f day of :I.:'-'<-; 2004, by and

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1 .. '. Final MEMORANDUM OF UNDERSTANDING BETWEEN THE NEW YORK CITY DEPARTMENT OF PARKS & RECREATION AND THE NEW YORK CITY DEPARTMENT OF ENVIRONMENTAL PROTECTION This Memorandum of Understanding ("MOU"), is made this 0 f day of :I.:'-'<-; 2004, by and between the New York City Department of Parks & Recreation ("DPR"), an executive agency of the City of New York (the "City") with its principal office at The Arsenal, Central Park, New York, New York and the New York City Department of Environmental Protection ("DEP"), an executive agency of the City with its principal office at Junction Boulevard, 19th Floor, Flushing, New York WHEREAS, DPR and The First Tee of Metropolitan New York, Inc. ("FTMNY" or "Licensee") have entered into an agreement dated June 6, 1987 (the "Existing Agreement") regarding the operation of a golf course driving range, clubhouse and ancillary structures (hereinafter collectively referred to as "the Golf Course"), in Van Cortlandt Park, Bronx, New York and as set forth in the site plan attached hereto as Exhibit A;

2 2 WHEREAS, DEP is in the process of undertaking a Supplemental Environmental Impact Statement ("SEIS") for the Croton Water Treatment Plant Project (the "Croton WTP "); WHEREAS, the SEIS will, inter alia evaluate the potential environmental impacts of the construction and operation of the proposed Croton WTP at three possible locations: the Eastview Site located in the Town of Mount-Pleasant, Westchester County, New York (the "Eastview Site"); a site adjacent to the Golf Course and located in Van Cortlandt Park, Bronx County, New York (the "Mosholu Site"); and a site located alongside the Harlem River in the vicinity of the University Heights Bridge (the "Harlem River Site"); WHEREAS, should the Mosholu Site be selected as the location for the proposed Croton WTP, DEP will be required to undertake certain work (the "DEP Work") to construct the Croton WTP -in accordance with a court ordered consent decree that requires the work to be completed by certain milestones; WHEREAS, DEP and DPR determined that if the Mosholu Site is selected as the location for the proposed Croton WTP, it is appropriate and in the public interest that DPR (1) cause FTMNY to undertake certain temporary course work ("Temporary Course Work"), defined below, to reconfigure the Golf Course, so as to allow the Golf Course to remain in operation while the Croton WTP is being constructed (the driving range being closed but with a substitute, reduced size driving range being constructed in the area of the current 9th fairway), and (2) upon completion of the DEP Work, provide for the reconstruction of the Golf Course subject to the availability of funds so that it will have a permanent configuration as approved by DPR; WHEREAS, FTMNY has expressed a willingness to perform such temporary course work;

3 : 3 WHEREAS, DPR has received approval from the City's Franchise and Concession Review Committee ("FCRC"), to use different procedures to negotiate a sole source license agreement ("License Agreement") with FTMNY for the construction of a temporary golf course and ancillary structures in accordance with the terms hereof, to provide for the final reconstruction of the Golf Course, to provide for reimbursement to FTMNY for lost revenue and costs related to the Temporary Course Work, to enter into a License Agreement with FTMNY with respect to the reconfiguration, operation and maintenance of the Licensed Premises (see, Exhibit C to the License Agreement); WHEREAS, DPR acknowledges and agrees that any delay in completing the Temporary Course Work and vacating the areas within the DEP footprint as set forth in Exhibit C annexed hereto will negatively impact DEP's construction schedule and may cause the DEP Work to be delayed; WHEREAS, it is the intention of the parties that the License Agreement will provide for FTMNY to be reimbursed for all actual and reasonable costs of the Temporary Course Work, as well as for all lost revenue directly related to the DEP Work while the Croton WTP is being constructed and until the Golf Course is restored to its final configuration as agreed to by DPR in accordance with the terms of this MOU; WHEREAS, DPR will monitor all expenses incurred by FTMNY in performing the Temporary Course Work in accordance with the terms hereof and of the License Agreement; NOW, THEREFORE, it is agreed by and between the parties as follows: I. Definitions: The following terms shall have the respective definitions set forth below:

4 4 a. Temporary Course Work: includes landscape design and architectural work, modification and reconfiguration of tees, greens, fairways, parking, irrigation system, youth learning center, road access to and from the temporary clubhouse and parking, driving range, comfort station, footpath, interim clubhouse consisting of modular units and decking and maintenance facility, all as described in the Scope of Work attached hereto as Exhibit B and intended to allow the Golf Course to remain in operation while the Croton WTP is being constructed whether said Temporary Course Work takes place on Golf Course property or on adjacent DPR property. Temporary Course Work shall also include reimbursement for certain capital improvements/fixtures installed in the existing clubhouse, driving range, and youth learning center within a twenty-four (24) month period immediately preceding December 31, 2003 (attached as Exhibit D-2 to the License Agreement) and which will be demolished as a result of the construction of the DEP Work. DEP will reimburse FTMNY in the amount of Three Hundred and Five Thousand Dollars ($313,561), within sixty (60) days of registration of the License Agreement with the City Comptroller. DPR acknowledges and represents that it has reviewed Exhibit D-2 to the License Agreement, and that sufficient documentation exists in the form of receipts, invoices, bills, etc. to verify the items to be reimbursed and the reasonableness of the cost for said items. b.consumer Price Index ("C.P.I."): shall mean the Consumer Price Index for all urban consumers; all items indexed (C.P.1.-U.) for the New York, New Y ark/northeastern New Jersey area (1982-4=100), by the United States Department of Labor, Bureau of labor Statistics. In the event the index shall hereafter be converted to a different

5 5 standard reference base or otherwise revised, the determination ofthe increase shall be made with the use of conversion factor, formula or table for converting the index as may be published by the Bureau of Labor Statistics. In the event the index shall cease to be published, then for the purpose of this MOU there shall be substituted for the index such other index as the DPR and DEP shall agree upon. 1. DPR's Rights and Responsibilities: a. DPR shall use its best efforts to secure approval of the License Agreement, authorizing and directing FTMNY to perform the Temporary Course Work in accordance with this MOU. b. The License Agreement shall provide as follows: i. FTMNY shall perform the Temporary Course Work in accordance with plans and specifications approved by DPR and DEP. ii. FTMNY shall solicit and deliver to Parks competitive bids from not less than three (3) industry professionals and shall select the lowest responsible bidder, subject to Parks approval, not to be unreasonably withheld, or delayed. A Vendex name check shall be performed for the successful bidder. DPR's disapproval of the successful bidder shall be deemed reasonable if the successful bidder fails the Vendex background check. iii.dpr shall monitor performance of the Temporary Course Work by FTMNY and shall require FTMNY to use its best efforts to ensure that such Temporary Course Work is performed in the most expeditious. and cost-effective manner.

6 6 iv.ftmny shall maintain complete and accurate books and records of all costs incurred in performing the Temporary Course Work and shall make such books and records available for inspection by DPR and DEP upon demand. v. FTMNY shall report any proposed expenditure in excess of Fifty Thousand Dollars ($50,000) (a "Significant Expenditure") to Parks (with copy to DEP), at least five (5) days prior to incurring the expenditure for approval not to be unreasonably delayed, conditioned or withheld, unless the individual expense is part of a larger project expenditure, the total of which has been previously reported to DPR. vi. FTMNY shall be required to vacate all of the areas designated in Exhibit C annexed hereto not later than November I, vii.in the event FTMNY defaults in the observance or performance of its obligations as described above, and such default continues for more than five (5) days following written notice from DPR to FTMNY, DPR shall: (I) From the monies available pursuant to this MOU and as provided for in the License Agreement, deduct from the security deposit or deduct from any funds to be advanced to FTMNY an amount as set forth in Schedule A annexed hereto as liquidated damages for the number of days the default continues as damages sustained by the City by reason of delays incurred in completing the DEP Work.

7 7 (2) If directed to do so by DEP, cause a cease and desist notice to be sent to FTMNY requiring that FTMNY, its contractors, agents and employees to: (I) (II) Cease and desist from any further work; Vacate all areas under its jurisdiction and control; (III) Surrender the areas set forth in Exhibit C armexed hereto within the time set forth in the cease and desist notice and relinquish those areas to DEP for its full use and occupancy. vn. In the event a cease and desist notice is issued: (I) FTMNY shall be paid for any work which has been satisfactorily completed and revenue lost prior to the date of the notice less applicable liquidated damages; and (2) DPR shall appoint DEP as its authorized agent to complete the Temporary Course Work that would have been completed ifftmny had not defaulted. viii. DPR shall strictly enforce compliance by FTMNY with the foregoing provisions, enumerated in clauses (i) through (vii) above, as incorporated into the License Agreement and the enforcement of the provisions enumerated in clauses (i) through (vii) above. 2. DEP's Rights and Responsibilities: a. Reimbursement for Costs of Temporary Course Work:

8 8 DEP shall reimburse FTMNY for all actual and reasonable costs incurred by FTNY in an amount not to exceed Six Million Five Hundred Thousand Dollars ($6,500,000) in the aggregate, for performance of the Temporary Course Work as set forth herein unless good and sufficient reason has been presented to and approved by DPR and DEP to increase said amount. b. Within thirty days of the execution of this agreement, FTMNY shall submit to DPR (with a copy to DEP) an invoice setting forth a reasonable estimate of the funds needed and expected to be disbursed for construction of the Temporary Course Work during the first quarter of the Operating Year (as defined in the License Agreement) following the registration of the License Agreement with the Comptroller of the City of New York, with a break-out, in reasonable detail, of how the funds are expected to be applied. If the invoiced amount is, after review by DPR and DEP, determined by DPR with DEP's concurrence to be reasonable, DEP shall advance the invoiced amount to FTMNY within sixty days of registration of the License Agreement. For each succeeding quarter, FTMNY shall submit a similar invoice and break -out setting forth the funds needed and expected to be disbursed during each of those quarters at least fifteen (15) days before the commencement of each such quarterly period. If the invoiced amount is, after review by DPR and DEP, determined by DPR with DEP's concurrence to be reasonable, then such invoiced amount shall be advanced to FTMNY within thirty (30) days of the date set forth in the invoice. c. All funds advanced hereunder shall be deposited in an interest bearing account entitled: "Citv Funds for Payment oftemporarv Course Work for the Mosholu Golf Course in Van Cortlandt Park, Bronx, New York". The funds shall be exclusively used to pay for

9 9 the reasonable and necessary costs of the Temporary Course Work as hereinafter set forth. Any interest earned or to be earned on the funds shall be credited annually to the City and the interest earned shall be deducted from the amount invoiced for the next quarter or any succeeding quarter, DPR shall require that FTMNY comply with the section 6.2 (d) of the License Agreement with respect to the terms and conditions for the deposit, accrual of interest and restrictions and limitations on use of the funds. d. Within thirty days of the end of each Operating Year, FTMNY shall submit a financial statement, verified by an officer of FTMNY, setting forth the funds received, interest earned, and amounts spent during the preceding Operating Year on the Temporary Course Work, together with reasonable back-up substantiating the expenditure of such funds. In the event that the funds spent by FTMNY in any Operating Year on the Temporary Course Work are less than the funds advanced by DEP plus accrued interest for that Operating Year, then the next quarter's funding request will be reduced by the excess amount. In the event that FTMNY spent more in any Operating Year on the Temporary Course Work than what DEP advanced plus accrued interest for that Operating Year, than DEP will make up the shortfall by adding the additional funds to the next quarter's funding request. At the end of each quarter, and at the end of the Operating Year, FTMNY shall provide DPR with a copy to DEP of all necessary back-up documentation such as invoices, receipts, cancelled checks, vouchers, contracts, subcontracts ledgers, statements, accounts to support any costs incurred for the Temporary Course Work., interest accrued and other supporting documentation requested by Parks. DEP shall review the supporting documentation and FTMNY shall be promptly notified of any item that is disputed and the basis for DPR'S and/or DEP's objection.

10 10 DPR shall consult with DEP and FTMNY in an effort to resolve the dispute within fifteen ( 15) days of the notice of dispute and any funding adjustments will be made to the next quarter's advance as set forth above. A similar financial statement shall be delivered by FTMNY within thirty (30) days of the expiration of this MOU or the expiration or termination of the License Agreement, covering the period from the end of the preceding Operating Year to the date of such expiration or termination. Adjustments shall be made in favor of DEP or FTMNY in respect of amounts advanced by DEP for Temporary Course Work plus accrued interest, and amounts spent by FTMNY on Temporary Course Work, during such period, in the same manner as adjustments are made under this paragraph (d) at the end of the Operating Year, and a final adjustment shall be paid promptly to either DEP or FTMNY, as the case may be.. e. Reimbursement for Lost Revenue from DEP Work: i.contemporaneously with the execution of this Memorandum of Understanding, DPR shall deliver to DEP a letter attesting to the reasonableness offtny's revenue projections as set out in Exhibit A-2 of the License Agreement. ii. FTMNY shall be reimbursed by the City on a quarterly basis (on January I, April I, August I and October I of each Operating Year) for FTMNY's lost revenue that is directly related to the Temporary Course Work and the DEP Work, subject to this section as well as the terms and conditions of the License Agreement to which this MOU is attached as Exhibit H. iii. FTMNY shall be reimbursed in accordance with this MOU solely for the Operating Years or portion thereof during which the DEP Work continues and until the earlier of (i) the date the DEP Work is completed as determined by the City and the Licensed

11 11 Premises restored to its final configuration as agreed upon by DPR and DEP, or (ii) the expiration or earlier termination date of the License Agreement. iv. The following approved projections are annexed hereto as Exhibit A2 to the License Agreement: (i) FTMNY' s anticipated Gross Receipts projected for the operation of the Licensed Premises during each of the Operating Years if it was not modified as contemplated hereby and ifdep was not engaged in the DEP Work for such Operating Year ('~Eull~Projected:Gr.oss-~]lts'')dii) FTMNY's projected O]Jerational = ~ savings during each of the Operating Years as a result of the operation of the Licensed Premises once modified as contem]llate_d.hereby, and with DEP engaged ~ in the DEP Work for such Operating Year ("Operational Savings"); (iii) fh,fny's anticipated Gross Recei]Jts JlroJected for the operation of the Licensed Premises during each of the Operating Years once modified as contemplated hereby, and with DEP engaged in the DEP Work for such Operating Year ("Modified Projected Gross Receipts"); and (iv) the shortfall in projected gross receipts from operation of the Licensed Premises during each of the Operating Years (the difference between (i) and the sum of (ii) and (iii) above for such Operating Year ("Gross Receipts Shortfall"). The Gross Receipts Shortfall for each Operating Year as set forth in Exhibit A2 shall be used as the basis for reimbursement to FTMNY for lost revenue resulting from the Temporary Course Work as contemplated hereby, and from the performance of the DEP Work in constructing the Croton WTP at the Mosholu Site. v. In each Operating Year, each quarterly payment shall be an amount equal to onefourth (',4) of the Gross Receipts Shortfall for such Operating Year as set forth in Exhibit A2 less any liquidated damages assessed against FTMNY pursuant to this

12 12 MOU or other adjustment as set forth in the License Agreement and deemed necessary by DPR, and the payments shall be made within forty-five (45) days of the beginning of each quarter. vi. As a condition for payment, FTMNY shall within fifteen (15) days of the beginning of each quarter certify in writing that actual Gross Receipts for the preceding quarter is not equal to or greater than the Full Projected Gross Receipts for that same period (for purposes of such certification, it shall be assumed that FTMNY's Full Projected Gross Receipts earned in operating the Golf Course and Driving Range during each Operating Year is earned in four equal quarterly amounts). Within thirty (30) days of the end of each Operating Year, FTMNY shall submit a financial statement signed and verified by an officer of FTMNY setting forth a recapitulation of the actual Gross Receipts for that Operating Year compared to the Modified Projected Gross Receipts for that Operating Year. vii. In the event that the actual Gross Receipts for the preceding Operating Year is greater than the Modified Projected Gross Receipts for that same period (hereinafter "the Excess Amount" or Excess), then the City shall be credited with such Excess and said Excess shall be deducted from the next succeeding quarterly payment or in the event that the License Agreement or this MOU has expired or is terminated, the Excess shall be promptly refunded to the City. In the event that the actual Gross Receipts for any Operating Year is less than the Modified Projected Gross Receipts for that same period ("the Shortfall"), then such Shortfall shall be made up by adding the amount of the Shortfall to the next succeeding quarterly payment.

13 13 vm. The reimbursement provided for in this MOU shall constitute the sole obligation of the DEP and the City to compensate FTMNY for lost revenue attributable to the Temporary Course Work as contemplated hereby and the performance of the DEP Work. ix. Except as provided for in subdivision c below, DEP shall not be responsible for any lost revenue incurred by FTMNY should the Mosholu Site not be selected as the site for the Croton WTP or should FTMNY fail to comply with the terms and conditions of this MOU. e. Reimbursement for Lost Revenue from Subsurface Investigation Related to Design Work: DEP shall reimburse FTMNY in the amount of Three Thousand Dollars ($3,000.00) in lost revenue sustained by FTMNY, which is directly related to the interruption of FTMNY's business as a result of the temporary closing of the Golf Course to permit subsurface geotechnical or environmental investigation of the Golf Course fairways, driving range and greens. Said reimbursement for subsurface investigations shall be paid to FTMNY by DEP whether or not the Mosholu Site is finally selected as the site for the Croton WTP. In the event that the Mosholu site is not selected as the site for the Croton WTP, then DPR shall give FTMNY a credit against License fee payments due to DPR in accordance with the existing License Agreement and DEP will reimburse DPR in like amount. If the Mosholu site is selected, the amount of the lost revenue shall be paid in one lump sum within (60) sixty days of the registration of the License Agreement with

14 14 the Office of the City Comptroller and submission of documentation satisfactory to DPR r anddep. _B.eimbursement for Lost Revenue from Non-Renewal of License Between DPR and ~ntifiore Hospital: If the Mosholu Site is selected, DPR shall not renew the license with Montifiore Hospital for Montefiore's exclusive use and occupancy of the Shandler Recreation Area ("the Area") as a parking lot. Thereafter, DPR shall ensure that the Area is open to the public for parking and remains open to the public for parking until the earlier of (i) the date the DEP work is completed and the Golf Course restored to its final configuration as agreed upon by DEP and DPR, or (ii) the date FT11NY's concession to operate the Golf Course expires or is terminated. Within thir;!j (:!Q~ after the clo~each Operating-Year,.=~ DPR shall submit to DEP an invoice setting forth the rent due during such preceding Operating Year that is directly related to the non-renewal of the license with Montefiore Hospital. The calculation of the rent due shall be based on the same yearly rent that was in effect for said Area immediately prior to the non-renewal of the license (hereinafter the "Yearly Rent"), with annual increases in accordance with increases in the C.P.I. For purposes of calculating any increase in the amount of rent due as a result of an increase in the C.P.I., the C.P.r. for calendar year 2004 shall be considered the base year. In no event shall such amounts be adjusted downward. In the event that DEP provides DPR at least six months written notice prior to the date when its use and occupation of the parking lot shall cease, DEP's obligation for lost rent from non-renewal of the license shall cease six months after the date of such notice is received by DPR.

15 15 4. The term of this MOU will be five years from the date of the final execution of this MOU, provided that ifdep has not completed the DEP Work at the expiration of the term of this MOU, the MOU shall automatically renew at the option ofdep and DPR for an additional term sufficient for DEP to complete construction of the Croton WTP but not to exceed an additional five (5) years. Notwithstanding anything to the contrary in the foregoing, the term of this MOU shall automatically expire at such time as DEP has fully reimbursed (I) DPR for lost revenue for the non-renewal of the License between DPR and Montefiore Hospital and (2) FTMNY for all Temporary Course Work and lost revenue attributable to modification of the Golf Course contemplated hereby and lost revenue from the DEP Work, all in accordance with the terms of this MOU. 5. Should the License Agreement between DPR and FTMNY be terminated, DPR will use its best efforts to procure a successor licensee to operate and maintain the Mosholu Golf Course and Driving Range and DEP and DPR will work cooperatively to agree on terms and conditions that will enable the successor licensee to operate and maintain the Mosholu Golf Course and Driving Range consistent with this MOU. 6. (a) For purposes of this section 6, the following terms shall have the respective meanings assigned to them below: "Alienation Legislation" shall mean Chapter 175 of the Laws of2003 of the State of New York, approved and effective July 22, "Temporary Alienation Lands" shall mean all those lands identified in Section 4 of the Alienation Legislation. "Permanent Alienation Lands" shall mean all those lands identified in Section 3 of the Alienation Legislation. "Alienation Lands" shall mean, collectively, the Temporary Alienation Lands and the Permanent Alienation Lands.

16 16 (b) Anything herein to the contrary notwithstanding, DEP and DPR agree that if the Mosholu Site is selected as the City's preferred site for the Croton WTP: (i) To the extent FHvlNY fmds it necessary to use or occupy any of the Alienation Lands prior to November 1, 2004, for purposes of performing Temporary Course Work or for any other purpose, it shall vacate all such Lands by November I, 2004; (ii) Anything in the License Agreement to the contrary notwithstanding, (x) DEP shall have jurisdiction over the Temporary Alienation Lands during the construction of the Croton WTP. Upon completion of construction, jurisdiction over such lands shall be returned to DPR. (y) DEP shall have ongoing jurisdiction over the Permanent Alienation Lands both during and after construction of the Croton WTP. DEP shall retain such jurisdiction unless and until it determines otherwise, and the execution of a Memorandum of Understanding permitting DPR to operate and maintain a new permanent driving range and a new permanent golf course clubhouse on a portion of the Permanent Alienation Lands, as contemplated by paragraph (c) below, shall in no way limit or detract from the retention of such jurisdiction by DEP or be deemed to make any of the Permanent Alienation Lands parklands. (c) If the Mosholu Site is selected as the City's preferred site for the construction of the Croton WTP, upon completion of construction of the WTP, DEP shall fund the construction, by DPR or by an agent or licensee designated by DPR, of the following facilities on a portion of the Permanent Alienation Lands: a new permanent driving range in the vicinity of the existing driving range which is to be closed for purposes of constructing the WTP, and a new, permanent golf course clubhouse to replace the existing clubhouse which is to be closed and demolished for

17 17 the same purpose. Such new permanent driving range and new permanent clubhouse shall be in a design to be agreed upon by DEP and DPR, and shall be constructed at locations and in accordance with plans and specifications approved by DEP. Such facilities will be managed, operated and maintained by DPR or a licensee approved by DPR. DEP and DPR will negotiate and enter into a separate Memorandum of Understanding reflecting the foregoing, which shall also provide that no other public usage may be made of the Permanent Alienation Lands without the express written approval ofdep, and that the operation and maintenance of the new permanent driving range and clubhouse shall not be deemed to make any portion of the Permanent Alienation lands parklands. (d) Title to any improvements made by FTl\1NY to the Golf Course on lands not constituting Alienation Lands shall be vested in, and shall be under the jurisdiction of, DPR. (e) The License Agreement shall incorporate the foregoing provisions. 7.All notices required or permitted hereunder shall be delivered to the following addresses: If to DPR: New York City Department of Parks & Recreation The Arsenal Central Park New York, New York Att: Joanne Imohosen Assistant Commissioner for Revenue With a copy to: New York City Department of Parks & Recreation The Arsenal Central Park New York, New York Att: General Counsel

18 18 If to DEP: New York City Department of Environmental Protection Junction Boulevard, 19th floor Flushing, New York Attention: Richard Friedman, Esq. Director of Environmental Policy All invoices shall be sent to: New York City Department of Environmental Protection Bureau of Environmental Engineering Horace Harding Expressway Corona, New York Art: Francis Lo, Fifth Floor, Lo-Rise With a copv to: New York City Department of Environmental Protection Junction Boulevard, 19'h Floor Flushing, New York Attention: General Counsel 8. This instrument may be signed in counterparts, all of which when taken together shall

19 19 9. constitute a single instrument. IN WITNESS WHEREOF, the parties have executed this MOU as of the date on the first page hereof: NEW YORK CITY DEPARTMENT OF PARKS & RECREATION By: x:.~_, ;:< -~ 6. - Liam Kavanagh Commissione Dated:._&"" -1-~--'--- NEW YORK CITY DEPARTMENT OF EVIRONMENTAL PROTECTION By: M~DU~ Mark D. Hoffer General Counsel Dated: "6 /9/o4 I j

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21 21 EXHIBIT B SCOPE OF TEMPORARY COURSE WORK Temporary Course Work to be Performed by The First Tee of Metropolitan New York The First Tee of Metropolitan New York (FTMNY) will perform the Temporary Course Work necessary to establish a base of operation of the golf course facilities at an area of Van Cortlandt Park adjacent to the existing course. The Temporary Course Work shall consist of the following: A temporary golf clubhouse will be erected in an area of the park immediately north of the existing 9 tee. A new fence and gate will be installed in this area to provide separate access to the course during the construction. An existing paved path from the entrance road to the Shandler Recreation Area will be widened to provide one-way vehicular access to and from the clubhouse. A parking area for golfers will be established using another existing path adjacent to the clubhouse location. Pedestrian access from the Woodlawn Subway Station north to the golf clubhouse and to the Shandler Recreation Area will be maintained by clearing an existing overgrown walking trail that runs north parallel to Jerome Avenue. FTMNY will also improve an existing comfort station adjacent to the picnic area and connect to utilities already in the park. Modifications to the golf course, necessitated by the construction of the WTP, will be made to provide 9 holes of golf to the public by developing some new teeing areas and putting greens. A reduced size driving range will be constructed in the area of the current 9th fairway. A new maintenance facility will be constructed nearby the existing buildings, outside of the construction area. This facility will serve as the permanent maintenance building when the construction is complete and the WTP is in operation. A new connection to the City's water distribution system will be made to provide a supply to the portions of the existing irrigation system that will remain in place.

22 22 EXHIBITC AREAS TO BE VACATED BY FTMNY BY NOVEMBER 1, 2004 AS SHOWN ON Exhibit A Driving Range Practice Putting Green Clubhouse Maintenance Shed Parking Lot Footpaths Any and all areas within the footprint of The Croton WTP as set forth in the attached site plan

23 SCHEDULE A LIQUIDATED DAMAGES Five Thousand Dollars ($5,000.00) per day or part thereof for the first thirty (30) days. Seven Thousand Dollars ($7, ) per day or part thereoffor days thirty-one (31) through sixty (60). Ten Thousand Dollars ($10,000) per day or part thereof for days sixty one (61) and beyond.