Jamaica Station Phillip Eng Jamaica, NY 11435-4380 President 718-217-5477 Long Island Rail Road VIA EMAIL OVERNIGHT MAIL October 1 1, 2019 Atlantic Yards Development Company, LLC Atlantic Rail Yards, LLC AYDC Interim Developer, LLC AYDC Regional Development Company, LLC Atlantic Yards Venture, LLC FC Atlantic Yards, LLC Greenland Atlantic Yards LLC c/o Atlantic Yards Venture LLC 1 MetroTech Center, 23rd Floor Brooklyn, NY 11201 Attn: Livia M. Corredor, Esq. RE: Developer?s Notice of Substantial or Final Completion of Major Portions of the New Yard dated September 25. 2019 Dear Ms. Corredor: Reference is made to that certain Yard Relocation and Construction Agreement (the ?Yard Construction Agreement?); by and among the Metropolitan Transportation Authority the Long Island Rail Road together with the MTA, the Parties?) and Atlantic Rail Yards LLC (?Developer?); and (ii) Developer?s letter dated September 25, 2019 entitled, ?Notice of Substantial Completion or Final Completion of Major Portions of the New Yard?, along with the email from the McKissack Group, Inc. dated September 16, 2019 attached thereto (the Capitalized works and phrases used but not de?ned herein shall have their respective meanings in the Yard Construction Agreement. This letter is in reply to Developer?s Notice dated September 25, 2019 which indicates that Developer has achieved Substantial Completion of certain New Yard work items, including: - #2 - Relocated Drill Track - #3 - New 38 KV AC substation - #4 - New 5 KV substation #5 - New 480 substation 0 #6 - New DC substation - #9 - New West Portal/ West lead track access - #11 - New yard double slip switch - #12 - New CIL signal hut - #13 - New access ramp from Bridge Atlantic Yards Development Company, LLC c/o Atlantic Yards Venture LLC October 10, 2019 Page 2 - #15 - New East portal structure LIRR has performed an inspection of the 10 work items referenced immediately above and hereby con?rms that Developer has achieved Substantial Completion of such work items. Pursuant to the inspection, LIRR provided additional punch-list items that were incorporated into applicable Punch List. As Developer did not attach a Punch List for the items of work referenced immediately above to its Notice, LIRR hereby requests that Developer submit a Punch List of items Developer believes must be completed in order to achieve ?nal completion of the above work (only) for LIRR review and comment. While Developer also indicate in the Notice that it believes the four (4) items of work below (along with the entirety of the Yard) are Substantially Complete, LIRR does not agree that these items of work are (or that the Yard, as a whole, is) Substantially Complete: - #7 New MG Set/Building - #8 New Emergency Generator/Load Bank - II-Item 3 New Dry -Type Fire Standpipe System - II-Item#8 New Paved Cart Path Aisles, Service Road, Parking and Storage Area. Lastly, although Developer references certain work as having reached ?nal completion, the Notice does not identify with particularity what items or phases of work for which Developer believes it has achieved ?nal completion. As of the date of this letter, LIRR does not believe Developer has achieved ?nal completion for any phase or item of work in the New Yard. The MTA Parties expressly reserve all rights, remedies and defenses, whether under contract, at law or in equity. Sincerely, CJ LJlx.-. Andrew Wilson, PE Assistant Chief Engineer, Department of Program Management 001 Forest City Realty Trust, Inc. 50 Public Square, Suite 1360 Cleveland, Ohio 44113 Greenland Holdings Corporation Limited Greenland Headquarters Building No. 700 Da Pu Rd. Huang Pu District, Shanghai, China 200023 Attn: Mr. Yuliang Zhang, Chairman of Board and CEO Greenland Atlantic Yards LLC 1 MetroTech Center, 18th Floor Brooklyn, NY 11201 Attn: Gang Hu, CEO Greenland Atlantic Yards LLC 1 MetroTech Center, 18th Floor Brooklyn, NY 11201 Attn: General Counsel Atlantic Yards Development Company, LLC c/o Atlantic Yards Venture LLC October 10, 2019 Page 3 DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020 Attn: Martin D. Polevoy DLA Piper LLP (US) 33 Arch Street, 26th Floor Boston, MA 02110 Attn: Brian Hochleutner Via Email Only to: Thomas Quigley at tquigley@mtahq.org Meredith J. Kane, Esq. at mjkane@paulweiss.com Robert Paley at rpaley@mtahq.org Robair Reichenstein at robair.reichenstein@mtahq.org Paul DietIin at pedietl@lirr.org Stephen Papandon at snpapan@lirr.org Andrea Ascher at aascher@mtahq.org Linda Messina at lmessin@lirr.org The agencies of the MTA MTA New York City Transit MTA Metro-North Railroad MTA Long Island Rail Road MTA Bridges and Tunnels MTA Capital Construction MTA Bus Company