ANNUAL REPORT FY 2012CONNECT EDUCATE IMPACT

ULI adds value for members and communities by connecting, educating and making an impact.

ULI Houston hosted the 10th Anniversary ULI / Gerald D. Hines Student Urban Design Competition. About 140 teams from 64 universities in the US and Canada, a total of 695 students envisioned new life for the old Main Post Office downtown.

I am also excited to begin my first term as ULI Trustee, joining fellow Trustees Tom Owens and Bahram Motamedian, both with Hines. ULI Trustees serve as the voice of the broad and diverse membership in substantive matters facing ULI in the execution of its mission. Trustees also elect the ULI Chairman, the ULI Board of Directors, Life Trustees, the ULI Foundation Board of Directors, and the Foundation Chairman. I encourage your input as I work with the Trustees to frame the broad direction and agenda of ULI.

Sincerely,

Jonathan H. BrinsdenExecutive Vice President, Chief Operating OfficerMidwayULI Houston Chair, 2011-2012

MAKING A DIFFERENCEFrom the desk of Outgoing Chair, Jonathan Brinsden

Volunteering on behalf of better development and better communities is rewarding, even when it happens behind the scenes. But this year, ULI’s good deeds did not go unnoticed. As you read through this report, you will see the wide variety of ways ULI—a phenomenal group of leaders— is making an impact and being recognized.

It is fitting that a big, bustling, growing and thriving place like Houston, Texas is home to an equally robust and successful ULI District Council.

I proudly hand the chairmanship over to my good friend and dedicated ULI leader, Greg Erwin, Co-Chair of Winstead’s Real Estate Development & Investments Practice Group. ULI Houston is in very good hands.

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Photo Credit: Photographers name

ULI Technical Assistance Program presentation “Transit-Oriented Transformation of the Near Northside”

“I thoroughly enjoyed the process. The TAP panel and staff ranks with the best groups that I have worked with.”

Chuck Perry, Managing Partner - Perry RoseULI TAP Panel Chair

“The Panel did an excellent job. The presentation was very thoughtful in its approach and reflected the community input very nicely. Congratulations to you and your staff on an amazing success.”

Dr. William V. Flores, PresidentUniversity of Houston-Downtown

• Honored best practices outside the Beltway and around the region.

• Awarded development that breaks new ground, and brought industry thought leaders into conversation.

• Was awarded the first national meeting to be held in Houston since 1992 — the ULI Spring Meeting, 2015.

• Invested in the next generation by supporting Young Leaders, graduate real estate students and faculty.

• ULI veterans put their expertise and wisdom to work for the public good through Technical Assistance Panels.

• Gave back by serving one of the most under-served communities in Houston.

• Welcomed three ULI Trustees from Houston to ULI global leadership.

HIGHLIGHTSFiscal Year 2012

Leaders and organizations recognize ULI’s ability to bring technical expertise and real-world experience to tough challenges — and they are seeking our involvement.

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Partnership with the Real Estate Center at Texas A&M University propels the annual Economic Forecast Conference presented by Jones Lang LaSalle Capital Markets to the forefront of “must attend” industry events. Monthly programs bring local and national thought leaders together to address issues of concern and advance leading-edge development practices.

ULI CONNECTSULI Connects real estate industry and community interest groups through programs that attract a broad spectrum of leaders focused on building better places.

ULI celebrated best practices in development outside the Beltway, taking Suburban Marketplace to Sugar Land, thanks to our friends at Planned Community Developers, the City of Sugar Land, Mayor Jimmy Thompson, and with the tremendous leadership of Doug Goff, of The Johnson Development Corp. Suburban Marketplace 2012 was a huge success, and the perfect opportunity to salute Mr. Roger Galatas for defining what “best practices” really mean.

ULI Suburban Marketplace project tours, expert panels, and keynote from Robert McLeod, CEO

of Newland Real Estate Group, focused on best practices and real-world lessons learned.

Photo by: Thomas Behrman

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• Evolving Uptown: Keeping Urban Districts Dynamic, Changing & Thriving

• What’s Next: Real Estate in the New Economy

• Urban Innovation Toolkit: Houston’s Historic Third Ward

Bill Odle, TBG Partners, Programs ChairLisa Chahin, Genesis Collaborative, Monthly Programs Chair • Global Marketplace: Houston at the

Gateway of Opportunity

• Breakfast with Mayor Parker: The Public Sector’s Role in Market-Driven Development Strategies

• Onsite at Upper Kirby: A Tour and Happy Hour at West Ave

• From Ellington to Galveston: Opportunities in the Gulf Freeway Corridor

PROGRAMS

ULI Houston was the nation’s first district council to bring the popular Marketplace event to suburban development. In 2012, Ft. Bend County was in focus.

Photo by: Thomas Behrman

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SPEAKERS ULI Houston was privileged to have such a diverse group of distinguished speakers throughout the year. We sincerely thank them for their time and dedication to our District Council.

Alan Arnold The Lionstone GroupLaura Bailey Capital OneKevin Batchelor HinesBruce V. Beahm, AIA PopulousPatty Bender Weingarten Realty InvestorsJohn Breeding Uptown Houston DistrictJamie Brewster Upper Kirby DistrictAntoine Bryant Planning Commission, City of HoustonChris Canetti Houston DynamoThe Honorable Susan CombsComptroller, State of TexasJim Constantine LRKStephen Costello Houston City Council MemberMatt Doffing Manhattan ConstructionThe Honorable Matthew DoyleMayor, Texas CityAlec Dreyer Port of Houston Authority

The Honorable Ed EmmettHarris County JudgeJohn FenoglioGrandbridge Real Estate Capital LLCTom Fish Jones Lang LaSalle Steve Flippo Anvil Bar & Refuge / The Hay Merchant / UnderbellyMarlene Gafrick Planning & Development, City of HoustonDr. Jim Gaines Real Estate Center at A&MJohn Garibaldi The Hanover CompaniesLance Gilliam UCR moodyrambin PAGEJeff Gray Grayco Partners LLCGuy Hagstette Buffalo Bayou PartnershipGlenn Hegar Senator, State of TexasNed Holmes Transportation Commissioner, State of TexasJoy Horak-Brown New Hope Housing, Inc.Andy Icken Chief Development Officer, City of HoustonBill Jameson WJ InterestsRev. Manson Johnson South East CDC, Holman Street Baptist ChurchJohn Kajander Texas Medical CenterJim Kollaer Kollaer AdvisorsKirk Laguarta, Land Advisor Organization

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John S. Landrum MHP InvestorsSteven Lerner Redstone Real EstateSue Lovell McCormack Baron SalazarErnesto L. Maldonado, AIA Glassman Shoemake Maldonado ArchitectsMaureen McAvey Urban Land InstituteRobert McLeod Newland Real Estate Group Bob Mitchell Bay Area Houston Economic PartnershipSteven L. Mueller Southwestern Energy CompanySteve Murdock, PhD Hobby Center for the Study of Texas / Sociology Professor, Rice UniversityTom Murray Toll Brothers GroupJohn Nash The Hanover CompaniesWayne Norden Near Northwest Management DistrictJim Noteware Noteware DevelopmentAnnise Parker Mayor, City of HoustonDan Pickering TPH &Co. Asset ManagementBen Pisklak Gables ResidentialCarleton Riser, Transwestern

Stephen M. Robinson Allen Boone Humphries Robinson LLPThomas M. Robson HOKTony Salazar McCormack Baron SalazarManuel “Manolo” Sanchez BBVA CompassJoshua Scoville HinesJohn Sedlak METROX. Simon Shen HinesKeith Simon Coventry DevelopmentGarrett Solomon Rockpoint LandChristof Spieler Morris ArchitectsThe Honorable James ThompsonMayor, Sugar LandMonique Ward METROElise Weatherall Wulfe & Co.Jeff Wiley Greater Fort Bend Economic Development CouncilTim Williamson Cadence BankReid Wilson Wilson Cribbs & Goren PCEd Wulfe Wulfe & Co.Scott Ziegler Ziegler Cooper Architects

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What’s Next: Real Estate in the New Economy-A members and annual sponsors only leadership roundtable looking forward to 2020held at the BBVA Compass Stadium. Photo by: Thomas Behrman

Opportunities in the Gulf Freeway Corridor - luncheon examined public + private sector

initiatives that are fueling new development in the Galveston Bay Area.

Photo by: Thomas Behrman

MEMBERS-ONLY EVENTS Adrienne Schwartz, Harrison Kornberg Architects, Co-ChairRuss Bynum, AECOM, Co-Chair

• Breakfast on the Bayou, with Guy Hagstette

• Montrose at the Crossroads, with Alan Arnold and Jim Koaller

DEVELOPMENT OF DISTINCTION AWARDS

Cortney Cole, HFF, ChairBeth Giles, Allen Harrison Company, Co-Chair

Honorees:• CITYCENTRE• Gulfgate Center• Mandolin Gardens Park• Market Square Park• Tellepsen Family YMCA• Harris County 1910 Courthouse• Wortham Theater Center

ULI + TEXAS A&M ECONOMIC FORECAST CONFERENCE “STAYING POWER: SUCCESS STRATEGIES FOR 2012 AND BEYOND”

James Tramuto, Jones Lang LaSalle Capital Markets, Co-ChairGary Maler, Real Estate Center at Texas A&M University, Co-Chair

SPORTING CLAYS FOR SCHOLARSHIPS

Jason Tramonte, STG Design, Co-ChairDavid Haynes, Wylie Consulting Engineers, Co-Chair

SUBURBAN MARKETPLACE: “FAST FORWARD: DEVELOPING DYNAMIC COMMUNITIES”

Doug Goff, Johnson Development Corporation, ChairRoger Galatas, Roger Galatas Interests, Honorary Chair

SPECIAL EVENTS

CITYCENTRE and Gulfgate Center took top honors in the For-Profit Category at the 2012 ULI Development of Distinction Awards

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• Trends in Workplace Design: Presented by PDR

• New Hope Housing and Brays Crossing Story

• Houston Dynamo Gets a New Stadium: City of Houston’s Perspective

• Holiday Party with Dynamo President Chris Canetti

• The State of the Capital Markets with John Fenoglio, co-hosted by Rice Real Estate Club

• Venue at Museum District: Insight and Tours with Jeff Gray

• Networking Happy Hour with NAIOP Developing Leaders

• BBVA Compass Stadium Hard Hat Tour

• Ashton Rice Village Hard Hat Tour

• BLVD Place, with Ed Wulfe and Elise Weatherall

YOUNG LEADERSMatthew Behrmann, Hines, ChairAnna Autin, Hines, Mentorship Co-ChairAnthony Marre’, Wilson, Cribbs & Goren, Mentorship Co-Chair

The 2012 Graduating Class of ULI Young Leader Mentorship Program, underwritten by Wells Fargo Foundation

“The opportunity to sit down with these young folks who are as bright as could be and share whatever wisdom I can, I actually found that I learned as much as they did in the process.” Brad Freels, Mentor CEO, Midway

“It is a great interaction and experience with somebody who is very successful in our industry. The things you can learn from just having an informal conversation with them is something you really wouldn’t pick up anywhere else.”Warren Hitchcock, Protégé Vice President, NorthMarq Capital

“The opportunities that are created by having people that are willing to share their experience with you really make a big difference in your ability to grow as a professional.”Richard Torres, BenefactorCommunity Affairs Manager, Wells Fargo Foundation

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Mentors passed along more than lessons learned, proving by track records the wisdom of conducting business with the highest integrity.

ULI thanks ULI Young Leaders Matthew Behrmann, Hines; Anthony Marre’, Wilson, Cribbs & Goren; and Anna Autin, Hines, and these outstanding Mentors for the Class of 2012.

• Brad Freels Midway

• David Hightower Wolff Companies

• Rusty Tamlyn HFF

• Tim Williamson Cadence Bank

• Tom Fish Jones Lang LaSalle Americas, Inc

ULI EDUCATESULI Educates people in a position to make things happen, providing objective and trustworthy information, lessons learned, and pragmatic, expert advice.

State, County and City leaders engaged in ULI programs in 2012. Texas Comptroller, Susan Combs and Harris County Judge, Ed Emmett led the headliners at the ULI + Real Estate Center at Texas A&M Economic Forecast presented by Jones Lang LaSalle. Houston Mayor, Annise Parker, joined us for a special breakfast and encouraged ULI members to bring her administration our good ideas.

The ULI / Gerald D. Hines Student Urban Design Competition invited the country’s most talented graduate students to envision a new future for the old Downtown Post Office site. Gerald Hines met with each team of finalists and reviewed their plans, an impactful experience for the participants.

Generously underwritten by Wells Fargo Foundation, the ULI Young Leader Mentorship Program teamed mentors at the top of their game with rising stars.

Mandolin Gardens Park, by Harris County M.U.D. No. 230, 2012 ULI Houston Development of Distinction Award Winner, Not-for-Profit Category

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Meanwhile, dedicated partners were working intently to bring needed resources to an underserved area of Houston, the historic Third Ward. Winning the largest ULI Foundation Urban Innovation Grant given to a single U.S. District Council, and matched by generous partners including Capital One, LISC, and the Houston Housing Authority, we brought new focus on a community with the potential for rebirth.

ULI IMPACTSULI Impacts communities by making a measurable, positive difference in cities and regions.

Close on the heels of the sold-out, headline-making ULI Development of Distinction Awards, followed an important technical assistance engagement that put ULI veterans to work for the public good. The results of that panel will shape the front door to our City, welcoming visitors from the world over. It was the first of three Technical Assistance Program panels (TAPs) conducted in 2012.

More than any other single effort of ULI, TAPs are arguably the best example of the ULI mission at work—respected industry leaders, giving of their time and insight to shape a better community.

ULI Urban Innovation Grant Partners asked stakeholders, “What do you want to

happen in the Third Ward?”

Photo by: Thomas Behrman

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• Created a vehicle for regular updates, starting with Annual Report issued each September. Use the mid-year and annual reports strategically to communicate depth, breadth and impact. Added the weekly ULI Houston Headlines e-newsletter to communicate local and statewide ULI news.

LOOKING FORWARD

In the coming year, ULI Houston will continue to refine messaging with better understanding of what members want. We will also engage a PR consultant to build momentum by continuing to raise visibility with strategic audiences.

PRIORITIESULI Houston priorities continue to be Communications, Public Sector Engagement, and Enhancing Member Value.

COMMUNICATION GOALS• Created a position for

communications on the management team. Sandra Porter, Director, Corporate Marketing & Business Development for Hines, became chair of a newly formed strategic communications steering committee. She assembled a team of top-flight marketing, communications, graphic design, and digital communications professionals.

• Created and launched greatly

improved web site Houston.ULI.org, mail campaign, and engaged Social Media consultant. Integrated new site with new ULI global platform. Leveraged social media. Built out online toolkit for community redevelopment.

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LOOKING FORWARD

In the coming year, ULI Houston will join Austin, North Texas and San Antonio in forming local ULI product councils focused on Urban Development, Mixed Use and Housing and Community Development. Membership is composed of public sector and private sector members. The councils will gather for a statewide meeting in San Antonio in September, the first of an annual statewide meeting of councils.

PUBLIC SECTOR ENGAGEMENT GOALS• Used ULI national / global

connections to Best Practices Case Studies to educate public sector. Engaged them in dialogue then involved them as members. Hosted a national forum on multifamily development. Continued to provide scholarships to meetings, complimentary memberships and admissions to ULI programs. ULI Houston public sector members are 13% of total membership.

• Capitalized on Rose Fellowship and good relationships with key public sector leaders as a model for ongoing engagement. Continued to build pride in our City/Region by fostering appreciation for what works and can be improved.

• Won ULI Urban Innovation Grant in Third Ward, with support and participation of: City of Houston Department of Housing & Community Development, Houston Housing Authority, Office of the Mayor, METRO, Gerald D. Hines College of Architecture at the University of Houston, Texas Southern University.

ENHANCING MEMBER VALUE GOALS

It funded $10,000 in Scholarships for UH, with 3 year pledge. Repeating event on Sept. 13, 2012.

• Provided a $10,500 internship for University of Houston Graduate Real Estate Student to work with ULI members on Third Ward market studies and research.

• Mentor-for-a-Day program with Texas A&M Graduate Real Estate students. Continued collaboration with Texas A&M at the annual Economic Forecast program with more than 80 Student participants and guest of honor, ULI Trustee Tom Owens.

• Rice University Jones School of Business. Co-host annual event focused on capital Markets/finance with Rice Real Estate Club.

LOOKING FORWARD

Started work on prototype for ULI Leadership Lab: Experiences worth sharing, a digital platform for sharing knowledge and delivering case studies, life lessons, and social connection.

• Continued to offer Members Only Premiums: Project Tours, Networking Receptions, and Books. Hosted 3 Members-only events in FY12, incorporated “What’s Next” book in May 17 event.

• Offered one Full-Member Only event to bring Full Members into closer contact with local organization, Dinner and conversation with Maureen McAvey, ULI Sr. Fellow and author, “What’s Next: Real Estate in the New Economy”

• Launched Young Leader Mentorship Program—focused on quality of mentors, quality of participants.

We will also continue to build engagement with University Faculty + Graduate Real Estate Programs. ULI will continue to be an innovator in education; heightening the learning experience for real estate students.

• Inaugural fundraising event to benefit UH graduate real estate student program, Sporting Clays for Scholarships, Sept. 15, 2011, exceeded financial projections.

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BY THE NUMBERS

Decline in 2012 net revenue reflects several one-time investments in web site redesign,

public-sector and non-profit scholarships and enhanced event production.

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TAPs

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BY THE NUMBERS

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BY THE NUMBERS

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RECOGNITION OF ANNUAL SPONSORSBenefactor

Presenting

Supporting Bank of AmericaCamden ResidentialCapital OneGenslerHFFHOAR ConstructionWilson Cribbs & Goren

Contributing BoyarMillerBrewerEscalanteBridgelandBury + PartnersCassie B. Stinson, ESQ.CB Richard EllisCDS/Spillette AllianceCity of Sugar LandClark Condon AssociatesCostelloEverett InterestsFidelity National Title

First American TitleFriendswood Development CompanyGreenspoint DistrictHaynes WhaleyHinesJackson WalkerJohnson Development CompanyJones Lang LaSalleKendall Heaton AssociatesKirkseyKnudson ServicesKudela & WeinheimerMission Management CompanyUCR moodyrambin PAGENewland Real Estate GroupPearland EDCPlanned Community DevelopersStewart TitleTBG PartnersTrammell Crow CompanyTrendmaker Homes & DevelopmentWalker Parking ConsultantsWolff CompaniesWylie Consulting Engineers

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Upcoming calendar eventsLOOKING FORWARD 2013

• October 11 – ULI Luncheon - Development Strategies for a New Era in Health Care

• October 16-19 – Fall Meeting in Denver, CO

• November 1 – Economic Forecast Conference Unleashing the Innovation Economy: Competitive Edge for Uncertain Times

• December 20 – ULI Luncheon - Job Creation and Relocation: The Texas Tidal Wave

• January 2012 - Exclusive Members Only Event

• January 29 – Development of Distinction Awards

• February 28 – ULI Luncheon

• March 6 – ULI Project Tour

• April – Urban Marketplace

• May 3 – ULI Luncheon

• May 15-17 – Spring Meeting in San Diego, CA

• June 13 – ULI Luncheon

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DISTRICT COUNCIL LEADERSHIPGOVERNANCE COMMITTEE John LandrumCo-Managing Partner, MHP Investors

Jim NotewarePresident, Noteware Development

Tim WilliamsonExecutive Vice President - Real Estate, Cadence Bank

Reid WilsonManaging Shareholder, Wilson, Cribbs & Goren, P.C.

Ed WulfePresident, Wulfe & Co.

MANAGEMENT COMMITTEE Gary AltergottPrincipal, Morris Architects

Matt BehrmannProject Manager, Hines

Jonathan BrinsdenCOO, Midway

Russ BynumProject Manager, AECOM

Greg ErwinShareholder & Co-Chair - Real Estate Development & Investments Practice Group, Winstead, P.C.

Edwin FriedrichsSenior Principal, Walter P Moore

Lance GilliamManaging Director, UCR moodyrambin PAGE

Bill OdleManaging Principal, TBG Partners

Sandra PorterDirector - Corporate Marketing & Business Development, Hines

Cullen PowellVice President, Wells Fargo Bank

Adrienne SchwartzDirector of Business Development, Harrison Kornberg Architects

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ADVISORY BOARDLaura BaileyManaging Vice President, Capital One

Laura BellowsChairman of the BoardW. S. Bellows Construction

Angela BlanchardPresident & CEONeighborhood Centers, Inc.

Geoffrey BoothYoungblood Endowed Professor of Land DevelopmentTexas A&M University

Joy Horak-BrownExecutive Director, New Hope Housing, Inc.

Fred CaldwellCEO, Caldwell Companies

Richard CampoChairman / CEO, Camden Property Trust

Chip ClarkePresident, Gulf Coast and Mountain Regions, Transwestern

Mark CoverExecutive Vice President & CEO Southwest, Hines

Cydney DonnellDirector - Real Estate Programs, Texas A&M University

Jefferson Duarte Gerald D. Hines Professor of Real Estate Finance, Rice University

Robert EuryPresident, Central Houston, Inc.

C. Richard EverettCEO, Richard Everett Interests

Stephan FairfieldCEO, Covenant Community Capital

Tom FishVice Chairman, Jones Lang LaSalle Capital Markets Group

Jim FurrRegional Managing Principal, Gensler

Marlene GafrickDirector, City of Houston Planning and Development Department

H. Scott GallowayExecutive Managing Director, HFF

Douglas GoffCOO, Johnson Development Corp.

Doyle GrahamPresident & CEO, Valencia Group

Jeff GrayPresident, Grayco Partners

George GreaniasPresident & CEO, METRO

Gary GreenbergSVP Capital Markets, Weingarten Realty Investors

David HightowerExecutive VP & CDO, Wolff Companies

Andrew IckenChief Development Officer, City of Houston

Michael InselmannPresident, Metrostudy

Paul H. LayneExecutive Vice President, Howard Hughes Corporation

Gary MalerDirector, Real Estate Center at A&M

Joel MarshallSr. VP, Trendmaker Homes & Development

Bahram Motamedian, Managing Director, Hines US

Ted NelsonPresident - Central Region, Newland Real Estate Group, LLC

Patricia Belton OliverDean & Professor, UH / Gerald D. Hines College of Architecture

Tom OwensExecutive Vice President, Hines US

E. Alan PattonSenior Vice President, Hines US

Cassie Stinson, Attorney at Law

Thomas M. StrohLand Development Practice Leader Jones & Carter, Inc.

Rusty Tamlyn, Sr. Managing Director, HFF

Kerr Taylor, CEO, AmREIT

John Walsh, Jr. Director - UH Graduate Real Estate Program

Larry WhaleyPresident & CEO, Haynes Whaley Associates, Inc.

Scott WilkinsonExecutive Vice President, Kirksey

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It seems that our unconventional but highly effective methods of development have proved their mettle to many skeptical eyes as the city has responded nimbly to the challenge of extended national economic downturn. The local ULI has often helped to focus those energies, which are by definition diffuse.”

Earning accolades like these inspires me to work with all of your ULI Houston leaders to live up to those words of praise. With your good ideas and support, we will ensure ULI Houston continues to distinguish itself as a force to promote best practices in land use and development.

I am honored to serve as your chair, and look forward to a great 2013.

Very truly,

Greg ErwinCo-Chair, Real Estate Development & Investments Practice GroupWinstead

MAKING A DIFFERENCEFrom the desk of the Incoming District Council Chair, Greg Erwin

In January, the Development of Distinction Awards prompted an editorial from the Houston Chronicle heralding ULI.

“One of the reasons Houston has moved beyond its Wild West, boomtown reputation of decades past is the thoughtful work of a group called the Urban Land Institute, which is dedicated to putting land to work in ways that promote its highest and best use, as well as strengthening a sense of community.

Over time, the Houston chapter of ULI (http://houston.uli.org/), an international group with chapters in 95 countries, has distinguished itself as a force in a city that has too often been regarded as a virtual scofflaw in many professional planning circles. These days, however, Houston’s way of doing things is actually coming to be respected and increasingly, admired.

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600 Travis, Suite 1100 | Houston, TX 77002Office 713.349.8821

Fax 713.349.8812houston.uli.org

The design and layout of this book was generously provided by Jill Hope - Clark Condon Associates and Thomas Behrman - Metalab Studio