RETAIL TENANT DESIGN CRITERIA MANUAL - Brookfield Properties

RETAIL TENANT DESIGN CRITERIA MANUALPortside Wharf, HamiltonThis Manual is subject to change from time to timeIt is critical to refer to the most current version17 March 2014, Revision 2

Table of Contents1. GENERAL INFORMATION .......................................................................................................................................................................... 31.1 INTRODUCTION .................................................................................................................................................................................................................... 31.2 BUILDING AND CONSULTANT DIRECTORY ................................................................................................................................................................................. 41.3 KEY PLAN AND CRITERIA ZONES ............................................................................................................................................................................................ 52. DESIGN GUIDELINES ................................................................................................................................................................................. 82.1 GLOSSARY OF TERMS ........................................................................................................................................................................................................... 82.2 SHOP FRONT CRITERIA ......................................................................................................................................................................................................... 82.3 FOOD COURT CRITERIA ........................................................................................................................................................................................................ 92.4 STORE INTERIOR DESIGN CRITERIA ...................................................................................................................................................................................... 102.5 BUILDING MANAGEMENT CONTROL ZONE .............................................................................................................................................................................. 112.6 INTERIOR STOREFRONT SIGNAGE CRITERIA ........................................................................................................................................................................... 112.7 FINISHES........................................................................................................................................................................................................................... 122.8 FIXTURES AND FURNITURE .................................................................................................................................................................................................. 152.9 INTERIOR LIGHTING REQUIREMENTS ..................................................................................................................................................................................... 152.10 STOREFRONT SECURITY SYSTEMS ....................................................................................................................................................................................... 162.11 CLOSURE SYSTEMS ........................................................................................................................................................................................................... 162.12 MERCHANDISING ................................................................................................................................................................................................................ 172.13 FLOOR LOADS ................................................................................................................................................................................................................... 172.14 DISABILITY DISCRIMINATION ACT .......................................................................................................................................................................................... 183. BUILDING DESIGN PARAMETERS .......................................................................................................................................................... 193.1 BUILDING MANAGEMENT’S WORK ......................................................................................................................................................................................... 193.2 TENANT WORK .................................................................................................................................................................................................................. 223.3 KEY RESPONSIBILITIES SUMMARY ........................................................................................................................................................................................ 284. TENANT SUBMISSION REQUIREMENTS ................................................................................................................................................ 334.1 TENANT INFORMATION ........................................................................................................................................................................................................ 334.2 TENANT DESIGN APPROVAL PROCESS .................................................................................................................................................................................. 334.3 PRELIMINARY SUBMISSION REQUIREMENTS [STEP 1] .............................................................................................................................................................. 344.4 FINAL SUBMISSION REQUIREMENTS [STEP 2] ......................................................................................................................................................................... 354.5 FINAL REVIEW AND APPROVAL PROCESS [STEP 3] .................................................................................................................................................................. 384.6 DEVELOPMENT APPLICATION SUBMISSIONS ........................................................................................................................................................................... 385. CONSTRUCTION DOCUMENTATION ....................................................................................................................................................... 39

5.1 COMMENCEMENT OF TENANT CONSTRUCTION ....................................................................................................................................................................... 395.2 PROCEDURES DURING CONSTRUCTION ................................................................................................................................................................................ 405.3 COMPLETION OF TENANT CONSTRUCTION ............................................................................................................................................................................. 435.4 TENANT AND CONTRACTOR’S ACKNOWLEDGEMENT FORM ....................................................................................................................................................... 45APPENDIX A – BASE BUILDING SERVICES2 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

1. General Information1.1 IntroductionPurpose of this documentThis Retail Tenant Design Criteria Manual has been created toensure that all new store designs or renovations/alterations toexisting stores are aligned with Portside Wharf’s establishedoperational and design specifications. All Tenant leaseholdimprovements however small or limited in scope must be fullyreviewed and approved by Building Management prior tocommencement of any construction.To ensure the design integrity of Portside Wharf, the Tenant isrequired to adhere to the procedural guidelines specified in theindividual lease documents. Nevertheless, it must be clearlyunderstood that in the event of ambiguity the approval to proceed ornot proceed with Tenant work will remain solely with BuildingManagement.It is the Tenant's responsibility to ensure that a copy of this manualis provided to their consultants and contractors and sub-contractors(hereafter called the contractor(s)), or any other person employedby them. The Tenant, its consultants, contractor(s) and any otherperson must fully adhere to the directions provided herein. Failureby the Tenant or its designer(s), contractor(s), or any other personemployed by it, to comply with any of the general or specificguidelines because of a lack of understanding or awareness of theRetail Tenant Design Criteria Manual will not be accepted byBuilding Management.It is essential that the Tenant visit the site to inspect and verify allsite conditions prior to the commencement of design work.premises. Although Building Management will supply the Tenantwith lease outline drawings if available, the Tenant must verify theas-built conditions prior to commencement of the Tenant’s design.Building Management reserves the right to add or amend theinformation and procedures contained herein, which will be in effectupon issuance.Site DetailsPortside Wharf is an established mixed use precinct comprising ofretail, office and entertainment zones fronting the Brisbane River. Itis a short stroll to Eagle Farm and Doomben racecourses and a 10-minute drive to the Brisbane International Airport or the CBD.Portside Wharf is the activity centre of the Hamilton NorthshoreUrban Development Area.The existing retail is of contemporary design and includes a Dendy5 screen cinema, a function centre, IGA supermarket, Jetts 24 HourGym and 23 specialty restaurant and fashion retail tenancies.Portside Wharf is a quality shopping destination inspired byEuropean plazas, scattered throughout sub tropical gardens andinviting public spaces. It attracts a broad range of customersincluding residents, tourists, ship passengers, moviegoers anddiners. Visit the website; www.portsidewharf.com.auPortside Wharf is also home to the world renowned Brisbane CruiseTerminal, which attracts on average 100 ships per year, andapproximately 180,000 passengers.The Tenant is responsible for the production of accurate andcomplete working drawings for the proposed construction within the3 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

1.2 Building and Consultant DirectoryBUILDING MANAGEMENT CONTACTSOwnerMultiplex Portside Retail Pty LtdACN 122 180 045Building ManagementBrookfield Commercial Operations Pty LtdABN 86 120 690 940Address: 39 Hercules Street, Hamilton QLD 4007Tel: +61 7 3907 4111Email: portside@au.brookfield.comBASE BUILDING CONSULTANTS & CONTRACTORSDescription Flare Loft PromenadeRobert Bird GroupRobert Bird GroupRobert Bird GroupPO Box 7035PO Box 7035PO Box 7035Riverside CentreRiverside CentreRiverside CentreBrisbane QLD 4001Brisbane QLD 4001Brisbane QLD 400107 3319 277707 3319 277707 3319 2777Structural EngineerElectricalMechanicalFire ServicesHydraulic ServicesStowe ElectricalPO Box 4025Eight Mile Plains QLD 411307 3423 6777Johnson ControlsUnit 4/121 Newmarket RdWindsor QLD 403007 3630 3000Asset FirePO Box 4109Loganholme QLD 412907 3806 1000Rhett Johnson PlumbingPO Box 5772West End QLD 41010422 016 937** Design review and consultancy fees are to be paid by Tenant.Stowe ElectricalPO Box 4025Eight Mile Plains QLD 411307 3423 6777Johnson ControlsUnit 4/121 Newmarket RdWindsor QLD 403007 3630 3000Asset FirePO Box 4109Loganholme QLD 412907 3806 1000Rhett Johnson PlumbingPO Box 5772West End QLD 41010422 016 937Stowe ElectricalPO Box 4025Eight Mile Plains QLD 411307 3423 6777Johnson ControlsUnit 4/121 Newmarket RdWindsor QLD 403007 3630 3000Asset FirePO Box 4109Loganholme QLD 412907 3806 1000Rhett Johnson PlumbingPO Box 5772West End QLD 41010422 016 9374 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

1.3 Key Plan and Criteria ZonesThe following plans are diagrammatic and intended only for the purposes of indicating the applicable criteria for the following general locations.Site Plan5 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

Promenade Plan6 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

Signage Plan7 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

2. Design Guidelines2.1 Glossary of TermsThe following are definitions for terms referred to in this manual:Tenant Lease Line: The line between the Tenant's leasedpremises and the common area. Tenant work must be limited to theTenant side of the lease Line.Closure Line: Is defined by the location of the Tenant’s closuresystem, on or behind the Tenant lease line. Base building designelements such as columns, walls and floor finishes must becontinued by the Tenant from the Tenant lease line to the closureline. Tenant’s finishes cannot extend outside the Closure Line intothe common area.Building Management Control Zone: In order for BuildingManagement to control the quality and diversity of storefrontinstallations within the centre, it is imperative for certain standardsto be maintained. Building Management’s control zone is an areaacross the entire width of the Tenant’s storefront, extending fromthe Tenant’s lease line into the space as indicated for eachstorefront type. Building Management reserves the right to approve,reject or request modifications to the Tenant's design, quality ofdetailing, finishes and materials, lighting, signage, security systemand closure system within this area.Signage Zone: An area on the storefront in which the Tenant’ssignage must be installed.Retail Zone: Is defined by the entire retail area that is visibly opento the public from the common space. The retail zone extends fromthe Tenant lease line to the Tenant’s back wall, including thecomplete merchandising area. Building Management reserves theright to approve, reject or request modifications to the Tenant'sdesign, quality of detailing, finishes, materials and lighting withinthis entire area.2.2 Shop Front CriteriaThe following criteria are to be considered and incorporated into thestore designs:• Tenants may not alter or finish any part of BuildingManagement’s facades and shall maximise the use of glassto maintain a show window type concept. The storefrontshall be a minimum of 90% transparent. The balance of thestorefront has to be fenestrated or treated with appropriatearchitectural materials.• All shopfront signage is to be within the tenancy signagezone. Tenants may apply external signage or graphics to thefacades at Building Management’s discretion and subject toany authority approvals.• Tenant storefront construction shall not project beyond theTenant’s lease line, including mouldings, or any otherarchitectural elements.• Handwritten menu boards on blackboards are permitted,providing the writing has been applied by a professionalcontractor and the blackboards are contained within theTenants lease line.• Luminescent handwritten boards are not permitted.• Store openings shall not exceed 40% of the entire storefrontwidth.• Frameless glass storefronts in accordance to the BuildingCode of Australia are encouraged. Patch fittings, butt jointglass detailing and minimal hardware are suggested.• One of a kind storefront designs will be required.• Tenant shall not attach to Building Management’s facade bymeans of mechanical fasteners without prior writtenapproval.8 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

2.3 Food Court CriteriaShop Front Criteria – FoodFront service counters for food operators are to be placed inside theTenants lease area and must not be installed in a location less than2000mm from the Tenant lease line.All front of house equipment is to be built into the joinery. Nofreestanding equipment is permitted, i.e. drink refrigeration will beapproved. All equipment and refrigeration is not to be branded.Environmental graphics are the layering of the overall design byimpressing a style and image. If an established graphic identityacceptable to the Building Management does not exist, the Tenantwill be required to employ a reputable graphic designer to develop acorporate graphic and signage identity. All menu boards are to beby a reputable graphic designer and submitted for approval.Food MerchandisingTo achieve a high level of presentation, the set up and maintenanceof food presentation is essential. The product should be presentedin a fresh, hygienic and organised way to best display the product.Consideration should be given to the following;• Display cabinets are to be incorporated into the overalldesign• Labelling and price tags should be professionally designedand presented• Food displays should be appropriately illuminated• All employees of Tenants handling food items must weargloves, long hair must be tied or pulled back with caps• To enhance the presentation of food displays9 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

2.4 Store Interior Design Criteria• All Tenants are required to provide high quality, finelydetailed and unique interior environment. Interior finishesfor flooring, walls, ceiling, lighting, furnishings and décorare to be long-lasting and of superior commercial quality.• All trade fixtures shall be new, of durable quality and finishconsistent with anticipated heavy duty public use.• All transitions between floor finishes of unequal thicknessare to be accomplished by a gradual transition with floorlevelling compound to create a smooth and level walkingsurface. Tripping hazards such as carpet trim strips andnoticeable reducer trim are not permitted.• Carpeting, if used within the sales area, shall be of thehighest quality.• Vinyl tile or any other sheet flooring goods, as well assimulated materials such as simulated wood planks, are notpermitted in the sales area.• All ceiling construction, including plasterboard bulkheadsand ceilings, are to be properly supported and braced to thebuilding structure. A copy of an engineer’s certificate will berequired for all overhead structures.• Standard acoustical tile ceilings will not be permitted withinthe sales area. Set plaster ceilings only.• The Tenant must submit full details indicating finishtreatment at expansion joints where they occur within theretail space.• Tenant must provide access panels where service isrequired.• All Tenants are to coordinate electrical, mechanical,hydraulic and fire servicing with base building personnel.• The interior is to be compatible with the shopfront in designand theme.• The interior should evoke ambience relevant to the productor service on offer.• Considered tenancy layout and planning is critical toachieve successful circulation and sightlines.• Elements to consider in terms of location, design and scalewithin the shop interior are:• Entry location• Sales counter• Internal signage• Change rooms• Furniture and fixtures• Signage, visual displays graphic elements10 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

2.5 Building Management Control ZoneBuilding Management control zone is an area across the entirewidth of the Tenant’s storefront, extending from the Tenant leaseline. The entire public front space of the Tenants’ shopfrontincluding the food service counter is in the Building Managementcontrol zone. To maintain a high level of design and finish BuildingManagement has the right to request and / or refuse modificationsor amendments in this zone. As the appearance and design of thiszone is critical to the overall store appearance. All Tenants mustcomply with the following criteria:• High quality hard surface flooring must be used throughoutthis zone.• Ceiling materials shall be plaster board, wood or other typeof quality architectural material. Acoustical tile ceilings andopen ceilings will not be permitted.• Recessed LED lighting shall be used. Exposed fluorescenttube light fixtures will not be allowed.• Sprinkler heads in the ceiling shall be fully concealed withcover plates.• Show windows which will support dynamic store windowdisplays are encouraged.• High quality noble materials and finishes shall be used.• Mobile display fixtures and merchandise, either temporary orpermanent, must be placed behind the Tenant entry doorclosure line and are subject to Building Managementapproval. Merchandise racks and display fixtures must notblock customer traffic flow in and out of the store.• Freestanding temporary signage or poster holders are notallowed outside of the Building Management Control Zone.• Tenant closure line and cannot impede traffic flow in and outof the store.• Television monitors installed within Building ManagementControl Zone can be incorporated into the overall design,but cannot be visible from common areas, and must beapproved by Building Management. Monitors and speakers,if allowed, shall not transmit any sound or image intoBuilding Management’s common area.2.6 Interior Storefront Signage CriteriaPrimary SignageAll Tenants must have one primary storefront sign for the purposeof store identification only. As a general rule, signage is to identifythe Tenants trading name only, and not spell out the type ofmerchandise sold or services offered. No commercial brands are tobe displayed other than the trading name. The use of a crest, logoor other established corporate insignia and sponsored signage maybe permitted at the sole discretion of the Building Management.Illuminated or non-illuminated graphic panels or boxes, if locatedwithin the Building Management control zone, may be permitted,subject to Building Management approval. Signs must be locatedwithin the designated signage zone, and must not exceed 40% ofthe total storefront length and within the signage zone. Letteringand icon heights within the signage zone are subject to BuildingManagement’s approval.Signs must not be attached or suspended from the ceiling. Noflashing, blinking, animated or audible signs will be permitted.Visible or exposed light sources will not be permitted.All conduits, transformers or other related equipment must becompletely concealed from view from the common areas. Exposedbrackets or fastenings must be painted out to minimize theirappearance. Manufacturers' or government labels must beconcealed from view.• Signage and graphics should be fully integrated into theshopfront design and enhance the fitout as a whole. Aunique and original approach to signage is encouraged.• The overall sizes of signage and or graphics are to beproportionate to the overall shopfront and be aligned with11 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

the design intent. Signage should be bold and dynamic inimage, colour and materials. Final size and location is at thediscretion of Building Management.• The use of a crest, logo or other established corporateinsignia and sponsored signage may be permitted at thesole discretion of Building Management.• All shopfront signage shall be professionally assembled.Handwritten signage will not be permitted; likewise A-Framesignage outside of the premises and lease line will also notbe permitted.• Internal and halo lighting is encouraged. Externalspotlighting will not be accepted.• Any internal lighting, power feeds and fixings are to be fullyconcealed within the signage. Exposed neon, animated,flashing or intermittent lights will not be permitted.• Non-illuminated signs such as polished brass and stainlesssteel may be acceptable providing it relates to the shopfrontand merchandise presentation and addresses issues oflighting and visibility and will be permitted only after approvalby the Building Management.• Standard type light boxes will not be approved.• Any illuminated signage is to be wired through the relayswitch within the tenancy distribution board controlled by theBMS. It should be noted that any external signage is likely tobe subject to a separate application and approval by therelevant regulatory body.Secondary SignageTenants may be permitted to have secondary signage in thestorefront, subject to Building Management’s approval. Acceptabletypes of secondary signage may be:• sandblasted, etched or vinyl letters / logo on the storefrontglass• cut-out metal or wood letters inside the storefront displaywindows• Mosaic tile inserts within the Tenants floor finish and behindthe closure lineThe secondary signage must:• Be subtle, and should not compete with the primarysignage.• Not cover more than 0.14 sqm in total area for thestorefront. Vinyl letters /logo are to be mounted on theinterior side of the Tenant’s space only.2.7 FinishesStorefront Materials and FinishesThe Tenant storefront materials are critical in creating a qualityand dynamic retail experience. To maintain a high standard ofdesign and retail animation, Tenants are encouraged to usenatural and durable materials of superior quality.All materials are to be installed over a durable substrate, and mustbe long lasting with minimal maintenance requirements.All storefronts shall comply with all governing and applicablebuilding and fire code requirements.Building Management reserves the right to reject or requestsubstitutions or adjustments to the proposed finishes. All materialsmust be approved by Building Management and/or theirrepresentatives prior to installation.Floor finishThe floor finish is to reflect the desired theme of the shop interiorand must finish flush with the external common area finish. Quality12 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

and durability of floor finishes are key factors, which will bereviewed by Building Management.Where shopfront entrances are behind the nominated lease line,the external finish is to be adopted.Supply and laying of this finish within the “ingo” is to be carried outby the Building Management at the Tenants cost. “Outgoes” will notbe permitted.The common area floor finish will be finished with a metal angle atthe tenancy lease line. No threshold, reducer strip (or other widetransition device), vinyl or rubber base is permissible at theintersection of the project and tenancy flooring. Special attentionshould be paid to the durability of any soft floor finish at the shopentry threshold.Tenants are responsible to ensure that store floor coverings aregraded to match the floor finish at the shop entrance, and complywith DDA requirements. There are to be no trip hazards and all slipcoefficient’s of floor finishes must be met.At entries, lips of more than 2.00mm and ramps of more than1:20mm are not allowed.Allowance is to be made for existing base building expansion jointsin the floor where ceramic or stone tiles are proposed. Some advicecan be sought from Building Management. Should more detaileddesign be required, Building Management will consult a structuralengineer at the Tenant’s costs.The following are permissible floor finishes:• Stone• Timber or parquetry• High grade commercial quality carpet• High grade commercial quality ceramic tilesThe following materials are not permissible as floor finishes, unlessinnovation in their use can be demonstrated or otherwise approvedby Building Management:• Quarry tile• Paint• Cork• Sheet vinyl or vinyl tiles• Carpet tiles• Materials suitable for domestic use onlyThe Base Building floors will be machine trowelled concrete. TheTenant will be responsible for any build up of floor substratenecessary to meet level requirements.Walls and Columns:The requirements for internal walls and columns are as follows:• All blockwork and base building columns are to be plasterlined, and finished (paint or other approved substrate) aspart of the Tenant’s overall design concept.• All set and unfinished plasterboard inter-tenancy walls are tobe finished and painted• Shop fitting display systems and/or shelving selections areto be considered as integral to the overall design concept.The proposed fittings are not to be directly fixed to intertenancy walls; they must be supported as freestandingfittings.• Care should be taken to address wall areas behind point ofsale and doors to back of house areas should be out ofdirect line of sight where possible• All exposed corners must be suitably detailed to minimiseimpact damagePermissible Materials include but are not limited to:• Painted plasterboard when framed and protected at corners• Commercial grade wall paper• Contract vinyl materials13 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

Ceilings and Bulkheads• Tenants are encouraged to be innovative and exploreoptions and alternative ceilings materials. Ceiling designmust be of a high standard and finish.• Ceiling articulation through the introduction of coves,mouldings, and suspended or vaulted elements are to beincorporated as part of the overall design concept, subject tothe ceiling space and service limitations.• Ceiling heights must be maximised to provide a spaciousinterior.• Ceiling height should not be lower than the top of thestorefront glazing unless careful attention is given to thetransitioning between ceilings.• Ceiling access hatches are to be installed only whererequired, as a flush, hinged finish in appropriate locations toaccess both base building and Tenant services andequipment.• The Tenant will be required to provide ceiling accesshatches in locations nominated by Building Management tofacilitate electrical, mechanical and hydraulic maintenance.It should be noted that Building Management will need togain access during normal working hours for calibration andcommissioning of equipment.• Return air grilles are to be of a rectangular slimline design.Wall and Floor Movement Joints:• All internal walls including storerooms and back of houseare to be full height.• Skirtings or other serviceable detail must be provided• All interior partitions must be constructed of non-combustiblematerials and suitable materials regardless of whetherexposed to the public or not.The following are permissible materials:• Metal• Stone• FabricMaterials disallowed include:• Inexpensive panelling• Simulated timber laminate• Corkboard• Carpeting• PegboardMirrors and columns are not allowed if height is consideredexcessive. Gradual transitions with lit coves are preferred byBuilding Management.Should the Tenant choose not to install a ceiling, the exposed slab,visible elements and services are to be finished in a quality paintfinish and inter-tenancy walls extended to full height. The Tenantwill be required to contain all loose wiring within cable trays.The following requirements apply to the installation of ceilings:• Acoustic ceilings must be combined with other acceptableceiling materials• Ceilings shall be constructed of non-combustible materials• Sprinklers must be recessed and colour coordinatedThe following will not be permitted:• Ceiling tile systems• Large expanses of acoustic ceilings• Painted gypsum (unless integrated with other acceptablematerials and• Support wires for any ceilings and lighting attached toservices and other non structural elements• Flame Resistant Timber panelling14 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

Emergency Lighting and Exit SignsEmergency lighting and exit signs installed within the tenancy are tobe edge lit blade type signage to suit current statutoryrequirements.The proposed fittings are not to be directly fixed to the inter-tenancywalls. Instead they must be independently supported as freestanding fittings.AcousticsIt is the Tenant’s responsibility to provide sound insulation whererequired to contain noise transfer. Acoustic treatments may berequired as part of the fitout to achieve the building’s recommendedinternal noise level within a retail area. Please confirm therequirements with Building Management.2.8 Fixtures and FurnitureQuality, durable materials are to be specified for the constructionand finishes of the interior fittings, joinery and furniture. Suchmaterials may include:• Glass• Ceramics• Stone• Polished timber• Leather• Coloured metalsWhere surfaces are painted surfaces they must be hardwearingthrough use of baked enamels, powder coating or lacquer.It should be noted that and all materials and finishes are subject tothe review and approval of Building Management.Tenants are to install custom designed fixtures including, but notlimited to, the following:• Cash, wrapping or display counter (all cash counters are tobe designed with a cash register recess)• Recessed shelving• Wall cabinets or showcases• Pedestals, platforms or tables• Wall display systems and• Changing rooms (where applicable)The following will not be permitted:• Slat wall• Shelving or fixtures which are not recessed• Lengthy clothing racks• Stacks of inventory and basic display tables• Sales counters and or fixtures within the premises locatedcloser than 1000mm from the shopfront lease line• Painted finishes, simulated materials or high pressurelaminates• Cluttered areas• Merchandise set on floorFixture details will be required to be submitted to BuildingManagement for approval and drawings should indicate quantities,locations, detailing, finishes and quality.Displays and signage are not permitted beyond the lease line.2.9 Interior Lighting Requirements• Tenants must have dramatic and well-illuminatedstorefronts, emphasising their visual presentation, displaywindows and architectural features.• Tenants are encouraged to seek the advice or services of alighting consultant when designing the lighting layout toachieve high quality light and individuality. In addition toprovision of illumination, lighting design should maintain15 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

good visual variety and balance. Lighting colour should alsobe carefully considered to provide enhancement ofmerchandise.• Internal tenancy lighting should be designed to achieve aminimum of 600 LUX and a maximum of 1,200 LUX.• All light fixtures shall be of high quality commercial grade.• No lamps or bulbs will be permitted that are directed oraimed into the common area.• Exposed or unshielded neon tube lighting will not bepermitted, and if considered, will be subject to BuildingManagement’s approval, based on the merit of the design.• Exposed fluorescent or standard fluorescent light fixtures ofany kind will not be permitted in the sales area and mayonly be used in non-public, back store areas.• All light fixtures and installations must conform to allapplicable building and construction codes and regulations.Tenants are required to use low energy consumptionluminaries.The following types of lighting are permitted:• Approved track luminaries; surface or pendant mounted• Low voltage, incandescent or LED recessed spot lightfittings• Low voltage diachronic lamp lighting particularly to provideimpact for displaysShopfront LightingThreshold lighting should be carefully and professionally designedto avoid reflections and direct light exposure to common areas. Theimportance of special display lighting to highlight tenancyshopfronts and merchandise cannot be too highly stressed. Designof shopfront display lighting should be adequately ventilated and issubject to approval by Building Management.The shopfront display lighting should be designed to achieve aminimum of 1,000 lux.2.10 Storefront Security SystemsThe Tenant is to provide any special security systems inclusive ofwiring, alarms locks etc at the Tenant’s costs. Audible alarms arenot acceptable.Storefront electronic security systems and any other shopliftingdetection devices must be integrated into the Tenant's storefrontdesign. Any such devices must be concealed from view.Any theft detection/security device system must be submitted withthe overall design submission. No system shall be installed unlessapproved by Building Management. Failure to comply with thisapproval process will result in the removal of such systems byBuilding Management at the Tenant's expense.All wiring to the security systems must be concealed from view.Power poles and wiring channels exposed to view are notpermitted.After hours security systems should be monitored off site byTenant. No audible alarms are permitted after hours.2.11 Closure SystemsAll door closure types are to sit within the lease line when in theopen position. Tenants must provide glass closure systems, whichmay include pivoting doors, sliding doors, bi-folding glass doors,etc. Frameless glazing is required, although exceptions may beallowed subject to Building Management's approval. Sliding glassdoors may be concealed within a pocket. All door tracks, top andbottom must be recessed flush into their surrounding surfaces.16 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

Swinging glass doors may be left apparent in an open and lockedposition as long as they do not exceed the lease line. Slidingstorefronts must be clear glazed and be of a single track variety tominimise interruption of floor finishes. A second sliding glass panelmay slide behind the first fixed panel, creating a show window. Nomultiple stacked glass panels are to be exposed.Solid doors, roll-down or sliding grill type closures and garage doorsare not permitted. Fully open storefronts are not permitted.Storefronts can have a maximum opening /entrance of 40% of theentire façade. Freestanding security devices security systems shallnot be installed unless the Tenant has specifically received BuildingManagement’s consent in writing. All designs must be discreet andhidden from public view.2.12 MerchandisingWindow merchandising sets mood and character, attracts attention,and identifies the brand. Displays within the store front and interiorshould be bold, strong and imaginative and themed to reflect theproducts on offer. Merchandise on display should have interest andappeal to entice patrons to explore the tenancy. Tenants areencouraged to retain a visual presentation consultant to assist inprovision of effective merchandising concepts.Window displays should be assembled with consideration towardsthe following:• Avoid locating products at knee or eye level• Avoid cluttering with unnecessary merchandise• Create a story with a balance of colour, shapes andrepetition to draw the eye around display• Group products together to assist in achieving companionsales (when two different products are put together to form aunique product) and• Displays should be interesting from all sidesFood MerchandisingTo achieve a high level of presentation the set up and maintenanceof food displays is essential. The product should be presented in afresh, hygienic and organised way to best display the product.Consideration of the following is required when merchandising food:• Display cabinets are to be incorporated into the overalldesign• Labelling and pricing tags should be professionally designedand presented• Food displays should be appropriately illuminatedBeverage MerchandisingIn order to maintain a focus on presentation and individual design,the scale and placement of dedicated beverage merchandising iscritical. Any storage and/or display of drinks within public view isrequired to be below counter height (1000mm overall) andcontained wholly behind the front counter. This will allow foremphasis to be placed on the fitout design and branding, and willemphasise a unified language throughout the building.2.13 Floor LoadsTypical tenancies have been designed with a dead load allowanceof 2.5kPa.Any type of material or thickness is acceptable, provided the limitabove is not exceeded. In practice, this means that a tiled or stonepaved floor in the typical tenancies will be limited to about 25-30mmtotal build-up (50mm to 100mm zone is applicable within the plazaretail and cafe court). A timber floor on battens, for example, couldbe built up considerably higher if necessary.The load is the governing criterion, not the height of build-up, butobviously the two are related.17 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

In addition to the above, all tenancies have been designed for a liveload of 4.0kPa, which is in accordance with AS1170.1 requirementsfor retail areas intended for sale and display of merchandise.If a Tenant intends to install heavy items of equipment such aspizza ovens, freezer cabinets, cool rooms or compactus unitsintended for bulk storage of liquids or solids, then the floor will needto be checked by a structural engineer for the effect of theselocalised loads.All engineering costs to be paid by Tenant. This should becompleted as part of the tenancy fitout design if there is anyconcern that the general design floor loads may be exceeded.In many cases these localised loads may be acceptable, althoughrestrictions may be placed on what other loads can be tolerated onremaining floor areas. Should strengthening of the floor be required,there are many methods available such as the installation of carbonfibre straps on the top and/or bottom surface of the slab. Howeverall proposed strengthening methods will need to be approved inwriting by Building Management and the base building structuralengineer2.14 Disability Discrimination ActIn designing the tenancy fitout, access for all customers and staffwith disabilities is to be provided in accordance with therequirements of the Disability Discrimination Act (DDA) within theBuilding Code of Australia. This provision of access is as alegislative requirement and the responsibility of the Tenant toensure all requirements are met.18 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

3. Building Design Parameters3.1 Building Management’s Work1. Basic SpaceA basic space, as shown on the plan attached to the lease.2. Walls and ColumnsBuilding Management's inter-tenancy walls consist of steel stud andtrack line with plasterboard sheeting set and sanded to accept thepaint finish by the Tenant. Blockwork or concrete walls will have noapplied finishes, and these are to be completed by the Tenant.Any cutting and patching of the wall for the installation of wiring,plumbing and other fixtures shall be the Tenant's responsibility.Other walls and columns within the Tenant leased space will beunfinished concrete or concrete block. The unfinished columns andconcrete walls will be finished by the Tenant as part of their design.3. FloorsStructural post tensioned concrete slab, machine trowelled finish tofloor will be provided by Building Management:• There will be a minimum set-down of approx. 40 - 50mm fromthe finished floor level of common areas to that of each tenancy.4. CeilingsFor new tenancies, no ceilings will be provided within the tenancyarea. For existing retail spaces, a ceiling may be in place.Tenant's consultants should visit the premises to determine heightrestrictions.Acoustic and vibration treatment may be required as part of theTenant’s fitout. Please confirm with Building Management.5. Electrical Servicesa) Power Supply• All tenancies will be provided with a single phase switchboard.• In some areas three phase power is available, howeverinspections and consultations should be undertaken withBuilding Management to determine appropriate supply.• Temporary power during the fit out can be provided withconsultation from Building Management.b) Communications SupplyA 10 pair telecommunications backbone cable will be provided forvoice and data communication to a local distributor connection box.Provision of emergency lighting and exit signs shall be the Tenant'sresponsibility.6. Hydraulics Servicesa) Plumbing and DrainageBuilding Management will provide access only to the followingservices for Tenant's connection on an as-needed basis. Accesslocations for these services vary and shall be verified by theTenants. It may be necessary for the Tenant to core through theconcrete floor slabs and walls. Tenant is required to provide firestopping to re-establish fire separations.• A 20mm cold water supply complete with isolation valve, will beprovided at a location nominated by the Building Managementto all tenancies.• A water sub meter will be provided by the BuildingManagement.19 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

• A 100mm sewer point will be supplied and capped at the top ofthe slab as shown on the tenancy lease plans.Food Type tenancies:• A 100mm Trade Waste point will be supplied and capped at topof slab level.• It will be provided at a point in a location nominated by BuildingManagement food type tenancies. (Including café courttenancies) The flow rate is 25 l/minute. Consult BuildingManagement for specific provisions.• Food type tenancies are provided with 100mm grease wastepoint capped at floor level.7. Mechanical Servicesa) Heating, Ventilating and Air Conditioning (HVAC)• The retail tenancy load allowance for lighting and electricalequipment is typically 60 W/m 2 (230 W/m 2 for foodtenancies)• The condenser water system is serviced by a central roofmounted plant and capped off within the tenancy at highlevel to accept air conditioning unit (s) provided by theTenant. This is applicable to Promenade and FlareBuildings, but does not apply to Loft.b) Gas SupplyGas supply can be available from a point in the street in selectedtenancies. Gas supply is not provided for water heating or spaceheating of the tenancy.Where natural gas supply is made available by BuildingManagement and is specifically required by the Tenant, inaccordance with their lease agreement the design criteria for thegas services are:• Food type tenancies identified on tenancy plan are providedwith 25mm gas supply capable of 250 mj/hr at 1.125 kPapressure. Consult Building Management for specific provisions.• The Tenant will pay for all authority inspections, connectionsand payment of fees.• The Tenant will fit each individual gas appliance with a flamefailure device, and an isolating valve• The Tenant will fit a suitably sized gas meter suitable for remoteread out.8. Fire Servicesa) SprinklerA sprinkler system is provided by Building Management inaccordance with AS2118, based on an open floor plan unfinishedspace and substantially conforming to Building Management's basebuilding mechanical drawings. Tenants are required to employBuilding Management’s contractors for any modifications to thesprinkler system at Tenant's expense.b) Fire SafetyThe fire alarm system and sprinkler system is installed inaccordance with applicable legislation. Tenants are required toconsult Building Management regarding any modifications to the firealarm system and sprinkler system, at Tenant's expense. It is theTenant’s responsibility to seal all penetrations and maintain therequired thermal insulation and fire rating of the building structurec) Smoke EvacuationSmoke evacuation equipment in common public areas is providedin accordance with applicable laws.d) Fire Hose CoverageCoverage is provided in accordance with Code requirements.9. Kitchen Exhausts - Food Type Premises20 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

a) No central kitchen exhaust has been provided in the Promenadebuilding. The Tenant is to horizontally exhaust using an ultraviolet capture jet type range hood.b) External louvres above the shopfront have been provided formakeup air and horizontal kitchen exhaust (location of Tenantssystem is subject to Australian Standards and the approval ofthe Building Managements services consultant.)c) In the Flare and Loft buildings, some vertical exhaust optionsmay be available.10. Tenant’s Work recommended to be performed by BuildingManagement's approved ContractorsIt is recommended the Tenant's Work set out below shall beperformed by the contractors designated by Building Management(refer to section 1.3) at the expense of the Tenant:a) All approved modifications or connections to the base buildingsystems, including all work outside the Tenant's premises, i.e.the base building heating, cooling, ventilation, exhaust, controls,electrical distribution and life safety systems as installed byBuilding Management.b) The provision of additional capacity such as electrical,telephone, air handling, air conditioning, etc.c) Installation of approved modifications to the fire detection andemergency communication system. All work to modify thesprinkler layout of the premises to suit the Tenant’s design canbe undertaken by the Tenant, however the interface andmodifications to the fire indicator panel must be undertaken byBuilding Management’s fire contractord) The Tenant is responsible for any false alarms and consequentcharges from the authorities caused by work on their behalf.Detectors must be isolated by a licensed service provider,protected and cleaned as required when work is being carriedout. Detectors must also be cleaned on completion of work orreplaced if found faulty. All work is at the Tenant’s cost.e) Patching of base building fireproofing.f) Any Tenant work which could affect the structural component ofthe building.g) Any drilling, cutting, coring and patching for conduit, pipesleeves, chases, duct equipment or openings or adjustments tothe floors, walls columns or roofs of the building as reviewed bythe structural consultant and approved by BuildingManagement. This includes penetrations through the underflashingprovided by Building Management in metal roofs decks,concrete suspended slabs and exterior walls, and waterproofingrequirements. It should be noted that The Tenant must provideBuilding Management with a fully dimensioned penetrationlayout. Dimensions are to relate to the building grid system. Allstructural engineering costs at the Tenant’s responsibility.h) Installation of any mechanical attachments or other fasteners tothe exterior façade (ground floor Tenants only).i) Supply and installation of meters. A water sub meter will beprovided by Building Management at the Tenant’s cost.j) Modifications to tenancy plans based on a revised tenancy layout.k) Any new kitchen exhaust or air-conditioning upgrades whichinvolve work outside the tenancy or changes to the basebuilding plant excluding the relocation of base building flexibleducts / diffusers within the tenancy will be undertaken byBuilding Management at the Tenant’s cost.l) Provision of ceiling return grilles, any necessary attenuation andducting to connect to the return mixing box.21 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

m) Installing the temperature sensor(s) to suit the tenancy partitionlayout.n) Final commissioning of the VAV box or FCU and air balance ofthe installed supply air diffusers and return air grille, etco) When specifically required by the Tenant, all works required toupgrade / alter the power supply are to be carried out byBuilding Management recommended contractors at the Tenant’scost.p) All works (including fire rating) to upgrade or relocate watersupply points and drainage points to suit the Tenant’s fitoutparticularly where these works occur outside the tenancyincluding the area below the floor slab will be undertaken byBuilding Management recommended contractor’s at theTenant’s cost.q) Where natural gas is available to the Tenant, the supply will beprovided inside the tenancy and terminated with a control valve.Gas supply is not provided for water heating or warming /heating of the tenancy. The Tenant to pay for and organise theinstallation of the gas meter and subsequent connection to thegas supply authorities.r) Any consultancy fees to cover the cost of checking the Tenant’sworking drawings will be charged to the Tenant by BuildingManagement. The Fee will be a fixed sum which will be advisedby Building Management, and be subject to the relevantprovisions in the lease agreement.3.2 Tenant Work1. General Requirementsa) The Tenant shall be responsible for and pay the entire cost of allleasehold improvements and all other work in or affecting thepremises. The Tenant is responsible for the preparation of alldesign and working drawings and specifications relating tocompletion of the premises for occupation by the Tenant andthe calling of tenders and letting of contracts relating to theTenant's work and the supervision and completion of theTenant's work.b) The Tenant shall be responsible for verifying all conditions anddimensions on site prior to preparing their drawings.c) Height limitations are to be checked in Tenant premises underexisting Building Management’s services.d) Access must be provided for all mechanical, electrical andhydraulic devices located above ceilings and behind walls bythe Tenant.e) Mechanical and electrical consultants should verify that nointerference exists with work in spaces below the slab.f) All leasehold improvements shall be suspended from thestructure independently of base building components such asducts, pipes, conduits, etc. Provide transition hangers, whererequired to avoid these components. A structural engineerscertificate will be supplied by the Tenant to BuildingManagement for all overhead structures, fixtures and fittings.g) All penetrations of structural slabs, walls and beams must beapproved in advance in writing by Building Management at theTenant’s cost. All penetrations of structural elements of thebuilding shall be x-rayed in advance of coring/cutting.The Tenant to provide temporary fire stopping, smoke seal andwaterproofing of all penetrations in fire rated assembliesimmediately following core drilling/cutting if permanentmeasures will follow at a later date.h) All electrical, natural gas and domestic water services must bemetered by connection to Building Management’s centralised22 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

LOWE RGRO UND L.metering system using Building Management’s approvedmeters.i) If extensive partitioning is used and additional speakers arerequired within the Tenant’s premises, it is recommended thiswork shall be completed by Building Management’s contractorat the Tenant’s expense.j) Interior Finishing Supply and installation for all other work,interior finishes and installation (beyond those set out in section3.1), including ceilings, floor covering, extension of basebuilding finishes into the premises, painting, show windowenclosures and display platforms, partitions, special wall andceiling finishes, vertical and horizontal transportation equipment,trade fixtures and security vaults, and all requirements oflicensing, health and other authorities having jurisdiction.k) Access panels shall be provided in ceilings where removable tileceiling systems are not used for access to equipment. Thisincludes base building elements, which may be located abovesuch ceilings. Access panels are to be hinged flush mountedpanel with square key locking system.l) Physical security Provision of physical security for thepremises and its contents.m) Rear service door(s) Building Management may provide, ifavailable, a rear service corridor. If required by building code orapplicable law, the Tenant will provide a foyer and door. Thedoor will be constructed of hollow metal with a steel frame andappropriate hardware, in accordance with the applicable codesand/or regulations. The location of any such door and foyer,where required, will be determined by Building Management.n) Any refrigeration units required within a tenancy are to beprovided and paid for by the Tenant including all platforms andacoustic visual screening. Location to be nominated by BuildingManagement. Condenser units can also be contained within thetenancy and vented externally subject to BuildingManagement’s approval.o) Any and all additional equipment, cabling and pipe work mustbe labelled in accordance with current standards andspecifications and identified on as built drawings. Any items notlabelled and require labelling, will be labelled by BuildingManagement and the Tenant will be liable to pay the costincurred.2. Floors, Walls and Ceilingsa) The Tenant applied floor finishes must include allowance for alltransitions to the plaza surfaces where applicable and allnecessary floor grading inside of the lease line.b) Given the outdoor nature of the shopfront, designconsiderations to slip resistance of Tenant installed floorfinishes is essential.c) In wet areas the Tenant must install a waterproof membranebetween the concrete floor slab and the finished floor. Themembrane must return 200 mm up all wall faces in wet area. Inaddition the Tenant is required to install a suitable waterprooftreatment across any structural expansion joint within thetenancy and is required to provide proof of any such installationwith a minimum 10 year warranty.d) Allowance is to be made within the design for expansion jointsin floors, walls ceilings, shopfronts or columns. Tenant must notaffect free movement.e) Where applicable, and at the determination of BuildingManagement, demising walls may be constructed in concreteblock, metal stud framed walls or a combination of both.f) The Tenant will be required to clad and finish all columns, downpipes and services provisions within the tenancy, including23 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

provisions for sound and thermal insulation to base buildingservices within tenancies.g) New columns within the tenancy will be either off form concreteor unclad steel columns that may be treated for fire protection.h) The Tenant will be required to install and finish all internal wallsincluding linings to all exposed masonary / block workthroughout.i) The installation of all shop fitting and/or shelving independentlyor freestanding from inter tenancy walls is the Tenantsresponsibility.j) Installation of finished set plasterboard ceiling and anybulkheads required from lease line to the tenancy. It is theTenant’s responsibility to ensure that all ceiling services arecoordinated.k) All services are required to be boxed in or tidied up at BuildingManagement’s discretion. The slab or roof above is required tobe painted out to Building Managements’ approval.l) Flush access panels for all base building and fitout services areto be installed by the Tenant as nominated by the BuildingManagement.m) At the end of the lease Building Management reserves the rightto instruct the Tenant to leave intact or remove the tenancyceiling or other parts of the fit-out at the Tenant’s cost. TheTenant must comply with Building Management’s instructionsand is liable for the costs to do so. Typically the Tenant’s leasewill address these requirements.3. Electrical RequirementsConsultant’s checklist:• Power voltage and size of service.• Location of telephone conduit.• Electrical load summery required.a) Electrical InstallationSupply and installation of the total electrical installation withinthe premises conforming to applicable laws and building codes.This includes but not limited to: panel, breakers in the panel,connection of the panel to the service at a location determinedby Building Management, digital check meters, disconnectswitches, transformer, splitter box connection of HVACequipment, lighting, outlets, emergency and exit lighting andelectrical service to signs and water heater.b) Telephone ServiceSupply and installation of all distribution and extensions oftelephone conduit within the premises and all intercom,communication, burglar alarms and signal systems required bythe Tenant. The Tenant is responsible for arranging theinstallation of the telephone service by the phone company. TheTenant is responsible for payment of all applications to serviceprovider and fees and equipment reticulation and equipment.c) Additional CapacityIf the Tenant requires additional electrical, telephone, airhandling, air conditioning or other increased services, they mustnotify Building Management. Building Management will providethe additional capacity, if available. The Tenant will beresponsible for any additional costs incurred.d) LightingThe Tenant will be responsible for the design and installation ofall light fixtures and fittings and the installation of emergencyand exit lights to meet authority requirements.• Location of service termination.24 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

e) GymElectrical design criteria for the gym facilities are to beconfirmed by Building Management.4. Mechanical RequirementsThe design & specification of any mechanical plant installed by thetenant must acknowledge the mixed-use nature of Portside Wharfand should be designed and maintained throughout its life to ensureit does not create, emit noise or odours that would have a materialimpact on residents and other users of the precinct.Consultant’s checklist:• Location and size of cold water service.• Location and size of sanitary vent.• Location and size of drain connection(s).• Grease traps, if required by Tenant under counter or asrequired.• Gas Line(s) and meter, if required, installed by BuildingManagement’s contractor at Tenant’s expense. Location andsize to be specified.• Location of kitchen exhaust and litres / second (l/s) required,hood specifications.• General ventilation at night for refrigerator cooling.• Air velocity across counters and doorways, where applicable inspecial conditions.• Heating / cooling load calculations.a) PlumbingSupply and installation of all plumbing and piping, equipment,and fixtures required to extend and connect from fixtures to thepoint of connection provided by Building Management. Thisincludes provisions for hot water tanks and piping systems thatmay be required by the Tenant. If water inlet services in excessof those provided by the Building Systems are required, theTenant may at the discretion of Building Management berequired to provide metering.The provision of public or staff washrooms within the premises ifrequired by legislation, including the supply and installation ofwater closets, wash basins and plumbing and all finishing.Unused waste points to be capped below floor finishes anddimensionally marked on as constructed plans.The Tenant shall pay for all authority inspections, connectionsand fees. Certification of the fire rating of all other penetrationsas required under the Tenant’s design is to be supplied by theTenant to Building Management on completion.b) Heating, Ventilating and Air ConditioningThe Tenant’s mechanical consultant must design and documentthe air distribution system to serve the leased areas. Thefinished mechanical design including all full specifications mustbe submitted to Building Managements services consultant forreview prior to installation.The Tenants exhaust system shall comprise of but not limitedto;• Acoustic treatment required as part of the fit out.• Installation of insulated flexible ductwork, internallyinsulated cushion boxes and air diffusion to serve theleased areas as required satisfying the requirements ofthe tenancy partitioning layout.• Provision of ceiling return grilles, any necessaryattenuation and ducting to connect to the return mixingbox.• Installation of the temperature sensor(s) to suit thepartition layout.• All control and wiring of the exhaust fans. Any manualfan control is to be overridden by a time schedule thatwill not allow the fan to operate outside normal tradinghours.• Alterations to condenser drainage.25 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

• Exhaust fans, interface facilities with fire alarmconnection, duct work, hoods, grease filters whererequired.• The filtration design should provide practical and odourfree exhaust• Any additional associated ductwork which the Tenantmay require at the Tenants cost.Leased areas that are to have exhaust systems to control thespread of obnoxious odours (i.e. fish shop) or to install anexhaust system to comply with AS 1668.2 (i.e. bakery, café etc)should consider during space planning to accommodateducting, fans etc. that will be required by the Tenant.The Tenant is to make provision for, any pay all costsassociated with installing the exhaust system, make up air, fireprotection, special sprinkler pipe work and heads within oraround hoods and equipment canopies in accordance with therelevant codes.The make up air system shall supply a minimum of 80% of thekitchen exhaust quantity, the system shall comprise of an intakeplenum, ductwork, supply grilles, fan and air filters, the fan shallbe wired by the Tenant and interlinked to the kitchen exhaustfan.Supply and installation of all required chilled water fan coil units,duct work, piping insulation, automatic temperature systems,materials, labour, and equipment for the distribution ofconditioned air, the removal from the premises of air not suitablefor recirculation and the replacement of such air.The Tenant will also be responsible for the final commissioningof the A/C, air balance of the installed supply air diffusers andreturn air grilles etc as well as the provision of “as builtdrawings” and commissioning data.c) MetersSupply and installation of gas, domestic cold water, chilledwater and heated water meters, if required by BuildingManagement. Building Management will specify the make andmodel required.d) Kitchen ExhaustThis section does not apply to Portside Wharf.e) Natural GasThe Tenant is responsible for all reticulation from a nominatedtee off point and the fitting of each individual gas appliance witha flame failure device and an isolating valve, for kitchenexhaust/gas cooking systems, along with connections of the gaspiping systems to all Tenant equipment.The Tenant will also be responsible for all authority inspections,connections and payment of fees and consumption.5. Fire Requirements:a) SprinklersModifications and relocation of the sprinkler system layout tosuit the Tenant’s requirements. Any revision to the sprinklersystem layout shall be approved by Building Management toensure conformity with insurance requirements and BuildingCode of Australia.b) Fire ProtectionProvision of any fire fighting, fire prevention, fire alarm, safetyand emergency equipment or lighting in and about the premisesmust meet applicable laws or insurance requirements. Thisequipment may include but is not limited to: portable fireextinguishers, suppression systems and fire blankets. Thisexcludes the automatic fire sprinkler system including ceilingmounted sprinkler heads and droppers.26 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

Details of the equipment installed are to be submitted toBuilding Management. The Tenant is required to maintain anyequipment installed according to the Authority requirements.The Tenant must at all times ensure the integrity of thebuilding’s fire rating is maintained. The Tenant is required tomake good at its own expense any damage or break in the firerating integrity of the building which results from the Tenant’sworks.c) Smoke EvacuationProvision of any extension of Building Management's system inor about the premises required to meet applicable laws orinsurance requirements as a result of the Tenant's use of thepremises or as a result of the installation of interior partitions,above or below the ceiling, or other improvements installed byor on behalf of the Tenant.d) Emergency Lighting and exit signsEmergency lighting and exit signs should be installed inaccordance with the appropriate Australian Standard, andmaintained regularly by the tenant. Evidence of maintenanceshould be provided to Building Management upon request.27 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

3.3 Key Responsibilities SummaryShop frontsDescription Who Designs Who Constructs Who Pays Who Owns Who MaintainsPaving tile/finish up to tenancy lease lineBuildingBuildingBuildingBuilding BuildingManagement Management Management Management ManagementOutdoor air grilles (where applicable)BuildingBuildingBuildingBuilding BuildingManagement Management Management Management ManagementStandard tenancy shopfront and doorsBuildingBuildingBuildingManagement /TenantManagement/TenantManagementTenantTenantAny alterations to standard shopfrontTenantBuildingManagement/TenantTenantBuildingManagementShop front signage, graphics and lighting Tenant Tenant Tenant Tenant TenantTenantInternal tenancy fit-outDescription Who Designs Who Constructs Who Pays Who Owns Who MaintainsInter-tenancy walls(“demising” walls)BuildingBuildingBuildingBuildingBuildingManagement Management Management Management ManagementModifications to Inter-tenancy wallsBuildingBuildingBuildingBuildingTenantManagement ManagementManagement ManagementStandard tenancy ceiling Tenant Tenant TenantBuildingManagementTenantSpecial ceilings and bulkheads Tenant Tenant Tenant Tenant TenantInternal partition walls (additional to inter- tenancy walls) Tenant Tenant Tenant Tenant TenantFloor structureModifications to structural floorBuildingManagementBuildingManagementBuildingManagementBuildingManagementBuildingManagementTenantBuildingManagementBuildingManagementBuildingManagementBuildingManagementInterior floor finishes (including ramping where required) Tenant Tenant Tenant Tenant TenantAll interior finishes, fixtures, fittings (additional to intertenancywalls)Tenant Tenant Tenant Tenant Tenant28 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

Supply of chilled water and heating water to perimeter oftenancySupply of duct work, diffusers, return air grilles etc withintenancyMechanicalDescription Who Designs Who Constructs Who Pays Who Owns Who MaintainsBuildingBuildingBuildingBuildingBuildingManagement Management Management Management ManagementBuildingTenant Management / Tenant Tenant TenantTenantKitchen exhaust and make up air system (incl. duct,canopy, connections, etc) – within tenancy, and toconnection point outside tenancyAdditional fresh air intakes to additional air-conditioningunits to suit tenancy designAdditional electrical, structural or hydraulic work toadditional air-conditioning units required to suit tenancydesign and heat loadsPlumbing work to A/C system (e.g. tundish,condensation waste)Additional plumbing work to additional air-conditioningunits required to meet tenancy design and heat loads(e.g. tundish, condensation waste)As a guide, air-conditioning systems serving the tenanciesshould be designed using the following criteria:ExternalSummerConditionsWinterTenant Tenant Tenant Tenant TenantTenant Tenant Tenant Tenant TenantTenant Tenant Tenant Tenant TenantTenant Tenant Tenant Tenant TenantTenant Tenant Tenant Tenant TenantMechanical Design CriteriaInternalCoolingN/aConditionsHeatingN/aTenancies that have entry doors from the street or un-air conditioned environment will be effected by the infiltration of outdoor air. The extent will depend onthe size of the opening, type of opening and the external temperature and wind conditions at the time.OccupancyGeneral Retail TenancyN/aFood and Beverage TenancyN/aOutside AirLightingEquipmentGeneral Retail TenancyFood and Beverage TenancyGeneral Retail TenancyFood and Beverage TenancyPlazaN/aN/aN/aN/aN/aN/aN/a29 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

As a guide, air-conditioning systems serving the tenanciesshould be designed using the following criteria:Mechanical Design CriteriaShould Tenant cooling or heating demands exceed the base building systems provisions, Building Management shall either upgrade the base buildingsystems provisions (where possible) or install supplementary systems at the Tenant’s cost. Gym and Child Care design criteria to be confirmed by BuildingManagement.PlazaFire ServicesDescription Who Designs Who Constructs Who Pays Who Owns Who MaintainsSupply of sprinkler system (single layer for ceiling void)BuildingManagementBuildingManagementBuildingManagementBuildingManagementBuildingManagementModifications to sprinkler system within tenancy to suittenancy design (e.g. Ceiling mounted sprinklers)Fire hose reel in proximity to TenancyFire hose reel adjustment to suit Tenant’s tenancy layoutFire extinguishers, fire blankets, etc. Within tenancy (tosuit codes and regulations)EWISModifications to smoke detectors within tenancy to suittenancy design (e.g. ceiling mounted smoke detectors)BuildingManagementBuildingManagementBuildingManagementBuildingManagementBuildingManagementBuildingManagementTenantBuildingManagementTenantBuildingManagementBuildingManagementBuildingManagementBuildingManagementBuildingManagementBuildingManagementTenant Tenant Tenant Tenant TenantBuildingManagementBuildingManagementTenantBuildingManagementBuildingManagementTenant Tenant Tenant Tenant TenantCommunication supplyDescription Who Designs Who Constructs Who Pays Who Owns Who MaintainsSupply of distribution point within tenancyBuildingBuildingBuildingBuildingBuildingManagement Management Management Management ManagementInternal Wiring and connections Tenant Tenant Tenant Tenant TenantModification or upgrade of supply Tenant Tenant TenantBuildingManagementTenantAuthority inspection and connectionTenantElectricalDescription Who Designs Who Constructs Who Pays Who Owns Who Maintains30 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

Supply of standard distribution boardwithin tenancyInstallation of electrical meterModification or upgrade of powersupply to distribution boardTenancy lighting and GPO installationand connectionEmergency and Exit lighting withintenancy to suit codes and regulationsElectrical Authority’s inspection andconnectionSupply of 40amp single phasecontactor connected to BuildingManagement BMS for shopfrontlighting connectionBuildingManagementBuildingManagementBuildingManagementBuilding ManagementBuilding ManagementBuilding ManagementBuildingManagementTenantTenantBuildingManagementBuildingManagementBuildingManagementBuildingManagementBuildingManagementBuildingManagementTenant Tenant Tenant Tenant TenantBuildingManagementBuildingManagementBuilding ManagementBuilding ManagementTenantTenantBuildingManagementBuildingManagementBuildingManagementBuildingManagementBuildingManagementHydraulics/plumbingDescription Who Designs Who Constructs Who Pays Who Owns Who MaintainsWater supply to tenancy (including isolation valve)BuildingBuildingBuildingBuildingBuildingManagement Management Management Management ManagementReticulation pipe work within tenancy from isolationvalve, to suit Tenant’s tenancy designTenant Tenant Tenant Tenant TenantHot water unit Tenant Tenant Tenant Tenant TenantSink (incl. tap hardware, etc) Tenant Tenant Tenant Tenant TenantWaste point (1 outlet)BuildingBuildingBuildingBuildingBuildingManagement Management Management Management ManagementTundish (where applicable)BuildingBuildingBuildingBuildingBuildingManagement Management Management Management ManagementModification or additional connections to waste orBuildingBuildingBuildingBuildingTenanttundish points requiredManagement ManagementManagement ManagementStandard Trade waste outlet (1 x outlet to identifiedtenancies)BuildingManagementBuildingManagementBuildingManagementBuildingManagementBuildingManagementNew connection to standard waste, trade waste orBuildingBuildingBuildingBuildingTenantmodificationManagement ManagementManagement ManagementWater Sub MeterBuildingBuildingBuildingBuildingTenantManagement ManagementManagement ManagementInternal tenancy reticulation of water, sewer and waste Tenant Tenant Tenant Tenant Tenant31 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

Gas supply to selected tenanciesDescription Who Designs Who Constructs Who Pays Who Owns Who MaintainsGas supply TenancyBuildingBuildingBuildingBuildingTenantManagement ManagementManagement ManagementReticulation from connection point and within tenancy tosuit Tenant’s tenancy designTenant Tenant Tenant Tenant TenantGas equipment as part of Tenant’s tenancy design Tenant Tenant Tenant Tenant TenantGas meter Tenant Tenant Tenant Tenant TenantAuthority’s inspection and connectionAdditional itemsDescription Who Designs Who Constructs Who Pays Who Owns Who MaintainsBuilding Management’s Architect, Services Consultantand review of Tenant’s tenancy design and servicesTenantdesignRefrigeration condenser units and approved housings Tenant Tenant Tenant Tenant TenantWaterproofing membrane – for food tenancies Tenant Tenant TenantBuildingManagementTenantAuthority’s submissions/fees/final inspection certificatesetcTenantRubbish removalTenantTenant32 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

4. Tenant Submission Requirements4.1 Tenant InformationDetails provided to all retail Tenants shall include the following‘Information Package’ of documents as available:1. Lease: to define the Tenant's obligations.2. Lease Plan - to define the Tenant's overall location within the retailcentre and dimensions of their space in relationship with the leaseline. It is to be clearly understood that Building Management does notin any way guarantee the accuracy of the information contained insuch drawings; the Tenant remains responsible for ensuring that theconditions on site and site dimensions are verified and correctlyreflected in the Tenant's drawings.3. Retail Tenant Design Criteria -This booklet together with the revisionsto the criteria if applicable.4.2 Tenant Design Approval Process1. In accordance with the lease, all Tenants are required to supplycomplete architectural, structural (if required), and services drawingsfor all leasehold improvements.2. The Tenant shall employ retail designers, professional architects,service engineers, all subject to Building Management’s approval, forthe preparation of drawings and specifications required to produce theTenant’s design.3. If the Tenant chooses to employ consultants other than the basebuilding consultants for its design work, Building Management may, atits discretion, have such drawings checked by the base buildingconsultants in order to ensure compatibility with the building's systems.The cost of this review will be charged to the Tenant.4. The Tenant is obligated to provide a copy of this Retail Tenant DesignCriteria Manual to the appropriate design and construction personnelinvolved with its premises. The Tenant must acknowledge that theyhave read and understood the terms of this Retail Tenant DesignCriteria Manual by signing the acknowledgement form found in thisdocument.5. After receiving the information package and prior to starting anydesign or documentation, the Tenant and Tenant's contractor shallmake a detailed inspection of the leased premises. It is the Tenant'scomplete responsibility to verify and confirm all dimensions,clearances and existing conditions within the leased premises.6. If there are any deviations from the Retail Tenant Design CriteriaManual, the Tenant shall submit a written request for BuildingManagement's review and approval.7. Tenants and their architects are encouraged to design theirstorefronts exploring creative uses of merchandising, lighting andsignage. The interior of each store should be consistent with thedesign concept or image created by the storefront. These designgoals can be accomplished through close attention to detail, use ofhigh quality materials, good craftsmanship and innovative design.8. Changes made between Building Management’s approved drawingsand actual construction will require Building Management's writtenapproval. Such approved alterations shall be made at the Tenant'sexpense. The approved drawings must be kept at the job site at alltimes.9. Construction shall proceed only after the Tenant has complied with allrequirements and the Building Management has issued writtenapproval to proceed via Building Management.10. All projects must comply with the current construction laws, BuildingCode of Australia codes, rules and regulations and standards ofconstruction quality outlined for Portside Wharf.11. Tenants’ consultants are to review the relevant sections of the leasefor specifics regarding architectural, electrical and mechanicalinformation.33 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

4.3 Preliminary SubmissionRequirements [Step 1]The first submission to Building Management should be made assoon as the Tenant's architect has completed preliminary drawingsoutlining the conceptual ideas for the store.• The preliminary submission will not be reviewed unless atotal preliminary package has been submitted.• The purpose of this phase is to acquaint Building Managementwith the Tenant's intentions and to ensure compliance with thelease, lease plan, Retail Tenant Design Criteria and basebuilding installations before the final drawing phase.• Drawings shall be submitted in A3 PDF format.• Preliminary drawings shall include 3 sets of prints, stapledinto complete sets and two sample boards. These must besubmitted to Building Management as a total package asfollows:1. Preliminary floor plans (scale 1:50) indicating interior designconcept, equipment layout, fixtures and fittings, all partitions,doors, shopfront, existing structural columns, inter-tenancywalls and gridlines.2. Preliminary reflected ceiling plans (scale 1:50) indicatingceiling heights, materials, light fixture types and locations,lighting load, air-conditioning grille layout, equipment loadsand all Tenant’s and Building Management’s services.4. Details of storefront signs, sections and materials ofconstruction. Indicate letter style and size of graphicsincluding colour and methods of illumination.5. Interior elevations and sections (scale 1:50) showing fixturesand fittings, materials and finishes proposed, forms ofconstruction for each wall and merchandising proposals.6. Details of proposed menu boards, if applicable.7. Two complete sample boards, maximum A3 size 297 mm x420 mm displaying fully and accurately samples of all finishmaterials and colours to be used, cross- referenced to thedrawings. No plans will be reviewed and approved without asample board, maximum legal size.8. Colour photo or colour graphic illustrations of the storefrontand interior space.9. Rendered Shopfront Presentation — electronic (high quality)3D coloured perspective and/or elevation of the shopfrontand signage.10. Schematic Services Plans — a min 1:50 scale showingplumbing, mechanical and electrical services.11. Structural work plan with the dimensioned locations of allfloor penetrations, floor chases and abnormal floor loadings,i.e. safes or other heavy objects to be placed in the retailpremises, etc. Note additional fees may be payable forstructural reviews.3. Storefront elevations and sections. Locate all majorelements, indicate materials and finishes, graphics andsignage, lighting concept and door system proposed. Submitone storefront elevation in colour (scale 1:50 minimum).34 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

4.4 Final Submission Requirements[Step 2]Final review drawings shall incorporate the required changes fromSubmission #1, be of construction document quality and includethe following minimum information (this must be submitted as atotal package to Building Management). Building Management willnot review partial submissions.• Building Management reserves the right to alter any section ofthe Retail Tenant Design Criteria Manual without notice, whichmay require a further submission by the Tenant.• Drawings will be reviewed by Building Management forcompatibility with the overall building, comments and/orapproval will be marked on one (1) set of drawings or in a letteraddressed to the Tenant. Handwritten notes and changesmarked on the submission by Building Management must becomplied with as they constitute conditions of the approval. TheTenant is to resubmit revisions, to suit the approval conditionswithin 5 working days. Such comments must be distributed tothe Tenant's architect and consultants.• All plans, sections and details should clearly indicate therelationship between lease line and wall(s) and the designelements. All plans, sections and details should clearly indicatethe relationship between the lease line and the storefront.• Plans shall show building grid lines, scale, architect’s name andaddress, date of issue and revision number.• For the purpose of this manual, the drawings approved byBuilding Management shall be called "approved drawings". Anyrevisions made to the approved drawings by the Tenant must beclearly marked and submitted to Building Management forfurther approval.• Building Management will require ten (10) working days toreview the Tenant's design submittal.• The review will begin upon receipt of the complete designpackage, including architectural, electrical, mechanical, fire,hydraulic and if required, structural drawings.• It is the Tenants’ responsibility to submit approved drawings tothe relevant regulatory body and other authorities as required.• It is the Tenants responsibility for engaging a certifier to certifythe tenancy works, as well as obtaining the final Certificate ofClassification and Form 16’s• The Tenant is to make application for service utilities whereapplicable e.g. telephone, data, gas, trade and industrial wasteconnections / accounts to be available prior to commencementof fitout works (allow 6-8 weeks).• The Tenant should also make appropriate enquiries and orapplications for other special authority approvals if arequirement under their tenancy; examples of these includepressure vessels, lotto, pharmaceutical or council.• For liquor licencing requirements, please refer to your leasedocuments and Building Management for the approval process.ArchitecturalA sample board and PDF set of drawings and specificationsshould be submitted including:1. Key plan showing the location of the premises.2. Demolition plans (scale 1:50)35 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

3. Final floor plans (scale 1:50). Storefront location andconfiguration. Locate partitions, fixtures, shelving, racks,counters, signs by dimension and location. Specify all materials,colours and finishes. Indicate any services to be installed thatrequire cutting into the floor slab. Details of mechanical andelectrical requirements.4. Final fixture plan (scale 1:50) and final details, includingsections, elevations, and finishes for all store fixtures.5. Final storefront elevation and sections (scale 1:20) showing thestorefront relationship with the lease line and BuildingManagement's construction elements. Drawings must indicatedoor sizes, construction details, type and direction of opening.Submit a complete storefront elevation in full colour, includingsignage. Submit shop drawings of glazing, including completesections and details through storefront bulkhead sufficient forconstruction, showing the relationship between the Tenant'sceiling and the base building bulkhead and structural supportdetails if suspended from above. Detail sections through floortrack assemblies for sliding doors. Indicate the method ofconnection to ceilings, blocking and framing members. Providedetails for all structural supports. Specify all storefront finishes,materials and colours.6. Final details of storefront signs (scale 1:10), elevation andsection views, letter style and size of all graphics formsubmission step 1. Detail dimensioned location on bulkhead andlighting requirements; all colours and materials, methods andcolours of illumination and wattage requirements, completemounting details.7. Final menu boards indicating all materials and graphics shall besubmitted for Building Management's approval.8. A complete sample board - if samples are different from thosesubmitted with the preliminary drawings (size not to exceedlegal size, 297mm x 420m. Colour and material samples mustbe firmly affixed to the illustration board and labelled completewith relevant fire ratings. All samples shall be identified andcross-referenced with the plans as part of the submissionpackage. No plans will be approved without a sample board.9. Reflected ceiling/lighting plan (scale 1:50), indicating ceilingmaterials and suspension system, various heights, location ofall light fixtures, their manufacturer's name and catalogue cutsheets, lamps to be used and mounting details (recessed,surface, etc). General pattern, grills, diffusers, speakers,sprinkler heads, coves, recesses and access panels. Specifyceiling material by name, thickness and colour, as well as firerating if required by Code.10. Interior elevations (scale 1:50). Specify wall and fixturefinishes. Indicate colours and materials counter referencedwith the sample board.11. Interior details and sections, sufficient for construction - (Scale1:10). Details showing method of connecting, blocking, framingand mounting of the store fixtures and signs.12. Interior Finish Schedule13. Merchandising Proposal — Display and merchandising systemincluding details of any freestanding display.MechanicalA complete set of A3 drawings (scale 1:50), specifications, anddigital plans in PDF.All Tenants will be required to retain the services of a mechanicalconsultant for the preparation of their mechanical plans. All Tenantswill be encouraged to employ the services of BuildingManagement’s consultants.36 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

1. Demolition drawings (scale 1:50).2. H.V.A.C. layout (scale 1:50)Plans and specifications complete with detailed ductwork layout,showing all duct sizes; location of all equipment, dampers, grills,diffusers, thermostats, access doors, other equipment, ifrequired, and air quantities required at each diffuser.3. Plumbing Layout (scale 1:50)Plans and specification indicating all equipment, piping runs fordrains, vents and water supply, and the location of valves,clean-outs, grease traps and other special or specificrequirements. Indicate location of water and gas meters.4. Sprinkler layout (scale 1:50)A dimensioned layout of the sprinkler piping and size indicatingall sprinkler heads new and relocated.Electricalindicating load generated by this equipment.3. Reflected Ceiling Plan (scale 1:50)Locate light fixtures, including night, emergency and exit lightfixtures. Specify size, wattage, type and mounting. Locate all fireservices devices including speakers, manual pull stations,smoke detectors, heat detectors, and sprinklers.StructuralA complete set of A3 drawing and digital plans in PDF.Tenants shall provide Building Management with any additionalstructural loads imposed on the building which includes but is notlimited to any floor penetrations, sizes and weights of equipment forBuilding Management approval. Tenant will be back charged forengineering services that require investigation of loads above andbeyond the Tenant's allowable loads.A complete set of A3 drawings (scale 1:50), specifications, anddigital plans in PDF.All Tenants will be required to retain the services of an electricalconsultant for the preparation of their electrical plans. All Tenantswill be encouraged to employ the services of BuildingManagement’s consultants.1. Demolition Drawing (scale 1:50)2. Electrical Plan (scale 1:50)Size and location of transformer (if required), panel location,wiring and circuit diagram. Panel schedule indicating the totalconnected load, and demand check meter. An electricalequipment and fixtures list indicating wattage of each item (i.e.total connected load, calculated foot-candle values). Wiringschematic diagram showing distribution to all equipment,37 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

4.5 Final Review and Approval Process[Step 3]1. Tenant shall resubmit required documentation to BuildingManagement until approved. Upon the receipt of all relevantdocumentation, the Tenant will receive formal notification fromBuilding Management of approval.2. The Tenant should be aware that any changes to the approvedworking drawings could incur further costs payable to theTenant for Building Management’s works modifications anddesign review fees.4.6 Development ApplicationSubmissions1. The Tenant must obtain Building Management’s / Ownerapproval prior to submitting Development Applications or otherpermits and applications to council.2. Upon receipt of the approved Development Application, theTenant shall forward one (1) copy to Building Management.3. It is the Tenant's responsibility to have the premises inspectedby the building, plumbing and HVAC inspectors.3. It is the Tenant’s responsibility to ensure all works are carriedout in accordance with the lease, lease plan and Retail TenantDesign Criteria and the ‘stamped’ approved final designconcept. Any changes made to the approved final designconcept without Building Management’s prior approval mayresult in the removal and or demolition of the unapprovedelements.38 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

5. Construction Documentation5.1 Commencement of Tenant ConstructionThe Tenant is required to engage its own contractors for thepurpose of carrying out leasehold improvement work. The Tenantmust carry out all construction work in strict accordance with theapproved drawings. Likewise, the Tenant’s design andconstruction work must comply with all applicable laws, codes andregulations.It is the Tenant’s responsibility to ensure that it’s contractor(s)observe and comply with all applicable construction safetyregulations including, but not limited to current OHS and WHSrequirements and Brookfield site specific and national inductionrequirements.The Tenant shall engage, at the their own expense, BuildingManagement’s pre-approved contractors, for any mechanical,electrical, sprinkler, fire alarm, controls and balancingmodifications or additions to the base building systems.The Building Management reserves the right to approve theTenant’s contractors, subcontractors and consultants. Please beadvised that certain work is required to be undertaken by theBuilding Managements contractors due to warranty obligations.5.1. A Construction may proceed only after the Tenant hascomplied with the following:1. The Tenant's lease for the premises has been executed.2. The Tenant has provided acceptable evidence of insurance asper the lease.3. The Tenant’s bank guarantee has been provided.4. The Tenant can demonstrate compliance with site rules.5. The Tenant must provide a “Builders Bond” to BuildingManagement for retention during the period of construction tocover the cost of any damage to the site or services caused bythe Tenant’s contractor.6. Building Management shall issue written notice to the Tenantadvising that all the conditions prerequisite to thecommencement of work are compliant to the satisfaction ofBuilding Management.5.1.B Construction may proceed only after the TenantContractor has complied with the following:1. Provided development applications, building permit(s), buildinglicences and hard copy of permit drawings.2. Completed all required permits on site including:a. Fire impairment permits; A minimum of 72 hoursadvanced written, emailed or faxed notification isrequired in order to attain the necessary insuranceapprovals. No work on emergency or fire protectionservices that involves the isolation or disruption of theservice shall take place until Building Management hasgiven approval. Shutdown of the services overnight orfor periods in excess of 24 hours will only be permittedat Building Management’s discretion. The Tenant willneed to appoint a static guard for overnight for thesupervision of fire protection services which cannot bereinstated that day.b. Shutdown of central building systems such as electricalswitchboards and/or risers or air conditioning systems39 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

will be permitted only at the discretion of BuildingManagement. Supervision may also be required duringsuch shutdowns by Building Management with all costsborne by the Tenant. All shutdowns will only bepermitted when adequate notice has been provided andwill be strictly controlled, coordinated with other Tenantsand minimised so as to avoid unnecessary disruption tothe building and its Tenants.3. Made available at the leased premises, a set of prints ofBuilding Management approved drawings for the duration ofthe construction period.4. Provided acceptable evidence of public liability and workerscompensation insurances for self and all sub-contractors toBuilding Management to the values noted in the contractagreement, noting Building Management as additional insured.5. Submitted a detailed program of work.6. Provided an executed head contractor agreement.7. Provided a list of subcontractors indicating contact names andtelephone numbers for after hour emergency use.8. Submitted completed building access documents as required.A work request form is used to control and co-ordinate accessto the building while maintaining building security and safeworking conditions. Contact the Building Management office toobtain a work request form. If you require access to anotherTenant’s premises a separate work request form will need tobe completed.9. Building Management will not grant access to another Tenant’spremises without prior written approval from the Tenant.10. Building Management reserves the right to reasonably refuseaccess to the building to any contractor at their discretion.Access cards remain the property of Building Management. Nomarkings or defacing of any kind will be permitted. In the caseof recurring lost cards/keys, access privileges may besuspended.11. Completed the safety induction and site specific safetyinduction which must be arranged through BuildingManagement. Note that no work must commence prior to theinduction. During the induction contractors should familiarisethemselves with the emergency evacuation procedures andhazardous materials register for the property.12. Prior to the start of Tenant construction, Building Managementwill determine and advise regarding any valves that need to beshut off and identify the locations for any tie-ins. RunningHydraulic lines through the electrical rooms of the building isstrictly prohibited. The Building Management must perform allbase building shut-off and tie-in work at the Tenant’s expense.Fire and other hydraulic services should be located close to theunderside of the structural beams and should occupy adiscrete “zone” from which their horizontal distribution does notstray either above or below.5.2 Procedures During Construction5.2.A Contractor is to submit to Building Management duringconstruction:1. Copies of all site-meeting minutes.2. Copies of all contemplated changes to the Tenant's work attime of issuance to Tenant's contractors.3. Copies of all site visit reports by the Tenant's consultants.40 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

4. Copies of all site reports from authorities having jurisdiction.5.2.B Tenant’s WorkThe Tenant's work set out below shall be performed at the expenseof the Tenant and as approved by Building Management:1. All approved modifications or connections to the buildingsystems, including all work outside the Tenant's premises, i.e.the base building heating, cooling, ventilation, exhaust, controls,electrical distribution and life safety systems as installed byBuilding Management.2. The provision of additional capacity such as electrical,telephone, air handling, air conditioning, etc.3. Installation of approved modifications to the fire detection andemergency warning intercommunications system.4. Patching of base building fireproofing.5. Any Tenant work which could affect the structural component ofthe building.6. Any drilling, cutting, coring and patching for conduit, pipesleeves, chases, duct equipment or openings in the floors, wallscolumns or roofs of the building as reviewed by the structuralconsultant and approved by Building Management. Floor byfloor fire compartment rating must be maintained at all timeswith recertification carried out as required at the Tenant’s cost.7. Installation of any mechanical attachments or other fasteners tothe exterior façade (ground floor Tenants only).8. Any power, gas or other consumable item used by the Tenantand its contractors during construction shall be payable by theTenant. The Tenant shall ensure that all switching and circuitryare wired back to the sub-meter allocated or provided by theTenant.5.2.C Inspection of Tenant Premises as required1. Building Management and its consultants shall have unlimitedaccess to the Tenant’s premises for the purpose of inspectingthe Tenant work in progress. Building Management and itsconsultants may note deficiencies in the Tenant work, whichshall be corrected by the Tenant immediately.2. After completion of Tenant work an inspection shall be made byBuilding Management with the Tenant. Deficiencies noted byBuilding Management regarding Tenant work will be correctedprior to the removal of the hoarding. Any damages caused bythe Tenants’ contractor to adjacent areas in the execution of theTenant work shall be repaired at the Tenant’s expense.5.2.D General Rules1. All works inclusive of material storage must be contained withinthe tenancy space with the Tenant being solely responsible forthe provision of security. Materials and equipment may only bestored on-site in exceptional circumstances with the prior writtenapproval of Building Management in areas designated byBuilding Management. The contractor is responsible forensuring that the construction site, as well as all adjacent areasaffected by the construction site, is kept clean. If the contractorfails to do this, Building Management will arrange to have thearea cleaned and the Tenant will be liable for the costs. Thecontractor is responsible to supply their own bin and ensure theregular removal of all garbage from their worksite.2. The Tenant is responsible for the security of the premises. TheBuilding Management will assist the Tenant where possible tosecure the premises. The Tenant must install locks on doors41 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

they wish to secure and the locks must be compatible with thebase building master key system at all times.3. No smoking is permitted in the buildings. All contractors are tobe attired properly with all personal protective equipmentrequired for the work they are undertaking. The use of illegalsubstances, consumption of alcoholic beverages and the use ofprofane language on the work site are strictly prohibited.Moreover, the contractor must ensure that workers are notunder the influence of drugs or alcohol at any time whileworking. Violation will result in all work being stopped.4. Any delivery or collection through the loading dock must becoordinated with Building Management and will only take placein the bay or bays and at the times agreed to prior to thedelivery or collection taking place. Deliveries will not be allowedduring peak times. The Tenant will be responsible for any trafficmanagement costs that may be required as a result of theirmovements. The Tenant will also be responsible for obtainingany and all approvals from the council where loading orunloading is required from the street.5. The contractor is responsible for locating adequate parking.Under no circumstances are vehicles to congest courier parkingor block access to the site’s loading dock facilities. Parking onsiteis not available. The loading dock is for loading/unloading ofmaterials only; parking in the loading dock is strictly prohibitedat all times.6. Use of building facilities other than those designated by BuildingManagement is not permitted. Under no circumstances aretools, brushes, etc to be cleaned in basins located in toilet ortearoom areas.7. All finishes, fixtures and fittings shall be adequately protectedagainst damage to the satisfaction of Building Management.Any such damage is to be made good immediately, at the costof the Tenant. Carpet in all working areas must be properlycovered with an acceptable protective material to the approvalof Building Management, including lobbies and corridors. TheBuilding Management will take no responsibility for damagedcarpet and will request that the Tenant undertake rectificationworks if required.8. Goods Lift - Goods lift use is available in some areas, pleaseconfirm with Building Management as to access requirements.9. Normal operating hours for the Portside Wharf precinct isbetween 7.00 am to 5.00pm Monday to Friday however due tothe nature of this mixed use precinct, consideration shall begiven to tenants, residents and the public when required. TheBuilding Management shall be advised of any noisy worksproposed so that the work can be coordinated so as not todisturb or disrupt any other planned and authorised activities orthe quiet enjoyment of other occupants on the same or adjacentfloors. If Building Management determines any constructionrelated noise is too loud or disruptive during regular workinghours the contractor will be instructed to cease the activitiesimmediately. The contractor shall perform all noisy, dusty andodorous work before 7:00am or after 12:00 Midnight and onlyafter receipt of written authorisation from Building Management.5.2.E Hoarding1. Building Management may deem it necessary for the Tenant tohoard off portions of their work. The hoarding is to be of aquality, material and construction that presents in anaesthetically pleasing manner. Please consult with BuildingManagement for clarification. Hoarding will be installed at theTenant’s expense.2. The hoarding will be positioned maximum 80mm beyond thelease line, dust proof, neat, built of gypsum, full height, taped,sanded and painted in a neutral colour.42 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

3. A key to the secured hoarding will be supplied to BuildingManagement to allow access to the premises at all times for theentire duration of the construction.5.3 Completion of Tenant ConstructionA defect inspection will be carried out by Building Management orBuilding Management’s representatives upon completion of theinstallations. Please schedule the deficiency inspection withBuilding Management, prior to the removal of the hoarding (byTenant's contractor).Upon completion of the construction the Tenant/will submit thefollowing closing documentation:Prior to opening for business:1. Final engineers and architects' inspection reports stating thatthe installations have been completed in accordance with thecontract documents and authorities having jurisdiction.2. Fire suppression system verification and testing certificate.3. Certified Building Certificate or Occupation Certificate relative tolocal State authorities.4. Consultant approved air testing and balancing report.5. Exhaust hood balancing report (for food service Tenants).6. Fire alarm system verification and testing certificate.7. Confirmation from electrician that all electrical panels have beentagged and tested.8. Verification of all required meter installations.9. Fully stock and merchandise the tenancy and advise BuildingManagement for an inspection prior to opening day.10. Payment of stamp duty and registration fees if applicable arerequired.11. Payment of marketing levy, special promotion levy, and firstmonth’s base rent are required.12. Issue of the bank guarantee or other security requirementsunder the lease.13. Removal of rubbish from the Tenant’s works and tenancyrelated rubbish off-site at the Tenant’s cost.14. A final clean must be performed of the following items including,but not limited to:a. All floor coverings.b. Light fixtures and lenses.c. All glass including the inside of exterior windows.d. Window frames and mullions.e. Window coverings.f. Public areas and service areas affected by the Tenant’swork.g. Diffusers and ceiling space are clean of all constructiondust and debris.h. Building Management reserves the right to complete anadditional clean, at the Tenant’s expense, if the quality ofthe cleaning completed by the Tenant’s cleaningcontractor is not to standard.Within 30 days of opening for business:1. Complete set of "As Built" drawings, both hard copy and43 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

AutoCAD format approved by the Tenant's consultants.2. An executed statutory declaration from the Tenant and theTenant's contractor. The declaration should state that all moniesowing to their suppliers and subcontractors have been paid andthat no liens have been registered against BuildingManagement's property.3. Proof of maintenance agreements for Tenant's equipment.4. Operations and Maintenance Manuals complete with allcontractor and supplier information.5. Certificate of Substantial Completion from designer.6. Sprinkler verification.7. Final Electrical Inspection Certificate.8. Fire Alarm verification.9. Final inspection and sign-off from building’s Certifier.10. Air balancing reports (3 copies).44 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

5.4 Tenant and Contractor’s Acknowledgement FormThe undersigned and those acting for the undersigned have read the Retail Tenant Design Criteria Manual governing construction and agree to abideby requirements outlined in performance of the work required in the Tenant space.Retail Tenancy:_____________________________________________Name/Title:_____________________________________________Address:_____________________________________________Telephone:____________________________________________Accepted and agreed this _______________________day of __________________________By:____________________________________________TenantAccepted and agreed this _______________________day of ___________________________By:_____________________________________________Contractor45 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

Attachment A – Base Building ServicesBuilding function andServices CategoryProperty DetailsProperty AddressYear ConstructedStandard ofservices/details39 Hercules StreetHamiltonQLD 4007Commenced 2005, withother stages yet to becommenced2 plus 1 Basement LevelsApprox. 40Ha9300m2Number of LevelsLand AreaTotal Lettable SpaceAverage Floor Space VariousNumber of Carpark Levels 2Number of Car spaces 290Access and mobility To AS 1428.1-2001Hours of operationTypical businessoperational hoursLoading dockMinimum quality standardGreen star v2NABERS Energy (Base)Construction DetailsMain StructureDesigned to beoperational 24 hours perday, 7 days per weekFrom 7:00 am to 1amYesGrade ARefer towww.au.brookfield.comRefer towww.au.brookfield.comCommentsConcrete with StructuralframeFaçadeCopper and GlazingRaised floor Various confirm on siteFloor to floor height Various confirm on siteCeiling Height Various confirm on siteCeiling Various confirm on siteCeiling services zone Various confirm on siteFloor finishes Various confirm on siteBuilding function andStandard ofCommentsServices Categoryservices/detailsInternal BlindsNot ApplicableInter-floor stairsNot ApplicableDisabledYesfacilities/accessibilityEgressYesAmenitiesToiletsNot ApplicableToilet pansNot ApplicableBasinsNot ApplicableTaps/mixers/aerators Not ApplicableUrinalsNot ApplicableHand towels/waste basket Not ApplicableDeodoriserNot ApplicableSoap dispensersNot ApplicableBike racks Yes Located on thePlazaShowersNoVehicle washingNoCourier parking Yes Located onground levelparking areaMail facilityNoBuildingManagement/ManagementPermanent centremanagement officeLocated onLevel 1 FlareApartmentsConciergeNoSecurity Onsite patrols LocatedBuilding 7Access controlCardaxFire control room Yes Building 4Tenant Utilities and ServicesWaterSupply for fire anddomestic usesElectricitySupply available46 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

Building function andStandard ofCommentsServices Categoryservices/detailsGasSupply availableTelecommunication Connections Available Confirm on siteStormwaterAvailableSewerageAvailableOHS SystemYesMechanical ServicesInternal design conditions Not ApplicableOutside airNot ApplicableOccupancyNot ApplicableEquipment allowance Not ApplicableToilet exhaustNoSmoke management Not ApplicablesystemFire stairsNot ApplicableCooling Tower(s) Various Confirm on siteTenant Condenser Loop Available to selected Confirm on sitetenancies onlyChillersNoCooling plant redundancy Not ApplicableHeatingNoAir Handling UnitsNoAir distributionNot ApplicableAir conditioning zones Not ApplicableAir quality sensors NoNoise levelsNot ApplicableFiltration TypeNot ApplicableBuilding AutomationSystemMakeHoneywellSpare capacityprovisions foradditional datapoints andinterfaceCarpark ventilation Centralised system to AS1668Co detectorsand controlKitchen exhaust and Louvers supplied at the Confirm on siteSupplyfront of some tenanciesSupplementary outside air Louvers supplied at the Confirm on sitefront of some tenanciesAfter Hours A/CNot ApplicableBuilding function andServices CategoryLift SystemsLiftsDAA complianceManufacturerController TypeLift PerformanceSpeedCapacityDoor sizeInternal car heightElectrical ServicesNumber of Transformers 1kW rating / TransformerArtificial LightingLighting zoningLighting controlsPower circuitsDucted skirtingLightning ProtectionSystemAccess Control SystemStandby PowerStandard ofservices/detailsGoods Lift available forBuilding 7 onlyAccess complying to AS1735.12 and BCAOtisNot ApplicableNot ApplicableNot Applicable1200 kgs1200mm wide x 2100mmhigh2400mm1400 kvaNoNoNoNot ApplicableNoYesCardaxNoCommentsConfirm on siteSub-metering Various Confirm on siteTenant meteringSupplied by tenantEmergency and Exit Base Building, yes, as perLightingAS 2093Communications and Audio VisualRooms Yes Confirm on siteCarriers Various Confirm on siteRisers Yes Confirm on siteBackbone cablingNo47 Brookfield Commercial Operations Retail Tenant Design Criteria Manual

Building function andServices CategoryStandard ofservices/detailsTenant distribution room NoWireless serviceNoMATVNoFM RadioNoFoxtelNoSecurity SystemSecurity access control Base Building System -proximityProximity deviceFire protection SystemsFire Essential ServicesFire PanelSprinkler SystemHydrant SystemHose Reel SystemSmoke Detection SystemFire Control RoomTenant to installCertified annuallyYes.YesYesYesYesYes, located at groundlevel of PromenadeYesNoNoYesCommentsCoversentrances,after-hoursaccess,EWIS SystemPAWIPFire ExtinguishersHydraulic ServicesWater storageNoWater supply Mains Tenant toprovidebackflowprevention onsub-circuitsGasAvailable from the streetGrease Trap Yes Confirm on siteGrey water recycling YesEnd of trip facilities Nocorrectness is given nor should one be implied. Neither this Building Profile nor anyof its contents may be used for any purpose without prior consent from the BuildingManagement.Disclaimer: Whilst care has been taken in relation to the accuracy of contents ofthis Building Profile and design standard, no warranty as to accuracy or48 Brookfield Commercial Operations Retail Tenant Design Criteria Manual