A.	INTRODUCTION
	The intent of this section is to provide the Lessee's contractors and vendors with construction specific information regarding the regulations governing construction activities, which will be enforced by McCarthy Building Company on behalf of Vestar Development Company.
	It is the responsibility of the pad contractor to communicate all information contained herein and in other documents and agreements by which he is bound to all employees, suppliers and any others providing services through the General Contractor.  In no case will an entity's lack of knowledge of any regulations contained herein or in any other document constitute reasonable grounds for failure to comply.
	These rules will be strictly enforced and failure to comply can result in work delay and/or work stoppage.  As its Representative Site Contractor responsible for all site construction activities, Vestar Development Company has granted McCarthy Building Co. the authority to stop pad contractor from continuing work for any reason it deems to be in the best interest of the project.  Good communication and willingness to cooperate can alleviate, if not eliminate, many problems.
	McCarthy Building Co. reserves the right to alter, amend or augment this manual and any part herein, at any time as necessitated by project conditions.
	Should you have any questions in reference to the subjects discussed in this manual, please do not hesitate to contact the following:

	McCarthy Building Co.
	(602) 262-8000
	(602) 282-8080  FAX
	Project Manager:	Bob Knochenhauer	(602) 980-4732  mobile
	Site Superintendent:	Greg Perkins	(602) 721-8558  mobile
	Vestar Development Co.
	(602) 866-0900
	(602) 955-2298  FAX
	Construction Manager:	Robert Kerwin	(602) 757-1574  mobile
	Tenant Coordinator:	Nicklas Roe	(602) 763-7637  mobile
B.	RULES AND REGULATIONS

	1.	PRE-CONSTRUCTION MEETING:
		Prior to commencement of construction, the pad contractor is required to meet with the McCarthy Building Co. Site Superintendent to review project policies and procedures, and to establish a staging area agreement.  The following documents must be furnished prior to mobilizing on-site:
		a)	Submit a Certificate of Insurance to Vestar Development Company with a copy to McCarthy Building Co. naming the following entities as additionally insured:
			i)        Arizona State Land Department
			ii)       Bank of America, NA, as Agent
			iii)      Vestar DRM-OPCO, L.L.C.
			iv)      Vestar Arizona XXXIII, L.L.C.
			v)       DLJ Real Estate Capital Partners II, L.P.
			vi)      DLJ Exchange Capital Partners II, L.P.
			vii)     McCarthy Building Company
		b)	Provide a 24-hour contact list, which should include all Subcontractors onsite.
		c)	Provide a copy of pad contractor's State of Arizona general contractor's license.
		d)	Provide an 8 1/2" x 11" Staging Area Plan approved by McCarthy Building Co. as indicated by a McCarthy Building Co. representative signature on said plan.
		Construction may not commence without the pad contractor having an executed letter of intent or construction contract with Vestar Development Company.
	2.	COORDINATION AND COOPERATION:
		The pad contractor shall not interfere or impede site or surrounding building work.  In the event pad contractor willfully violates requirements of these Rules and Regulations, McCarthy Building Co. may order the pad contractor to remove its equipment and its employees from the Project Site.
	3.	JOB CONDUCT GUIDELINES:
		Workers shall be confined to approved staging areas and are required to maintain good discipline.  Violation of the Job Conduct Guidelines or violation of Basic Safety Rules and Regulations as required by O.S.H.A. and entitles McCarthy Building Co. to cause violating individual and/or pad contractor to being removed from the site.  Any injury or accident must be immediately reported, in writing, to McCarthy Building Co.'s Project Manager or Site Superintendent.
		a)	Head Protection
			Hard hats must be worn at all times.  NO EXCEPTIONS.
		b)	First Aid
			Every pad contractor is expected to provide adequate first aid and safety kits to care for any injury of their employees.
		c)	Fire Control
			No open fires, fire barrels or hot boxes.
			Fire extinguishers are required in:
				Trailer/office ‚ minimum 10 lb. ABC
				Equipment ‚ minimum 5 lb. ABC
				Fire Watch ‚ minimum 20 lb. ABC
			Extinguishers must be on lifts and scaffold, not on the floor.
			Combustible materials storage is not permitted on site.
			Construction trash may not accumulate.  The grounds and parking area are to be kept clean at all times.
		d)	Foot Protection
			Work boots are required.  Loafers, tennis shoes, or soft soled shoes are not allowed.
		e)	Ladders
			No metal ladders are allowed on site.  Damaged ladders must be immediately removed from this project.
		f)	Scaffolding
			Full handrails, mid-rails, toeboards, full decking are required on all scaffolding regardless of height.  Access ladders must either be built in or attached.
		g)	Work Clothing
			All shirts must have a minimum of four (4)-inch sleeve length over shoulders and must be worn at all times.  No shorts, cut-offs, tank tops, etc.
		h)	Electrical
			GFI protection is required on all electrical systems.
		I)	Signage
			Signage must be posted for public safety and/or general warning.
			All marketing signage must be submitted to Vestar Development Company for approval.  Send all requests in writing to Robert Kerwin, Vestar Development Company, 2425 E. Camelback Road, Suite 750, Phoenix, Arizona  85016
		Safety issues include, but are not limited to, the above guidelines.
	4.	PAD CONTRACTOR'S OFFICES AND BUILDINGS:
		Arrangements for the location of the pad contractor's staging area, project office trailer, sheds, roll-off dumpster, waste containers, portable toilets, etc. shall be made with the Site Superintendent during your pre-construction meeting.  All staging areas must be secured with 6' high chain-link fencing.  NO EXCEPTIONS!  You may be asked to relocate your field operations during the course of construction.  This relocation must be completed within ten (10) days of notification by McCarthy Building Co.  All costs associated with a move are the pad contractor's responsibility.
	5.	PROJECT WORK HOURS:
		This site is accessible from 5:00am to 5:00pm seven (7) days per week.  Any variations to these hours will be posted by McCarthy Building Co.  Special consideration will be given for off-hour access on an individual, as needed, basis.
	6.	JOB SITE STORAGE:
		It will be determined during your pre-construction meeting with the Project Manager or Site Superintendent if a staging area for materials, tools and equipment is available on site.  Job site storage is limited and it may be necessary to arrange for off site storage.  If a site location is available, it will be on a temporary basis only.  You may be asked to relocated to accommodate base building and/or site work.
		Any damage or losses resulting from storage of materials, tools and equipment shall be remedied at the cost of the pad contractor.  The pad contractor is responsible for erection, dismantling, maintenance, utilities, fencing, telephone, security, etc. that it deems necessary in setting up its offices, sheds and storage areas.
		Materials and Equipment temporarily stored at the Premises shall be located so as not to interfere with the work of any other pad contractor or McCarthy Building Co.'s subcontractors.  Storage areas are to be maintained in a clean, orderly manner and to McCarthy Building Co.'s satisfaction.
	7.	DRINKING WATER:
		Each pad contractor is to provide ice and portable water at the job site for use by pad contractor's field workmen.
	8.	TEMPORARY TELEPHONE:
		Each pad contractor is responsible for providing a required telephone service for performing the work under his or her respective contract.
	9.	TEMPORARY POWER AND LIGHTING:
		Each pad contractor is responsible for providing temporary power as required for its job completion.  The Site Superintendent will advise of availability and location.
	10.	MISCELLANEOUS TEMPORARY FACILITIES:
		Each pad contractor, at his own expense, shall provide any other temporary facilities and/or requirements the trade contractors believe to be required by his work.
	11.	TRAFFIC CONTROL:
		The pad contractor is responsible for any traffic control and barricades necessary to perform their work.  The project speed limit is 10 mph.
	12.	ACCESS AND MATERIAL DELIVERY:
		An access route to your space will be through a site gate location to be selected by McCarthy Building Co.  All construction personnel and deliveries are required to use this entry.  It is the responsibility of the pad contractor to ensure that all personnel and vendors making deliveries to the job site are aware of the job site location and access route.  McCarthy Building Co. will not direct or accept your deliveries.  You will be notified should project conditions necessitate an access route change.
		Deliveries to the site shall be controlled so that materials are not stored for excessive periods before erection and incorporation into the structure or structures.
	13.	PARKING:
		Pad contractors and their employees are restricted to the staging areas designated by the Lease Exhibit (or in the absence of a Lease Exhibit, by McCarthy Building Co.) and are subject to change.  Construction vehicles parked other than in designated areas may be subject to towing without prior notification.  Towing and retrieving costs are at the vehicle owner's expense.
		Parking in driveways, fire lanes and established loading zones is strictly prohibited.  Delivery vehicles must be completely unloaded at curbside and then moved out.  Unattended vehicles in loading zones will be tagged or towed at the vehicle owner's expense.
	14.	PROTECTION OF EXISTING UTILITIES:
		The pad contractor is responsible for verifying the exact location of all existing utilities.  The contractor shall protect utilities left in service including construction temporary power and telephone lines at all times.  Any damage to utility lines caused by the pad contractor operations shall be reported promptly to the owning utility company.  The utility company shall make repairs at the pad contractor's expense.
	15.	MISCELLANEOUS PROTECTION:
		The pad contractors are responsible for protecting property, personnel and the work of other pad contractors in carrying out their work.  The pad contractor is responsible for all cost of patching, repairs and replacement for work damaged by their work forces.  The pad contractor shall take all reasonable precautions to protect their work from damage by other pad contractors including providing and maintaining protection and barricading of their work area.  This includes, but is not limited to, any open trenches, pits and shafts, holes in floor or walls, and similar potentially hazardous areas.  All pad contractors shall fence their respective work and staging area.
	16.	CLEAN-UP/TRASH:
		Clean up shall include removal and legal disposal of all debris from the site.  The pad contractor shall remove empty carton, crates and other combustible refuse from the premises daily.  Dirt or rubbish is not allowed to accumulate so it becomes detrimental to employees or to the work of the various trades.  If a dispute should arise between the pad contractors and separate contractors as to their responsibility for cleaning up the project site, McCarthy Building Co. may clean up the site and charge the cost against the contract amount of the pad contractors responsible as McCarthy Building Co. determines to be just.
	17.	SECURITY:
		The pad contractor is responsible for all temporary security or facilities the pad contractor believes is required.
	18.	HELICOPTER LIFTS:
		Helicopter lifts should not be required on this project.  If required, the following standards shall apply:
			a) Lifts must be coordinated with McCarthy Building Co. two (2) weeks in advance.
			b) Helicopter cranes shall be expected to comply with any applicable regulations of the Federal Aviation Administration, O.S.H.A. and local and state governing authorities.
			c) Helicopter lifts may not interfere with base building construction or site work and must occur after normal working hours.  Weekend lifts are possible and Sunday is the day preferred by McCarthy Building Co.