RESOLVED by the Board of Directors of Roosevelt Island Operating Corporation of the State of New York as follows:

WHEREAS, on November 9, 1989, RIOC determined under the State Environmental Quality Review Act ("SEQRA") and the implementing regulations of the New York State Department of Environmental Conservation ("Part 617 Regulations") to act as lead agency in connection with the Project; and

WHEREAS, on May 10, 1990, the Directors approved the Final Environmental Impact Statement ("May 1990 FEIS") for the development and authorized its filing and distribution under applicable law; and authorized a public hearing on the proposed amendments, as revised, to the General Development Plan (GDP); and

WHEREAS, at a duly noticed public hearing on May 31, 1990, comments were heard on the May 1990 FEIS and also on proposed revisions to the GDP amendments; and

WHEREAS, on June 14, 1990, the Directors adopted certain written findings supported by a statement of the facts and conclusions in connection with the May 1990 FEIS as required by SEQRA (the "Findings Statement"); and

WHEREAS, RIOC made revisions to the proposed amendments to the General Development Plan based upon changes to the Project or reflecting revisions made in response to such comments; and

WHEREAS, a Future Focus Workshop was held on October 19 & 20, 1995, and public forums on Roosevelt Island were held on December 18, 1996, April 10, 1997, May 12, 1997, September 18, 1997, November 4, 1998, November 10, 1998 and March 16, 1999;

WHEREAS, on April 10, 1997, the Directors authorized RIOC to conditionally select The Related Companies, L.P.  and The Hudson Companies Incorporated to jointly prepare a revised plan and project for the Southtown site on Roosevelt Island; and

WHEREAS, RIOC has reviewed and considered the Southtown Project Comparison of Design/Environmental Impacts of the 1990 FEIS Project with the 1999 Modified Program, prepared by Allee, King, Rosen & Fleming, Inc., Environmental and Planning Consultants dated April 6, 1999, and concurs with their analysis and conclusions that the changes made to the Project and the proposed amendments since preparation of the May 1990 FEIS, would not result in any new or substantially greater significant adverse environmental impact;

NOW THEREFORE, IT IS HEREBY:

RESOLVED, that SEQRA anticipates that projects may change over a period of time.  The Southtown Project Comparison of Design/Environmental Impacts of the 1990 FEIS Project with the 1999 Modified Program, has compared all of the differences between the 1990 Plan and the Revised Roosevelt Island Southtown Plan and Project, and that upon said comparison of the impacts it is found that :

(i)Traffic, Project Size, Historic Building, Visual Impacts and Population Growth are very similar (ii) The number of Dwellings, Use Mix, Noise, Short Term Construction Impacts, Historic Building Demolition, and Worker/Resident Exposure to onsite Contamination are the same (iii) That Impacts such as The Need for Expanded Parking Garage, School and Library, Reduced Building Heights, More Open Space and Phased Construction Approach have been slightly reduced and (iv) The Potential Archaeologic Impacts to the Former Maternity Hospital Foundation may be different.  However, the foundation is not expected to be present and if it is, an archeological survey will be conducted; and be it further

RESOLVED, that the Revised Roosevelt Island Southtown Project shall maintain some form of mixed market rate affordable housing substantially consistent with the General Development Plan as amended on May 10, 1990; and be it further

RESOLVED, that based upon the Southtown Project: Comparison of Design/Environmental Impacts of the 1990 FEIS Project with the 1999 Modified Program, prepared by Allee, King, Rosen & Fleming, Inc., Environmental and Planning Consultants, dated: April 16, 1999 (attached hereto), RIOC finds that the modifications of the Project will not change the Project nor have the conditions changed in a way which would create a significant environmental impact not previously or inadequately addressed in the May 1990 FEIS and that no Supplemental Environmental Impact Statement or further publication, filing or circulation is necessary in connection with the changes made since the May 1990 FEIS was prepared; and be it further

RESOLVED, that the Revised Roosevelt Island Southtown Plan and Project are hereby approved; and be it further

RESOLVED, that the Related Companies, L.P.  and the Hudson Companies Incorporated, (collectively, "Developer") are hereby designated as Developer for the Southtown Project and that the Plan and Project for approximately 2000 units submitted to the Board dated April 20, 1999 be hereby approved; and be it further

RESOLVED, that the President/Chief Operating Officer is hereby authorized to negotiate a lease agreement, to be executed by the Chairman of the Board, under the terms and conditions substantially set forth in the attached agreements dated September 15, 1998, April 4, 1998 and September 2, 1999 for Phases I and II consisting of approximately 800-1,000 units of housing between RIOC and the Developer; and be it further

RESOLVED, that the President/Chief Operating Officer is hereby authorized to take such actions and execute such agreements as he deems necessary to expend up to $4,560,000 as estimated in the materials attached hereto, for infrastructure costs and to effectuate the foregoing, provided that: (i) no more than $725,000 be expended prior to receipt of the funds from New York City Department of Environmental Protection (DEP) as reimbursement for the certain seawall costs associated with the construction of Water Tunnel #3 and (ii) no more that $1.16 million above the reimbursement from DEP be expended by RIOC for infrastructure, unless additional funds are secured for such purposes from the private sector.

RESOLVED, that this resolution shall take effect immediately.

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