please submit drawings electronically directly to • Storefront elevation. Tenant Criteria Manual previous Tenant documents reflect as-built conditions. the Tenant Coordinator. If you are unable to submit • Reflected ceiling plan. The Tenant and his/her Architect should become totally via email, FTP Site, or as PDF files on disc; paper • Material sample board (labeled and keyed to familiar with the information package and the existing submission requirements follow: plan). condition of the premises before proceeding to the Two sets of signage shop drawings. • Color rendering or photograph of storefront Design Phase. The Landlord is not responsible for Two sets of blade sign shop drawings. prototype. errors due to the lack of field verification by the Tenant. Typically, the Tenant will be required to perform a “complete remodel” of the Premises. Complete remodel consists of the removal and replacement of all improvement beyond the Landlord’s base building. Intro I-4.0 Tenant Submissions and Permit Requirements Tenant plan submittal to City of Bakersfield: the City of Bakersfield has been instructed to review tenant plans that have been dated, stamped and approved in advance by GGP Tenant Coordination. The Tenant cannot submit in advance a non GGP approved set of plans for the demolition and construction permit process.

Building Code Information It is the sole responsibility of the Tenant’s architect, engineer(s) and contractor(s) to comply with all applicable Federal, State, Local codes and ordinances for their occupancy type.

Building Type: Mall Center Description: Type IIN Fully Sprinkled Tenant Mercantile use. To be verified with Local Jurisdiction.

Applicable Codes: Building Construction Codes (2013 CBC, CMC, CPC, CEC, California Existing Building Code, California Historical Building Code, California Residential Code, and California Green Building Code) took effect on January 1, 2014. Please refer to the city’s website for current information.

Required Permits and Inspections Tenant Innovative Design Criteria Permits required by the Local Jurisdiction must be presented to the Landlord’s on- site representative prior to work start. It is the responsibility of the Tenant to obtain GGP, Inc. (GGP) is committed to collaboration with our retail partners to the approved construction documents from the Local Jurisdiction and to pay for and promote Design Excellence, as an essential component of our Mission. secure all applicable permits. Our mission is to own and operate the best-in-class retail properties that provide an outstanding environment and Note: All interior Tenant store signage shall be submitted to Landlord for approval. Valley Plaza Mall Exterior building store signage will require both Landlord’s and the Local experience for our Communities, Retailers, Employees, Consumers Jurisdiction’s approval. and Shareholders. Tenant Criteria Manual Inspections: While each property has a designated Mall Design Criteria Manual, which It is the Tenant architect’s or contractor’s responsibility to verify the field inspections specifies unique characteristics and guidelines, GGP encourages tenants to required by the Local Jurisdiction. ‘think outside the box’ in order to develop the best Storefront and Signage solutions possible.

Our focus is to encourage High Quality and Innovative Design that reinforces tenant branding, while contributing to the experience and excitement of our centers. Your GGP Tenant Coordinator is your facilitator and partner in this process.

Intro I-5.0 Description of Landlord’s Review: General Requirements: The objective of the Landlord’s review procedure are to ascertain that the Tenant and The Tenant shall cause its general contractor to deposit with Landlord’s on- his Architect: site representative without liability for interest, the sum of $5000.00. This • Have visited the premises and are familiar with the existing conditions. sum shall be applied towards any costs incurred by the Landlord or the • Have understood and are in compliance with the Tenant information and Design Landlord’s contractor to complete any part of the Tenant’s work including Criteria. but not limited to punch list items and damage caused to any portion of the • Have designed high quality improvements that uniquely identify the retail store mall which the Tenant or the Tenant’s contractor fails to complete within the and are an asset to the Tenant and the Mall. time period required by the lease. A certified check made payable to GGP, Inc. must be submitted to Landlord’s on site representative prior to work Tenants may be required by the Landlord to modify their storefront design and/or start. material palette in the event that it is similar to a neighboring store. Tenants are encouraged to be aware of neighboring store designs before proceeding with their The Tenant’s contractor shall erect a 13’-0” high (minimum) construction own storefront design. Landlord’s approval does not imply the correctness of the barricade to serve the Tenant’s area. The barricade must cover the entire drawings nor any guarantee as to the acceptability of the drawings by the Building storefront width and be constructed using 3-1/2” metal studs with gypsum Department. It is the Tenant’s responsibility to comply with all codes and board taped, sanded and painted per mall requirements. See Landlords Requirements of the appropriate jurisdictions and obtain by building department barricade detail in this manual for more information. The barricade can approvals that may be required. Any changes to the Tenant design necessitated by extend into the mall area 3’-0” only when working on the storefront (2 building department review must be resubmitted to Landlord for approval prior to weeks maximum). The barricade shall not be removed without Landlord’s proceeding with construction of affected areas. The information in this manual is approval. considered part of the Tenant’s lease plans whether it appears on the plans or not. All construction access is through the rear of the Tenant’s space. All Upon final approval, the Landlord will instruct the Tenant to proceed with the Pre- materials and workman access must be delivered to and brought into the Construction Phase. The Tenant and his architect should ascertain the availability of building through the Tenant Contractor designated loading dock(s) and a General Contractor and the anticipated time required for Building Department service corridors. Landlord’s on-site representative will designate approved approval. Whenever possible, these activities should be performed concurrently with loading docks, service corridors, acceptable delivery/usage times, dumpster the Design Phase to accelerate the process. However, the Landlord accepts no access, etc. No materials, assemblies, deliveries or workman access is liability or responsibility due to changes required for the Landlord’s final approval. permitted through the Tenant’s storefront or in the mall common areas at any time.

Whereas design objectives change over time, the existence of a particular condition Valley Plaza Mall in other improvements at the mall does not imply acceptance by the Landlord. New improvements are expected to comply with the current criteria and surpass the majority of existing tenancies in quality of design, innovative display techniques, Final Inspection: Tenant Criteria Manual excellence of finishes and details. The outcome over time is a Mall environment that Upon completion of the work, the Tenant will provide the following reflects contemporary retail design techniques and maintains its competitive position. documents to the Landlord’s on-site management office prior to The criteria have been selected to define minimum standards and parameters opening for business. without restricting the possible design solutions. Tenants are encouraged to develop 1. A photocopy of the Tenant’s Certificate of Occupancy as proof new concepts and select colors, finishes and materials that distinguish their of final inspection by all Building Department officials. premises. 2. A photocopy of the Tenant’s business license. 3. Certificate of insurance as stipulated in the lease.

Intro I-6.0 Contractor’s Guidelines

The following is a brief description of required items/procedures for Tenant Temporary Electric:: Landlord may provide temporary electrical service in construction. designated areas of the mall during construction. Tenant shall request, in writing, permission to connect to the temporary service and distribute Note that this is not a complete description of all requirements and limitations for temporary service to the Leased Premises in accordance with applicable code Tenant construction. The Tenant’s contractor shall obtain a “Tenant’s Contractor and as designated by Landlord’s on site representative. Manual” at the site from an authorized GGP representative for further guidelines. Crane Contractors: Only 2 crane companies are authorized to work during Quality Standards: All work by the Tenant’s contractor, including repair work, non mall hours on property. (refer to contractor listing) shall be performed in a first-class workmanlike manner and shall be in a good and usable condition at completion. The Tenant shall require any person Mall Roofing Contractors: Depending upon the section of roof involved for a performing work to guarantee that the work is free from any and all defects in tenant space, only 2 mall roofing contractors area authorized to work on the workmanship and materials for 1 year from the date of completion. The Tenant roof. Wilson Roofing and Clark’s Quality Roofing. (refer to contractor listing for shall also require any such person to be responsible for the replacement or repair details) without additional charge of work done or furnished by or through such person Tenant & Contractor Delivery Access: Tenant and Contractor deliveries are which shall become defective within 1 year after substantial completion of the through the mall service doors only. Mall shopper entrance doors are not used work. The correction of work shall include, without additional charge, all at any time for such deliveries. expenses and damages in connection with the removal, replacement or repair of any part of work which may be damaged or disturbed. All warranties or Contractor Truck & Trailers: Tenant contractor truck and trailers can deliver at guarantees for materials or workmanship on or regarding the Tenant’s work shall service areas, for immediate unloading, and then relocate to the mall parking be contained in the contract or subcontract. The contract shall be written so that lot for parking. Contractor trucks left in service areas will be towed at driver’s all warranties and guarantees shall inure to the benefit of both the Landlord and expense. the Tenant, as their respective interests appear, and so that the contract can be directly enforced by either party.

Coordination: The Tenant’s work shall be coordinated with the Landlord’s work as well as with the work of other Tenants in the shopping center, so that the

Tenant’s work will not interfere with or delay the completion of other Valley Plaza Mall construction in the shopping center.

Construction Trash Removal: Tenant and Tenant’s contractor(s) are responsible Tenant Criteria Manual for all trash removal during construction, fixturing and stocking. Trash removal shall be performed using the containers, dumpsters, loading docks and service corridors as designated by Landlord’s on site representative. All trash removal shall be performed during the days and times as designated by Landlord. Trash accumulation shall not be permitted overnight in the Leased Premises, mall common areas or service corridors. In the event Landlord provides trash removal at Tenant’s request or as a result of Tenant’s or Tenant’s contractor’s failure to remove trash, then Tenant and Tenant’s contractor shall reimburse Landlord for its costs.

Intro I-7.0 Other Contractor Requirements:

• Tenant and Tenant’s contractor shall not commence any work or deliver any materials to the building or site without conducting a pre-construction meeting with Landlord’s on-site representative and supplying all required pre-construction documents. Documents shall include but not limited to, a copy of building permit, certificate of insurance, contractor’s license, construction schedule and subcontractor list.

• Tenant shall ensure that all Tenant contractors are bondable and licensed in the State and City of the location of the mall. Landlord shall have the right to approve Tenant’s contractors and subcontractors; however, such approval shall not constitute the assumption of any responsibility or liability by Landlord for the actions of Tenant’s contractors or subcontractors or the quality or sufficiency of Tenant’s Work.

• All materials, supplies and labor necessary for the construction, fixturing or merchandising of the Tenant’s premises must be delivered at the times and through the designated truck docks and service corridors as designated by Landlord’s on site representative.

• Tenant’s contractor(s) may perform “noisy” construction, such as jack hammering, Insurance: saw cutting, core drilling, etc., only during the hours as designated by the Landlord’s on site representative. The Tenant’s contractor must fulfill the following insurance requirements, and shall maintain at no expense to the Landlord : • Tenant’s contractor shall obtain Landlord’s prior written approval for all drilling, welding or other attachment to Landlord’s structural system. • Workers’ Compensation Insurance with statutory limits and Employer’s Liability Insurance with limits of not less than $500,000, • Tenant’s contractor’s work shall be subject to inspection by Landlord during the not to exceed $1,000,000. Valley Plaza Mall course of construction for the purpose of determining the quality of the workmanship and adherence to Landlord requirements. Tenant’s contractor is • General Liability Insurance with limits of not less than $2,000,000 required to cooperate with Landlord’s on site representative and correct any combined single limit for bodily injury and property damage, including Tenant Criteria Manual deficiencies noted within 10 days. All work performed by Tenant’s contractor shall personal injury, Contractual Liability Coverage specifically endorsed to be performed in strict accordance with the Landlord approved final plans and mall cover the indemnity provisions contained herein and Contractor’s requirements. Protective Liability Coverage if the contractor uses subcontractors

• Motor Vehicle Liability Insurance in the contractor’s name, including owned, non-owned, leased and hired car coverage with limits of not less than $2,000,000 combined single limit per occurrence for bodily injury and property damage

Intro I-8.0 Architectural Design Criteria The following is a list of minimum design information required to expedite plan approval by Landlord. It is not intended to be a complete listing of all requirements, but should serve as a minimum checklist to be used by Tenant’s design consultants to complete the construction documents.

We urge you to read this manual in its entirety in order to fully understand the requirements needed to generate an acceptable set of construction documents.

Architectural Drawing Requirements

All Sheets: Floor Plans (1/4” scale min.): • Tenant space number to be shown in the title block. • Demising and interior partition wall locations • Drawings to show column lines with designations. dimensioned. • Indicate base building columns lines on drawings. Cover Sheet: • Rest room facilities. • Tenant name. • Location of fixtures and equipment. • Project directory. • Recessed service door (if applicable). Reflected Ceiling Plan: • Location plan with space number. • ADA path of egress indicated. • Ceiling heights. • Leased square footage. • Door and room finish schedules. • Identification of ceiling materials. • Architectural symbols list. • Typical wall sections. • Exit lights. • Drawing list. • Emergency lights. • Occupancy load. Storefront Interior Elevations and Details: • Light fixtures. • • • Sprinkler heads. Building data, use and construction type. Storefront entry elevation. Valley Plaza Mall • Flame spread ratings of materials (as per code). • Interior store elevations. • Air diffusers and grilles. • Landlord provided notes. • Identification of finishes and colors. • Access panels.

• Longitudinal and typical section through storefront Tenant Criteria Manual from slab to roof. Signage Drawing Requirements • Typical section through demising walls. • Incorporate signage into storefront elevation. • Storefront signage. • Indicate letter height. • Blade signage (if applicable). • Provide typical letter section. • Neutral pier and bulkhead details. • Method of wiring and mounting. • Floor transition details. • Indicate color and materials. • Blade sign (if applicable).

Archi- tectural Design A-1.0 Landlord Provided Notes: The following Landlord notes must appear on the cover sheet of all Tenant’s final construction documents: • Tenant’s general contractor shall submit a construction deposit with Landlord’s on- site representative per Center requirements. • Tenant’s general contractor must check in with Landlord’s on-site representative prior to work start. • Tenant’s contractor will repaint and/ or repair Landlord’s property, (neutral piers, bulkheads, rear corridor, etc.) damaged during Tenant improvement. • All ceiling material must have a minimum of a class “A” fire rating. • Support wires for lay-in ceiling grid, lights HVAC equipment, etc. must not be • connected to any of Landlord’s electrical, plumbing, fire protection piping and Any penetration or modifications to structural steel or concrete must be mechanical equipment or deck above. coordinated and approved by Landlord’s on-site representative. • • All support wires may only be connected to top cord of joist and/ or structural It is the responsibility of the Tenant’s architect to field verify dimensions, utility members. locations and conditions prior and during construction. • • All materials used in the construction of this space must be asbestos free. Tenant shall not penetrate Landlord’s metal roof deck with any type fasteners. • • Food related Tenants and upper level Tenant’s with bathrooms shall provide a It is Tenant’s responsibility to maintain the integrity of Landlord’s demising walls, water proof membrane in wet areas. Verify water test procedure with Landlord’s floor slab, roof and building structure. on-site representative. • Tenant to remove any existing or newly abandoned materials, equipment, piping, • Do not channel cut slab on upper level. Core drill only and install supplemental ducts and wiring from the premises. Cap service at point of origin and coordinate support framing. this work with Landlord’s on-site representative. •

Tenant’s must comply with Title III of the Americans with Disabilities Act (ADA) Valley Plaza Mall and all Local and State codes. • Free standing security devices are not allowed in the control zone. Security devices shall be concealed from public view. Tenant Criteria Manual • Tenant is to maintain any expansion joints within their leasable area. Install cover plates per Center requirements. • Television antennas and satellite dishes are not permitted on the roof or attached to HVAC units. • Tenants requiring cable television should refer to their lease and contact the Landlord’s on-site representative for additional information. Archi- tectural Design A-2.0 General Tenant Design Constraints: Landlord Supplied Architectural Items • Landlord will provide approximately 11’-0” height clearance throughout Tenants space. Additional height may be achieved upon Landlord’s written approval. Any Neutral Pier: alterations to Landlord’s structure or utilities as a result of ceiling height increase Landlord shall provide a vertical neutral surface which consists of a 18” pier at the shall be at Tenant’s expense. lease line separating tenant store construction from another adjacent space. • Tenant’s storefront shall not be suspended from Center bulkhead. Demising Wall Studs: • Blocking, decking, framing and raised platforms shall be constructed of Between the Premises and any service or exit corridor, Landlord will provide 6” noncombustible materials. metal studs at 16” on center and one layer of gypsum board on the corridor side. At • No combustibles above ceiling (i.e., transformer, water heaters, etc.). all exterior walls, Landlord will provide 8” metal studs at 16” on center or an 8” • Provide 2” high black vinyl store space number and name, at rear exit door (or concrete block wall. approved equal). HVAC : • Waterproof membrane is required for all food related and upper level Tenant’s HVAC-Chilled and hot water piping. It will be a Tenant responsibility for connection with bathrooms. to Tenant’s air handling unit. ** Tenant must utilize electric heating instead of hot • All floor penetrations must be sleeved and sealed liquid tight. water. • Do not channel slab on upper level. Core drill only and install supplemental Floor Slabs: support framing as required. Finished smooth concrete slab will be provided. • Support wires for lay-in ceiling grid, lights, HVAC equipment, etc. must not be connected to any of Landlord’s mechanical, electrical plumbing or fire protection Utilities: piping, equipment or deck above. An empty 2” electrical conduit will be brought to the rear of the Premises from • Support wires must connect to top cord of joist and/ or structural members. Landlord’s distribution panel. • An empty telephone conduit will be provided to appoint within the Premises. Any penetrations or modifications to structural steel or concrete must be A 3/4” domestic cold water service and a 4” sanitary sewer connection will be coordinated and approved with Landlord’s on-site representative. Valley Plaza Mall installed to or adjacent to the Premises. Tenant shall connect to Landlord’s service • A second exit is required if exit travel distance exceeds 75’ within space or point. occupancy exceeds 50 people or space is greater than 1500 SQ. FT. (or as per

code). Tenant Criteria Manual Design Philosophy • Tenant’s that are adjacent to service corridors must provide an alcove so that an The following criteria are provided to give the Tenant maximum design flexibility exit door is fully recessed behind the lease line when in the open position. Tenant while maintaining a consistent and high quality retail environment at the Center. must match service corridor finishes established by Landlord throughout corridor This criteria will guide the Tenant’s designer to create a store design compatible side of alcove and provide sprinkler coverage. (see the Architectural Details with the overall design intent of the Center. section of this book). All storefront, interior designs and materials are subject to Landlord’s approval. It should be understood that Landlord will review a Tenant design concept with neighboring Tenants and make judgments that will benefit the entire Center. Archi- tectural Design A-3.0 Storefront Design Criteria (Continued on next page) Storefronts shall be designed, fabricated and installed by Tenant at Tenant’s GGP Tenant Design Criteria for Higher Storefronts sole expense. Storefronts should be predominantly glass and emphasize well- Tenant Storefronts at all GGP Malls are required to project higher than the conventional 12 foot designed architectural elements. Landlord encourages Tenant to provide a high storefront. The intent of the criteria is to provide greater visibility and Tenant branding sense of entry and imaginative show window displays. opportunities. Tenants must project to the maximum storefront height, within a “Projection Zone,” as approved Storefront: by the Tenant Coordinator. Sections of the storefront shall extend beyond the face of the Landlord bulkhead, with a 3 inch minimum depth. This requirement does not permit the Tenant to project an Overall Design entire storefront beyond the lease line, but is intended to provide greater flexibility. Required • Totally open storefronts are prohibited. Opening cannot exceed 50% of egress in front of storefronts must be maintained at all times. the total storefront width or a minimum of 6’-0”. • Storefront may be laterally restrained by the structural system of the mall, If an existing Mall mechanical diffuser is located on the bulkhead, it must be incorporated into the if justified. storefront design and located at the same height throughout the mall. It should be electrostatically • Closure shall occur behind the lease line. painted to match storefront finishes. All other existing obstructions must be relocated by the • To add a dimensional aspect to storefront, it is encouraged for a variety of Tenant to an area, approved by the Landlord. elevation changes to occur within the lease line. Mall structural columns may occur within various Tenant storefronts. Depending on the mall and • One entrance per elevation is permitted. specific location, • Provide 3/4” x 3/4” black metal channel around the perimeter of the Tenants may clad the structural column with Tenant finishes, if permitted by the Tenant storefront separating Tenant’s finish from Center’s finish (if applicable). Coordinator. • All storefronts shall have a minimum 6” high approved durable base. • Tenant’s contractor shall provide a 1-hour rated smokestop of 5/8” Tenant Storefront Signs must be mounted in the projected sign band at a height that allows gypsum board on Tenant side of store front bulkhead. Extend smokestop maximum visibility. Blade signs are REQUIRED for ALL storefronts. Tenant should verify site to deck above and seal. specific Blade Sign Criteria with the Tenant Coordinator. The Blade Sign should be indicated on • It is Tenant’s responsibility to see that the mall tile extends to the store Landlord approved plans, but the final location of the sign must be approved by the local Mall point of entry. Operations Manager, prior to installation, in order to avoid visibility issues with other signage. Failure to obtain this approval may require the Tenant to relocate the sign at Tenant expense. Doors Tenants must submit Preliminary Plans for Landlord review. The Tenant Coordinator must • Entry doors are to be a minimum of 9’0” high. approve the storefront design prior to the architect proceeding with Final Plans. • Swing doors are to be single acting in the direction of egress. • Doors shall be fully recessed behind the lease line when in the open

position. Valley Plaza Mall • Door stops must be flush floor mounted. • Door tracks are to be recessed flush with the finish floor. • Storefront doors must be equipped with emergency quick release locks, or Tenant Criteria Manual as required by code. • Sliding vinyl accordion doors are prohibited. • Roll-up overhead grilles are prohibited.

Glazing • All storefront glass and glazing shall be tempered, beveled polished edges and shall be set with 1/8” open butt joints between panes. Silicone joint fillers are not permitted. • Glass storefront systems that exceed 10’-0” in height must be a minimum Archi- of 3/4” thick. Architectural glazing clips are required. tectural Design A-4.0 Control Zone Criteria (continued on next page) The front 15’-0” area from the storefront lease line has been designated as a control zone area. All Tenants must comply with these requirements. Storefront Design Criteria (from previous page) Floor: • Provide a smooth and level transition from Tenant’s space to common Acceptable Storefront Materials: Unacceptable Storefront Materials: area. Vinyl or rubber transitions are not permitted on the sales area. (refer to the Architectural Details portion of this book). Glass: Glass: • Provide 15’-0” minimum of hard surface transition flooring material • Clear tempered with polished and • Mirror. past the point of entry. beveled edges. • Plexiglass. • Glass block. Ceilings: • Sandblasted or stained glass. Laminates: • Ceiling elevations should vary within the 6’-0” control zone. • Simulated materials: (i.e., brick, stone, • Locate exit sign behind ceiling soffit so as not to be seen from the Metals: wood, etc.). Centers common area. • Anodized aluminum. • Wood veneer laminates. • Recessed incandescent down lights shall be used in the control zone. • Brass. • Track type lighting should be concealed and unobtrusive. • Bronze. Metals: • Sprinkler heads in ceiling must be concealed, cover plates to be • Copper. • Antique. chrome or match ceiling color. • Electrostatic colors. • Unfinished. • Acoustical tile will not be allowed in control zone area. • Stainless steel. • Slat wall is not permitted in the design control zone. • Polished, brushed or textured. Tile: • Clay shingles. Tile: • Simulated masonry and stone. • Ceramic, mosaic, terra cotta tile. • Vinyl tile. • Glass fiber reinforced gypsum. • Polished or honed cut stone. Wood: • Terrazzo. • Distressed wood. • Masonite. Valley Plaza Mall Wood: • Plywood paneling.

• Finish grade hard woods painted or • Unfinished wood. Tenant Criteria Manual stained. • Painted gypsum board.

Stone: Misc.: • Granite, marble, limestone, slate • Asphalt shingles. • Cedar shakes. • Vinyl wall covering.

Note: Some elements are not allowed within the Design Control Zone. Requirements for the Design Control Zone shall take precedence. Archi- tectural Design A-5.0 Control Zone Criteria (from previous page)

Store Interior Design Criteria Walls: Tenant’s are encouraged to provide a high quality, well detailed and unique interior • Tenants shall provide the required rated gypsum wallboard for their side of environment. The interior and storefront design should reflect and compliment one the demising wall. another. The use of quality materials for flooring, walls, ceiling and lighting will • All interior wall surfaces accessible or visible to the public must be finished accomplish this task. in an appropriate manner using quality materials and finishes. • All music, video, and pet shops require a minimum 2” sound insulation (refer Floors: to the Architectural Details section of this book). • Tenant is responsible for installing all finished floor coverings. • Interior walls are not to attach to the mall interior soffit. • Provide metal terrazzo or butt jointing between all floor material changes (refer the Architectural Details section of this book). Acceptable Store Interior Elements: • Provide waterproof membrane to base height where water is present, (i.e., • Hardwoods. restrooms) for upper levels Tenant’s and all food Tenant’s. • Ceramic tile • Natural stones Ceilings: • Metals • Ceiling heights in Tenant’s space shall be a maximum height of 11’-0” and • Carpet (commercial grade only) minimum of 9”-0”. Higher ceilings maybe allowed with Landlord’s approval. Any • Gypsum wall board alteration to structure or utilities shall be at Tenant’s expense. • Concealed spline ceiling • All sprinkler heads must be semi-recessed or recessed throughout the sales area. • 2’ x 2’ acoustical ceiling system with 3/8” regular edge, non-fissured tile (2’ x • Gyp Board ceiling is required in design control zone. 4’ scored tile is acceptable) • 2’x2’ acoustical ceiling tile/grid will be acceptable in the retail area beyond the • Slatwall (beyond design control zone) design control zone. • Painted gypsum • 2’ x 2’ fluorescent fixtures with parabolic lenses Lighting: • Neon with PK housings through all penetrations • Tenant shall provide lighting for the entire leased premises. • Track lighting head cannot exceed 5” in length

• Neon will require PK housing through all penetrations. Valley Plaza Mall • All store cases shall be adequately illuminated and vented. Unacceptable Store Interior Elements: • Display window illuminated during Center hours, controlled by a time clock. • Vinyl and rubber flooring and base are not allowed in sales area • All store lighting shall be glare free. • Vinyl and rubber stripping between material floor changes Tenant Criteria Manual • Flashing, spinning, chasing or strobe lights are prohibited. • Unfinished concrete in sales area. • Outdoor carpeting • Unfinished metals • 2’ x 4’ fluorescent fixtures • Prismatic or acrylic lenses • Exposed lighting in sales area • Strobe, spinner, chase, or moving type of lighting Note: Some elements are not allowed within the Design Control Zone. Requirements • 2’ x 4’ acoustical ceiling system in sales area for the Design Control Zone shall take precedence. • Mirrored ceiling Archi- tectural Design A-6.0 Control Zone Criteria (from previous page)

Signage Requirements: Acceptable Sign Types: • Not to exceed 70% of the width of the storefront. • Fiber optics. • Letters shall not exceed 18” in height and 5” in depth (refer to the Architectural • Edge lit sandblasted glass. Details section of this book). • Light boxes if recessed and concealed. • Limited to Tenant trade name (d.b.a.) only as defined in the lease. • Routed backlit letters with translucent face. • Registered trademarks and manufactures labels are not allowed. • Dimensional letters of metal, or painted wood. • Signage shall be placed on Tenant’s storefront at a minimum of 8’-0” A.F.F. • Backlit individual letters pin mounted a maximum of 1” from a non- • Silk-screen signature area maybe applied to the interior surface at 3’-0” A.F.F. reflective background. Verbiage shall be limited to Tenant’s name or logo with a maximum letter height of • High quality individual channel letters. 3”. • Exposed neon backed by plexiglass as permitted by the Center. • All illuminated signs must be fabricated and installed according to national, local building and electrical codes and must bear UL label. Unacceptable Sign Types: • All electrical penetrations through the storefront fascia for sign installation shall • Vacuum formed luminous letters. use PK housing. • Paper, cardboard, foamcore, cloth and decals. • Provide access to transformer and local disconnect. • Signs painted directly on Tenant’s storefront sign. • A time clock shall control and illuminate Tenant’s signage during Center hours. • Animated and flashing lights or lasers. • Interior signs that are visible from outside the Tenant’s space must be approved • Projecting box or cabinet type signage. by Landlord. • Plexi faced channel letters. • All signage must be installed as per code. • All wiring, raceways, cabinets, transformers, etc. must be concealed.

Neon Requirements: • PK Housings required with neon. • If exposed neon, paint exposed end of PK to match adjacent surface. Provide clear

standoffs. Valley Plaza Mall • Exposed neon shall be on rheostat dimmer. • Use no double backs if possible. • If double backs are required, keep to a minimum quantity; paint out to match Tenant Criteria Manual adjacent surface.

Archi- tectural Design A-7.0 In-Line Tenants Storefront Blade Sign Design Criteria Tenants are required to have a blade sign. The blade sign and bracket are to be designed as an integral component of the storefront design. Illuminated blade signs are permitted. The Tenant shall design, furnish and install.

The intent of the blade sign program is to foster Tenant visibility and a unique identity. Each Tenant should employ a professional graphic designer in order to creatively express tenant branding.

One blade sign per tenant storefront is allowed. Tenants with multiple storefronts or at a corner location may be given the opportunity to install additional signs.

Tenants may elect to use a variety of media for their signs, however all blade signs are required to meet the following criteria: • Blade signs limited to Tenant D.B.A. name and logo only. • The sign panel depth to be ¾” inch thick minimum and 3” inch thick maximum. • All raised letters, logos and other design elements on the sign panel face should be 1/2” thick minimum. • The sign panel must be a unique configuration and cannot exceed six (6) square feet. Standard blade sign panels are no longer permitted at GGP malls. • The bottom of the blade sign to be at least 8’-0” A.F.F. • The blade sign cannot project more than three foot, six inches (3’-6”) from the storefront lease line. • The blade sign location should be a suitable distance from the Landlord Neutral Pier and adjacent Tenant signage, so it does not impair visibility of adjacent signage. • The location of the blade sign is to be identified on the tenant’s shop drawings, however, final placement of the blade sign must be approved by the Mall Operations Manager, prior to installation. This final on-site coordination assures proper visibility for all tenants. • Sign brackets must be securely attached to the tenant’s storefront and be structurally supported.

Tenant’s contractor is responsible for mounting the sign bracket in the location approved by the Valley Plaza Mall Mall Operations Manager.

Submittal Requirements: Tenant Criteria Manual • Tenants must submit shop drawings for Landlord review and approval. Shop drawings must clearly indicate sign size, dimensions, materials, colors, method of attachment and placement on the storefront. • Submit shop drawings, via email, to the Tenant Coordinator for review and approval, prior to fabrication.

Archi- tectural Design A-8.0 tectural Design Archi- A-9.0 Valley Plaza Mall Tenant Criteria Manual tectural A-10.0 Design Archi- Valley Plaza Mall Tenant Criteria Manual tectural A-11.0 Design Archi- Valley Plaza Mall Tenant Criteria Manual tectural A-12.0 Design Archi- Valley Plaza Mall Tenant Criteria Manual tectural A-13.0 Design Archi- Valley Plaza Mall Tenant Criteria Manual Food Court

Design Criteria Sneeze Guard: Tenants are encouraged to develop a unique and innovated design and not a • Constructed of glass and high quality metal traditional franchise look. It is Landlord’s intent that food court tenants convey an • No point of sneeze guard shall extend above 7’6” above finished floor. open market atmosphere and therefore it is important that Tenant’s design shall • Sneeze guards, shall be architecturally compatible with counter design and in be compatible with neighboring tenants. accordance with code. Note: All food court tenants must comply with all health regulations and • Provide concealed lighting, in counter designs where appropriate. applicable ordinances of Local Jurisdiction. Security: Control Zone Criteria • Gates, Curtains or overhead grilles are not permitted. The front 10’-0” of service area from the food court lease line has been designated as a control zone area. All food court tenants must comply with this Ceiling: criteria. • Tenant shall provide a nonporous washable ceiling. • Painted gypsum wall board, metal or a sealed wood ceiling shall be used in the Counter: control zone area. • 3’6” required height • Lay-in ceilings are not acceptable in the control zone area. • Must have a 6” base of tile, stone or metal • Must utilize cove lighting at front edge Lighting: • Front of counter is to be recessed 2’ back from lease line. • Provide accent lighting at the countertop using recessed incandescent or pendent type fixtures. Countertop: • Provide recessed incandescent fixtures and concealed sprinkler heads within the • The front counter shall be constructed of solid core surfacing material with a control zone. 2” radius bullnose at counter edge. Provide recesses in the countertop for • 2’ x 4’ fluorescent lighting is not acceptable in the control zone. condiment trays, napkin holders, etc. • Recesses in the top counter surfaces for cash registers, food trays, drink Flooring: dispensers etc. must be set back a minimum of 8” from the front edge of the • Provide a ceramic or quarry tile floor and base throughout space. counter. • Must have a waterproof membrane.

• Beverage machines and all other miscellaneous equipment on the front • Mall tile is to extend to the point of closure at the counter base. Valley Plaza Mall counter are subject to design review. Equipment must be screened and recessed into the countertop, not to exceed 4’-0” in height. Walls: • All wall materials shall be washable and nonporous (i.e., epoxy paint, ceramic Tenant Criteria Manual Countertop Materials: tile, stainless steel). • Brushed stainless steel. • Provide a food preparation screen wall with service door separating the service • Natural stone (i.e., marble, granite, slate). and • Glazed ceramic tile. • food preparation areas. • Solid surface (i.e., Corian, Avonite). • Service door shall be self-closing to shield the back room from public view. • Wood with clear finish. • Mirrored walls are not acceptable within control zone area. • Laminate countertops are not acceptable. Food Court Design FC-1.0 Food Court

Menu Board: • Menu boards shall be integrated into the overall store design. Menu boards shall be recessed or surface mounted onto the preparation screen wall. • Menu Board must be illuminated either internally or externally whichever is best in keeping with the design theme of the store, at Landlord’s sole discretion. • Maximum height of menu board is to be 36”.

Signboard: • Must be clad with an approved finish.

Store Interior Design Criteria • The use of quality materials for flooring, walls, ceiling and lighting is required and are subject to Landlord’s approval.

Ceiling: • Tenant shall provide a nonporous washable ceiling constructed of gyp board in the design control zone; • Acoustic tile in back area is permissible.

Lighting: Valley Plaza Mall • Fluorescent type lighting is acceptable beyond the control zone. Tenant Criteria Manual

Exhaust Hood: • If food preparation is at the front counter area, the exhaust hood must be fully integrated into storefront design and clad in a decorative finish.

Food Court Design FC-2.0 Food Court Signage Design Criteria Signage plays a key role in establishing tenant identity and communicating the food concept for each merchant. Various sign types should be part of a coherent and well-conceived graphics program. Particular attention should be given to signage and graphics as they are an important part of the overall design theme. All signage is subject to Landlord approval. Landlord reserves the right to disapprove any signage that does not comply with Landlord’s criteria. Landlord may charge tenant for certain Landlord supplied signage items that Landlord may have fabricated.

Primary Sign: To maintain a consistent Signage Requirements: Acceptable Sign Types: signage theme throughout the food court, the • Each tenant is required to design, fabricate, install and • Exposed single or double stroke neon must have a Landlord will supply a prefabricated sign maintain a primary sign. individual letter plexiglass background. cabinet to each in-line food tenant. Tenant • Only one sign per storefront elevation is permitted. • Graphic signage is encouraged and shall be located at will be required to install their “d.b.a.” name • Signage limited to the tenant’s trade name “d.b.a” - as the food preparation screen wall. at a designated location on the sign cabinet. defined in the lease. • Reverse halo letters. Tenant must submit detailed sign shop • Registered trademarks and manufacturers labels are drawings for Landlord approval prior to not allowed. Unacceptable Sign Types: fabrication of any signage. Only one sign per • Sign zone shall be limited to maximum identification • Animated. storefront is permitted. area as dictated on sign detail drawings. • Vacuum formed luminous letters. • Individual letters, color types and styles shall be • Can signs. Blade Sign: Tenant may install a blade sign at approved by Landlord. • Box signs. neutral pier or adjacent wall. Tenant’s “d.b.a” • All signage must be installed as per code. • Foam core. name is to be applied to specified area of Note: Exposed raceways, ballast boxes, electrical blade sign or signs. Tenant is responsible for Neon Requirements: transformers and sign company names fabrication and installation of d.b.a per sign • PK Housings required with neon. are not permitted. specifications. • If exposed neon, paint end of PK to match adjacent surface. Provide clear standoffs. • Use no double backs if possible. If double backs are Valley Plaza Mall required, keep to a minimum quantity: • paint out to match adjacent surface.

• Exposed neon shall be on a rheostat dimmer. Tenant Criteria Manual • All exposed neon shall be mid-point grounded at each transformer.

Food Court Design FC-3.0 Mechanical Design Criteria HVAC Drawing Requirements The following is a list of minimum design information required to expedite plan • Identify RTU, VAV boxes, manufactures, sizes and locations per approval by Landlord. It is not intended to be a complete listing of all requirements, Center requirements. but should serve as a minimum checklist to be used by Tenant’s design consultants • Curb and structural support details. to complete the construction documents. It is the responsibility of the Tenant’s • Total CFM requirements for area. architect or engineer to field verify dimensions, utility locations and conditions prior • Mechanical symbol and equipment list. to and during construction. • Duct sizes and heights above finished floor. • Diffuser and grille schedule. Verify the type of system and any additional requirements with Landlord’s on- • Indicate CFM for each diffuser on plan. site representative. All reused material and equipment must be refurbished to • Plenum return air system indicated (if applicable). “like new” condition. • Damper locations. • Type of insulation. We urge you to read this manual in its entirety in order to fully understand the • Thermostat or temperature sensor locations. requirements needed to generate an approvable set of construction documents. • Control wiring diagram. • Toilet exhaust detail. Tenant Roof Top Mechanical: The Valley Plaza roof is overloaded up to 17%; • Notes and specifications. therefore, each tenant must submit in advance to the mall operations the written • Provide heating and cooling load calculations. factory cut sheets that has the net weight of a replacement or new HVAC, the weight of the curb and curb adapter, or other mechanical roof top system. If an Additional Food Related Tenant Requirements: existing roof top unit is to be replaced, factory cut sheets must also be provided to • Makeup air unit details and specifications. mall operations. The mall will forward the factory data sheets to the local outside • Specifications of exhaust equipment. structural engineer to verify roof load, and to determine the best location for each • Cooking hood details and equipment. piece of equipment. All tenant roof top mechanical equipment is to have a stencil in • Automatic fire extinguishing equipment. 3” high letters in black paint, the tenant’s name and mall assigned space number. • Control/ fire alarm wiring interface diagram (if applicable). Valley Plaza Mall Tenant Criteria Manual

Mech- anical Design M-1.0 Tenant Supplied HVAC Design General HVAC Requirements: Tenant shall design and provide an individual HVAC roof top unit with curb. • Any abandoned equipment within Tenant’s premises must be removed at Specifications, installation and placement of RTU must be approved by Tenant’s expense. Landlord. HVAC shall be compatible with Landlord’s life safety system (if • Maintenance of HVAC system. - Chilled water temperature to be maintained at: applicable). Ninety percent of the air exhausted must be replaced by a Tenant Entering water 44 degrees and leaving water 58 degrees. furnished and installed makeup air system. Additional structural framing • Verify with Landlord’s on-site representative regarding any interface to existing required as a result of roof penetrations or placement of RTU shall be at Life Safety System. Tenant’s expense. Structural plans must be reviewed and approved by a • All supply, return and exhaust systems must be balanced and tested by Tenant’s licensed engineer at Tenant’s expense. Verify blocking and fastening to roof air balance mechanical with Landlord’s on-site representative. All roof penetrations must be by • contractor. Tenant to submit a copy of the report to Landlord’s on-site Landlord’s roofer at Tenant’s expense. representative. • Ductwork shall be free from vibration. If ductwork has excessive vibration, Condensate drain and run out to roof drains shall be coordinated with Tenant shall provide Landlord’s on-site representative. • additional braces and or supports. Additional supports must be hung from the top of joist A photocell is required on all multistage units to shut off the second stage • cord and/ or beam. cooling at sundown. • No flex duct over 5’-0” in length. Duct board is permitted. • Any odor producing tenants (i.e., hair salon, nail and food tenants, etc.) must Food related tenants shall provide the following: An electrical interlock that provide an additional exhausting system approved by Landlord to eliminate allows exhaust fans to run simultaneously with Tenant lighting. Automatic odors. Coordinate shaft routing with Landlord’s on-site representative prior to extinguishing equipment shall be installed in accordance with applicable plan submission. codes. Exhaust fans must be equipped with a residue trough to be maintained • Verify the location of existing Landlord control wiring. New work must be by the Tenant (refer to Mechanical Details Section of this book). Distance of arranged as to not conflict with or restrict access to existing work. each exhaust fan from any RTU air intake shall be that which is required by code. Equipment: New HVAC equipment must be specified as one of the following brands: Valley Plaza Mall • Carrier

• Trane Tenant Criteria Manual • Lennox • McQuay • York

Mech- anical Design M-2.0 Existing Equipment: Duct Work: • If specifically provided for in the Tenant’s Lease Agreement, the Tenant may The Tenant shall provide all ductwork and accessories for air distribution. All elect to reuse existing HVAC equipment serving the Premises. ductwork must be designed and installed in accordance with the Tenant’s Lease • Costs to modify or add operational capacity to existing equipment is the sole Agreement, procedures described in the ASHRAE Guide, and in accordance with responsibility of the Tenant. the latest methods recommended in the Sheet Metal and Air Conditioning • The Landlord does not warranty any existing equipment. Contractor’s national Associations (SMACNA) Low Velocity Duct Manual, latest • The Tenant must verify the condition of existing equipment by physical edition. Fire rated duct shafts shall be supported from the floor of the building inspection. structure.

Removal and Replacement: Diffusers: • If the Tenant elects to replace the existing HVAC equipment, the Tenant must Ceiling diffusers must be similar in quality to the Tuttle & Bailey DSLA with #6 remove such equipment and all associated conduits, pipes, ductwork, curbs, controls, which contains an opposed blade volume control and separate and flashings, and properly restore the affected area to like new condition. extractor. • The Tenant must install new equipment curbs as reusing and modifying existing curbs is prohibited. Ceiling Access Panels: The Tenant shall provide 24” x 24” access panels in the ceiling as required to Support and Bracing: provide access to equipment and dampers. These panels must not be visible from • The Tenant must provide necessary structural modifications to the existing the mall common area. Shopping Center for the installation of all roof top equipment. • Structural engineering plans and calculations prepared and stamped by a Equipment Warranty: structural engineer licensed in the state the Shopping Center is located, are The Tenant must provide the Landlord with a one-year unit warranty and a five- required to be submitted to the Landlord for written approval. year compressor and ten year heat exchanger guarantee for ll new air conditioning systems. System Temperature Settings: • The heating system in the Tenant’s Premises must be capable of maintaining Equipment Identification: and inside dry bulb temperature of 70 degrees Fahrenheit with an outside The Tenant must affix an engraved sign on all roof-mounted equipment temperature of 3 degrees Fahrenheit. identifying the Tenant’s space number and trade name in 2” letters using Bakelite Valley Plaza Mall • The cooling system must be capable of maintaining and inside temperature of material.

72 degrees Fahrenheit with an outside condition of 105 degrees Fahrenheit Tenant Criteria Manual dry bulb and 70 degrees Fahrenheit wet bulb. Condensate Piping: • The Tenant’s HVAC system must provide condensate piping from the condensing unit and connecting it to a point above the P-trap of the lavatory in the Tenant’s Premises. • Condensate piping which drains directly on the roof or into a floor drain is not allowed. • Condensate piping must be type “M” copper and be insulated. • For roof-mounted equipment, the condensate piping must penetrate the roof at a point not closer than 12” and no further than 20” from the roof top unit. Mech- anical Design M-3.0 Roof Jacks: Discharge Dampers: Roof jacks are not allowed to serve more than one pipe or conduit. • Exhaust fan discharge dampers must be specified as parallel blade with a neoprene lined edge. Toilet Exhaust Systems: • Discharge dampers must be reasonably airtight when closed and located close • The Tenant may reuse the existing toilet exhaust duct serving the Premises. to an outdoor outlet with a damper control operator to keep it closed when the • The Tenant is responsible for installing and maintaining all exhaust ducts fan is off and open when the fan is on. serving the Premises. • Toilet room exhaust fans must be powered by and electric motor drive Kitchen Exhaust: provided with a back draft damper interlocked with the light switch, and Grease fans must be provided with a drainage area at the bottom of the unit. The connected to the master toilet exhaust duct system or a separate system drainage area must include a residue trough and be cleaned routinely. The location provided and installed by the Tenant. of the exhaust fan may not be less than 15’-0” from any air intakes to avoid contaminating air supplied to other tenants. An indicator light must be wired into Special Exhaust Systems: the kitchen exhaust fan circuit and the light must be mounted so as to be visible Odor producing tenants must design and install an engineered exhaust and from the customer side of service counter. make-up air system designed to keep odors from penetrating into the common areas or other tenant spaces. Grease Guards®: • Odors from kitchens, dining rooms, cafeterias, beauty styling and nail salons, A Grease Guard® grease containment system manufactured by Facilitec® must be pet stores and other businesses must be exhausted through a system installed by the Tenant on all roof mounted, grease-producing equipment. No furnished by the Tenant. substitutions will be allowed. The Tenant must contact Facilitec® at 180 Corporate • The exhaust fan must be connected to a lighting circuit in the Premises and Drive, Elgin, IL 60123 Phone: 800-284-8273; run continuously during business hours. Fax: 847-931-9629. • A multi-speed motor is required on exhaust equipment if the comfort air conditioning units are equipped with an economizer. Discharge Air: • The exhaust fan air conditioning blower motor, and economizer must be Exhaust discharge outlets and relief air outlets must be mushroom-type. Locations interlocked to ensure the exhaust fan is operating whenever the air and projections above the roof must be approved by the Landlord and comply with conditioning blower is operating and the exhaust fan speed must local building codes. Projections above 3’-0” tall require special approval. automatically adjust as the economizer modulates.

• Make-up air must be conditioned air. Damper Controls and Interlock: Valley Plaza Mall • Exhaust air levels must be based on local building codes and requirements of Damper controls and interlock to maintain the air balance as designed must be the Landlord. provided by the Tenant and approved by the Landlord. Exhaust and make up air • All odor exhausting roof-mounted equipment must be of the horizontal equipment controls must be interlocked to ensure simultaneous operation. Tenant Criteria Manual discharge type. • The unit must be located so that the discharge end directs the exhaust fumes Food Preparation Systems: over the parapet wall. Equipment and systems for food preparation areas shall be installed in accordance • No part of the unit may be placed so it can be seen from any portion of the with the national Fire Protection Association Standard, latest edition. Shopping Center. • If the Landlord determines that it is necessary, the Tenant must provide screening of rooftop equipment. Mech- anical Design M-4.0 Air Balance: The Tenant shall have the air distribution system balanced by an independent balancing contractor and submit a copy of the report to the Landlord.

Miscellaneous HVAC Requirements: • A 110 volt 20 amp GFI outlet must be installed at all roof top HVAC units. • No equipment or curbs may be installed closer than 24” to one another. • Exhaust vents may not be installed within 15’-0” of any supply air vent. When locating restaurant supply and return ducts, special consideration should be given to the direction of the discharge from the exhaust vent, and the distance between supply air intake ducts and exhaust ducts to prevent odor from entering other systems. • All conduits and plumbing must penetrate the roof no closer than 12” and no farther than 20” from equipment. • Curbing should be at a minimum height of 12”. • All conduits penetrating the roof must be EMT or rigid piping. • All roof top wiring must be encased in conduit. • Disconnect switches must be attached to equipment. Valley Plaza Mall Tenant Criteria Manual

Mech- anical Design M-5.0 Electrical Design Criteria Electrical Service: The following is a list of minimum design information required to expedite plan An empty conduit shall be provided for 277/480V or 120/208V (depending on approval by Landlord. It is not intended to be a complete listing of all requirements, location within the mall) 3 Phase, 4 wire, 60 cycle AC service with a service capacity but should serve as a minimum checklist to be used by Tenant’s design consultants sized to accommodate a maximum load of 12 watts per square foot of Premises will to complete the construction documents. It is the responsibility of the Tenant’s be provided from Landlord’s utility room to a point within the Premises. architect or engineer to field verify dimensions, utility locations and conditions prior to and during construction. Tenant Responsibility (all designs): Tenant shall provide a complete electrical system from the Center’s distribution point. The Tenant must refer to the appropriate following sections when designing their Including but not limited to, all necessary labor, branch and main circuit breakers, electrical system. Tenant shall be provided an electrical distribution system from panels, transformers, conduit, wire, etc. necessary for the satisfactory operation of an Landlord’s electrical service room. Verify the service of system and any additional electrical system. requirements with Landlord’s on-site representative. All reused material and • Final connection of Tenant’s electrical service by Landlord’s electrical contractor equipment must be refurbished to “like new” condition. at • Tenant’s expense (if applicable). We urge you to read this manual in its entirety in order to fully understand the • Conductors from Center’s electrical service room to the leased premises shall be requirements needed to generate an approvable set of construction documents. through the designated conduit, verify with Landlord’s on-site representative. • Electrical equipment and materials shall be new, in accordance with the National Electrical Drawing Requirements Electrical Code standards and local codes and shall bear the Underwriters • Floor and wall outlets locations. Laboratories label. • Fans, motors and all electrical equipment (i.e., RTU, VAV box) locations. • Time clock shall control all storefront signage and show window lighting. • Phone and POS outlets locations. • Electrical panel shall be provided with bolt on breakers and copper bus bars. • Lighting fixture layout. • Current transformers and meters shall be compatible (determined by Landlord • Emergency and exit light locations. MEP reviewer) with Landlord furnished meter system. • Indicate electrical powered equipment assigned to circuits. • Main disconnect in landlord’s utility room shall be quickmake-quickbreak fusible • Feeder conduit and wire size indicated. disconnect, suitable for Class J fuses. • Arrangement of panels, transformers, time clock, etc. (electrical riser diagram). • Lighting circuits shall be rated for switching duty.

• Conduit and wire size to HVAC equipment and panels. • Additional capacity may be available, upgrades to service size shall be at Tenant’s Valley Plaza Mall • Complete electrical panel schedule (refer to page 42). expense upon Landlord’s approval. • Lighting fixture schedule. • Notes and specifications. Tenant Criteria Manual

Distribution From Remote Electrical Equipment Room Landlord has designed and installed an electrical distribution system originating from the electrical service rooms located throughout the Center. Landlord shall provide all associated Tenant fuses in Landlord’s power distribution panel located in the main electrical service room at Tenant’s expense.

Electrical Design E-1.0 Telephone Service: Telephone and service shall be provided by the Tenant (verify existing conditions).

The Landlord has provided a minimum point of presence for the Tenant’s telephone connection. • The Tenant must provide all necessary equipment and must pull wires through conduit and terminate at a punch block provided in the Landlord’s distribution area. • Any special equipment required by the Tenant must be installed within the Tenant’s Premises. • The local telephone utility must make the final interconnect to trunk lines. • The Tenant must install all telephone work required within the Premises, including, without limitation, feeders and other work from the central distribution point. • All telephone equipment and material must be new and National Electrical Code Standard, unless a better grade is required by local codes. • The Tenant must arrange for telephone service and installation in sufficient time to establish service prior to the date the Tenant initially opens for business. Valley Plaza Mall Tenant Criteria Manual

Electrical Design E-2.0 Plumbing Design Criteria The following is a list of minimum design information required to expedite plan Water Service: approval by Landlord. It is not intended to be a complete listing of all requirements, A three-quarter inch minimum domestic cold water service will be brought to one but should serve as a minimum checklist to be used by Tenant’s design consultants point with the Premises. Any utility connect or tap charges assessed to Landlord to complete the construction documents. prior to Tenant’s submittal of plans for approval to Clark County agencies will be charged back to Tenant. We urge you to read this manual in its entirety in order to fully understand the requirements needed to generate an approvable set of construction documents. Sewer Service: A four inch sewer connection will be installed at one point below the Premises. An Plumbing Drawing Requirements additional four inch grease waster sewer connection will be installed at one point • Location of fixtures. below food court tenants. • Clean-out and floor drain locations. • Domestic water distribution. • Water heater detail with relief valve and piping to over flow pan and floor drain. • Location of sewer and vent connection. • Water meter location (if applicable). • Water, waste and vent riser diagrams.

Additional Food Related Tenant Requirements: • Gas piping layout. • Line sizes. • Control valves. • Grease line connection. • Gas submeter locations. Valley Plaza Mall

Domestic Water, Sanitary, Vent, Grease and Gas Tenant Criteria Manual Note: Tenant shall field verify the utilities for their lease space. Contact Landlord’s mechanical engineer for design specification.

Plumbing Design P-1.0 Tenant Responsibility: Natural Gas: Tenant shall provide a complete plumbing system from Landlord’s distribution point. If natural gas service is available from the local utility company at designated Including but not limited to, all necessary labor, connections to supply stubs, piping, locations on the property, the tenant may arrange to obtain service from the local clean-outs, fixtures, etc. necessary for the satisfactory operation of a plumbing utility company. Piping, meter and all associated work for extension of service to system. the leased Premises shall be provided by Tenant, at Tenant’s expense and shall be • Connection to Landlord’s point of service and extend service as per code. subject to Landlord’s approval and code requirements. • Provide a water meter located in toilet room accessible to Landlord (verify • Concealed gas piping is not permitted. All gas piping in tenant spaces must be readout with exposed. • Landlord’s on-site representative). • Gas piping to be welded construction except connections to equipment. • Provide handicapped toilet facilities in accordance with Title III of American with • Support and paint per mall standard details. Disabilities Act and local codes (refer to the Architectural Details section). • Gas piping down into space for food tenants is to be run through plenum in a • All toilets must be flush valve operated. sleeve with the sleeve • Provide water proof membrane in water areas for all upper level tenants (i.e., • vented to outside air. toilet rooms, sink areas). • Natural gas connections which penetrate the building envelope at any point • All water heaters must be located below ceiling and have a appropriate overflow shall be equipped with one-piece flow-through (or in-line) Seismic Gas Shutoff pan. Valves (SGSV’s). Seismic gas valve must be installed downstream of the • Provide relief valve and piping from water heater and overflow pan to nearest tenants gas meter if this line penetrates the building envelope at any point. Gas floor drain. lines which only serve rooftop HVAC units do not require a seismic valve. Flow- • Domestic water piping to be insulated with a minimum 1” thick fiberglass through SGSV’s usually are mechanical devices typically mounted near the gas insulation. meter. In response to an earthquake, a gate is released by movement of a • At least one floor drain and cleanout in each toilet room, kitchen and or wet magnetic mechanism, pin or other securing linkage, or a ball is dropped into the areas must be installed. gas flow. flow-through SGSV’s are available for small natural gas piping (2 in. • Sanitary piping shall be cast iron. [51mm] or less) at low pressures, as well as piping up to 60psi (414 kPa) at • Combustible piping (PVC) shall not be installed nor permitted through any floor, sizes up to 6 in. (152 mm). It is the contractors responsibility to supply and rated partition, or tenant plenum areas. install these devices as recommended by the manufacturer and as approved by • Soil piping to be cast iron, domestic water piping to be type “L” copper, vent the local building officials. Failure of the Tenant’s Architect and/or Mechanical piping to be cast iron, galvanized steel or copper. engineer to include this information on the construction documents does not • Connect to Landlord’s point of service and extend service according to Tenant’s absolve the contractor of this requirement. For additional information refer to Valley Plaza Mall requirements and applicable and local codes. the information below: • Each tenant will supply solenoid valves in their gas supply line that will be

interconnected to the mall fire alarm system to ensure shut down of gas fired APPROVED SUPPLIER: Tenant Criteria Manual equipment (if applicable). Pacific Seismic Products • Tenant must provide a hand and three compartment sink (if applicable). 233 East Avenue H-8 • Mop sinks are suggested. Lancaster CA 93535 PROOF OF VALVE INSTALLATION MUST BE • All gas piping shall be welded from Landlord provided tap. Phone: 661-942-4499 FORWARDED TO: • Gas piping shall not be in concealed spaces. Sleeved and vented as per code. Fax: 661-942-0999 FM Global Services Team: • Gas piping shall be supported and painted per Center’s specifications. www.4GasOff.net Toll Free: 877-364-6726 (Canada and United • Provide gas pressure regulator and meter at main or as per code. States)

Plumbing Design P-2.0 Fire Protection Design Criteria Smoke Evac/ Fire Alarm System: The following is a list of minimum design information required to expedite plan Each tenant is tied into the mall fire alarm/smoke evac system. The mall provided approval by Landlord. It is not intended to be a complete listing of all requirements, tenant system includes a single smoke detector, ceiling mounted within 10-15’ of but should serve as a minimum checklist to be used by Tenant’s design consultants the tenant store entrance. The smoke detector is connected to a red cable located to complete the construction documents. We urge you to read this manual in its above the drop ceiling (the red cable must remain red in color at all times including entirety in order to fully understand the requirements needed to generate an tenant spaces with an open ceiling to mall deck). The red cable runs to the rear of approvable set of construction documents. the store and is connected with a relay to the tenant roof top HVAC unit.

Sprinkler Drawing Requirements If the tenant elects to add additional smoke detectors or if the local fire marshall • Location of sprinkler head grid with main and branch pipe sizes. mandates an expansion of the mall provided single smoke detector, it is tenant • Temperature rating of all heads. expense to prepare written specifications and plans for the fire marshall review and • Hydraulic calculations. approval process. The plans are prepared by a single mall source, Sacramento • Fire extinguisher locations. Control Systems (refer to mall contractor listing). • Height of ceiling drops. • The installation of the additional fire protection system is provided by a single • Lighting location. source, Tel Tec Security, Bakersfield, CA (refer to mall contractor listing). • Curtain wall locations. • Upon completion of sprinkler system in leased premises, Tenant’s sprinkler contractor must contact Landlord to arrange for a system shut down for final Landlord Supplied Sprinkler System point of connection (at Tenant’s expense). Landlord has designed and installed a fire prevention system (sprinkler system). All • Plans must be signed and sealed by a registered Fire Protection Engineer of the Tenants must comply with NFPA guidelines and the local codes. State. • Each tenant must generate a sprinkler shop drawing and supply hydraulic Tenant Responsibility: calculations to the Landlord’s on-site representative. Tenant shall provide a complete sprinkler system within the leased premises; • Tenant’s sprinkler system shall give coverage up to Tenant’s lease line. including but not limited to, all necessary labor, piping, sprinkler heads, escutcheons, • Provide sprinkler coverage at exit alcove and storefront entrance alcove. etc. for the satisfactory operation of a sprinkler system. Tenant shall verify existing • No combustible material is allowed above tenant ceiling unless sprinkler conditions. coverage is provided. • Maintain a minimum 18” clearance between ceiling sprinklers and stock or

displays. Valley Plaza Mall • All storage decks and mezzanines must be fully sprinkled. Tenant Criteria Manual Tenant shall provide a complete fire alarm system from Landlord’s distribution point (junction box) within the leased premises, including but not limited to, all necessary labor, strobes, horns, wiring, etc. necessary for the satisfactory operation of a fire alarm system.

Fire Protection Design FP-1.0 Tenant Responsibility (if applicable): • Upon completion of tenant fire alarm system in Tenant’s space, Tenant’s fire alarm contractor must contact Landlord for final point of connection to Landlord’s fire alarm junction box at Tenant’s expense. • Fire alarm devices must be structurally mounted. • Class “A” system, wires must be identified for direction and polarity. • Current ADA guidelines, and local codes must be followed. • If Tenant provided RTU, Tenant must indicate smoke duct detector to interface with Landlord’s system. • Provide duct smoke detector, locate inside supply duct, downstream of the filters and ahead of any branch connections, on all systems. Any system over 15,000 CFM shall provide duct smoke detectors located inside the return duct, upstream of any filters, exhaust air connections or outside air connections. • Tenant to verify any additional Center requirements for VAV box or RTU shut down in the event of fire detection.

Additional Food Related Tenant Responsibility: • All food related Tenants must submit hood suppression plans to Local Jurisdiction for approval. • Hood suppression system and makeup air to interface with Landlord’s fire alarm system (if applicable). • The automatic extinguishing equipment shall be installed in accordance with the National Fire Protection Association Standard 96, latest edition, Section 10 (Pamphlet 96). The extinguishing system shall be Underwriters Laboratories approved wet chemical pre-engineered system with the following features: a. Protection of the hood and duct b. Surface protection for deep fat fryer, griddle, broiler and range c. Automatic devices for shutting down fuel or power supply to the appliances. (It should be noted that these devices must be of the manual reset type) d. Provided with a simple means to manually activate the fire extinguishing equipment within a path of ingress or egress. This means of manual activation shall be Valley Plaza Mall mechanical (not electrical) and must be clearly identified.

• The extinguishing system shall be installed and inspected in accordance with Pamphlet 96. Tenant shall enter into an inspection agreement with a firm qualified by Tenant Criteria Manual the system manufacturer to perform such inspections. The systems vendor shall submit plans and other pertinent information on the proposed system to Landlord for prior review and approval. • All exhaust system ductwork and exhaust fans used for exhausting cooking odors and grease-contaminated air shall be cleaned on a regular schedule. Cleaning shall occur at frequent intervals to prevent grease accumulation. Cleaning reports shall be submitted to Landlord on a regular basis. Underwriters Laboratories approved grease extracting hood with water wash-down cycle are suggested. A properly designed conventional range hood with washable grease filters is acceptable, provided that fire protection sprinkler heads or chemical fire protection is provided above the filters and within the exhaust duct run between the hood and the roof-mounted exhaust fan, and further provided that it is approved by Landlord’s fire protection engineers.

Fire Protection Design FP-2.0 Roofing Criteria

Any and all roof penetrations required by Tenant shall be designed and engineered by Tenant’s engineer and approved by Landlord’s engineer and installed in accordance with Landlord’s Structural Engineer’s requirements at Tenant’s expense. Fees incurred by Landlord for structural review of Tenant work shall be reimbursed to Landlord by Tenant. There shall be no penetrations of the roof or installation of radio, television antennas or satellite dishes without the prior written approval of both the Landlord and the Landlord’s Architect.

All flashing, counter-flashing and roofing repairs shall conform to the Shopping Center roofing specifications. Such work shall be paid for by Tenant and shall be performed by Landlord’s roofing contractor. Locations of all roof penetration and additional rooftop equipment supports must be reviewed and approved by the Landlord’s structural engineer in writing.

Roof curbs shall be “Thybar” curbs or equal. No wood sleepers of any kind will be allowed. Roofing curbs shall provide for a minimum of 12” clearance of rooftop equipment above roofing surface.

Each unit of HVAC equipment including make-up air units, grease exhaust fan units, air conditioners, and toilet exhaust fans, shall have their own electrical disconnect and IRC pipe penetration twelve to eighteen (12” to 18”) inches from the unit served by that designated conduit. Conduit may not be run horizontally on the roof surface.

All make-up air/cooking exhaust electrical interlock wiring and conduit shall be installed within the Tenant’s attic space. Exposed conduit on roof shall only exist at penetration next to the designated unit of equipment.

All package air conditioning unit condensate piping shall be installed so the piping attaches to the unit at the designated place, then penetrates the roof twelve to eighteen (12” to 18”) inches from the air conditioner. The condensate piping is then directed to the Tenant’s floor drain located in their restroom or kitchen. Condensate piping shall be copper type “M”. Piping installed within the Tenant’s ceiling and space shall be insulated and air tight to prevent the formation of condensation. The IRC Pipe Penetration detail shall be utilized. (Refer to the roofing exhibits.)

All roof mounted equipment shall be mounted a minimum height of twelve inches above the exposed roof membrane. Valley Plaza Mall

No exhaust or vent shall be within 15 feet of any rooftop supply air vent. When locating restaurant supply and return air ducts at the roof level special consideration should be given to the distance between supply air intake ducts and exhaust ducts. Also, the direction of discharge from Tenant Criteria Manual exhaust vents should be such to prevent odors from entering other systems.

Note: all roof-related Tenant improvement exhibits must be on Tenant plans for final Landlord approval.

Roofing Design R-1.0 Structural Criteria Roof-Top Mechanical Equipment: Tenants shall design and construct all tenant improvements in a. The roof deck, deck support framing and joist framing around the equipment shall accordance with the California Building Code (C.B.C) and as described be evaluated where a new or changed mechanical unit is provided. This below. requirement must be met even if the changed unit weight is less than the existing unit weight. Structural Forces and Design Criteria b. The attached sketches are intended as general examples of framing systems that All structural work shall conform to the 2016C.B.C. and the following the engineer of record may use as a guide. These sketches are not intended to criteria: restrict the designer from using some other support system. Details shall clearly indicate member sizes, layout and connections. Storefront: c. Roof decking shall be reinforced around the perimeter of openings. a. The projected portion of the bulkhead beyond the neutral strip shall d. Sheet metal caps capable of supporting a 20 LB/SF live load shall be placed over support a 20 LB/SF live load in addition to dead loads. abandoned curbs unless otherwise directed by the landlord. b. All storefront work, including sliding door tracks and housing boxes for grilles, shall have dead and live loads supported independently Foundation: from the existing building structure by steel framework. (Exception: The existing concrete slab-on-grade or the floor joist system may be used to support The existing mall columns may be used to support up to 500 lbs. of new work. New loads shall be distributed so as not to require the construction of new storefront dead and live loads. This column load shall not be from a concrete foundations or strengthen of floor joist system. cantilevered member.) Storefront systems may not be suspended from the mall soffit. Bracing may be attached to the existing mall structure for lateral support only. c. Wood members shall be fire treated. d. Glass panes shall not be used for the support of any members or other glass panes. e. Lateral loads shall comply with C.B.C. Chapter 16. Calculations shall Valley Plaza Mall justify the lateral stability of the storefront for loading parallel and perpendicular to the lease line. Tenant Criteria Manual

Structural Design S-1.0 Mall Framing: a. Existing concrete block walls shall not be cut or altered in any way unless qualified by the tenant and approved by the landlord. b. Existing primary and secondary steel framing shall not be cut or altered. c. Ceiling assemblies, light fixtures and soffits shall not impose a vertical load to the mall roof system in excess of 5 LB/SF unless qualified by the tenant and approved by the landlord.

Miscellaneous: Field welding to a mall framing shall be performed with a continuous special inspection, and done with caution and in such a manner so as not to damage, warp, or alter the existing mall framing integrity. Note that most mall framing members will be stressed to some degree during the field welding process.

Construction Documents a. The Tenant shall submit a complete set of construction documents, indicating compliance with above criteria, including structural drawings, specifications, a City of Bakersfield “Structural Tests and Inspections Schedule” and calculations addressing storefront and mechanical unit support systems and other significant items. If Tenant wants to deviate from these criteria and seek Landlord approval for exceptions, Tenant must request a structural review of said drawings from Landlord, as the City of Bakersfield with not issue a building permit without Landlord’s approval of exceptions. b. All structural documents shall be prepared and signed by a California licensed Architect or Engineer. c. Documents shall be sufficiently detailed to clearly show the pertinent features of the

construction, member sizes, dimensions and connections. Valley Plaza Mall Tenant Criteria Manual

Structural Design S-2.0 General Contractor Interview Check-list Valley Plaza Mall Tenant: Space #: Insurance Requirements Tenant Construction Obtain the following from the Contractor Prior to Construction Start:

Landlord and City Approved/ Permitted Drawings The Certificate Holder is: Valley Plaza Mall LP Fire Alarm Plans submitted to Tel-Tec 2701 Ming Avenue Fire Sprinkler Plans submitted to Fire Sprinkler Contractor Bakersfield, CA 93304 Building Permit Sign Permit 1) Tenant Contractor will procure and maintain, at its own expense, the policies of insurance listed below, per the additional requirements Certificate of Insurance listed below, for all of its operations and completed operations on the Certificate Holder’s Premises. Copy of Contractor’s License 2) Insurance Carrier(s) from whom Tenant Contractor procures the required policies of insurance must meet AM Best A-VII Rating. Tenant Contractor Information Form 3) All Policies of insurance required by this agreement shall state that they are primary and not additional to, or contributing with, any other insurance carried by, or for the benefit of the Additional Insureds. Contractor Material Suppliers List Form 4) All polices of insurance required by this agreement shall waive rights of subrogation against the Additional Insureds. Construction Security Deposit 5) Tenant Contractor shall provide a Certificate of Insurance evidencing that these Insurance Coverage Requirements have been met prior Contractor W9 form to commencement of any of its operations on the Certificate Holder’s premise. Tenant Contractor is to be listed as the Insured on the Received Payment for Barricade (if installation initiated by mall management) certificate. Tenant Name and Location where the work is being performed should also be referenced on the certificate. Contractor’s Construction Schedule. Signed Contractor’s Authorization for Access Form Commercial General Liability Cut sheets of any new HVAC Equipment, weight of curb/adapter or other mechanical roof top systems EACH OCCURRENCE $2,000,000 GENERAL AGGREGATE $2,000,000 Provide the following to the Contractor: PRODUCTS /COMP OPS AGGREGATE* $2,000,000 PERSONAL & ADVERTISING INJURY $1,000,000 Notice of Non-Responsibility Letter Policy limits are to apply per project or per location. Tenant Contractor Procedures Manual This requirement can also be met using a combination of Commercial General Liability and Umbrella Liability Local Subcontractor Information *Extending for 3 years.

Automobile Liability $2,000,000 Combined Single Limit Review “Job Rules and Regulations”: (refer to Tenant Contractor Manual). Workers’ Compensation Statutory

Permitted Working Hours In Monopolistic States* Evidence of Monopolistic State Coverage Employers’ Liability $500,000 Each Accident Deliveries, Storage of Materials and Access to the Space $500,000 Disease, Policy Limit Parking and Unloading Procedures $500,000 Disease, Each Employee Protection of Mall Property In Monopolistic States** $500,000 Occurrence/Aggregate Stop Gap Roof Access/ Required Roofing Contractor Fire Protection Systems / Required Contractors **Monopolistic states include NV, MD, OH, WA, WV and WY Sprinkler Shop Drawings to Landlord’s Insurance Underwriter Additional insured Requirements GGP, Inc., General Growth Services, Inc., GGPLP REIT Services, Hot Work Permits for Welding and Cutting Each of these entities are to be named as Additional Insureds on LLC, and Valley Plaza Mall LP are additional insureds with Chargeback Procedures (Forms) all Policies of Insurance Except for Workers Compensation and respect to the liability coverages referenced on this Prohibited Work and Conduct Employers Liability. certificate. Trash Removal and Dumpster Placement Requirements shown above also apply for Tenant Contractor’s subcontractors / sub-consultants Mall’s Fiber and Wifi System Review approved/Permitted Plans/GGP Note TENANT CONTRACTOR NAME

The following items must be On-Site At All Times: TENANT CONTRACTOR ADDRESS

(2) Ten Pound ABC Fire Extinguishers. SIGNATURE OF TENANT Copy of Landlord and City Approved/ Permitted Drawings and Building Permits. CONTRACTOR REPRESENTATIVE CONFIRMING THEIR A Mop, Bucket, Broom and Dust Mop for Clean-up Purposes. AGREEMENT WITH THESE REQUIREMENTS NAME AND TITLE OF SIGNATOR The Contractor agrees, understands and has complied with the above listed items and agrees to the terms as set DATE: forth above.

By: Date: NOTES: 1) This signed form should be returned with, and filed with, the certificate of insurance provided by the tenant contractor. 2) This form is not to be provided to a tenant or contractor the mall or GGP has a signed lease or contract with. Refer such tenants and contractors to the Insurance section of the signed lease or signed contract, further advising that this section details the requirements to be evidenced via their certificate of insurance.

Page | 1 VALLEY PLAZA MALL i 2701 MING AVENUE, BAKERSFIELD, CA 93304 i (P) 661.832.2436 2.14.2017 Page | 2 VALLEY PLAZA MALL i 2701 MING AVENUE, BAKERSFIELD, CA 93304 i (P) 661.832.2436 2.14.2017 Construction Rules C-1.0 Tenant Contractor Subcontractor and Information Form Material Supplier’s List

All Tenant Contractors must complete the following form for each project. This form shall be submitted to the Tenant Name: Space no. mall management at the Pre-Construction Meeting.

Tenant Name: Space no. Name/ Address Phone & Fax no.

General Contractor: GENERAL CONTRACTOR INFORMATION General Contractor: Phone no.: Fax no.:

Mechanical:

G.C. license no: Emergency no.:

License dollar limit: Federal I.D. no.:

State of: Home office address: Electrical:

Plumbing:

Superintendent: Local Phone no.:

Fax no.:

Emergency no.: Concrete:

Local office address:

Drywall:

CONSTRUCTION INFORMATION Start date: Finish date: (attach construction schedule) Glazing: Certificate of insurance: Date of issue: (attach copy of insurance) Building permit number: Date of issue:

Page | 3 VALLEY PLAZA MALL i 2701 MING AVENUE, BAKERSFIELD, CA 93304 i (P) 661.832.2436 2.14.2017 Page | 4 VALLEY PLAZA MALL i 2701 MING AVENUE, BAKERSFIELD, CA 93304 i (P) 661.832.2436 2.14.2017 Construction Rules C-2.0 GENERAL GROWTH PROPERTIES, INC. Subcontractor and CONSTRUCTION SECURITY DEPOSIT FORM

Material Supplier’s List (continued) This form is used to track deposits, deductibles, and to request refunds. Use it when a construction deposit is received and to request a deposit refund:

(Section 1) Upon receipt of a Construction Security Deposit, this form must accompany the check to the Lockbox. All boxes must be completed in section 1 including the Security Deposit amount. (Section 2) Refunds – Complete the remaining section of the form to either request a refund or withhold other deduction from the deposit. If other deductible charges Name/ Address Phone & Fax no. (damages or unfinished work) occur, complete the Less deductions section. Submit a DRQ change subtype Construction Deposit Refund/Application attaching this approved from, a copy of deposit check, and letter from contractor on their letterhead requesting the refund. Do not submit a Basware request. Section 1 Flooring: Complete this section and have the Contractor sign form. Mail with deposit to the lockbox. Do not submit a Basware request. Mall: Date: Tenant: Unit/Space: Lease Number: General Contractor: Phone no: Fax no: Company Name:

Street Address: Paint/Wallcovering: City, State, Zip: Federal Tax I.D. # Check Number: Deposit Amount:

Note: The following must be submitted to Landlord by the Contractor Prior to the release of Contractor’s Security Deposit, Check off boxes: Signed Tenant Construction Punch-list Federal I.D. Number Certificate of Occupancy HVAC Certified Air Balance Report Sign: Contractor’s Letter Requesting Deposit Refund Warrantees & Maintenance Schedules G.C. & Sub’s Final Lien Waivers As-Built Dwgs in Electronic file PDF format Any Security Deposit not claimed by the General Contractor/Contractor within 120 days after Tenant opens for business shall be deemed abandoned. General Contractor/ Date Signed: Contractor Signature:

Section 2 Fire Sprinkler: Refund Request – All sections below must be completed (Mall Required Contractor) Refund Construction Supplier Number: Deposit to: Check No. Amount: Comments: Security Deposit Amount: Fire Alarm: Less Deductions (Damages or (Mall Required Contractor) Unfinished Work):

Demo: Total Refund: $ $

Note: The Construction Chargeback Checklist must be completed prior to the request for Construction Security Deposit Refund is processed. The Operations Manager or General Manager must complete the following prior to submitting for refund request through a DRQ. YES/NO Framing: DRQ # Construction Chargeback Checklist is Complete and Comments YES/NO Construction Chargeback Checklist is Not Complete Comments or Not Applicable

Approvals (required for refunds or deposit deductions):

Operations Manager Date General Manager Date

Print Name Print Name

Page | 5 VALLEY PLAZA MALL i 2701 MING AVENUE, BAKERSFIELD, CA 93304 i (P) 661.832.2436 2.14.2017 Page | 6 VALLEY PLAZA MALL i 2701 MING AVENUE, BAKERSFIELD, CA 93304 i (P) 661.832.2436 2.14.2017 Construction Rules C-3.0 Construction Rules and Regulations 1.8 Per Valley Plaza Mall and GGP policies, no sub-contractor may access the roof at Valley Plaza Mall unless their company individually has a Certificate of Insurance (COI) on file with Valley Plaza Mall Management. Valley Plaza Mall The COI that they need on file is the same COI requirements that are provided to all General Contractors Bakersfield, California in the pre-construction meeting. The GC’s COI only covers subcontractors below the roof and within the tenant space. It is the responsibility of the General Contractor to ensure that their subcontractors (who NOTE: The following is an excerpt taken from the Tenant Construction Brochure. In no way are these rules and regulations will/may need roof access) are aware. Security will not provide roof access unless their COI is on file. Only to be viewed as a substituting or taking the place of the brochure. Tenant representatives and/or contractor should COI’s that meet Valley Plaza Mall requirements and with Valid Dates are kept on file. read the Tenant Construction Brochure for full compliance.

Rules and Regulations 1.9 Sprinkler system shutdown and turn on shall be done between the hours of [(1) hour after closing and (2) hours prior to opening] or at times designated by Landlord. At no time will sprinkler heads be removed 1.0 It shall be the responsibility of the contractor or tenant to notify the following utility services to insure and capped for demolition. The Fire Protection Sub-Contractor is required to notify Valley Plaza Mall in that the services are placed in their name prior to taking possession of the space: writing at least 24 hours before shutdowns during weekdays or no later than Friday before 4:00 p.m. for weekends. Electrical Pacific Gas & Electric 800-743-5000 Water Cal Water 661-396-2400 Before approval is granted, the Tenant’s General Contractor must sign and return the Shut Down Request Form located at the Valley Plaza Administration Office. The Shut Down Request Form will indicate the 1.1 Unless requested in writing and approved by Landlord, no substitutions of materials or deviations from following: the Landlord approved plans and specifications are permitted. Tenant plan submittal to City of Bakersfield: The City of Bakersfield has been instructed to review tenant plans that have been dated, a.) Contractor will cease all cutting, welding or handling of flammable materials during the duration stamped and approved in advance by GGP tenant coordination. The tenant cannot submit in advance a of shut down. non GGP approved set of plans for the demolition and construction permit process. b.) Contractor agrees to pay $______per shut down.

1.2 All materials used for Tenant work will be maintained at all times within Tenant’s leased area. Under no Upon approval from Fire Safety Supervisor a Sprinkler Shutdown permit will be completed. circumstances will any portion of the mall area, adjacent corridors, exterior sidewalks or parking areas be Contractor must have on job-site prior to demolition & during construction 3 ½” diameter x 200 foot used to store Tenant materials or contractor equipment. Landlord may clear the mall area of any and all rubber hose. If a sprinkler is set off in the tenant space during demolition or construction, the hose will be such items and charge the Tenant for twice the cost of removal or dispose of such items at Landlord’s sole connected immediately to the fire sprinkler line to prevent water or flood damage to other tenants. The discretion. hose is to be run out the rear tenant exit hallway to exterior service or parking lot drain. It is in the contractor’s best interest to have Mall Security’s phone number programmed into their cell phone. 1.3 Hard hats must be worn on the site at all times by everyone. Workers and visitors are to comply with all federal and local safety regulations, as well as rules and safety requirements of the Landlord. 1.10 No construction work will be allowed to interfere with the operation of the mall. Work which is unreasonably noisy or which creates noxious conditions shall be performed during time periods other 1.4 Except when unloading materials at the mall service entrances, all Tenant and Tenant contractor vehicles than the operating hours of the shopping center. Work of this nature is to be coordinated with the must be parked in the parking area designated by Landlord. Landlord and should additional shopping center security be required (at Landlord’s sole discretion), Tenant is to reimburse Landlord for such cost. 1.5 All construction materials shall be brought into the Tenant space and/or through the mall service door only and not through any mall entrances. Those Tenants who do not have service doors will enter through 1.11 No scaffolding will be moved in the mall areas without the express permission of the shopping center the nearest fire corridor into the mall and then take the materials immediately to their space only during General Manager. non-operational hours. The contractor shall place a carpet piece or mat within the barricaded space at the entrance door to allow for all workers to clean their feet of drywall dust or debris. The contractor is 1.12 Landlord’s structure may not be used to support of any Tenant construction or equipment unless Tenant responsible for immediately cleaning any mess, which is a direct result of their work or the work of has written permission from Landlord. No penetration into roof deck will be allowed for installing of walls. subcontractors in or outside of the Mall. Barricade doors are to remain closed at all times during Tenant interior walls are not attached to the mall deck. Wall is tied in laterally to the joist only. construction. 1.13 Recyclable barricades will be installed by one of the required barricade companies listed on page 18 (per 1.6 All contractors are to supply their own necessary tools and equipment. No tools or machinery will be Lease) and will be paid by the General Contractor or Tenant at the time of construction start-up. Tenant furnished by the Landlord. will maintain the barricade and the plastic on the top of barricade to confine dust to construction area. Tenant will provide necessary added support to any barricade when/if their space opens to the outside 1.7 All deliveries of supplies and materials to a contractor must include the store name and space number to during construction so as to keep the barricade from blowing over or the dust cover coming loose due to facilitate delivery. The Landlord will not accept or unload supplies or materials for any Tenant or Tenant wind. Tenant will be responsible for any extra cleanup costs to the common mall area associated with the contractor. dust cover coming loose due to trade work and or nature.

Page | 7 VALLEY PLAZA MALL i 2701 MING AVENUE, BAKERSFIELD, CA 93304 i (P) 661.832.2436 2.14.2017 Page | 8 VALLEY PLAZA MALL i 2701 MING AVENUE, BAKERSFIELD, CA 93304 i (P) 661.832.2436 2.14.2017 Construction Rules C-4.0 1.13a Barricade Dismantling - A request for approval to dismantle the barricade will be given to the Valley Plaza The smoke-control system is activated from either smoke detection located in the mall common areas or Mall Administration Office and approved Barricade Contractor at least (5) working days before the time of from automatic sprinkler system water flow via the main mall fire alarm system. In addition, one smoke dismantling. Dismantling of the barricade is the responsibility of the barricade contractor and shall not detector located within the tenant space, near the tenant space/pedestrian walkway door, is provided to take place until the space is completed and ready to open for business the following morning. actuate the system if a fire occurs within the tenant space.

1.13b Post barricade Cleanup - it is the tenant’s responsibility to clean up/repair the mall’s common area that The tenant’s responsibilities for the smoke-controls systems area as follows: was affected by the barricade. The only chemical that should be used is a neutral floor cleaner – (PH 7.0). x Each tenant is tied into the mall fire alarm/smoke evac system. The mall provided tenant system Any other type of floor cleaner that has a PH rating either higher, or lower than that, could damage the includes a single smoke detector, ceiling mounted within 10 – 15 feet of the tenant store floor. Never use any type of petroleum based product, (i.e. paint thinner, acetone, goof off, graffiti entrance. The smoke detector is connected to a red cable located above the drop ceiling (the red remover, etc.), on the floor. Any tape residue that is left when the barricade is removed can easily be cable must remain red in color at all times including tenant spaces with an open ceiling to mall picked up by first “wetting” the area (with the neutral floor cleaner) and then taking razor scraper to deck). The red cable runs to the rear of the store, and is connected with a relay to the tenant roof remove the tape. Once the tape is removed, and if there is still a small amount of adhesive, then “wet” top HVAC unit. If the tenant elects to add additional smoke detectors or if the local fire marshal the area again and use a scrub pad (green or brown) to remove the remainder. After that, a quick mop, mandates an expansion of the mall provided single smoke detector, it is tenant expensed to and dry should take care of the issue. prepare written specifications and plans for the fire marshal review and approval process. The plans are prepared by a single mall source Tel-Tec Security Systems (refer to mall contractor 1.14 A barricade graphics package is required to be submitted to Landlord for approval prior to barricade listing for contact information). completion. Once graphics package is approved, graphics will be ordered by and installed at cost to x All tenant space HVAC systems must be interlocked with the mall fire alarm/smoke evac system to Tenant. Tenant shall coordinate with Mall Operations Manager an approved date and time for its shutdown upon activation of the smoke-control system. Each tenant space HVAC system is to be installation. The graphics shall reflect the “Grand opening”, “Remodel” or “Coming Soon” status of the controlled by a control relay that is tied to the main mall fire alarm system. One control relay is space. At no time shall handmade signs be accepted or signs “taped” to the barricade. presently provided for each tenant space and coordination for the interlock is the tenant’s responsibility and must be made with the mall fire alarm contractor. Duct detectors are not required for any new HVAC unit regardless of size and should not be included as a port of the unit. 1.15 Mall floors, neutral strips and soffit must be protected from damage by Tenant’s construction. Any x Openings from the tenant spaces into the pedestrian walkway must be reviewed and approved by damage may be rectified by Landlord at Tenants expense. Tile floor must be protected at all times and Tel-Tec Security Systems and shall not exceed 60 feet in width. Should openings exceed 60 feet, covered with a hard surface. Only the approved vendor shall be used for installation and/or repairs of Tile Tel-Tec Security Systems should be contacted for design solutions. floor. x QUESTIONS 1.15a Tile work-Any waste water resulting from contractors tile work cannot be disposed of in property drains. Questions regarding the smoke-control system or the tenant requirements should be directed to: Old broken tile cannot be disposed of in mall compactors. Tel-Tec Security Systems Mall Tile Supplier 5020 Lisa Marie Court Daltile Bakersfield, CA 93313 5305 Ashe Road Phone: 661-397-5511 Bakersfield, CA 93313 Fax: 661-834-3616 661-834-6716 INSTALLATION: Common Area Edge Tile (along store fronts): x P02612241P, 12x24, Matte DIA, P026, Ghiaccio STD Landlord’s approved contractor shall install all HVAC interlock and fire alarms system wiring (RED CABLING). The Landlord’s required Fire Alarm Company is: Common Area Tile (two types): x P02212241P, 12x24, UNP DIA, P022, Crema STD Chris Clayton Phone: 661-397-5511 x P02412241P, 12x24, Matte DIA, P024, Sabbia STD Tel-Tec Security System Fax: 661-834-3616 5020 Lisa Marie Court 1.16 Storefronts must adhere to mall criteria for each wing and must be laid out, checked and reviewed with Bakersfield, CA 93313 the Valley Plaza Tenant Coordinator before installation begins. Tenant store fronts are not attached to the mall interior soffit. Contractor must consult mall operations manager prior to installing the required Blade Operation of a smoke detector in a tenant’s space or a tenant’s sprinkler flow shall identify the zone from Sign. which the alarm is received at the main Mall fire alarm panel and could the audible alarms within the Mall common space. The following events will then be initiated: 1.17 Smoke-Control/Fire Alarm System Criteria: The smoke-control system for the Valley Plaza Mall consists x Sound the general alarm with voice announcement (An approved 5 min. voice delay) of dedicated roof mounted exhaust fans that are located above the main mall common areas. x Shut down the Mall air conditioning units within the smoke-control zone in alarm x Shut down Tenant’s air conditioning unit(s)

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1.18 FIRE AND EXPLOSION PREVENTION AND PROTECTION: 1.24 Tenant and Mall Equipment Installed on Roof:

Portable fire extinguishers shall be provided for all areas of storage. a) All Equipment installs must be approved by Mall Operations Manager and installed in manner a) Storage of all combustible and flammable material shall be maintained outside of the areas being approved by Structural Engineer, City Building Permit and Roof Manufacturer. renovated and where sprinkler protection is impaired. Storage combustibles may be permitted in the b) The Valley Plaza roof is overloaded up to 17%; therefore, each tenant must submit in advanced to area ONLY AFTER sprinkler protection is installed and in service. mall operations the written factory cut sheets that has the net weight of a replacement or new HVAC, b) The supply of paints, solvents, oils, gas cylinders, etc. inside the building shall be limited to the the weight of the curb and the curb adapter, or other mechanical roof top system. If an existing roof amount required for one day’s use. The handling and use of these materials shall be carefully top unit is to be replaced, factory cut sheets must also be provided to mall operations. The mall will supervised. forward the factory data sheets to the local outside structural engineer to verify roof load, and to c) Cutting and welding operations present a severe hazard and such work shall be done outside the determine the best location for each piece of equipment. building whenever possible. If cutting and welding operation must be done inside the building, HPR x Roof Manufacturer must be notified by Mall Management cutting and Welding Permits shall be issued and instructions thereon strictly adhered to. All welding is c) Any items being temporarily stored on the roof, for an active project, must be placed on what is to be conducted during non-business hours per the Bakersfield Fire Department. called a “Sleeper”, or a flat piece of wood, to protect the membrane d) Temporary electric wiring should be kept to a minimum. Flood lights are preferable to individual d) No cords or wiring will be permitted to be installed on Mall’s roof without an approved conduit – unprotected lamps. All temporary electrical circuits should be properly installed to prevent physical nothing can freely be placed directly onto the roof membrane damage and they shall be provided with overload protection specified in the national Electric Code. e) Antenna Installations must comply with the Antenna Agreement and have Mall Management e) Hourly, recorded watch service should be approved and maintained during the entire construction Approval period. x installed in such a manner that it is not visible from the Common Areas or from the Premises f) Smoking shall not be permitted in the construction area. of any Tenant in the Shopping Center g) All combustible waste and scrap materials shall be removed from the building on a daily basis. x installed with a slip sheet under such Connectivity Equipment in order to protect the roof h) All waste and scrap materials shall be disposed of by the Contractor in their own construction from damage dumpster. x Tenant shall, within five (5) days after written demand from Landlord delivered to any i) Ready access for the Public Fire Department shall be maintained in all areas. management employee of Tenant on the Premises, take appropriate action to repair the building, premises, or Shopping Center and repair portions of the roof damaged by Tenant's Connectivity Equipment or any installation or ongoing servicing of the Connectivity 1.19 Mall’s Fiber & Wifi Network: Equipment, and repair or remove the Connectivity Equipment in the event the use of such Connectivity Equipment causes interference of any kind at the Shopping Center. Valley Plaza Mall has installed a Fiber optic network that utilizes Cat 5/Cat 6 cables. These cables run x Any work requiring penetration of the roof shall be performed by Landlord’s roofing through Tenant Spaces and Common Areas/Hallways. The cables are unlabeled, installed on J-hooks and contractor, all at Tenant’s expense and scheduled with Landlord and its roofing contractor. limited conduit runs. It is the tenant/tenant contractor’s responsibility not to damage/disrupt this x All wiring and cables installed by Tenant that is installed across the roof must be inside infrastructure. Colors of cables are: light blue, dark blue and yellow. Any damage to this infrastructure conduit and on Landlord approved blocking and the blocking shall be wrapped with PVC shall be immediately repaired using Landlord designated contractor at the tenant’s/ tenant contractor’s material or cleats that have a unistrut channel. expense. x Upon completion of the installation of the Connectivity Equipment, Tenant shall meet with Landlord’s operations manager to do a walk through to ensure all punch-list items are 1.20 The use of illegal narcotics on Valley Plaza Mall property is strictly prohibited. The consumption of any corrected and repaired. alcoholic beverage on the job site or any Mall location other than a Restaurant or Tenant, which legally x Upon store closing, tenant shall promptly, at its own cost and expense, remove the serves alcohol, is also strictly prohibited. Any Contractor’s Representative found to be under the influence Connectivity Equipment and shall repair any damage to the Premises or the Shopping Center of alcohol or illegal narcotic on the job site will be instructed to leave the property immediately. It will be caused by the removal of said Connectivity Equipment the responsibility of the job foreman to arrange transportation for any employee whose impairment may present a liability to operate a motor vehicle or leave the property on foot. 1.25 Equipment must be labeled with space number, 3” tall black stencil 1.21 Smoking of any nature is not allowed within the Mall interior or tenant spaces. a) All equipment, no matter the size or use 1.22 All workers or sub-contractors are to follow the instructions of Mall Management and Mall Security. Non- b) Conduit must be labeled in approved manner by Mall Operations Manager, right before it enters into compliance with any Mall Management or Mall Security will result in the individual being removed from a roof penetration the property. It shall be the responsibility of the Project Manager/General Contractor to insure that all c) Rear tenant door labeling: Valley Decal at tenant Expense workers and sub-contractors are made aware of these Rules and Regulations. x Must have tenant name and space #

Page | 11 VALLEY PLAZA MALL i 2701 MING AVENUE, BAKERSFIELD, CA 93304 i (P) 661.832.2436 2.14.2017 Page | 12 VALLEY PLAZA MALL i 2701 MING AVENUE, BAKERSFIELD, CA 93304 i (P) 661.832.2436 2.14.2017 Construction Rules C-6.0 Sprinkler Requirements and Plan Review Submittal Requirements for Subject Tenants / Projects 1.26 Mall Paint Colors (Bakersfield Paint & Wallpaper Phone (661-847-8431): Bulkhead/Barricade Yellow: Color Code P-16 (Valley Plaza) x Formula: 35 OY, 10 GY SPRINKLER REQUIREMENTS: Mall Ceiling/Skylights: Color Code P-11 Moonstone (Valley Plaza) FM Approved sprinkler heads should be used in the installation. x Formula: Pastel Base 2861 B YW-0.75 GY4 TG.O.125 (YW-0.75 GY4 TG.O 125) Sprinkler Identification Numbers (SIN) should be provided for the type(s) of sprinklers to be used in the installation. Neutral Pier paint color: Color Code Neutral Brown (Valley Plaza) FM Global Research approved equipment should be provided where applicable and details of the installation x Formula: 24 Y3, 158 S1, 48 W1, 124.5 Y2, 105.5 R3, 5 G1 should conform to FM Global’s recommended good practices. Rest Rooms/Blue Doors: Color Code P-14 A permanent metal placard should be provided at the base of the riser feeding these systems, indicating the x Formula: 8 B1, 2.5 R3, 3.5 G1 Service Hallway paint color: Color Code Hallway Tan semi-gloss (Valley Plaza) design, area, flow and pressures required. x Formula: Consult Mall Management All piping should be hydrostatically tested for a period of two (2) hours at 200 psi, or 50 psi above maximum Soffits: Color Code P-11 (Valley Plaza) system pressure, whichever is greater. x Formula: 1 Y2, 13.5 S2 If any cutting or welding is to be done on any of the sprinkler piping in the field, all cut coupons from modified pipes should be retained for examination by Global Risk Consultants. Vent Face Skylights: Color Code P-23 Weld fabricated fittings used for joining sprinkler piping should be FM Approved. x Formula: 8 Y3, 9 S2 Automatic sprinklers must be handled and installed in accordance with the manufacturers’ instructions to ensure Window Boxes: Color Code P26 (Valley Plaza) reliable operation and to prevent premature operation. This typically includes use of a designated sprinkler wrench x BB-1x12 MA-24 WH 3x6 OG-2x22 specified for installation of the specific automatic sprinkler, proper torquing or seating of the sprinkler into the fitting and inspection of the actuating mechanism. Automatic sprinklers that are damaged or have their fusible element assembly modified due to rough handling should be replaced with new, undamaged sprinklers of the same type/ design/temperature setting. Field adjustment of damaged sprinkler head fusible element assemblies is not acceptable. The Contractor’s Material and Test Certificate Form No. 85 should be completed by the installing contractor for all installations and submitted to Global Risk Consultants. Follow the GGP fire protection system impairment monitoring procedures - see Mall Operations Manager for requirements.

SUBMITTAL REQUIREMENTS: Below is a list of general requirements from GRC. This list is not intended to be a complete listing; it is the Tenant’s responsibility to contact the appropriate GRC office with questions and concerns relating to their plan review. For the correct GRC contact, please see attached GRC Plan Review / Impairment Handling packet. Submit three (3) sets of sprinkler protection plans and supporting hydro-calculations to GRC. Plans shall include a schedule and key of all sprinkler heads; type and size of all piping and fittings used; location of inspectors’ test and flushing connections; hanger location and details; proper hydraulic nodes and remote area outlined; and the location of any structural components, mechanical equipment, service lines or fixtures that may shield water spray. Reference drawings of Underground mains and/or adjacent systems or risers feeding the system being submitted. Hydraulic Calculations using FM Global recommended equivalent lengths for fittings and approved K factors for sprinklers and including any balancing of the overhead for rack systems. Specifications/Cut Sheets for materials being used, such as sprinkler heads, sprinkler pipe, valves and fittings, and peripheral equipment (including tamper alarms, waterflow alarms, etc.). Occupancy Details – in order to review submitted plans to ensure adequate protection, adequate occupancy details must be provided. These include, but are not limited to, materials being stored, storage height, storage arrangement, processes present, etc. For dry systems, the valve house heating arrangements, piping slope and air supply details should be included. For earthquake zones, bracing location and securement details, including influence zone calculations, should be included.

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RE: HOT WORK – Hot Work is permitted only between the hours of 9:30 p.m. to 9:30 a.m. Today’s Date:

All Hot Work requires the General Contractor to request a Hot Work Permit from the Management Office. Hot Work includes cutting, grinding, brazing, welding, soldering, thawing pipe, torch applied roofing or any operation Tenant: that involves open flames or produces heat/sparks.

When requesting a Hot Work Permit contractors are required to provide the following information: Unit/Space #:

x Location and nature of Hot Work x Name of all individuals conducting the work Your Company Name (GC): x An expiration date and time – NOT permitted beyond an 8-hour shift x Name of individual conducting fire watch Phone (GC): In addition the following is also required:

x Permit is required to be placed at eye level on the interior portion of the storefront barricade. Address (GC): x Once the work is completed, remain in the area for 1 hour and carefully inspect work and adjacent areas for smoldering fires. x The Hot Work area must be monitored for an additional 4 hours. Date Requested for Shutdown:

Violation or non-compliance on any of the above may incur penalty fees starting at a minimum of $50.00, which may be deducted from the Construction Security Deposit. Time Period (ex. 9pm-11pm):

Hot Work Permits are granted on a “first come, first serve” basis. Hot work cannot occur while a Fire Sprinkler system in the affected area is shut down. Comments / Requests: Should you have any questions or concerns, please feel to contact Christopher Todisco, Operations Manager at (661) 396-2801.

CONTRACTOR ACKNOWLEDGES BY SIGNING BELOW THAT HE WILL COMPLY WITH THESE RULES SET FORTH IN A shutdown should be scheduled before or after mall operating hours to ensure business maximization. THE MANUAL AND THE RULES AND REGULATIONS FOR VALLEY PLAZA MALL. Please complete the necessary information above and return it to the Management Office at least 24 hours before the shutdown date.

______Print Name (GC): GENERAL CONTRACTOR REPRESETATIVE ______Signature (GC): Construction Company ______Tenant/Project ______Signature ______Date

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Landlord’s Tenant Coordinator Landlord’s Field Representative Today’s Date: David Chapman, Sr. Tenant Coordinator 100 West Broadway #700 Valley Plaza Mall Management Office Glendale, CA 91210 2701 Ming Avenue Tenant: Office: 818-459-6858 Bakersfield, CA 93304 Office: 661.396.2801 Fax: 661.832.4312

Unit/Space#:

Emergency Numbers: Your Company Name (GC):

Bakersfield Police Department Building Department Phone (GC): 1601 Truxtun Avenue Community Development Building Bakersfield, CA 93301 1715 Chester Avenue Bakersfield, CA 93301

Address (GC): Non-Emergency: 661.327.7111 Office: 661.326.3720 Emergency: 911 [email protected] TILE SF Requested: Fire Department Health Department 2101 H Street 1800 Mt. Vernon Bakersfield, CA 93301 Bakersfield, CA 93306 Comments / Requested: Office: 661.326.3911 Office: 661.321.3000

Valley Plaza Security 661.832.4678

Utility Contacts: Print Name (GC): Telephone: AT&T-SBC Pacific Bell 800.310.2355 Electricity/Gas: Pacific Gas & Electric 800.743.5000 Water: California Water Service 661.396.2400 Signature (GC):

Requested By: GGP

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Below are required Landlord Contractors for, Fire Protection, Sprinkler and Roofing.

LANDLORD REQUIRED SUBCONTRACTORS: Contractor Phone Fire Protection: Tel-Tec Security Systems, Inc., License #472338 661-397-5511 Sprinklers: RLH Fire Protection, License #777717 661-322-9344 Roofing: See roofing map for correct roofing vendor to contact CRANE LIFT REQUEST (Sarnafil Membrane) Clark’s Quality Roofing 435-656-0196 (Duro-Last Membrane) Medrano Roofing, Inc., License #980695 661-395-0147 Crane: Turner Trans Lift, Inc., License #917237 661-399-9377 Today's Date: Date of Crane Lift: T&T Truck & Crane, CA License #569 661-393-0795 Time of Crane Lift: Service Area: Trash/Dumpsters: Keter Environmental Service 203-883-9433 Daniel Solis 317-946-7241 STORE INFORMATION Barricade: Boston Barricades 760-599-9700 Store Name: Space Number: Center Stage Productions (Christina Riojas) 909-418-4743 Store Address: Mall Tile Supplier: DalTile 661-834-6714 GENERAL CONTRACTOR INFORMATION AREA SUBCONTRACTORS: NAME OF CONTRACTOR: The following list of General Contractors, Architects, and Subcontractors have expressed interest in bidding on Tenant HVAC CONTRACTOR: improvement construction, The list has been complied for the benefit of all interested Tenants and their Tenants and their Contractors and is in no way to be construed as specific or exclusive General Growth Properties Inc. CONTACT NAME: endorsement granted to those included. PHONE NUMBER: PERSON REQUESTING: Contractor Phone Mechanical Engineer: Frank Cantelmi 661-322-2665 SIGNATURE: HVAC: All Temperatures Control, License #658722 818-882-1478 Spangle Air Conditioning, Inc., License # 367720 559-233-9933 SCOPE OF WORK: Stockdale Aire, Inc., License #442257 661-327-8641 United Refrigeration, License #483657 661-324-4727 CRANE COMPANY INFORMATION (INSURANCE CERTIFICATE REQUIRED) Electrical: Croad Electric, License #484733 661-325-9899 Surgener Electric dba: McKee Electric, License #309505 661-399-3321 NAME OF CRANE CO.: D Squared Electrical Services , License #884187 661-252-6520 PERSON PERFORMING WORK: Plumbing: Roto-Rooter Plumbers, License #422155 661-302-4690 / 760-598-4234 SIGNATURE: The Plumbing Doc, License #840190 661-836-1620 J. Noble Binns, License #481544 661-615-6101 Flooring: Haversack Tile, License #785849 661-472-1385 / 661-399-8058 Overhead Door: R.B. Moss Jr. Architectural Specialties, License #418039 661-399-9371 1. 72 hour weekday advance written approval required for all crane lifts. Glass/Glazing: All American Glass, License #851322 661-323-3636 2. A copy of City Building Clerk receipt for permit must be on file with the Valley Plaza Mall Management. General Contractor: RT Stevens Construction, License #904129 951-280-9361 3. A copy of structural review letter from Valley Plaza Mall's Structural Engineer reviewer must be on file with Diversified Construction Solutions (DCS), License 995064 661-392-7900 Valley Plaza Mall Management. Dream Builders Construction, Rob Darling, License #830626 805-583-0067 4. All old & new Cut Sheets on the RTU and curb must be on file with the Valley Plaza Mall Management. D & G Development Group, License #687573 909-467-6330 5. Emergency requests will be handled on a case-by-case basis. License #437311 Acoustical: Wells Acoustics, 661-588-0500 6. Crane lifts must be completed by 8:00am, Monday through Friday. Drywall: Advanced Drywall, License #492120 661-588-4030 7. Insurance required from crane company per GGP requirements. Signs: Victory Sign, License #651838 661-325-2001 8. Carts with pneumatic wheels must be used to transport equipment on roof. Vital Signs of Bakersfield, License #794093 661-325-1987 Pressure Sensitive Vinyl Primetime Signs, License #913346 661-633-2610 Decals: Back Door Decal Valley Decal 661-327-2041 Landlord Representative: Date:

cc: Security

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Item Acceptable Remarks Valley Plaza Mall TENANT CONSTRUCTION PUNCH-LIST CHECKLIST 1.1 STOREFRONT – FOOD COURT TENANTS: A. COUNTER; material acceptable, sneeze guard installed, etc. YES NO The following punch-list can be used for In-Line, Food Court and Restaurant Tenants. B. COUNTER BASE; acceptable YES NO C. MENU BOARDS; lit and operational Tenant Punch-List YES NO

D. “CONTROL ZONE”; first 10’ of space, Date: ______TC: ______ceilings & walls; shall be a nonporous YES NO washable material. Lighting; to be recessed. Tenant: ______Space # ______Flooring; shall be of a hard surface, vinyl flooring not acceptable E. OTHER: Items Acceptable Remarks

1. STOREFRONT: 2. STOREFRONT SIGNAGE: A. MALL BULKHEAD; any damage/requires A. CONSTRUCTED & INSTALLED; per repair or painting YES NO approved plans. YES NO B. NEUTRAL PIER; any damage/requires B. SIGNAGE; lit and operational, illuminated repair or painting YES NO evenly. YES NO C. BLADE SIGN; if required C. REVEALS; free of drywall mud, paint, YES NO screw heads to match reveal color YES NO D. LIGHT LEAKS; free of light leaks at metal D. GENERAL APPEARANCE; craftsmanship returns and screw holes YES NO of storefront finishes installation, no YES NO E. SCREW HEADS; painted to match sign drywall, vinyl bases, etc returns YES NO E. FINISHES; trim work, nails covered, grout F. UL LABEL/MANUFACTURER; label not lines, etc YES NO visible YES NO F. WINDOW PANELS; gap between window G. TIME CLOCK; installed panels no>1/4”, with safety clips. No YES NO YES NO silicone joints. H. CABINET SIGN; recessed & flush w/sign G. SPRINKLER COVERAGE; concealed heads band fascia YES NO @ storefront entry alcove. YES NO I. NEON; exposed neon stand-offs painted YES NO H. MALL TILE; match mall tile to Tenant to match sign band fascia storefront & Tenant closure line/opening. YES NO J. P.K. HOUSING; installed YES NO I. TRANSITION FLOORING; butt jointed K OTHER: between Mall and Tenant floor finish @ YES NO entry, no vinyl stripping allowed.

J. “CONTROL ZONE”; first 5’ into store @ entrance shall have hard surface flooring, YES NO 3. STORE INTERIOR: tile, wood, etc. Vinyl or carpeting transition A. FLOORING; interior craftsmanship not acceptable YES NO K. “CONTROL ZONE”; first 5’ into store shall B. TRANSITIONS STRIPS; acceptable have recessed lighting at storefront YES NO YES NO entrance C. EXPANSION JOINTS; installed per L. ROLLING GRILLE; flush with entry soffit Landlords approval YES NO when in open position YES NO D. WALL BASE; installation, vinyl not M. KEY SWITCH; side mounted @ 12” AFF allowed in sales area YES NO YES NO E. WALL FINISHES; quality of finishes N. OTHER: YES NO

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Item Acceptable Remarks 5. MECHANICAL:

A. HVAC; functioning properly, cut sheets 3.STORE INTERIOR: (CONTINUED) provided YES NO F. “CONTROL ZONE”; first 5’ into store B. MAKE-UP AIR; units properly sequenced ceiling shall be of a hard surface, acoustical YES NO YES NO ceilings not allowed. C. DIFFUSERS; acceptable G. INTERIOR CEILING; acceptable YES NO YES NO D. THERMOSTAT; installed H. INTERIOR LIGHTING; acceptable YES NO YES NO E. UNITS LABELED; Tenant space number I. SPRINKLER HEADS; concealed/flush per Rules/Regs YES NO mounted in sales area and centered within YES NO ceiling tiles thru-out space. F. CONDENSATE LINES; installed as required YES NO J. ACCESS PANELS; installed to access Tenant & Landlord equipment. YES NO G. CURB & FLASHING, ROOF YES NO K. CASH WRAP & DRESSING ROOMS; PENETRATIONS; acceptable acceptable YES NO H. GAS LINES; properly supported on roof YES NO

L. FIXTURES; condition, damage YES NO I. RTU; remote key switch YES NO

M. STORAGE ROOM; egress path marked YES NO J. OTHER: N. REAR DOOR ALCOVE; signage, metal corner guard & finishes into vestibule YES NO O. REAR DOOR SPRINKLER; provided @ rear 5.1 MECHANICAL – FOOD COURT/RESTAURANT TENANTS: YES NO door alcove A. AUTOMATIC FIRE EXTINGUISHING; P. OTHER: equipment tested by local jurisdiction YES NO B. “GREASE GUARD”; filter system provide for all grease exhausts on roof. YES NO 3.1 INTERIOR – FOOD COURT/RESTAURANT TENANTS: C. OTHER: A. CEILING, FLOORING, & WALLS; nonporous washable material YES NO B. OTHER: 6. ELECTRICAL: A. TRANSFORMER; below ceiling YES NO 4. RESTROOM: B. CONDUCTORS; wiring to be copper YES NO A. INTERIOR FINISHES; condition of walls & C. ELECTRICAL PANELS; labeled YES NO flooring YES NO B. FLOOR DRAIN & CLEAN-OUT; installed D. RTU UNIT; breaker locked YES NO YES NO C. EXHAUST FAN; light switch activated E. FIRE ALARM; breaker locked YES NO YES NO D. LAVATORY; piping insulated F. ELECTRICAL BOXES; outlets, switches YES NO have req’d covers. YES NO E. HANDICAP SIGNAGE; installed YES NO G. OTHER: F. OTHER:

Page | 23 VALLEY PLAZA MALL i 2701 MING AVENUE, BAKERSFIELD, CA 93304 i (P) 661.832.2436 2.14.2017 Page | 24 VALLEY PLAZA MALL i 2701 MING AVENUE, BAKERSFIELD, CA 93304 i (P) 661.832.2436 2.14.2017 Construction Rules C-12.0 Item Acceptable Remarks Item Acceptable Remarks 7. PLUMBING: A. FLOOR DRAIN; installed as required 9. GENERAL: YES NO A. PENETRATIONS; in slabs, roof, etc. are B. WATER METER; to be read as required sealed & fire caulked YES NO YES NO B ROOF; damage to roof or debris left on 1. Meter # roof YES NO 2. Meter Type/Size C. ABANDONED EQUIPMENT & UTILITIES; 3. Meter Service Size are removed & capped YES NO 4. Meter Install Date D. WATERPROOF MEMBRANE; installed in 5. Meter Manufacturer/Model “wet areas” YES NO 6. Meter Bank Location E. CERTIFICATE OF OCCUPANCY; YES NO 7. Backflow Serial # Kern County Health Department Requirement F. AS-BUILT DRAWINGS; submitted 8. Backflow Inspected/Tested? 1 PDF file, 1 full physical copy, Project YES NO YES NO completion date on each 9. Meter /Space # Validation YES NO G. WAIVERS; GC’s & sub’s final lien waivers YES NO C. HOT WATER HEATER; below ceiling with relief valve pipe to nearest floor drain YES NO H. FEDERAL TAX I.D. NUMBER (W9 form); general contractors YES NO D. WATER LINES; insulated as required YES NO I. HVAC BALANCE REPORT; provide certified E. OTHER: air balance report YES NO J. WARRANTEES & MAINTENANCE SCHEDULES; Who is responsible contractor? YES NO 7.1 PLUMBING – FOOD COURT/RESTAURANT TENANTS:

A. GREASE TRAP YES NO 10. OTHER: B. OTHER:

8. LIFE SAFETY:

A. SMOKE DETECTORS; installed YES NO New Store Activity B. FIRE EXTINGUISHERS; installed Open Date: YES NO C. EXIT & EMERGENCY LIGHTING; installed breaker locked YES NO D. FIRE ALARM; installed YES NO ______E. SPRINKLER SYSTEM; installed per General Growth Properties Signature & Date Tenant Contractor Signature & Date Tenant’s shop drawings. Tenant’s shop YES NO drawings must be submitted to Landlord’s Insurance Underwriter. F. OTHER:

Page | 25 VALLEY PLAZA MALL i 2701 MING AVENUE, BAKERSFIELD, CA 93304 i (P) 661.832.2436 2.14.2017 Page | 26 VALLEY PLAZA MALL i 2701 MING AVENUE, BAKERSFIELD, CA 93304 i (P) 661.832.2436 2.14.2017 Construction Rules C-13.0 Roof Manufacturer Plan Valley Plaza Mall 10/23/15

Kaplan

To Access Roof: 2007 - Contractors must have a Certificate of Insurance meeting GGP requirements on file to access roof - Contractors must check in and out with Mall Security and follow Security Procedures - Mall Security: 661.832.4678

JCPenney Target Forever 21

R5 2002 2003

2006 R6 2007 R2 2002 2003 2003 EWing 2004 R4 R3 G Wing D Quad 2003 C Quad 2004 2004 2003 2002 2002 MACY's SEARS 2002 2003 B Quad R7 A Quad R1

NOTE: - No bridge/ladder on roof from E Wing to B or D Quads - Crane Lifts require approval from Mall Management and subject to Mall Rules/Regs - Mall Management Approval of projects will depend on "cut sheets" of existing and future - DuroLast equipment, structural engineering review, City Building Permits and time frame N - All Mall Rules and Regulations apply and Contractor will be held responsible for any - Sika Sarnafil damage to the roof resulting from their operation and repairs to be done by Mall Required Roofer RX - Roof Hatch M:\ValleyPlazaCA\Operations\Roof Construction C-14.0 Rules