A. LAS TIENDAS VILLAGE CENTER OVERVIEW

The proposed project consists of neighborhood retail mini-majors, restaurants and retail pads, pharmacy, and boutique retail shops on approximately 22.38 net acres. No single user shall exceed 50,000 square feet in gross building area. The property was zoned PAD for Community Commercial uses as part of the 1997 Carino Estates Master planned community (PL 96-155). The primary entrance drives are aligned with existing median breaks along both frontages with one additional minor access drive per frontage for convenient site access. The primary entrance drive from Alma School Road is designed as a grand boulevard promenade with a landscape median, featuring concrete planter pots and lush streetscape landscaping. Flanked by dynamically sited pad buildings, in landscape settings on each side, this 'boulevard' entry drive essentially divides the site into two separate, yet integrated, parking fields. Both of these main parking fields are surrounded by buildings along their perimeters, creating an enclosed feeling when in the main parking areas. This concept also serves to visually shield the main parking fields from street and adjacent property views. There are two (2) drive-through facilities proposed. These amenities are located on the north side of the corner Pharmacy and the west side of Pad 'A'. The building design, colors and materials are consistent throughout all buildings within the project. The architectural character is of an elegantly contemporary boutique retail aesthetic. The building facades are designed with a variety of dynamic architectural motifs, breaking down the inherent building masses to an intimate pedestrian scale. The building colors are a subtle mix of deep, warm, desert, earth tones. The building finishes are a dynamic composition of slate, stone and slate, and smooth-finish stucco, with standing seam metal roof accents. Landscaping and topography have been designed with great care and thought toward materials and aesthetic concepts. The street frontages shall utilize extensive turf areas, accented by decomposed granite-covered planting areas. Building setbacks are noted on the site plan.

As shown on the site plan, there are two (2) 6' monument signs along Alma School Road and two (2) 6' monument signs along Queen Creek Road. A 14' monument sign with center identification is shown at the main entry along Alma School Road. The resultant project proposed is of a high-end boutique retail community of layered design dynamics. This project is intended to provide a delightful and rich retail environment with extensive variety for the immediate neighborhood community. This is a genuinely high-end retail project in which both the City of Chandler and the surrounding bedroom communities can take pride and pleasure.

B. PROJECT DIRECTORY

OWNER/ Vestar Arizona XXIV, LLC

DEVELOPER: c/o Vestar Development Co

2425 E. Camelback Road, Suite 750

Phoenix, Arizona 85016

Phone:   (602) 866-0900

FAX:   (602) 955-2298

Contacts: Nick Roe, Tenant Coordinator

Josh Fonger, Project Assistant (Shops)

Jack Van Kleunen, Construction Manager

DEVELOPER - Shops Vestar Development Co.

& Pad Design 2425 E. Camelback Road, Suite 750

Review Phoenix, AZ 85016

Phone:      (602) 866-0900

FAX:         (602) 955-2298

Contacts: Nick Roe, Tenant Coordinator

DEVELOPER Ellermann & Schick Architects

ARCHITECT: 727 E. Maryland Avenue

Phoenix, Arizona 85014

Phone:      (602) 266-6202

FAX:         (602) 265-6212

Contact: Kirt Barr

CIVIL Optimus Civil Design Group

ENGINEER: 2323 E. Magnolia Street Suite 107

Phoenix, AZ 85034

Phone:      (602) 286-9300

FAX:         (602) 286-9400

Contact: Jeff Behrana

LANDSCAPE   G.K. Flanagan & Associates

ARCHITECT: 4626 N. 44th Street

Phoenix, Arizona 85018

Phone:      (602) 912-9691

FAX:         (602) 912-9693

Contact: Gregory K. Flanagan

SITE LIGHTING: Dale Walker & Co., Inc

4518 N. 12th Street

Phoenix, AZ 85014

Phone:      (602) 222-9360

FAX:         (602) 279-0825

Contact: Mark Bently

GRAPHICS & Bleier Industries, Inc.

SIGNAGE: 2030 W. Desert Cove

Phoenix, Arizona 85029

Phone:      (602) 944-3117

FAX:         (602) 395-0753

Contact: Paul Bleier, President

C. GOVERNING AGENCIES

CITY OF CHANDLER
Planning & Development Dept.
     215 East Buffalo Street
     Chandler, AZ 85225

     Mail: Mail Stop 105
     P.O. Box 4008
     Chandler, AZ 85244-4008

     Contact: Bob Weworski
     Phone: (480) 782-3067

Building & Permit Services
     Planning Services Phone: (480) 782-3000

Streets & Traffic Department
     Public Works Phone: (480) 782-3400

Water & Sewer Dept.
     Public Works Phone: (480) 782-3400

MARICOPA COUNTY HEALTH DEPT.
1001 N. Central Avenue, #125
Phoenix, AZ 85004
Contact: Donna Martinez
Phone: (602) 506-6980

D. UTILITY COMPANIES

Electric Salt River Project

Garry Schultz, Project Leader

Mail Station XCT400

PO Box 52025

(602) 236-0445 - Telephone

(602) 683-0915 - Facsimile

glschult@srpnet.com

Natural Gas Southwest Gas Corporation

Charles Velasquez, Senior Account Representative

PO Box 52075

Phoenix, AZ 85075 - 2075

(602) 395-4159 - Telephone

(602) 395-4040 - Facsimile

charles.velasquez@swgas.com

Telephone Qwest

Jeanne Curry, Design Engineer - BICS

6350 South Maple Avenue

Room 125

Tempe, AZ 85283

(602) 630-3742 - Telephone

(480) 831-4699 - Facsimile

jycurry@qwest.com

CATV Cox Communications

Kevin Ahern, Commercial Account Executive

20401 North 29th Avenue

Phoenix, AZ 85027

(623) 322-7852 - Telephone

(623) 322-7860 - Facsimile

kevin.ahern@cox.com

Public Water & City of Chandler Public Works

Sewer Shari Gasson

215 E. Buffalo Street

Chandler, AZ 85225

Phone: (480) 782-3336

E. CODE REFERENCE

Current Adopted Codes: 1997 Uniform Fire Code (UFC) 1999 National Electrical Code (NEC) 2000 International Building Code (IBC) 2000 International Plumbing Code (IPC) 2000 International Mechanical Code (IMC)

F. CITY OF CHANDLER STIPULATIONS

SITE & BUILDING DESIGN

1. Future median openings shall be located and designed in compliance with City adopted design standards (Technical Design Manual #4).

2. Completion of the construction of all required off-site street improvements including but not limited to paving, landscape, curb, gutter and sidewalks, median improvements and street lighting to achieve conformance with City codes, standard details, and design manuals.

3. The developer shall be required to install landscaping in the arterial street median(s) adjoining this project. In the event that the landscaping already exists within such median(s), the developer shall be required to upgrade such landscaping to meet current City standards.

4. Development shall be in substantial conformation with Exhibit A, Development Booklet, entitled "Ocotillo Towne Center II", kept on file in the City of Chandler Planning Services Division, in File No. PDP03-0001, except as modified by condition herein.

5. Approval by the Director of Planning and Development of plans for landscaping (open spaces and rights-of-way) and perimeter walls and the Director of Public Works for arterial street median landscaping.

6. All common area landscaping shall be controlled and maintained by a Property Owners Association.

7. A dissimilar use landscape buffer shall be installed adjacent to the residential properties to the north and east of the site and shall include 12' (foot) tall trees planted 20' on center.

8. All individual building pads and tenant spaces shall not exceed 50,000 s.f. in size.

9. The drive-through window/ canopy located to the north of the "Mini-Major A" building shall be eliminated and replaced with additional landscape buffering.

10. Hours of delivery along the entire length of the main retail building, including the "Mini-Major A" and "Mini-Major B" tenant spaces, shall be prohibited between 11:00 p.m. and 6:00 a.m.

11. All monument signs shall be limited to a maximum of two tenant names per sign face and provide decorative panels on all unleased future tenant name areas of the sign.

12. Additional date palms, spaced approximately 50' on center, shall be installed within the adjacent landscape medians at Alma School Road and Queen Creek Road.

13. The alternative exit strategy plan for the pharmacy building at the intersection corner shall be included with the approved Development Booklet.

BUILDING ELEVATIONS

a) That the use of "Corporate" colors, specifically but not limited to those typically associated with chain / franchise establishments shall only be used as an accent. Building design, common areas, and parking lots of the commercial center shall integrate the Tuscano Architectural Theme: i.e., stone surfaces, wood trusses, pots, urns or exposed wood beams.

b) That a gas station pump island canopy shall be constructed to match the proposed Tuscano retail buildings in terms of color and materials. The maximum height of the canopy shall be 19 feet to the canopy ceiling.

c) That the pump island canopy columns shall be constructed to match the retail buildings in terms of color and materials. The construction shall extend completely to the canopy ceiling and leave no gaps. The minimum width and depth of each column shall be two feet.

d) That any light fixtures mounted in or on the ceiling of the pump island canopy shall be fully recessed and directed downward. Dropped lenses extending below the ceiling of the canopy shall not be permitted.

e) All rooftop equipment and Satellite dishes shall be screened to the height of the tallest equipment.

f) All service areas shall be screened to conceal trash containers, loading docks, transformers, backflow preventers and other mechanical or electrical equipment from eye level adjacent to all public streets.

g) Barbed, razor, or concertina wire (or similar) shall not be used on this site where visible from public streets or adjacent residential areas.