80 FLATBUSH AVENUE LLC

COMMUNITY BENEFITS AGREEMENT

A. The PROJECT shall not include loading docks or loading bays on State Street.

B. 80 Flatbush Avenue LLC (“80 FLATBUSH”) will comply with the following

controls on deliveries and trash collection for the PROJECT:

1) Retail deliveries or pickups shall be prohibited on State Street so long as

unloading on Flatbush Avenue is permitted by law.

2) The Phase 1 building for the PROJECT will include an internal service

corridor accessible to the school and the Phase 1 tower, which will provide for egress onto Flatbush

Avenue for loading/unloading.

3) Retail/office trash collection for the PROJECT (by private carter) will be

prohibited on State Street; 80 FLATBUSH will include provisions in all retail/office leases

requiring retail/office trash collection to occur on Flatbush Avenue so long as permitted by law.

4) Residential trash for Phase 1 of the PROJECT (collected by the New York

City Department of Sanitation) will be placed by building management at the corner of Flatbush

and State Street to limit any disruption to State Street residents.

C. 80 FLATBUSH will design all buildings for the PROJECT to be devoid of graffiti

or murals on the State Street facade.

D. 80 FLATBUSH will meet with the 400 & 500 State Street Block Association (the

“ASSOCIATION”) monthly during the PROJECT design process to solicit input and update

residents on material choices for the State Street façade. The ASSOCIATION may designate a

representative to participate in Community Advisory Group meetings, which take place every

other month. In addition, 80 FLATBUSH will meet with the ASSOCIATION representative as

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required once in each month when the Community Advisory Group does not meet. Such meetings

shall be arranged through the DESIGNATED PETITIONER, Michelle Itkowitz.

E. 80 FLATBUSH will have a full-time project manager on call 24 hours a day, 7 days

a week during construction, and a dedicated hotline available for neighbors to notify 80

FLATBUSH of construction issues that may arise, including but not limited to lighting, safety,

rodent infestation, and worker conduct. PETITIONERS promise to only call the hotline, during

after hours and/or on weekends. In the event of an emergency.

F. A crane safety and protection plan will be prepared by the selected crane operator

and the PROJECT’s construction manager. 80 FLATBUSH will disclose this plan to

PETITIONERS through the DESIGNATED PETITIONER, prior to the erection of the crane.

G. 80 FLATBUSH will comply with all measures required by the portion of the New

York City Department of Environmental Protection’s (“DEP’s) Construction Dust Rules

regulating construction-related dust emissions during construction of the PROJECT. To minimize

dust emissions from construction activities, 80 FLATBUSH will implement the following

measures during construction of the PROJECT:

1) Stabilized truck exit areas will be established for washing off the wheels

of all trucks that exit the PROJECT SITE.

2) Truck routes within the PROJECT SITE will be either watered as needed

or, in cases where a route would remain in the same place for an extended duration, that route

will be stabilized, covered with gravel, or temporarily paved to avoid the resuspension of dust;

3) All trucks hauling loose material will be equipped with tight-fitting

tailgates and their loads securely covered prior to leaving the PROJECT SITE;

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 4) Water sprays will be used during demolition, excavation, and transfer of

soils to ensure that materials are dampened as necessary to avoid the suspension of dust into the

air; and

5) Loose materials will be watered, stabilized with chemical suppressing

agents, or covered.

H. 80 FLATBUSH will conduct continuous, real-time air quality monitoring for dust

conditions during all ground intrusive and soil disturbance activities required for construction of

the PROJECT. A plan for air monitoring will be prepared with review and consultation with

PETITIONERS through the DESIGNATED PETITIONER. PETITIONERS shall be notified of

air monitoring results on a weekly basis through the DESIGNATED PETITIONER.

I. All construction activities required for the PROJECT will comply with the

requirements of the New York City Noise Control Code (Title 24, Chapter 2 of the Administrative

Code of the City of New York) for construction noise control measures.

J. Construction will not take place on Sunday, except for safety related maintenance,

limited and time-sensitive activities including equipment loading, and hoist and crane installations

and jumps.

K. 80 FLATBUSH, in consultation with PETITIONERS through the DESIGNATED

PETITIONER, will (a) develop a plan for implementation of, and (b) thereafter implement, noise

minimization measures for all construction activities related to the PROJECT including but not

limited to noise shields, barriers and insulation. 80 FLATBUSH will include enforceable

provisions in the contracts of all relevant contractors and subcontractors requiring implementation

of these provisions with respect to applicable work for the PROJECT.

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 L. In accordance with DOB requirements, a program for control of rodents from

construction-related activities shall be developed, in consultation with PETITIONERS through the

DESIGNATED PETITIONER. The program will be implemented during PROJECT construction.

80 FLATBUSH will include enforceable provisions in all contracts relating to all relevant

contractors and subcontractors requiring implementation of these provisions with respect to

applicable work for the PROJECT.

M. In consulation with PETITIONERS through the DESIGNATED PETITIONER, a

tree protection plan will be developed in compliance with all New York City Department of

Transportation (“DOT”) and Department of Parks and Recreation (“DPR”) requirements, and will

be implemented.

N. 80 FLATBUSH will refrain from pile driving throughout the entire course of

construction.

O. 80 FLATBUSH, in consultation with PETITIONERS through the DESIGNATED

PETITIONER and in coordination with DOT, will implement a transportation monitoring plan

(“TMP”) during construction of the PROJECT (as well as during operation of the completed

PROJECT). The TMP will include all locations where significant adverse transportation impacts

were identified for, respectively, the construction and operational phases in the Final

Environmental Impact Statement prepared for the PROJECT.

P. 80 FLATBUSH will share with PETITIONERS through the DESIGNATED

PETITIONER, foundation plans and reports on geotechnical testing conducted for the PROJECT,

after DOB issues the first permit for construction of a new building on the PROJECT SITE.

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 Q. 80 FLATBUSH will provide adequate nighttime lighting on the PROJECT SITE,

including but not limited to lighting on sidewalk sheds. 80 FLATBUSH will consult with

PETITIONERS through the DESIGNATED PETITIONER about the adequacy of lighting.

R. 80 FLATBUSH will use its best efforts to make sure that PROJECT workers will

be good neighbors, and that they will avoid sitting on stoops in front of PETITIONERS’ homes,

harassing pedestrians, including but not limited to women, and playing music that is audible

beyond the confines of the PROJECT SITE.

S. 80 FLATBUSH will use its best efforts to maintain the cleanliness of the street of

the 500 Block of State Street and 90 feet down the 400 Block of State Street from the corner of

State Street and Third Avenue.

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