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Home My WebLink About11-29-06 Meeting of the La Porte Redevelopment Authority Minutes La Porte Redevelopment Authority, City of La Porte, Texas Minutes of the Board Meeting Held November 29,2006 1. CALL TO ORDER AND DETERMINATION OF A QUORUM The Board of Directors of the La Porte Redevelopment Authority, City of La Porte, Texas, held a meeting, open to the public, on the 29th day of November 2006, and meeting was called to order at 6:34 p.m. in Council Chambers at the City Hall, 604 West Fairmont Parkway, La Porte, Texas 7751 and the roll was called of the duly appointed members of the Board, to wit: Peggy Antone Dave Turnquist Alton Porter Horace Leopard Doug Martin JJ Meza Michael Say Chester Pool Un Pfeiffer Position 1 Position 2 Position 3 Position 4 Position 5 Position 6 Position 7 Position 8 Position 9 - Chairman and all of the above were present except Director Martin, thus constituting a quorum. Also present at the meeting were John Joems, David Hawes, Norman Reed, and Mr. Meeks. 2. CONSIDER APPROVAL OF THE MINUTES OF THE SEPTEMBER 13, 2006 BOARD OF DIRECTORS MEETING Upon a motion duly made by Director Say and being seconded by Director Pool, the board unanimously approved the minutes of September 13, 2006 3. CONSIDER APPROVAL OR OTHER ACTION REGARDING THE LA PORTE REINVESTMENT ZONE NUMBER ONE AND LA PORTE REDEVELOPMENT AUTHORITY TO CONSENT THE ASSIGNMENT OF RIGHT TO REIMBURSEMENT DATED OCTOBER 25, 2006 FROM 65 LA PORTE, LTD TO FIRST NATIONAL BANK Mr. Joems reviewed the purpose of the assignment letter. Upon a motion duly made by Director Porter and being seconded by Director Say, the board unanimously approved the bank financing consent assignment. 4. DISCUSS REIMBURSEMENT AGREEMENT FOR ADDITIONAL PUBLIC IMPROVEMENT DISTRICT AMENITY PROPOSED BY 65 LA PORTE, LTD (LAKES AT F AIRMONT GREEN) ALONG TAYLOR BAYOU EASEMENT Mr. Joems and Mr, Hawes gave an overview ofthe additional PID project and the need for additional fencing, green space and trails within the drainage area. Norman Reed (Developer Representative) showed a rendering of the trail and landscape plan. No action was taken. 5. DISCUSS REIMBURSEMENT AGREEMENT AND ITEMS ELIGffiLE FOR REIMBURSEMENT FOR RETREAT AT BAY FOREST SUBDIVISION Mr. Hawes reviewed with the board the proposed development plan and how it fit within the overall framework of the Zone. No action was taken. 6. STAFF REPORT AND UPDATES Mr. Joems gave an overview of the discussed the current status of development within the zone boundaries. 7. BOARD MEMBER COMMENTS There were no board comments 8. ADJOURNMENT Upon a motion duly made by Director Porter and being seconded by Director Say, the board unanimously approved the motion to adjourn at 7:00 PM. SIGNED:rP#L TITLE: ehf1IQM\JrV TITLE: }:) \ Q,~C\C)(L.-- DATE: O~, ('l~. d-D01 DATE: Od' cl~' a..oo1- AGENDA ITEM 2: CONSIDER APPROVAL OF THE MINUTES OF THE NOVEMBER 29, 2006 BOARD OF DIRECTORS MEETING La Porte Redevelopment Authority, City of La Porte, Texas Minutes of the Board Meeting Held November 29, 2006 1. CALL TO ORDER AND DETERMINA nON OF A QUORUM The Board of Directors of the La Porte Redevelopment Authority, City of La Porte, Texas, held a meeting, open to the public, on the 29th day of November 2006, and meeting was called to order at 6:34 p.m. in Council Chambers at the City Hall, 604 West Fairmont Parkway, La Porte, Texas 7751 and the roll was called ofthe duly appointed members ofthe Board, to wit: Peggy Antone Dave Turnquist Alton Porter Horace Leopard Doug Martin JJ Meza Michael Say Chester Pool Lin Pfeiffer Position 1 Position 2 Position 3 Position 4 Position 5 Position 6 Position 7 Position 8 Position 9 - Chairman and all of the above were present except Director Martin, thus constituting a quorum. Also present at the meeting were John Joerns, David Hawes, Norman Reed, and Mr. Meeks. 2. CONSIDER APPROVAL OF THE MINUTES OF THE SEPTEMBER 13, 2006 BOARD OF DIRECTORS MEETING Upon a motion duly made by Director Say and being seconded by Director Pool, the board unanimously approved the minutes of September 13,2006 3. CONSIDER APPROVAL OR OTHER ACTION REGARDING THE LA PORTE REINVESTMENT ZONE NUMBER ONE AND LA PORTE REDEVELOPMENT AUTHORITY TO CONSENT THE ASSIGNMENT OF RIGHT TO REIMBURSEMENT DATED OCTOBER 25,2006 FROM 65 LA PORTE, LTD TO FIRST NATIONAL BANK Mr. Joerns reviewed the purpose of the assignment letter. Upon a motion duly made by Director Porter and being seconded by Director Say, the board unanimously approved the bank financing consent assignment. 4. DISCUSS REIMBURSEMENT AGREEMENT FOR ADDITIONAL PUBLIC IMPROVEMENT DISTRICT AMENITY PROPOSED BY 65 LA PORTE, LTD (LAKES AT FAIRMONT GREEN) ALONG TAYLOR BAYOU EASEMENT Mr. Joerns and Mr. Hawes gave an overview of the additional PID project and the need for additional fencing, green space and trails within the drainage area. Norman Reed (Developer Representative) showed a rendering of the trail and landscape plan. No action was taken. 5. DISCUSS REIMBURSEMENT AGREEMENT AND ITEMS ELIGIBLE FOR REIMBURSEMENT FOR RETREAT AT BAY FOREST SUBDIVISION Mr. Hawes reviewed with the board the proposed development plan and how it fit within the overall framework of the Zone. No action was taken. 6. STAFF REPORT AND UPDATES Mr. Joerns gave an overview of the discussed the current status of development within the zone boundaries. 7. BOARD MEMBER COMMENTS There were no board comments 8. ADJOURNMENT Upon a motion duly made by Director Porter and being seconded by Director Say, the board unanimously approved the motion to adjourn at 7:00 PM. SIGNED: ATTEST: TITLE: TITLE: DATE: DATE: ,.'- AGENDA ITEM 3 ANNUAL AUDIT FOR TIRZ FY ENDING SEPTEMBER 30,2006 Per Article IV, Section 1 of the Redevelopment Authority Bylaws, the fiscal year of the Authority shall begin October 1 of each year. At the end of each fiscal year the Authority will have at its own expense an audit prepared by an independent Certified Public Accountant for the fiscal year that shall be submitted to the Authority, the zone and the City within 120 days after the end ofthe fiscal. The Authority shall furnish copies ofthe audit without cost to the City and the Zone Board. Per Section H (3) of the TIRZ Guidelines the funds of the Zone shall be budget, expended and audited in the same general manner as City Bond and tax funds with such changes required by the provisions of state law. The costs of such City financial controls shall be include dint eh costs of administration of the Zone. The Zone budget must be submitted annually to the City Finance Department for approval and a copy ofthe Zone's Annual Audit must be forwarded to the City Secretary after Board approval. The audit ofthe TIRZ Fund for FY ending September 30,2006 is contained within the City's Comprehensive Annual Financial Report (CAFR). The attached pages are excerpts from the CAFR, which review the TIRZ Fund. ;>.......-:- CITY OF LA PORTE, TEXAS COMPREHENSIVE ANNUAL FINANCIAL REPORT For the fiscal year ended September 30, 2006 II II ,It- II I I I I I I I I Prepared by: Department of Finance .oo...l COMBINING FINANCIAL STATEMENTS NONMAJOR GOVERNMENTAL FUNDS Debt Service Fund Debt service Fund is used to pay interest and extinguish debt of the outstanding General Obligation Issues of the City. Special Revenue Funds Special revenue funds are used to account for specific revenues that are legally restricted to expenditure for particular purposes. . Grant Fund - This fund is used to account for funds received from another government or organization to be used for a specific purpose, activity or facility. Community Investment Fund - This fund is used to account for funds received and expended on community beautification and revitalization programs. Hotel! Motel Occupancy Tax Fund - This fund is used to account for the accumulation of resources from the Hotel/Motel Tax assessment levied by the City. These monies are to be spent to promote the development or progress of the City within the guidelines set forth on disposition of revenues collected under the authority of the Texas Hotel Occupancy Act (Article 1269; Vernon's Texas Civil Statutes). Tax Increment Reinvestment Zone One Fund (TIRZ) - This fund is used to account for the disposition of property taxes collected on specific parcels within the boundaries of the TIRZ for the exclusive benefit of the City's capital improvement programs. Capital Projects Funds Capital projects funds are used to account for the. acquisition and construction of major capital facilities other than those financed by proprietary funds. Capital Improvements Fund - This fund is used to account for capital projects that are normally small in nature and effect the general operation of the City. Transportation and Other Infrastructure Fund - This fund is used to account for the construction and expansion of roads, bridges, sidewalks and other major infrastructure capital improvements. 1998 General Obligation Bonds Fund - This fund is used to account for the proceeds and expenditures related to drainage and street improvements throughout the City. 2000 Certificate of Obligation Bonds Fund - This fund is used to account for the proceeds and expenditures for construction of the community library. 2000 General Obligation Bonds Fund - This fund is used to account for the proceeds and expenditures for construction to renovate the city hall building, public swimming pool and two fire stations. 2002 General Obligation Bonds Fund - This fund is used to account for the proceeds and expenditures for the construction of a wastewater treatment plant. 81 2004 Certificate of Obligation Bonds Fund - This fund is used to account for the proceeds and expenditures related to Bay Area Boulevard, Canada Road Paving and Drainage Improvements and the land acquisition of the Police Headquarters. 2005 Certificate of Obligation Bonds Fund - This fund is used to account for the proceeds and expenditures related to the purchase of an aerial fire truck, Bayshore Water/Sewer Replacement and various other Water/Sewer Capital Improvements. 2006 Certificate of Obligation Bonds Fund - This fund is used to account for the proceeds and expenditures related to the Police Facility, a Sports Complex (Joint Venture), South La Porte Trunk Sewer and various other Water/Sewer projects. 2006 General Obligation Bonds Fund - This fund is used to account for the proceeds and expenditures related to the Westside Park Improvements. ..,-~, 82 ~-"...._. ='""--> -:,...,,,.- Special Revenue Funds Capital Projects HotellMotel Tax Increment Transportation 1998 General Community Occupancy Reinvestment Capital & Other Obligation Grant Investment Tax Zone One (TIRZ) Totals Projects Infrastructure Bonds ASSETS Cash and cash equivalents $ 257,093 $ 386,773 $ 361,799 $ 103,969 $1,109,634 $ 874,664 $ 650,451 $ 657,467 Investments 180,344 272,398 254,809 73,224 780,775 616,011 458,103 463,043 Due from others Accounts receivable Taxes receivable Grant receivable 4,716 Other receivables 41,981 41,981 Accrued interest receivable 2,643 3,864 3,610 1,046 11,163 8,745 6,505 6,546 Total assets 482,061 663,035 620,218 178,239 1,943,553 1,504,136 1,115,059 1,127,056 UABIUTIES AND FUND BALANCES Uabilities: Accounts payable 4,811 771 213,807 971 220,360 332,694 (20) Accrued salaries payable 2,319 2,319 Retainage payable 168 Due to others Unearned Revenue 49,670 49,670 T otalliabilities 54,481 771 216,126 971 272,349 332,862 (20) Fund Balances: Reserved for: c'-' Capital projects Municipal Court Building Security 106,652 106,652 Municipal Court Technology Fee 73,724 . 73,724 Park Zone 180,902 180,902 Confiscated funds 116,391 116,391 Debt Service Unreserved (50,092) 662,264 404,094 177,267 1,193,533 1,171,273 1,115,060 1,127,076 Other pUlpOSes Total fund balances 427,577 662,264 404,094 177,267 1,671,202 1,171,273 1,115,060 1,127,076 T otalliabilities and fund balances $ 482,058 $ 663,035 $ 620,220 $ 178,238 $1,943,551 $1,504,135 $ 1,115;060 $ 1,127,056 CITY OF LA PORTE, TEXAS Combining Balance Sheet .-tI~nmajor Governmental Funds '!ember 30, 2006 II - ~ - - ~ 84 , CITY OF LA PORTE, TEXAS Tax Increment Reinvestment Zone One Special Revenue Fund Schedule of Revenues, Expenditures and Changes in Fund Balances Budget and Actual For The Year Ended September 30, 2006 Variance with Final Budget Budgeted Amounts Actual Positive Original Final Amounts (Negative) REVENUES Property taxes $ 40,750 $ 40,750 $ , 45,549 $ 4,799 Interest 3,100 3,100 4,408 1,308 Total revenues 43,850 43,850 49,957 6.107 EXPENDITURES Current: Administration 36,000 36,000 23,299 12,701 Capital Outlay Total expenditures 36,000 36,000 23.299 12,701 E)(cess (deficiency) of revenues over 7.850 expenditures 7,850 26,658 18,808 Ne!change in fundbalances 7,850 7,850 26,658 18,808 Fund' Balances-beginning 150,609 150,609 150.609 , Fund Balances-endiilg $ 158,459 $ 158,459 $ 177 ,267 $ 18,808 93 AGENDA ITEM 4 CONSIDER COLLATERAL ASSIGNMENT OF DEVELOPMENT AGREEMENT (THIS "ASSIGNMENT") MADE BY PORT CROSSING LAND, LP, A TEXAS LIMITED PARTNERSHIP ("ASSIGNOR"), IN FAVOR OF LASALLE BANK NATTIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION ("ASSIGNEE") COLLATERAL ASSIGNMENT OF DEVELOPMENT AGREEMENT TIllS COLLATERAL ASSIGNMENT OF DEVELOPMENT AGREEMENT (this "Assignment") dated as of February --,2007, is made by PORT CROSSING LAND, LP, a Texas limited partnership ("Assignor"), in favor of LASALLE BANK NATIONAL ASSOCIATION, a national banking association ("Assignee"). RECITALS: A. Pursuant to the terms of that certain Construction Loan Agreement of even date herewith by and among Assignor and Assignee (as amended from time to time, the "Loan Agreement"), Assignee has agreed to make a loan in the aggregate principal amount of up to Twenty-Six Million Five Hundred Fifty Thousand and 00/1 00 Dollars ($26,550,000.00) (the "Loan") to Assignor. The Loan shall be evidenced by those certain (i) Promissory Note of even date herewith made by Assignor payable to the Assignee in the principal amount of Twenty- Two Million Three Hundred Thousand and 001100 Dollars ($22,300,000.00) (as amended, restated or replaced from time to time, the "$22,300,000 Note") and (ii) Promissory Note of even date herewith made by Assignor payable to Assignee in the principal amount of Four Million Two Hundred Fifty Thousand and 001100 Dollars ($4,250,000) (as amended, restated or replaced from time to time, the "TIRZ Note, and together with the $22,300,000 Note, the "Notes"). The Loan is secured by, among other things, that certain Construction Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated as of January 31, 2007, executed by the Assignor to and for the benefit of the Lender (the "Mortgage"), creating a first mortgage lien on certain real property legally described in Exhibit "A" attached thereto (the Mortgage, the Loan Agreement, the Notes and any and all other documents now or hereafter given to evidence or secure the Loan or delivered to induce the Assignee to disburse the proceeds of the Loan, as such documents may hereafter be amended, restated or replaced from time to time, are hereinafter collectively referred to as the "Loan Documents"). B. Pursuant to the terms of that certain Development Agreement ("Development Agreement") fully executed on or about May 24, 2006 by and between Reinvestment Zone Number One, City of La Porte, Texas ("La Porte Zone"), La Porte Redevelopment Authority ("La Porte Authority"; and together with La Porte Zone, the "La Porte Entities") and Assignor, La Porte Entities have agreed to reimburse Assignor for the Project Costs (as defined in the Development Agreement) in the maximum aggregate amount of $ paid by the Assignor for the construction of the Public Improvements (as defmed in the Development Agreement) on the property legally described in Exhibit "A" attached hereto as more fully described in the Development Agreement. c. Assignee has required that Assignor execute and deliver this Assignment assigning to Assignee the Development Agreement in consideration of the Assignee making the Loan. NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Assignor agrees as follows: H-654752-l.DOC 1. Assignment. To secure Assignor's liabilities under the Notes and any other obligations of Assignor to Assignee under the Loan Documents (collectively, the "Liabilities"), Assignor hereby assigns to Assignee, and grants to Assignee a security interest in all of the following property whether now existing or hereafter acquired: (i) the Development Agreement, a copy of which is attached hereto as Exhibit "B" and made a part hereof, and (ii) any proceeds of the foregoing (collectively referred to as the "Collateral"). Assignor grants to Assignee exclusive and full power and authority, at any time, subsequent to the occurrence of an "Event of Default" (as defined in the Loan Agreement) to act in Assignor's name, place and stead under the Development Agreement and with respect to the Collateral, and to perform all acts, and exercise all rights and remedies, which Assignor could perform and exercise thereunder, and hereby irrevocably appoints Assignee as Assignor's true and lawful attorney, with full power of substitution, for the sole use and benefit of Assignee, to perform such acts and exercise such rights and remedies subsequent to the occurrence of an Event of Default. All rights and remedies referred to above shall be cumulative and non-exclusive. 2. Representations and Warranties. Assignor hereby represents and warrants to Assignee that: (a) Except as provided pursuant to this Assignment, Assignor has not assigned or pledged the Development Agreement or any interest therein; (b) The Development Agreement is enforceable in accordance with their terms and all applicable laws. 3. Payments. Subsequent to the occurrence of an Event of Default, all payments due Assignor under the terms of the Development Agreement or the Collateral shall be paid to Assignee and applied on account of the Liabilities. 4. Duties. Assignor agrees that it will not assign or pledge any interest in the Development Agreement or agree to any amendment or modification to the Development Agreement without the prior written consent of Assignee. Assignor hereby covenants and agrees to promptly send to Assignee copies of all notices and communications which it receives with respect to the Development Agreement. Assignor further agrees to promptly perform its obligations under the Development Agreement. In the event Assignor fails to perform any obligation arising under the Development Agreement, Assignee may, but need not, payor perform such obligations at the expense and for the account of Assignor and all funds expended for such purposes shall be secured hereby and Assignor shall reimburse Assignee therefor immediately upon demand. Such funds shall bear interest after demand until paid at the Default Rate (as defined in the Notes.) 5. Notices. All notices under this Assigllment shall be in writing and shall be delivered pursuant to the terms of the Loan Agreement. Any requirement of the applicable Uniform Commercial Code for reasonable notification shall be met by the giving of such noticeaat least ten (10) days prior to the event for which such notification is required. 6. Disclaimer. This Assignment constitutes an assignment of the rights of Assignor with respect to the Development Agreement only and not an assignment or delegation of any H-654752-LDOC 2 duties or obligations of Assignor with respect thereto and by its acceptance hereof Assignee does not undertake to perform or discharge and shall not be responsible or liable for the performance or discharge of any such duties or responsibilities. Assignor does hereby agree to indemnify and hold Assignee harmless from and against any and all liabilities, costs, damages and expenses incurred by Assignee in connection with this Assignment. 7. Remedies. Assignee shall have all the rights and remedies of a secured party under the applicable Uniform Commercial Code in addition to any other rights or remedies it may have hereunder or under the Loan Agreement. Without limiting Assignee's rights and remedies, Assignor hereby irrevocably authorizes and empowers Assignee, at any time, in Assignor's name or in Assignee's name, to demand, collect, receive, setoff against, sue for and give acquittance for any and all monies and claims for monies hereby assigned and to exercise any and all rights and privileges and receive all benefits accorded the Development Agreement and to execute other required instruments or to take any action deemed necessary or appropriate to protect Assignee's rights hereunder. All rights and remedies referred to herein shall be cumulative and non-exclusive. 8. Binding Effect. The satisfaction or discharge of any part of the Liabilities shall not in any way satisfy or discharge this Assignment, but this Assignment shall remain in full force and effect until the date upon which the Liabilities are paid and satisfied in full. This Assignment shall be binding upon Assignor and its successors and assigns and shall inure to the benefit of Assignee and its successors and assigns. 9. Severability. All provisions hereof are severable and the invalidity or unenforceability of any of such provisions shall in no manner affect or impair the validity and enforceability of the remaining provisions hereof 10. Headings. The headings of these paragraphs and subdivisions of this Assignment are for convenience only, are not considered a part hereof, and shall not limit, expand or otherwise affect any of the terms hereof. 11. Governing Law. THIS ASSIGNMENT SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS. 12. Venue. ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS ASSIGNMENT OR THE COLLATERAL SHALL BE LITIGATED IN COURTS HAVING SITUS WITHIN THE CITY OF CHICAGO, STATE OF ILLINOIS. THE ASSIGNOR HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURTS LOCATED WITHIN SAID CITY AND STATE. 13. Survival of Representations. All of the representations and warranties of Assignor contained in this Assignment shall survive the execution and delivery of this Assignment and shall be remade on the date of each borrowing by Assignor from Assignee. 14. Assignee. Waiver of Acceptance. Assignor hereby waives acceptance of this Assignment by H-654752-1.DOC 3 IN WIlNESS HEREOF, Assignor has executed this Assignment as of the date first written above. PORT CROSSING LAND, LP, a Texas limited partnership By: Port Crossing Land GP, LLC, a Delaware limited liability company, its general partner By: ML Realty Partners LLC, a Delaware limited liability company, a manager By: Name: Patrick J. Hogan Title: Senior Vice President-Principal H-654752-LDOC ACCEPTANCE OF ASSIGNMENT LaSalle Bank National Association accepts the foregoing Collateral Assignment of Development Agreement, effective as of the date fIrst written above. LASALLE BANK NATIONAL ASSOCIATION a national banking association By: Name: Title: H-654752-l.DOC CONSENT AND CERTIFICATE The undersigned hereby consents to the foregoing Assignment. The foregoing Assignment shall not be effective as to Assignee, and shall not create any liability or obligation on the part of Assignee unless and until Assignee executes the Acceptance of Assignment on page 5 of the foregoing Assignment and returns an executed copy to the Village. The foregoing consent by the undersigned shall not be deemed to modify or amend in any way the terms and conditions of the Development Agreement. La Porte Entities hereby certify to Assignee that: 1) The Development Agreement is in full force and effect and no default has occurred under the Development Agreement; 2) Except as provided pursuant to this Assignment, to La Porte Entities' knowledge, Assignor has not assigned or pledged the Development Agreement or any interest therein; 3) Attached as Exhibit B is a true, complete and correct copy of the Development Agreement; and 4) La Porte Entities agree to deliver to Assignee notices of any default under the Development Agreement. LA PORTE ENTITIES: REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE By: Name: Title: Approved as to Form: By: Attorney, Reinvestment Zone Number One, City of La Porte Attest: By: Secretary, Reinvestment Zone Number One, City of La Porte H-654752-l.DOC LA PORTE REDEVELOPMENT AUTHORITY By: Name: Title: Approved as to Form: By: Attorney, La Porte Redevelopment Authority Attest: By: Secretary, La Porte Redevelopment Authority H-654752-1.DOC 7 AUTHORIZATION OF PAYMENT With respect to the foregoing Assignment and Consent, Assignor hereby authorizes the La Porte Entities, upon receipt of a written request from Assignee, to pay directly to Assignee all payments that are due and payable to Assignor under the Development Agreement from and after the date of the Village's receipt of such request and until further notice from Assignee. Assignor, in consideration of the La Porte Entities' consent to assignment of the Collateral does hereby release and hold the La Porte Entities harmless for any payments made by La Porte Entities to Assignee pursuant to written request received from Assignee. PORT CROSSING LAND, LP, a Texas limited partnership By: Port Crossing Land GP, LLC, a Delaware limited liability company, its general partner By: ML Realty Partners LLC, a Delaware limited liability company, a manager By: Name: Patrick J. Hogan Title: Senior Vice President-Principal H-654752-l.DOC EXIllBIT A Legal Description 404685.2 044497-39340 A-I EXIllBIT B Development Agreement 404685.2044497-39340 A-2