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THE CITY OF CLAYTON

VIEWS: 29 PAGES: 238

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                     CITY OF CLAYTON BOARD OF ALDERMEN DISCUSSION SESSION
                               TUESDAY, SEPTEMBER 23, 2008 – 6:15 P.M.
                            COUNCIL CHAMBERS - 10 N. BEMISTON AVENUE

   1. St. Louis County Municipal League overview of November ballot issues.
_________________________________________________________________________________

                              CITY OF CLAYTON BOARD OF ALDERMEN AGENDA
                                  TUESDAY, SEPTEMBER 23, 2008 – 7:00 P.M.
                               COUNCIL CHAMBERS - 10 N. BEMISTON AVENUE


ROLL CALL

MINUTES – September 9, 2008

PUBLIC REQUESTS AND PETITIONS

PUBLIC HEARING

   1. Ordinance – To approve rezoning of 7716, 7718, 7720, 7730, 7732, 7734 and 7736 Forsyth Boulevard
      from CBD Core Overlay District (base zoning of High Density Commercial) 7700 Forsyth Boulevard and
      21 South Hanley Road from a High Density Commercial to Special Development District. (Bill No. 6147)
            At the September 8th Plan Commission meeting, the Plan Commission voted unanimously to recommend approval of
             the rezoning of the area bounded by Forsyth and Hanley to a Special Development District and of the Special
             Development Plan with specific conditions. This is an ordinance to approve the rezoning of the area to be known as
             the Centene Plaza from a High Density Commercial District to a Special Development District.

   2. Ordinance – To approve a Special Development District Plan for 7700, 7716, 7718, 7720, 7730, 7732,
      7734, 7736 Forsyth Boulevard and 21 South Hanley Road. (Bill No. 6148)
            This is an ordinance to approve a Special District Plan to be granted to Clayton Center LLC for the mixed-use
             development project to be known as Centene Plaza.

   3. Ordinance – To approve Centene’s sub-district Phase I plan. (Bill No. 6149)
          The City recently approved the Special Development District Plan mechanism to be applied to larger, multi-phased
             projects. This is an ordinance to consider approving a Special Development Sub-District Plan for Phase I of the
             Centene Plaza project.

REPORT FROM THE CITY MANAGER

   1. Ordinance – To approve a development agreement for the RJ York project. (Bill No. 6150)
            This is an ordinance authorizing the Mayor to execute documents, including but not limited to the development
             agreement with RJ York SSG, LLC. Inevitably, this will commence the facilitation of the construction and equipping of
             RJ York’s Central and Maryland Hotel project.

   2. Ordinance – To comply with the State Statutes regarding illegal immigration. (Bill No. 6151)
          The Missouri Legislature at its 2008 session ratified several new provisions regarding illegal aliens, with many
             ramifications for local governments. This is an ordinance that will ensure the City is in compliance with the new State
             requirements.

   3. Ordinance – To approve an amendment to Chapter 21, parking meter fees. (Bill No. 6152)
            At the August 6th budget session, staff proposed a modest increase to the City’s hourly rates at parking meters. This is
             an ordinance to approve the proposed change for the City Code of Ordinances effective January 1st, 2009: To increase
             the two-hour meters from a rate of 50 cents per hour to 75 cents per hour rate and to increase the ten-hour parking
             meters from 25 cents per hour to 50 cents per hour.

   4. Resolution – To approve the FY 2008 alley project. (Res. No. 08-37)
                Five bids were received with J.M. Marschuetz Construction Company submitting the lowest bid of $124,004.41. The
                  scope of the work includes alley removal, concrete alley installation, traffic control and other incidentals.

     5. Motion – To approve a loan from the St. Louis Art Museum for a statue to replace the Calder.
                As the Five Rudders sculpture was returned to Washington University in the summer of 2006 following the completion
                 of the University’s Mildred Lane Kemper Museum, the City has been searching for a replacement piece at the
                 Centennial Garden since that time. At a special meeting of the Clayton Art Commission on September 2, the Clayton
                 Art Commission voted unanimously to recommend that the Board of Aldermen approve a loan with the St. Louis Art
                 Museum for the sculpture Hercules and the Hydra to be installed on the base in Centennial Garden in Shaw Park.


ADJOURNMENT

The Board of Aldermen may also hold a closed meeting, with a closed vote and record, as authorized
by Section 610.021(1), (2) and (3) Revised Statutes of Missouri, relating to legal issues, real estate
and/or personnel, negotiation of a contract pursuant to Section 610.021(12) RSMO., and/or proprietary
information pursuant to Section 610.021(15).
Agenda topics may be added or deleted at any time prior to the Board of Aldermen meeting without further notice. To inquire about the status of agenda
topics, call 290.8469. Individuals who require an accommodation (i.e., sign language, interpreter, listening devices, etc.) to participate in the meeting
should contact the City Clerk at 290.8469 or Relay Missouri at 1.800.735.2966 (TDD) at least two working days prior to the meeting.
                                        THE CITY OF CLAYTON

                                       Board of Aldermen Meeting
                               Council Chambers - 10 N. Bemiston Avenue
                                          September 9, 2008
                                                7:27 p.m.
                                                 Minutes

Mayor Goldstein called the meeting to order and requested a roll call. The following individuals were in
attendance:

Aldermen:        Alex Berger, Steve Lichtenfeld, Judy R. Goodman, Michelle Harris, Andrea Maddox-
                 Dallas

        Mayor Goldstein
        City Manager Craig Owens
        City Attorney Lee Curtis

Absent: Cynthia Garnholz

Mayor Goldstein asked for any questions or comments relating to the August 26, 2008 minutes, which
were previously provided to the Board.

Alderman Goodman moved to approve the August 26, 2008 minutes. Alderman Lichtenfeld
seconded the motion.

The motion passed unanimously on a voice vote.

PUBLIC REQUESTS AND PETITIONS

None

AN ORDINANCE TO CONSIDER AN AMENDMENT TO CHAPTER 17 OF THE CODE OF
ORDINANCES ENACTING NEW PROVISINS RELATED TO THE OFFENSES OF STALKING AND
HARASSMENT

City Manager Owens reported that in January of this year, the Board of Aldermen revised the City’s
harassment ordinance, addressing cyber-harassment. This prohibited lewd or indecent transmissions,
as well as threatening or harassing messages. It also prohibited a person from knowingly allowing
someone else from making such transmissions from an electronic communication device under the
person’s control.

Since that time, the Missouri General Assembly has revised State law to provide new definitions and
descriptions of stalking and harassment, electronic and otherwise. As a result, the proposed ordinance
will update the City’s Code to include the changes in State law.

Recommendation is to approve the ordinance.




09-09-08 BOA minutes.doc
September 9, 2008
Page 1 of 4
Alderman Berger moved to introduce Bill No. 6146, an ordinance to consider an amendment to
Chapter 17 of the Code of Ordinances to repeal Section 17-39.1, Section 17-39.2, Section 17-39.3
and Section 17-39.4 and enact three new sections relating to the offenses of stalking and
harassment and to establish punishment for violations to be considered and read for the first
time by title only. Alderman Lichtenfeld seconded.

Alderman Maddox-Dallas asked with regard to Section 17-39.3 - “Knowingly communicates with
another person who is, or who purports to be, seventeen years of age or younger…” and requested
clarification and whether this would apply to adults as well.

City Attorney Curtis stated that Section 17-39.3 does apply to everyone regardless of age. He said that
the State law has higher penalties for children, 17 and under.

City Attorney Curtis reads Bill No. 6146, an ordinance to consider an amendment to Chapter 17
of the Code of Ordinances to repeal Section 17-39.1, Section 17-39.2, Section 17-39.3 and
Section 17-39.4 and enact three new sections relating to the offenses of stalking and
harassment and to establish punishment for violations for the first time by title only.

The motion passed unanimously on a voice vote.

Alderman Berger moved to introduce Bill No. 6146, an ordinance to consider an amendment to
Chapter 17 of the Code of Ordinances to repeal Section 17-39.1, Section 17-39.2, Section 17-39.3
and Section 17-39.4 and enact three new sections relating to the offenses of stalking and
harassment and to establish punishment for violations to be considered and read for the
second time by title only. Alderman Lichtenfeld seconded.

City Attorney Curtis read Bill No. 6146 for the second time. Alderman Berger – Aye; Alderman
Lichtenfeld – Aye; Alderman Goodman – Aye; Alderman Harris – Aye; Alderman Maddox-Dallas
– Aye; Mayor Goldstein – Aye. The vote being unanimous, the Bill was adopted and became
Ordinance No. 6032 of the City of Clayton.
A RESOLUTION TO APPROVE A CONTRACT WITH MISSOURI PETROLEUM PRODUCTS
COMPANY, INC. FOR MICROSURFACING – FY 2008 PROJECT

City Manager Owens reported that bids were opened on September 2, 2008, for the Microsurfacing –
FY 2008 Project, which includes the Clayton Gardens and Parkside Subdivisions. The scope of work
includes pavement preparation, microsurface application, traffic control, and other incidental items. As
shown on the attached bid tabulation, one responsive bid was received from Missouri Petroleum
Products Company, Inc., in the amount of $170,301.27. The other major company in the area which
performs microsurfacing indicated they chose not to bid since they have an abundance of other work
this year.

Due to the bidding of this project late in the construction season, the City split out Mark Twain Circle as
an add alternate to avoid significant inconvenience for the School District. The cost of this alternate bid
is $8,080.27. We are proposing this amount be added to this approval as a contingency to
accommodate its inclusion should the scheduling coordinate with school functions. With this
contingency, this would bring the total project cost to $178,381.54

The Revolving Public Improvement Fund (RPIF) includes $161,320 for microsurfacing this fiscal year.
Part of this amount was originally designated for Cecil Avenue. However, staff determined Cecil
needed some major reconstruction rather than microsurfacing. Instead, the Cecil Avenue project will
be increased in dollar value and resubmitted for construction in the next fiscal year. The additional
09-09-08 BOA minutes.doc
September 9, 2008
Page 2 of 4
$17,000 needed for microsurfacing this fiscal year will be funded from a cost under run in the Wydown
Forrest screening wall project.

Additionally, it should be noted that through this bid process, the Public Works Department also
obtained bids for the private street in Tuscany Park as part of joint efforts with our residents. The bids
received for Tuscany Park will be contracted separately between the homeowners’ association and
Missouri Petroleum.

Work on this project is scheduled to begin and be completed in October.

Recommendation is to approve the resolution authorizing the City Manager to execute a contract with
Missouri Petroleum Products Company, Inc. for the Microsurfacing – FY 2008 Project in the amount of
$170,301.27 plus a contingency amount of $8,080.27 for Mark Twain Circle.
Alderman Berger moved that the Board approve a contract for the residential microsurfacing
project. Alderman Lichtenfeld seconded.

Alderman Harris asked if Mark Twain Circle would be affected by the Brown Shoe development project.

Paul Wojciechowski stated that work done on Mark Twain Circle will not be affected by the proposed
Brown Shoe development project. He said that part of Topton will be affected primarily by construction
traffic. He also stated that once the work would last approximately seven years, once completed.

Alderman Goodman asked where Wydown is on the schedule.

Paul Wojciechowski stated that the federal funding package includes Wydown, Brentwood and
Maryland. He said that on the residential package they just received approval from MODoT today and
was unable to package both projects together. He was hoping to do the Wydown project before the
new school year began, but it did not work out.

The motion passed unanimously on a voice vote.

A RESOLUTION TO APPROVE THE PURCHASE OF SIX REPLACEMENT MARKED POLICE CARS
FROM DON BROWN CHEVEROLET – FY 2009 ERF PURCHASE

City Manager Owens reported that on August 5, 2008, Public Works received a quotation for the
purchase of six 2009 Chevrolet Impala cars that will be used as marked police vehicles. The quotation
is from a State of Missouri contract that local municipalities may also utilize to purchase vehicles for
their fleets. These vehicles are to be purchased out of the FY 2009 Equipment Replacement Fund
(ERF), and therefore, would not be paid for until after October 1. However, by ordering the vehicles
prior to the end of September, it will lock in the 2008 State contract price of $19,054 per vehicle
($114,324 for the six cars). Our budget includes a base price of $19,570 per vehicle, so this purchase
will be under budget.

Also included in the ERF with each of the police car purchases is a $1,700 changeover cost to transfer
equipment such as radios, emergency lighting and computer equipment from the old cars to the new.
The car markings will also be contracted out.

The trade-in value for the current vehicles is estimated at $5,306 each. We plan to sell the old vehicles
at the next available auction in the St. Louis area.


09-09-08 BOA minutes.doc
September 9, 2008
Page 3 of 4
Recommendation is to approve the purchase of six (6) marked police cars from Don Brown Chevrolet
at a total cost of $114,324 and $1,700 per vehicle for related changeover expenses.

Alderman Berger moved that the Board approve the purchase of the six new police vehicles.
Alderman Lichtenfeld seconded.

The motion passed unanimously on a voice vote.

Other

Mayor Goldstein extended her thoughts and condolences to the family, friends and the entire Kirkwood
community on the loss of Mayor Mike Swoboda. She stated that she had the privilege of serving with
Mike Swoboda for five years on the St. Louis Municipal League Board and Alderman Goodman worked
with him as well. She said that he was a terrific guy and a wonderful person and she encouraged
everyone to attend the memorial service scheduled for September 11th.

Mayor Goldstein extended her thanks to Public Works, Parks and Recreation and all the staff who
helped with the Art Fair event. There was perfect weather with large attendance and she was sure it
was a success.

Alderman Berger, Alderman Lichtenfeld and Alderman Goodman echoed Mayor Goldstein’s thanks to
the staff on the help that was provided for the Art Fair event.

There being no further business, Mayor Goldstein adjourned the meeting at 7:44 p.m.



                                                          ______________________________
                                                          Mayor


ATTEST:
_________________________________
City Clerk




09-09-08 BOA minutes.doc
September 9, 2008
Page 4 of 4
                        City Manager
                        10 N. Bemiston Avenue
                        Clayton, MO 63105



                      REQUEST FOR BOARD ACTION
TO:           MAYOR GOLDSTEIN; BOARD OF ALDERMEN

FROM:         CRAIG S. OWENS, CITY MANAGER (CSO)
              CATHERINE POWERS, DIRECTOR OF PLANNING & DEV. SERVICES

DATE:         SEPTEMBER 23, 2008

SUBJECT:      ORDINANCES – REZONING AND SPECIAL DEVELOPMENT DISTRICT
              CENTENE PLAZA
              7700-36 FORSYTH BLVD. & 21 S. HANLEY RD.



This is a public hearing and subsequent ordinances to consider approving a rezoning and related Special
Development District to be granted to Clayton Center, LLC for a mixed-use development to be known as
Centene Plaza. This memorandum combines the two subjects since they are interrelated; however,
separate ordinances are prepared for each.

Background & History

The City of Clayton began coordination with the Centene Project in 2005; however, the project proposed
at that time did not move forward.

The Plan Commission approved a Planned Unit Development rezoning request for Centene on April 4,
2007. The associated site plan review, architectural review and subdivision plat were not approved at
the time. At the May 1, 2007 Architectural Review Board (ARB) special meeting, the office tower design
and streetscape were approved. The project was abandoned when Centene decided to relocate in the
City of St. Louis. Therefore, the project was not presented to the Board of Aldermen for final approvals,
and the 2007 Plan Commission/ARB approvals have since expired.

The developer has since decided to return the project to Clayton and has submitted plans for a new
project in the same location. This new project has been the subject of public information sessions and
preliminary presentations before the Board of Aldermen prior to submission to the Plan Commission. On
September 8, 2008 the Plan Commission conducted a public hearing to consider the rezoning to a
Special Development District, the Special Development District (SDD) Plan, the Sub-District (Phase 1)
Plan, the site plan for Phase I and architectural review for the Phase I office tower. The Plan
Commission voted to approve the site plan and recommended approval of the rezoning, the SDD Plan
and the Sub-District (Phase 1) Plan to the Board of Aldermen. The Architectural Review Board voted to
approve the design and materials of the office tower.
Project Description

The project will be a two-phase office and commercial/retail mixed-use development consisting of the
following general components:

       Phase 1 Office Tower
       The office tower to be located on the southwest corner of Hanley Road and Forsyth
       Boulevard will be constructed first. The tower will be 21 stories (313 feet) in height and
       will consist of 569,431 square feet of office space. Additionally, the ground floor of the
       tower will provide 14,192 gross square feet of retail, commercial and restaurant use.

       Parking Garage
       Construction of the first phase of the parking garage will commence after the tower is
       under construction. The parking garage will measure 9 levels (2 below grade; 7 above
       grade). The garage structure will provide parking spaces and will feature 21,385 square
       feet of retail, commercial and restaurant use on the ground level. The design and
       materials for the parking garage will be considered by the Architectural Review Board
       and Board of Aldermen at a later date.

       Forsyth Court & Surface Parking Lot
       Forsyth Court, which will front Forsyth Boulevard, is designed to be a public gathering
       area between the office tower and the parking garage. It is anticipated that this 11,900
       square foot area will consist of landscaping, seating areas, public art and/or other
       significant feature. Details related to Forsyth Court will be considered by the
       Architectural Review Board at a later date.

       The surface lot at Hanley Road and Carondelet Avenue will initially be used for
       construction staging purposes for Phase I. After completion of Phase I construction, the
       property will provide 67 parking spaces on a surface lot. The existing brick wall will
       remain and landscaping will be added to screen the lot. This property will be the site of
       the Phase II office tower.

       Phase II Office Tower
       The Phase II office tower, located at the northwest corner of Hanley Road and
       Carondelet Avenue, is scheduled to begin in 2015 and be completed by 2017. This
       schedule may be accelerated depending upon economic conditions and other
       considerations. This phase will consist of an 11 story, 240,365 square foot office building
       with 6,742 square feet of retail, commercial and restaurant on the ground floor. This
       phase will also feature Hanley Court, a landscaped area accessed either through Forsyth
       Court or via a stairway from Hanley Road.

       Phase II Parking Garage Addition
       It is estimated that Phase II will add 4 levels onto the parking garage located on Forsyth
       Boulevard for a total of 13 levels of parking (2 below grade and 11 above grade).

Impervious Coverage & Storm Water
Impervious coverage will not change significantly from the current conditions. Storm water will
be retained on site in two (2) underground vaults located under the parking garage and Forsyth
Court. These vaults have a connection to the storm sewer system along Carondelet Avenue.

Proposed Parking
The developer is proposing a total of 2,424 off-street parking spaces to support the project. For Phase 1,
1,178 spaces will be provided in the Forsyth garage and 30 spaces are to be located underneath the

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Phase 1 office tower. An additional 67 spaces are proposed for the surface parking lot at 21 South
Hanley. This parking lot will be in use until the Phase 2 commercial tower is built. The existing 7733
Carondelet parking garage provides 424 spaces which are also available to support the parking needs.
The total number of off-street parking provided for Phase 1 is 1,699 spaces.

For Phase 2, an additional 769 spaces are proposed by adding 4 parking levels to the Forsyth garage.
Phase 2 will also have 23 spaces located underneath the commercial office tower. The surface parking
lot at 21 South Hanley will be eliminated resulting in a total of 725 spaces added for Phase 2. The total
number of off-street parking available to support the project upon completion, including the existing 7733
Carondelet garage, is 2,424 spaces.

The ratio of parking provided for Phase 1 is 1 space per 322 square feet of gross floor area and, for
Phase 2, 1 space per 316 square feet of gross floor area. The proposed parking for the entire project is
1 space per 316 square feet.

Traffic
A Traffic Study was performed by Crawford, Bunte & Brammeier (CBB) in February, 2007. CBB has stated
in an update letter dated August 15, 2008 that the project has not changed significantly from the initial Traffic
Study. CBB states that the Centene Project will have the following impact on traffic conditions:

       The forecasted traffic conditions were then determined through further analysis and
       compared to the base conditions. Despite the recommendation of modifications to the
       signal timing at various intersections and the recommendation for an eastbound right-turn
       lane on Forsyth Boulevard at Hanley Road, it was not feasible to provide acceptable
       service conditions at all intersections during the afternoon peak hour. However, it should
       be reiterated that the base conditions already reflect poor levels of service and
       congestion along the Hanley Road corridor during the evening peak hour. Consequently,
       any additional traffic only exacerbates conditions.

       During the morning peak hour, the proposed development had a limited effect on levels
       of service, delays and queues. However, during the afternoon peak hour, many
       intersections would degrade at least one level of service, if not more. The intersections
       along Hanley Road (Forsyth, Carondelet & Bonhomme) all are anticipated to operate at a
       level of service F, with multiple approaches failing. Furthermore, the additional traffic
       added to southbound Hanley Road (more than 200 vph) would lengthen the queues such
       that it is anticipated that vehicular queues from Bonhomme would extend back to
       Carondelet. In addition, the proposed development’s impact on the eastbound approach
       of Forsyth Boulevard to Hanley Road in the afternoon peak hour warrants the
       construction of a dedicated right-turn lane.

CBB recommends the following mitigation:

       Overall, the following recommendations were offered in an attempt to not only mitigate
       the impact of the additional traffic generated by Centene Plaza but also improve upon
       pre-development congested conditions:

              Signal timing adjustments assumed for the a.m. peak hour analysis

                      The northbound left-turn split from Hanley Road to
                       Carondelet Avenue was increased from 23 seconds to 27
                       seconds (4 seconds).



                                                                                                               3
             Signal timing adjustments assumed for the p.m. peak hour analysis

                    The northbound and southbound split at
                     the intersection of Forsyth Boulevard
                     and Bemiston Avenue was increased from
                     36 seconds to 42 seconds (6 seconds);

                    The westbound left-turn split from
                     Carondelet Plaza to Hanley Road was
                     increased from 12 seconds to 16 seconds;
                     and

                    The southbound left-turn split from
                     Hanley Road to Forsyth Boulevard was
                     increased from 17 seconds to 20 seconds
                     (3 seconds).

             Construction of a dedicated eastbound right-turn lane on Forsyth
              Boulevard upon its approach to Hanley Road.

             Consideration of the removal of four on-street parking spaces along the
              north side of Carondelet Avenue adjacent to the 7711 and 7733
              Carondelet parking garages due to sight distance issues at the
              driveway entrances.

             Consideration of the removal of the on-street parking along Hanley
              Road between Shirley Drive and Walinca Terrance to improve the
              northbound traffic flow. Consequently, additional storage capacity for
              the northbound left-turns onto Shaw Park Drive and/or Bonhomme
              Avenue could be provided.

             Enhancements to the traffic signal operations, including the upgrade of
              vehicle actuation at the signalized intersections by installing video
              cameras on mast arms would assist in the traffic responsive system
              and the installation of a Pan-Tilt-Zoom camera at the intersection of
              Hanley Road and Forsyth Boulevard.

       Furthermore, based upon the analysis of forecasted conditions the need for an
       additional southbound though lane on Hanley Road between Forsyth Boulevard and
       Carondelet Avenue is not warranted. A third lane would have minimal benefit to the
       operations along southbound Hanley Road.

The original recommendation for a third southbound lane in 2003 was merited by the heavy southbound
right-turn demand from Hanley onto Bonhomme Avenue and/or Shaw Park Drive. However, since the
reopening of Forest Park Parkway in 2006, the demand for these movements is considerably less than
pre-closure. Consequently, the lack of demand to turn right onto westbound Bonhomme and Shaw Park
Drive negates the need and benefits associated with the previously recommended third southbound lane
on Hanley Road.

Compliance with the Business District Master Plan
The proposed development falls within the Clayton Business District Master Plan (1993) Central
Business District Action Area #10.

                                                                                                  4
       Future Function of Area:

       “This area should remain as a concentration of high-density office uses, hotels,
       and accompanying public and private parking facilities in the future. The Forsyth
       frontage itself may ultimately be redeveloped for higher density uses. If this
       occurs, it is important that subsequent redevelopment incorporate pedestrian
       oriented street level retail with the same development guidelines and design
       criteria as those recommended for the retail core and the Forsyth Corridor.”

The Centene Plaza project meets the criteria for anticipated “Future Function of Area” by providing the
City with high density office and pedestrian-oriented street level retail/commercial, which will act as a
catalyst for future development in the immediate area.

       Development Objectives:

              Maintain/upgrade the quality of existing high density development in the area.
              Route a MetroLink light rail transit line along Carondelet or Bonhomme to serve the
               Office/Hotel core.
              Develop mid-block pedestrian linkages in the long blocks comprising this Action
               Area.

The Centene Plaza project meets the development objectives for this area by providing a quality, high-
density development. The MetroLink objective is not applicable since the Cross County MetroLink line
has already been built. The proposal does not represent a traditional mid-block pedestrian linkage
between Forsyth and Carondelet; however, the proposed Hanley Terrace provides a mid-block
connection from Hanley to Forsyth.

   Redevelopment/Land Use Change Opportunities:

              Several older, three-story office buildings remain in this action area on adjacent
               sites that could be consolidated for future higher-density development.
              The other future redevelopment opportunities lie along Forsyth Boulevard
               extending from the Boatmen’s Bank Tower (now Bank of America) to the Library
               Limited. Most of the structures in this location are one to three story shallow retail
               buildings with surface parking accessed by the alley behind them. This sizeable
               concentration of properties offers redevelopment possibilities with a considerable
               degree of flexibility including a consolidated parking facility, consistent design and
               shared amenities.

The Centene Plaza project meets these redevelopment opportunities identified in the Business Districts
Master Plan by consolidating parcels, providing a centralized parking facility and, pending approval of the
Forsyth garage design, will feature a consistent design.

Zoning Amendment

Chapter 22 (Zoning Ordinance), Article 11 (Special Development District), Section 11.1 (Purpose
Statement) states that Special Development Districts are a distinct zoning district. It is this sentence
which creates the criteria for the rezoning from the base zoning to a new District known as “Special
Development District”.




                                                                                                         5
Special Development District (SDD) Eligibility

This project meets the qualifications for a Special Development District pursuant to Chapter 22 (Zoning
Ordinance), Article 11, as follows:

       The size of the lot(s) must be at least 3 acres.
        The proposed SDD is located on a 3.18 acre site.

       The existing zoning designation is C-1, C-2, HDC, or S-1.
        The zoning designation for this site is High Density Commercial (HDC).

       The project is unable to meet the established zoning criteria due to project size, phasing,
        configuration, or particular design features.

        The development proposal seeks relief from the Zoning Ordinance criteria pertaining to the 3.0
        Floor Area Ratio (FAR) requirement of the High Density Commercial District, the 10-foot front
        yard setback provisions of the High Density Commercial District, and the required parking ratio of
        1 space per 300 gross square feet.

        The garage portion of the proposal seeks relief from the requirements of the CBD Core Overlay
        Zoning District in terms of building height, upper story building stepbacks, and rear yard setback.

        The project is a multi-year two-phased proposal. The first phase is to be constructed in 2008-
        2010 and the second phase is to begin in 2015.

Zoning Waivers

The Zoning Ordinance states that a rezoning to a Special Development District is required as part of the
Special Development District plan approval process.

The proposed project seeks relief from Floor Area Ratio (FAR), setbacks and stepbacks, and parking
requirements. The HDC base zoning maximum FAR is 3.0, whereas this project has a FAR of 6.14
(excluding areas used for parking). The proposed setbacks are 0-feet along Forsyth and Carondelet and
a building stepback of 9-feet for the parking garage facing Forsyth. Parking is proposed at 1 space per
316 gross square feet instead of the required 1 space per 300 gross square feet per the Zoning
Ordinance. A parking study has been prepared by Parsons Brinckerhoff (PB) that substantiates that the
parking is adequate for the project.

In exchange for waivers of certain requirements of the Zoning Ordinance, public benefits are to be
provided. The public benefits to the City that are representative of this proposed Special Development
District include, but are not limited to, the following:

       (a)   Use of large tracts of land in a manner which provides a cohesive phased development and
             minimizes construction impact;

       (b)   Extraordinary landscaping and greenspace provisions;

       (c)   Architectural distinction and significance that would make the development noteworthy;

       (d)   Extensive use of high quality building materials that would add significant value to the
             property and benefit adjacent properties;

       (e)   Provision of new public infrastructure including, but not limited to streets, curbs, sidewalks,


                                                                                                          6
        (f)      Leadership in Energy & Environmental Design (LEED) certification from the U.S. Green
                 Building Council at a minimum “Certified” level including applicable regional priorities or an
                 equivalent, nationally recognized third party verification organization as determined by the
                 Plan Commission.

In addition, this project is proposed to contain the following public benefits for projects located in the
Central Business District:

         (a)     Inclusion of below grade public parking facility located underneath the proposed
                 development;

         (b)     Inclusion of street level landscape garden, plaza or park available for public use;

         (c)     Inclusion of a mixed use development plan where no single use exceeds 80% of the total
                 floor area;

         (d)     Public art;

         (e)     Architectural distinction and significance that would make the building(s) noteworthy; and

         (f)     Extensive use of high quality building materials that would add to the assessed valuation of
                 the structure(s).

This project will also provide Clayton with a new corporate headquarters employing several hundred
individuals, many of them new jobs. The public plaza areas will bring a new element to the City’s
ceremonial street.

Plan Commission Consideration

The Plan Commission conducted a public hearing on September 8th on the request for rezoning to
Special Development District and the Special Development Plan. The Plan Commission voted
unanimously to recommend approval with the following specific conditions:

   1.         A subdivision plat be approved by the City prior to issuance of building permits;

   2.         The design of the Forsyth parking garage and Forsyth Court public plaza, including
              landscaping, be approved by the City’s Architectural Review Board and Board of Aldermen prior
              to building permit issuance for the garage;

   3.         The surface parking lot located at 21 South Hanley be approved for construction staging for
              Phase 1. Upon completion of its use for staging, a landscape plan providing sufficient
              screening for use as a surface parking lot be approved by the Architectural Review Board;

   4.         The public benefits be provided as shown on the plans and application, including but not limited
              to, ground floor retail/commercial, public art, two public plazas, and LEED green building
              certification;

   5.         The signage be approved for the development in the form of a sign district approved by the
              City’s Architectural Review Board;




                                                                                                              7
   6.    The ground floor uses on the east bay of the parking garage and the west bay of the office
         tower facing Forsyth Court and Forsyth Boulevard be limited to sales tax producing retail and
         restaurant uses. The remainder may be a mix of retail and commercial uses. The developer
         will use commercially reasonable efforts to attract retail.

   7.    Any proposed amendments to the Special Development Plan be considered in accordance with
         Section 11.17 of the Clayton Zoning Ordinance.

   8.    Streetscape is installed according to Clayton Streetscape Standards and approved by the
         Public Works Department;

   9.    All traffic mitigation be implemented as identified in the February 2007 Traffic Impact Study
         prepared by Crawford, Bunte, Brammeier and re-affirmed on August 15, 2008

   10.   All off-site roadway improvements be provided as shown on page 45 of the August 22, 2008
         plans or as directed by the Public Works Department.

Recommendation: To conduct a public hearing and consider approving the ordinances granting a
rezoning and Special Development District to Clayton Center, LLC for the construction of the Centene
Plaza Project at 7700-36 Forsyth Boulevard & 21 S. Hanley Road.




                                                                                                    8
                                            BILL NO. 6147

                                          ORDINANCE NO.


AN ORDINANCE PROVIDING FOR THE REZONING OF CERTAIN PROPERTY LOCATED AT 7716,
7720, 7730, 7732 AND 7736 FORSYTH BOULEVARD FROM CBD CORE OVERLAY DISTRICT (BASE
ZONING OF HIGH DENSITY COMMERCIAL (HDC)) TO A SPECIAL DEVELOPMENT DISTRICT (SDD)
AND 7700, 7716, 7720, 7730, 7732, 7736 FORSYTH BOULEVARD AND 21 SOUTH HANLEY ROAD
FROM HIGH DENSITY COMMERCIAL (HDC) TO A SPECIAL DEVELOPMENT DISTRICT (SDD) AND
PROVIDING FOR A CHANGE IN THE ZONING MAP OF THE CITY OF CLAYTON, MISSOURI AND
OTHER ACTIONS RELATED THERETO.


WHEREAS, a revised Chapter 22 (Zoning Ordinance) was adopted on November 27, 2001; and

WHEREAS, Chapter 22, Section 11.2 “Zoning Amendment” designates that Special Development
Districts (SDDs) are separate zoning districts and projects utilizing SDDs must be rezoned to a Special
Development District (SDD); and

WHEREAS, on July 23, 2008, a request for rezoning of properties known as 7700, 7716, 7720, 7730,
7732, 7736 Forsyth Boulevard and 21 S. Hanley Road to a Special Development District was received
from Michael Tobin (US Equities, LLC); and

WHEREAS, on September 8, 2008, the Plan Commission recommended that the proposed rezoning be
approved by the Board of Aldermen; and

WHEREAS, after notice required by law and ordinance, a Public Hearing was held before the Board of
Aldermen of the City of Clayton to consider the request and recommendation; and

WHEREAS, upon due consideration, this Board of Aldermen finds and determines that good planning
practice, those elements of the City’s comprehensive plan applicable to the area in question, and the
public health, safety, morals and general welfare would be best served if the subject properties are
rezoned as hereinafter provided.

NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF CLAYTON,
MISSOURI, AS FOLLOWS:

Section 1.

      The zoning classification of the properties located at 7716, 7720, 7730, 7732 AND 7736 Forsyth
Boulevard are hereby changed from CBD Core Overlay District (base zoning of High Density
Commercial (HDC)) District to a Special Development District (SDD), to wit:

       Parcel 2-3:     The west ½ of Lot 19, Block 13 of the Town (now City) of Clayton
       according to the plat thereof recorded in Plat Book 1, Page 11, now 7, of the St. Louis
       County Records, City of Clayton, St. Louis County, Missouri (7716 Forsyth)-(Parcel 2-
       4) The east ½ of Lot 19, Block 13 of the Town (now City) of Clayton according to the
       plat thereof recorded in Plat Book 1, Page 11, now 7, of the St. Louis County Records,
       City of Clayton, St. Louis County, Missouri (7716 Forsyth);




                                                                                                     9
       Parcel 2-5: Lot 20, Block 13 of Town (now City) of Clayton according to the plat
       thereof recorded in Plat Book 1, Page 7 of the St. Louis County Records, City of
       Clayton, St. Louis County, Missouri (7720 Forsyth);

       Parcel 2-6:    Lot 21, Block 13 of Town (now City) of Clayton according to the plat
       thereof recorded in Plat Book 1, Page 7 of the St. Louis County Records, City of
       Clayton, St. Louis County, Missouri (7730 Forsyth)-(Parcel 2-7) Lot 22, Block 13 of the
       Town (now City) of Clayton, according to the plat thereof recorded in Plat Book 1,
       Page 11, now 7, of the St. Louis County Records, fronting 50 feet on the south line of
       Forsyth Boulevard, by a depth Southwardly of 190 feet to an alley, City of Clayton, St.
       Louis County, Missouri (7730 Forsyth);

       Parcel 2-8: Lot 23, Block 13 of Town (now City) of Clayton according to the plat
       thereof recorded in Plat Book 1, Page 7 of the St. Louis County Records, City of
       Clayton, St. Louis County, Missouri (7732 Forsyth);

       Parcels 2-9: Lot 24, Block 13 of Town (now City) of Clayton according to the plat
       thereof recorded in Plat Book 1, Page 7 of the St. Louis County Records, City of
       Clayton, St. Louis County, Missouri (7736 Forsyth);

Section 2.

      The zoning classification of the properties located at 7700 Forsyth Boulevard and 21 S.
Hanley Road are hereby changed from High Density Commercial (HDC) District to a Special
Development District, to wit:

       Parcel 2-1:     Lots 1, 2 & 3 of the Re-Subdivision of the Eastern portion of Block 13
       of the Town (now City) of Clayton, in St. Louis County, Missouri, according to the Plat
       thereof recorded in Plat Book 1, Page 125 of the St. Louis County Recorder’s Office
       (7700 Forsyth);

       Parcel 2-2:     Lots 1, 2, 3, 4 & 5 of Langtry’s Subdivision in Clayton, a Subdivision of
       Lots 4, 5 & 6 of the Re-Subdivision of the eastern portion of Block 13 of the Town
       (now City) of Clayton according to the plat thereof recorded in Plat Book 25, Page 75
       of the St. Louis County Recorder’s Office (21 S. Hanley).

Section 3.

        The “District Map” described in Chapter 22, Sections 1.2, 1.6 and 1.7 of the Code of Ordinances
of the City of Clayton is hereby revised to be consistent with the rezoning approved in Sections 1 and 2
of this Ordinance.

Section 4.

       This Ordinance is specifically contingent upon the approval and completion of the subject
Centene Plaza project. If construction of Phase I of said project does not begin within one (1) year of
approval of the Special Development District by the Board of Aldermen, unless further extended by the
Board of Aldermen, the zoning will revert back to the following zoning designations:

      7716, 7720, 7730, 7732 AND 7736 Forsyth Boulevard: CBD Core Overlay District (base zoning of
High Density Commercial (HDC)) District; and

       7700 Forsyth Boulevard and 21 S. Hanley Road: High Density Commercial (HDC) District.

                                                                                                     10
Section 5.

       This Ordinance shall be in full force and effect from and after the date of its passage and adoption by
the Board of Aldermen.

       Adopted this 23rd day of September, 2008.

                                                      ___________________________________
                                                      Mayor
ATTEST:

________________________________
City Clerk




                                                                                                           11
                                      BILL NO. 6148

                                    ORDINANCE NO.


AN ORDINANCE APPROVING THE SPECIAL DEVELOPMENT DISTRICT PLAN OF
CLAYTON CENTER, LLC, FOR THE CENTENE PLAZA PROJECT, SUBJECT TO THE
REQUIREMENTS SET FORTH IN THE CODE OF ORDINANCES OF THE CITY OF
CLAYTON, MISSOURI; AND OTHER ACTIONS RELATED THERETO.

        WHEREAS, Clayton Center, LLC (the “Developer”) submitted an application for a
special development district plan dated July 23, 2008 (the “Development Plan”) for use
of the properties known and numbered as 7700, 7716, 7720, 7730, 7732, 7736 Forsyth
Boulevard and 21 South Hanley Road (the “Site”), which Site is more fully described in
“Exhibit A”, attached hereto and incorporated herein by reference, for the development
of an approximately eight hundred fifty one thousand six hundred fifteen (851,615)
square foot mixed-use development to be constructed in two phases consisting of two
office towers and a 13 level (2 below grade), garage structure containing approximately
1,947 parking spaces (the “Project”); and

       WHEREAS, a special development district is a distinct category of zoning and in
approving any special development district plan, the Board of Aldermen has the authority
to change, alter, modify or waive any provisions of the zoning regulations set forth in
Chapter 22 of the Code in order to encourage the efficient use of land and resources,
promote greater efficiency in public and utility services, and encourage innovation in the
planning and building of all types of development; and

     WHEREAS, this Board has received the favorable report of the City Plan
Commission with respect to the approval of the Development Plan; and

       WHEREAS, all parties in interest and citizens present at this meeting have been
given an opportunity to be heard before this Board with regard to the Project, notice first
having been given and published as required by law; and

        WHEREAS, upon due consideration, this Board of Aldermen has determined that
the approval of the Special Development Plan would be in the best interest of the City
and its citizens.

      NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF
THE CITY OF CLAYTON, MISSOURI, AS FOLLOWS:

       Section 1. Findings and Development Plan Approval

       A)      The Development Plan dated September 23, 2008 available in the Office
               of the City Clerk as prepared by HOK, Inc., architects on behalf of Clayton
               Center, LLC (the “Developer”) for the Project is hereby approved, this
               Board having found and determined that the Project, as set forth in the
               aforesaid Development Plan, furthers the following objectives as specified
               in Chapter 22, Section 11.1:

               a. Allow for a complex, large scale project to be phased
          in a manner advantageous to the City, developer and
          adjacent neighborhoods;

     b. Development of a large tract of land which is vacant
        or underutilized in a coordinated manner;

     c. Creation of a more desirable environment than would
        be possible through strict application of other City
        land use regulations designed for smaller projects;

     d. Promotion of a creative approach to the use of land
        and related physical facilities resulting in better
        design and development, including aesthetic
        amenities;

     e. Combination and coordination of architectural styles,
        building forms and building relationships covering
        different phases within a single development project;

     f.   Preservation and enhancement of desirable site
          characteristics  such as      natural   topography,
          vegetation and geologic features and the prevention
          of soil erosion;

     g. Use of design, landscape or architectural features to
        create a pleasing environment;

     h. Inclusion of special features;

     i.   Elimination of deteriorated structures or incompatible
          uses through redevelopment or rehabilitation; and,

     j.   Facilitate implementation of the recommendations of
          the Business Districts Master Plan, where applicable.

B)   The Board also finds that the project provides the following Public
     Benefits as referenced in Chapter 22, Section 11.4:

     a. Use of large tracts of land in a manner which provides
        a cohesive phased development and minimizes
        construction impact;

     b. Extraordinary landscaping and greenspace
        provisions;

     c. Architectural distinction and significance that would
        make the development noteworthy;

     d. Extensive use of high quality building materials that
        would add significant value to the property and
        benefit adjacent properties;
     e. Provision of new public infrastructure including, but
        not limited to streets, curbs, sidewalks, sanitary
        sewers, storm water sewers, lighting and public
        parking;

     f.   Leadership in Energy & Environmental Design
          (LEED) certification from the U.S. Green Building
          Council at a minimum “Certified” level including
          applicable regional priorities or an equivalent,
          nationally recognized third party verification
          organization as determined by the Plan Commission.

C)   The approval of the Special Development Plan by this Board of Aldermen
     is hereby subject to the following conditions:
     1)     That the Project shall be a two building, one parking garage and
            two public areas mixed use development; and
     2)     That the Project consist of two office towers as follows: Phase I
            tower to be located at the southwest corner of Hanley Road and
            Forsyth Boulevard shall consist of 21 stories (approximately 313
            feet in height and 569,431 square feet); Phase II tower to be
            located at the northwest corner of Hanley Road and Carondelet
            Avenue shall consist of 11 stories (approximately 165 feet in
            height and 240,365 square feet); and
     3)     That the Project consist of a 13 level (11 levels above grade and 2
            levels below grade), approximately 125 feet in height parking
            garage to be located along Forsyth Boulevard west of the 21 story
            office/retail tower; and
     4)     That the parking garage contain approximately 21,385 square feet
            of ground floor retail/commercial; and
     5)     That the Project shall provide 2,424 parking spaces as follows:
            The Phase I office tower shall contain thirty (30) parking spaces
            beneath the building, the Phase II office tower shall contain twenty
            three (23) parking spaces beneath the building, the garage shall
            contain a total of 1,947 parking spaces and the 424 parking
            spaces in the existing garage located at 7733 Carondelet ; and
     6)     That the garage located at 7733 Carondelet Avenue containing
            424 spaces be counted toward the required parking spaces and
            be secured with a deed restriction to the Project; and
     7)     That the entire Project shall contain approximately eight hundred
            fifty one thousand six hundred fifteen (851,615) square feet; and
     8)     That Phase I shall begin construction in 2008 with completion in
            2010; and
     9)     That Phase II shall begin construction in 2015 with completion in
            2015; and
     10)    That approximately thirty five thousand five hundred seventy
            seven (35,577) square feet of retail, commercial and restaurant
            use be provided on the ground floor of the parking garage and
            Phase I office tower. That sales tax producing retail be located in
            the first retail bay of the garage on the east side and in the first
            retail bay of the office building on the west side fronting Forsyth
              Court and that commercially reasonable efforts be made to
              acquire sales tax producing retail tenants fronting Forsyth
              Boulevard; and
       11)    That approximately six thousand two hundred forty two (6,242)
              square feet of additional retail/commercial be provided on the
              ground floor of the Phase II office tower; and
       12)    That a subdivision plat be approved by the City prior to issuance
              of building permits; and
       13)    That the design of the Forsyth parking garage and Forsyth Court
              public plaza, including landscaping, be approved by the City’s
              Architectural Review Board and Board of Aldermen prior to
              building permit issuance for the garage; and
       14)    That the surface parking lot located at 21 South Hanley Road be
              approved for construction staging for Phase I. Upon completion of
              its use for staging, a landscape plan providing sufficient screening
              for use as a surface parking lot be approved by the Architectural
              Review Board; and
       15)    That the public benefits be provided as shown on the plans and
              application, including but not limited to public art, two public plazas
              and LEED green building certification; and
       16)    That the Sub-district Plan be approved in conformance with the
              Special Development Plan; and
       17)    That signage be approved for the development in final form of a
              sign district approved by the Architectural Review Board; and
       18)    That any proposed amendments to the Special Development Plan
              be considered in accordance with Section 11.17 of the Clayton
              Zoning Ordinance; and
       19)    That streetscape be installed according to Clayton Streetscape
              Standards and approved by the Public Works Department; and
       20)    That all traffic mitigation be implemented as identified in the
              February, 2007 Traffic Impact Study prepared by Crawford, Bunte
              & Brammeier and re-affirmed on August 14, 2008 be complied
              with; and
       21)    That all off-site roadway improvements be provided as shown on
              Page 45 of the August 22, 2008 plans that are on file in the
              Planning & Development Services Department or as directed by
              the Public Works Department.


Section 2. Implementation

The City Manager is hereby authorized and directed to take all such actions as
may be necessary and proper (or to cause the same to be taken) in order to
implement the approval of the Final Development Plan authorized by this
Ordinance.

Section 3. Effective Date

This Ordinance shall be in full force and effect after its passage and adoption by
the Board of Aldermen and upon the effective date of Ordinance Nos. ______,
adopted concurrently herewith, which provides for rezoning of the Site.
     Adopted this 23rd day of September, 2008


                                                ______________________________
                                                 Mayor


ATTEST:


______________________________
City Clerk
16
17
                         City Manager
                         10 N. Bemiston Avenue
                         Clayton, MO 63105



                        REQUEST FOR BOARD ACTION
TO:            MAYOR GOLDSTEIN; BOARD OF ALDERMEN

FROM:          CRAIG OWENS, CITY MANAGER (CSO)
               CATHERINE POWERS, DIRECTOR OF PLANNING & DEV. SERVICES

DATE:          SEPTEMBER 23, 2008

SUBJECT:       ORDINANCE APPROVING SPECIAL DEVELOPMENT DISTRICT (SDD)
               SUB-DISTRICT PLAN (PHASE I)
               CENTENE PLAZA
               7700-7736 FORSYTH BOULEVARD


This is a public hearing and subsequent ordinance to consider approving a Special Development Sub-
district Plan for Phase I of the Centene Plaza project located on the south side of Forsyth Boulevard mid-
block between Bemiston Avenue and Hanley Road and continuing east to the corner of Hanley Road
and Forsyth Boulevard, then south to the mid-block between Forsyth Boulevard and Carondelet Avenue.
The SDD mechanism was recently approved for review of larger, multi-phased projects. This portion of the
review considers only the Phase I Sub-district plan of the SDD. Phase II will receive similar review when
presented in the future.

Project Description:

Phase I consists of a 21 story (313 feet in height) office/retail/commercial tower building at the corner of
Hanley Road and Forsyth Boulevard providing 569,431 square feet of office space. The office tower will
also feature approximately 14,192 square feet of ground floor retail/commercial. Additionally, this phase will
feature a nine (9) level (7 above grade and 2 below grade) 85 foot in height parking garage consisting of
1,178 spaces located on Forsyth Boulevard immediately west of the office/retail tower. The ground floor of
the garage will contain 21,385 square feet of retail/commercial space. This phase will provide a total of
35,577 square feet of retail/commercial, with a requirement that the corner bay of the garage and office
tower fronting Forsyth Court contain sales tax producing retail. The developer will use commercially
reasonable efforts to attract retail in the remaining tenant space.

The following addresses key components of the Phase I Centene Plaza Project:

Traffic:
A Traffic Study was performed by Crawford, Bunte & Brammeier (CBB) in February, 2007. CBB has stated
in an update letter dated August 15, 2008 that the project has not changed significantly from the initial Traffic
Study. CBB states that the Centene Project will have the following impact on traffic conditions:

       The forecasted traffic conditions were then determined through further analysis and
       compared to the base conditions. Despite the recommendation of modifications to the
       signal timing at various intersections and the recommendation for an eastbound right-turn
       lane on Forsyth Boulevard at Hanley Road, it was not feasible to provide acceptable
       service conditions at all intersections during the afternoon peak hour. However, it should
       be reiterated that the base conditions already reflect poor levels of service and
       congestion along the Hanley Road corridor during the evening peak hour. Consequently,
       any additional traffic only exacerbates conditions.

       During the morning peak hour, the proposed development had a limited effect on levels
       of service, delays and queues. However, during the afternoon peak hour, many
       intersections would degrade at least one level of service, if not more. The intersections
       along Hanley Road (Forsyth, Carondelet & Bonhomme) all are anticipated to operate at a
       level of service F, with multiple approaches failing. Furthermore, the additional traffic
       added to southbound Hanley Road (more than 200 vph) would lengthen the queues such
       that it is anticipated that vehicular queues from Bonhomme would extend back to
       Carondelet. In addition, the proposed development’s impact on the eastbound approach
       of Forsyth Boulevard to Hanley Road in the afternoon peak hour warrants the
       construction of a dedicated right-turn lane.

CBB recommends the following mitigation:

       Overall, the following recommendations were offered in an attempt to not only mitigate
       the impact of the additional traffic generated by Centene Plaza but also improve upon
       pre-development congested conditions:

             Signal timing adjustments assumed for the a.m. peak hour analysis

                     The northbound left-turn split from Hanley Road to
                      Carondelet Avenue was increased from 23 seconds to 27
                      seconds (4 seconds).

             Signal timing adjustments assumed for the p.m. peak hour analysis

                     The northbound and southbound split at
                      the intersection of Forsyth Boulevard
                      and Bemiston Avenue was increased from
                      36 seconds to 42 seconds (6 seconds);

                     The westbound left-turn split from
                      Carondelet Plaza to Hanley Road was
                      increased from 12 seconds to 16 seconds;
                      and

                     The southbound left-turn split from
                      Hanley Road to Forsyth Boulevard was increased from 17
                      seconds to 20 seconds (3 seconds).

             Construction of a dedicated eastbound right-turn lane on Forsyth
              Boulevard upon its approach to Hanley Road.

             Consideration of the removal of four on-street parking spaces along the
              north side of Carondelet Avenue adjacent to the 7711 and 7733



                                                                                                    2
              Consideration of the removal of the on-street parking along Hanley
               Road between Shirley Drive and Walinca Terrance to improve the
               northbound traffic flow. Consequently, additional storage capacity for
               the northbound left-turns onto Shaw Park Drive and/or Bonhomme
               Avenue could be provided.

              Enhancements to the traffic signal operations, including the upgrade of
               vehicle actuation at the signalized intersections by installing video
               cameras on mast arms would assist in the traffic responsive system
               and the installation of a Pan-Tilt-zoom camera at the intersection of
               Hanley Road and Forsyth Boulevard.

       Furthermore, based upon the analysis of forecasted conditions the need for an
       additional southbound though lane on Hanley Road between Forsyth Boulevard and
       Carondelet Avenue is not warranted. A third lane would have minimal benefit to the
       operations along southbound Hanley Road.

The original recommendation for a third southbound lane in 2003 was merited by the heavy southbound
right-turn demand from Hanley onto Bonhomme Avenue and/or Shaw Park Drive. However, since the
reopening of Forest Park Parkway in 2006, the demand for these movements is considerably less than
pre-closure. Consequently, the lack of demand to turn right onto westbound Bonhomme and Shaw Park
Drive negates the need and benefits associated with the previously recommended third southbound lane
on Hanley Road.

Storm Water:
Storm water will be detained on-site in two large vaults under the parking garage and will improve the
existing condition. A rain garden is also shown to be located in the center of the surface parking lot at 21 S.
Hanley Road to mitigate surface run-off within this area of the site.

Parking:
This Phase of the Project will provide 1,178 parking spaces in the parking garage, 30 spaces under the
office building and 67 spaces on a surface lot at the corner of Carondelet and Hanley. The 424 spaces
already in existence at 7733 Carondelet garage will also provide required parking. Therefore, for Phase I,
Centene will have a total of 1,699 spaces or 1 space for each 322 square feet.

The Parking Study prepared by Parsons Brinckerhoff dated August 12, 2008, states:

        “The demand calculations, using two separate sources, indicate that there will be sufficient parking
        supply to meet the highest period of demand.”

The report goes on to state that with parking management practices, the project could be enhanced
substantially. Staff would request parking strategies be considered to reduce the height of the garage for
the second phase of the project.

Streetscape:
Streetscape will be installed per City of Clayton Standards to be approved by the Public Works
Department.




                                                                                                             3
Phase I Sub-District Plan:

The Sub-district Plan must contain the following criteria as set forth in Section 11.1 of the City’s Zoning
Ordinance:

               (a)    The proposed development is consistent with the Special Development
                      Plan for this site;

               (b)    Streets or other means of access to the proposed phase of
                      development meet City of Clayton standards and are suitable and
                      adequate to carry anticipated traffic;

               (c)    The internal circulation system of the proposed phase encourages safe
                      movement for vehicles and pedestrians and is in compliance with the
                      Special Development Plan;

               (d)    Existing or proposed utility services are adequate for the proposed Sub-
                      District and is in conformance with the Special Development Plan;

               (e)    Appropriate buffering is provided to protect adjacent land uses from
                      light, noise and visual impacts;

               (f)    Architecture and building materials are consistent with the design of the
                      Special Development Plan, are consistent with other phases, and are
                      compatible with the adjacent neighborhood;

               (g)    Landscaping is appropriate with the scale of the development and
                      consistent with any applicable City Codes, Ordinances and Standards.

               (h)    Topography. Every attempt shall be made to preserve the topography
                      of the property. If the topography must be altered to accommodate
                      construction, the plan must contain specific information regarding the
                      proposed topography change and its impact on the flow of drainage on
                      adjacent properties.

               (i)    New Plantings. New developments should be screened from adjacent
                      properties by use of high caliper tree plantings. A landscape plan
                      depicting all new plantings for the phase must be submitted as part of
                      the plan.

               (j)    Tree Preservation. The preservation of mature trees is encouraged.
                      The developer/architect will be required to submit a plan showing trees
                      and other significant plant material as they currently exist and how they
                      will be preserved. Tree preservation must comply with the provisions of
                      the Architectural Review Board Guidelines, Landscape Ordinance, and
                      any other applicable City codes and standards. Landscape Plan
                      requirements shall be in conformance with the City’s adopted
                      Landscape Ordinance.

               (k)    The materials, design and uses are compatible with the neighborhood
                      surrounding the proposed development phase and the City as a whole.




                                                                                                         4
                (l)         The proposed development phase complies with all other applicable
                            codes and ordinances.

 The Centene project meets the criteria as outlined above, although some specifics such as the public plaza
 and garage design will be considered by the Architectural Review Board and Board of Aldermen at a later
 date. The boundary adjustment and subdivision plats will also be considered at a later date.

 Zoning Waivers:

 Phase I of the overall SDD is requesting the following waivers from the Central Business District (CBD) Core
 Overlay Zone (base zoning of HDC), which encompasses the garage and public plaza, and the High Density
 Commercial (HDC) District encompassing the office tower:

WAIVER                DISTRICT                 PERMITTED/                       REQUESTED
                                               REQUIRED
Height                CBD Core Overlay
                      (HDC base)               4 Stories permitted              7 Stories
Step-                 CBD Core Overlay                                          9 Feet (at 3rd level of
back                  (HDC base)               15 Feet required                 garage)
Parking               CBD Core
                      Overlay/HDC              1:300 required                   1:322
Front
Setback               HDC                      10 Feet required                 4.4 Feet
Floor
Area                  HDC                      3.0 required                     4.36
Ratio(FA
R)


 In exchange, Centene will provide the City with an architecturally significant office tower, substantial new
 employment, a public gathering space with public art and 35,577 square feet of ground floor retail. The
 approval should also consider the placement of the entry door at the corner of Hanley Road and Forsyth
 Boulevard be placed no further west from Column 3 fronting Forsyth and Column B fronting Hanley Road as
 depicted on Page 31 of the plan booklet.

 Plan Commission Consideration:

 On September 8, 2008, the Plan Commission considered the Sub-district Plan and voted to recommend
 approval to the Board of Aldermen with the conditions contained in the Ordinance.

 The Plan Commission also approved the site plan for Phase I and the Architectural Review Board
 approved the design and materials of the office tower. The design and materials for Forsyth Court,
 Hanley frontage and the parking garage will require review and approval by the Architectural Review
 Board and Board of Aldermen at a later date.

 Recommendation: To conduct a public hearing and consider approving the ordinance approving the
 Special Development District (SDD) Sub-district Plan for the construction of Phase I of the Centene Plaza
 Project at 7700-7736 Forsyth Boulevard.




                                                                                                           5
                                     BILL NO. 6149

                          ORDINANCE NO. ______________


AN ORDINANCE APPROVING THE PHASE I SUB-DISTRICT DEVELOPMENT PLAN
OF CLAYTON CENTER, LLC FOR THE CENTENE PLAZA PROJECT; SUBJECT TO
THE REQUIREMENTS SET FORTH IN THE CODE OF ORDINANCES OF THE CITY
OF CLAYTON, MISSOURI; AND OTHER ACTIONS RELATED THERETO.

       WHEREAS, Clayton Center, LLC (the “Developer”) submitted an application
dated July 23, 2008 for a development plan dated August 22nd and September 23, 2008,
(the “Development Plan”) for use of the property known and numbered as 7700-7736
Forsyth Boulevard (the “Site”), which Site is more fully described in “Exhibit A”, attached
hereto and incorporated herein by reference, for the development of a 21 story (313 foot
in height), approximately five hundred sixty nine thousand four hundred thirty one
(569,431) square foot office tower and an approximate nine (9) level (2 levels below
grade) eighty five (85) feet in height garage structure including approximately thirty five
thousand five hundred seventy seven (35,577) square feet of retail, commercial and
restaurant uses on the ground floor of the office tower and parking garage (the
“Project”); and

       WHEREAS, a special development district (SDD) is a distinct category and in
approving any special development district plan, the Board of Aldermen has the authority
to change, alter, modify or waive any provisions of the zoning regulations set forth in
Chapter 22 of the Code in order to encourage the efficient use of land and resources,
promote greater efficiency in public and utility services, and encourage innovation in the
planning and building of all types of development; and

      WHEREAS, as part of the review of a SDD Project, each Phase must be
approved as a Sub-district Plan separately; and

     WHEREAS, this Board has received the favorable report of the City Plan
Commission with respect to the approval of the Sub-district Development Plan; and

       WHEREAS, all parties in interest and citizens present at this meeting have been
given an opportunity to be heard before this Board with regard to the Project, notice first
having been given and published as required by law; and

       WHEREAS, upon due consideration, this Board of Aldermen has determined that
the approval of the Preliminary Development Plan and concurrent Final Plan would be in
the best interest of the City and its citizens.

      NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF
THE CITY OF CLAYTON, MISSOURI, AS FOLLOWS:

       Section 1. Findings and Development Plan Approval

A)     The Sub-district Plan dated September 23, 2008 as prepared by HOK, architects
       on behalf of Clayton Center, LLC and on file in the City Clerk’s Office, as
       submitted by Clayton Center, LLC (the “Developer”) for the Project is hereby
approved, this Board having found and determined that the Project, as set forth
in the aforesaid Development Plan, furthers the following objectives as specified
in Chapter 22, Section 11.10:

(a)    The proposed development is consistent with the Special
       Development Plan for this site;

(b)    Streets or other means of access to the proposed phase of
       development meet City of Clayton standards and are suitable
       and adequate to carry anticipated traffic;

(c)    The internal circulation system of the proposed phase
       encourages safe movement for vehicles and pedestrians and
       is in compliance with the Special Development Plan;

(d)    Existing or proposed utility services are adequate for the
       proposed Sub-District and is in conformance with the Special
       Development Plan;

(e)    Appropriate buffering is provided to protect adjacent land uses
       from light, noise and visual impacts;

(f)    Architecture and building materials are consistent with the
       design of the Special Development Plan, are consistent with
       other phases, and are compatible with the adjacent
       neighborhood;

(g)    Landscaping is appropriate with the scale of the development
       and consistent with any applicable City Codes, Ordinances
       and Standards.

(h)    Topography. Every attempt shall be made to preserve the
       topography of the property. If the topography must be altered
       to accommodate construction, the plan must contain specific
       information regarding the proposed topography change and its
       impact on the flow of drainage on adjacent properties.

(i)    New Plantings. New developments should be screened from
       adjacent properties by use of high caliper tree plantings. A
       landscape plan depicting all new plantings for the phase must
       be submitted as part of the plan.

(j)    Tree Preservation. The preservation of mature trees is
       encouraged. The developer/architect will be required to
       submit a plan showing trees and other significant plant
       material as they currently exist and how they will be preserved.
       Tree preservation must comply with the provisions of the
       Architectural Review Board Guidelines, Landscape Ordinance,
       and any other applicable City codes and standards.
       Landscape Plan requirements shall be in conformance with
       the City’s adopted Landscape Ordinance.
     (k)   The materials, design and uses are compatible with the
           neighborhood surrounding the proposed development phase
           and the City as a whole.

     (l)   The proposed development phase complies with all other
           applicable codes and ordinances.


B)   The Board also finds that the Project provides the following Public
     Benefits as referenced in Chapter 22, Section 11.4:

     (a)   Use of large tracts of land in a manner which provides a
           cohesive phased development and minimizes construction
           impact;

     (b)   Extraordinary landscaping and greenspace provisions;

     (c)   Garage entryways by virtue of their location, materials and
           design that blend with the architecture of the surrounding
           neighborhood;

     (d)   Architectural distinction and significance that would make the
           development noteworthy;

     (e)   Extensive use of high quality building materials that would add
           significant value to the property and benefit adjacent properties;

     (f)   Provision of new public infrastructure including, but not limited to
           streets, curbs, sidewalks, sanitary sewers, storm water sewers,
           lighting and public parking;

     (g)   Provisions for reduced sale or rental for a percentage of the
           residential units to encourage the goal of affordable housing, if
           residential is proposed;

     (h)   Leadership in Energy & Environmental Design (LEED)
           certification from the U.S. Green Building Council at a minimum
           “Certified” level including applicable regional priorities or an
           equivalent, nationally recognized third party verification
           organization as determined by the Plan Commission.

C)   The Board also finds that the Project provides the following benefits
     specific to the Central Business District as referenced in Chapter 22,
     Section 11.4:

     (a)    Inclusion of below grade public parking facility located
            underneath the proposed development;

     (b)    Inclusion of street level landscape garden, plaza or park
            available for public use;
     (c)    Inclusion of a mixed use development plan where no single use
            exceeds 80% of the total floor area;

     (d)    Public art;

     (e)    Architectural distinction and significance that would make the
            building(s) noteworthy; and

     (f)    Extensive use of high quality building materials that would add
            to the assessed valuation of the structure(s).

D)   The approval of the Sub-district Plan by this Board of Aldermen is hereby
     subject to the following conditions:


            1)      That the office tower, to be located at the southwest
                    corner of Hanley Road and Forsyth Boulevard, consist
                    of 21 stories (approximately 313 feet in height and
                    569,431 square feet) and 14,192 square feet of ground
                    floor retail/commercial; and
            2)      That the garage, to be located along Forsyth Boulevard
                    west of the office/retail tower, consist of 9 levels (2
                    levels below grade), and contain approximately 1,178
                    spaces and approximately 21,385 square feet of ground
                    floor retail/commercial; and
            3)      That approximately thirty five thousand five hundred
                    seventy seven (35,577) square feet of retail, commercial
                    and restaurant use be provided on the ground floor of
                    the parking garage and office tower. That sales tax
                    producing retail be located in the first retail bay of the
                    garage on the east side and in the first retail bay of the
                    office building on the west side fronting Forsyth Court
                    and that commercially reasonable efforts be made to
                    acquire sales tax producing retail tenants fronting
                    Forsyth Boulevard; and
            4)      That the office tower shall contain thirty (30) parking
                    spaces beneath the building, and
            5)      That the garage located at 7733 Carondelet Avenue
                    containing 424 spaces be counted toward the required
                    parking spaces and be secured with a deed restriction to
                    the Project; and
            6)      That construction shall begin in 2008 with completion in
                    2010; and
            7)      That a subdivision plat be approved by the City prior to
                    issuance of building permits for the garage; and
            8)      That the design of the Forsyth parking garage and
                    Forsyth Court public plaza, including landscaping, be
                    approved by the City’s Architectural Review Board and
                    Board of Aldermen prior to building permit issuance for
                    the garage; and
       9)     That the surface parking lot located at 21 South Hanley
              Road be approved for construction staging for Phase I.
              Upon completion of its use for staging, a landscape plan
              providing sufficient screening for use as a surface
              parking lot be approved by the Architectural Review
              Board; and
       10)    That the public benefits be provided as shown on the
              plans and application, including but not limited to public
              art, two public plazas and LEED green building
              certification; and
       11)    That signage be approved for the development in final
              form of a sign district approved by the Architectural
              Review Board; and
       12)    That any proposed amendments to the Special
              Development Plan be considered in accordance with
              Section 11.17 of the Clayton Zoning Ordinance; and
       13)    That streetscape be installed according to Clayton
              Streetscape Standards and approved by the Public
              Works Department; and
       14)    That final approval be received by the City’s Fire
              Department of the turn-around area, location of central
              fire command room and other fire related issues prior to
              building permit issuance; and
       15)    That all traffic mitigation identified in the February, 2007
              Traffic Impact Study prepared by Crawford, Bunte &
              Brammeier and re-affirmed on August 14, 2008 be
              complied with; and
       16)    That all off-site roadway improvements be provided as
              shown on Page 45 of the August 22, 2008 plans that are
              on file in the Planning & Development Services
              Department or as directed by the Public Works
              Department.




Section 2. Implementation

The City Manager is hereby authorized and directed to take all such actions as
may be necessary and proper (or to cause the same to be taken) in order to
implement the approval of the Final Development Plan authorized by this
Ordinance.


Section 3. Effective Date

This Ordinance shall be in full force and effect after its passage and adoption by
the Board of Aldermen and upon the effective date of Ordinance Nos. ______,
adopted concurrently herewith, which provides for rezoning of the Site.
Adopted this 23rd day of September, 2008


                                           _____________________________
                                           Mayor


ATTEST:

______________________________
City Clerk
                        City Manager
                        10 N. Bemiston Avenue
                        Clayton, MO 63105



                     REQUEST FOR BOARD ACTION

TO:            MAYOR GOLDSTEIN; BOARD OF ALDERMEN
FROM:          CRAIG S. OWENS, CITY MANAGER (CSO)


DATE:          SEPTEMBER 23, 2008
SUBJECT:       ORDINANCE - PROPOSED DEVELOPMENT AGREEMENT FOR HOTEL/PARKING
               GARAGE PROJECT AT THE INTERSECTION OF NORTH CENTRAL AND
               MARYLAND AVENUES.



OVERVIEW
RJ York SSG, LLC (the “Developer”) is contemplating the redevelopment of certain property at the
northwest and southwest quadrants of the intersection of Maryland Avenue and North Central Avenue
(the “Project Area”), which consists of the following two phases: (a) on the southern portion of the
Project Area, the development of an approximately 241-room boutique hotel, approximately 18 luxury
residential condominiums, approximately 5,800 square feet of retail space within the hotel and
condominium complex and transportation-related improvements within the Project Area to support the
hotel and condominium complex and other retail and economic activity within the City (collectively, the
“South Phase”), and (b) on the northern portion of the Project Area, the construction of a 377-space
structured parking facility (the “Parking Garage”) and approximately 16,500 square feet of retail space
(collectively, the “North Phase”). The number of parking spaces set forth herein does not supersede
the requirements of any City board or commission, and therefore the number may change to satisfy
any such requirements. The South Phase and the North Phase are collectively referred to herein as
the “Project.” The Parking Garage and the other transportation-related improvements are referred to
herein as the “Transportation Project.”

The Project will be financed with a combination of public and private sources, including the imposition
of transportation development district sales taxes and special assessments, public parking fees,
municipal contributions and private lease payments. The Development Agreement described in this
memorandum provides for the terms upon which public financial assistance will be granted.
Additionally, the Development Agreement references the City Ground Lease and the City Parking
Lease, both of which require City approval and are discussed below where their provisions
supplement those of the Development Agreement.

.
Payment of City Expenses
The City and the Developer have previously entered into a Preliminary Funding Agreement, pursuant
to which the Developer advanced $50,000 for costs related to the approval of the Development
Agreement. Upon execution of the Development Agreement, the Developer will pay to the City an
amount sufficient to cover any additional costs related to the approval of the Development Agreement.

Construction of the Transportation Project
The Developer will construct the Transportation Project (including the Parking Garage). The
Developer will commence construction of the Transportation Project by September 1, 2009 and
substantially complete the Transportation Project by June 1, 2011 (subject to force majeure, which
generally includes events beyond the Developer’s control that might cause delays, such as acts of
God, war, material shortages, unusually adverse soil conditions, litigation, etc.).

Acquisition of the Parking Garage Site
The Developer needs to acquire two parcels to complete acquisition of the Parking Garage Site:

Church Parcel: The Developer will acquire a 99 year leasehold interest in a parcel owned by the St.
Louis Catholic Real Estate Corporation (i.e., St. Joseph’s), pursuant to the Church Ground Lease.
The Church will receive a lump sum payment of $1,030,000 from the Developer and will be entitled to
use certain parking spots in the Parking Garage.

City Parcel: The Developer will acquire a 99 year leasehold interest in a parcel owned by the City (the
surface parking lot on the north side of Maryland Avenue) pursuant to the City Ground Lease. The
City will receive a lump sum payment of $1,300,000, a nominal base rent payment, and additional rent
equal to the amount the City earned from the surface parking lot in 2007 (less operating expenses
and increased annually at the same rate as the Consumer Price Index).

Ownership of the Parking Garage Upon Completion
During the period that the Parking Garage is being financed, it will be owned by the Central and
Maryland Transportation Development District (the “District”) or another entity controlled by the
Developer (collectively referred to in the Development Agreement as the “Ownership Entity”). After the
financing period is completed, the Ownership Entity will transfer ownership to the City, which will
transfer its interest to the Developer. Pursuant to the City Ground Lease and upon expiration or
termination of the City Ground Lease, ownership of the City Parcel, the portion of the Parking Garage
site referred to as the “Developer Parcel,” and a proportionate share of the Parking Garage will revert
to the City.

Parking Leases
The Ownership Entity will lease out various portions of the Parking Garage as follows:

Church Parking Lease: The Church will have the right to use 35 parking spaces during one noon
weekday mass, 75 parking spaces during weekend operations, and 10 parking spaces continuously
for clergy and staff.

City Parking Lease: The City Parking Lease will provide for approximately 157 parking spaces to be
available for public use (subject to parking fees). If the Parking Garage is damaged or destroyed, the
Developer will provide replacement public parking spaces at a different location (reasonably near the
Parking Garage site).

Developer Parking Lease: The Ownership Entity will lease the remainder of the parking spaces to the
Developer, who is expected to sublease such parking spaces to the hotel operator.

Maintenance and Management of the Parking Garage

                                               Page 2 of 4
The Ownership Entity will maintain and operate the Parking Garage during the financing period in a
manner similar to other parking facilities operated by the City. The operations and maintenance costs
will be funded from District parking fees and hotel lease payments.

Insurance
The Development Agreement requires the Developer (and/or its contractors) to obtain general liability
and builder’s risk insurance equal to the current absolute statutory waivers of sovereign immunity (i.e.,
the statutory maximum that the City could be liable for). Pursuant to the City Ground Lease, the
Developer must also keep the Parking Garage fully insured after its completion.

Transportation Development District
The City will cooperate with the Developer to create the District pursuant to the Missouri
Transportation Development Act (the “TDD Act”). The District’s boundaries are limited to the Project
Area. The District will be governed by a 5 member board of directors. One director will be appointed
by the City and at least 3 directors will represent the Developer. The District will stay in existence until
the earlier of 40 years or the date when all District Obligations (described below) are paid in full.

District to Reimburse Developer for Transportation Project Costs
The District will reimburse the Developer for the cost of the Transportation Project (to the extent such
costs are allowed under the TDD Act) through the issuance of notes and bonds (collectively, the
“District Obligations”). Debt service on the District Obligations will be paid from the District Revenues
and the “Municipal Revenues” described below.

District Revenue Sources
Sales Tax. The District will impose a 1% sales tax. These revenues will be primarily used to pay debt
service on the District Obligations.

Hotel Assessment. The District will impose an assessment of at least $7 per occupied hotel room per
night. These revenues will be primarily used to pay debt service on the District Obligations.

Parking Fees. The District will impose fees for parking in the Parking Garage. These revenues will
be primarily used to fund the operation and maintenance of the Parking Garage.

Pledge of Municipal Revenues
The City shall, subject to annual appropriation by the Board of Aldermen, deposit an amount equal to
the revenues generated from a 1% sales tax on incremental taxable sales in the Project Area over the
amount of taxable sales in the Project Area for the calendar year 2007 (the “Municipal Revenues”)
with the District to pay debt service on the District Obligations. This pledge of Municipal Revenues
shall terminate at the earlier of (a) 20 years after substantial completion of the Project, or (b) the time
at which the District Obligations issued to finance the Parking Garage are fully redeemed. The City’s
pledge of Municipal Revenues is also limited to paying debt service on the District Obligations
associated with the Parking Garage in an amount proportionate to the public parking available in the
Parking Garage pursuant to the City Parking Lease (i.e., if public parking accounts for 41.6% of the
Parking Garage, Municipal Revenues may fund no more that 41.6% of the debt service on the District
Obligations).

Developer’s Right to Terminate Development Agreement
The Developer may terminate the Development Agreement at anytime prior to the substantial
completion of the Parking Garage (and/or with respect to the retail space to be constructed on the
north side of Maryland Avenue, anytime prior to the transfer of the property described in the City
Ground Lease to the Developer) if (a) the City breaches or defaults any provision or covenant of the
Development Agreement, (b) the Developer is unable to obtain all required approvals which
Developer deems reasonably necessary for the completion of the Project.

                                                 Page 3 of 4
City’s Right to Terminate Development Agreement
The City may terminate the Development Agreement at anytime prior to the substantial completion of
the Parking Garage if the Developer defaults or breaches any provision or covenant of the
Development Agreement.

Release and Indemnification
The Developer agrees to indemnify the City, its governing body members, officers, employees, agents
and independent contractors against a broad range of suits and claims. The Developer also agrees to
a broad release of liability for the City, its governing body members, officers, employees, agents and
independent contractors relating to the implementation of the Development Agreement and the
construction of the Project.

Recommendation: To approve the ordinance authorizing execution of documents related to the RJ
York SSG, LLC development project.




                                              Page 4 of 4
                                       BILL NO. 6150
                                      ORDINANCE NO.

AN ORDINANCE APPROVING CERTAIN DOCUMENTS AND ACTIONS IN
CONNECTION WITH A PROJECT BEING UNDERTAKEN BY RJ YORK SSG, LLC,
INCLUDING A DEVELOPMENT AGREEMENT, A GROUND LEASE AND A PARKING
LEASE; AND DIRECTING AND AUTHORIZING CITY OFFICIALS TO TAKE CERTAIN
ACTIONS RELATED TO SUCH DOCUMENTS

WHEREAS, RJ York SSG, LLC, a Missouri limited liability company (the “Developer”) has
presented to the City a plan for a mixed-use development (the “Project”) at the northwest
and southwest quadrants of the intersection of Maryland Avenue and North Central Avenue
(the “Project Area”), consisting of the following two phases: (a) on the southern portion of
the Project Area, the development of an approximately 241-room boutique hotel,
approximately 18 luxury residential condominiums, approximately 5,800 square feet of retail
space within the hotel and condominium complex and transportation-related improvements
within the Project Area to support the hotel and condominium complex and other retail and
economic activity within the City, and (b) on the northern portion of the Project Area, the
construction of a 377-space structured parking facility (the “Parking Garage”) and
approximately 16,500 square feet of retail space as a part of said structured parking facility;
and

WHEREAS, the Developer has proposed to create the Central and Maryland Transportation
Development District (the “District”) pursuant to the Missouri Transportation Development
District Act, Sections 238.200 to 238.280 of the Revised Statutes of Missouri, as amended
(the “TDD Act”), the boundaries of which will be coterminous with the boundaries of the
Project Area; and

WHEREAS, the purpose of the District will be to finance and construct, or cause the
construction of, the Parking Garage and certain other transportation improvements
(collectively, the “Transportation Project”); and

WHEREAS, the District, if created, will generate revenues from a special assessment levied
against hotel rooms within the District, a sales tax on all eligible retail sales purchased in the
District, and parking fees for the use of certain portions of the Parking Garage; and

WHEREAS, in recognition of the benefits derived from the Project by the City, its residents,
businesses and other taxing districts, the City desires to assist in the implementation of the
Transportation Project, by entering into (1) the Development Agreement by and among the
City, the Developer, and upon its creation, the District, substantially in the form attached
hereto as Exhibit A (the “Development Agreement”), (2) the Ground Lease by and between
the City, as landlord, and the Developer, as tenant, in substantially the form attached to the
Development Agreement as Exhibit H (the “City Ground Lease”), and (3) the Parking Lease
by and between the ownership entity of the Parking Garage, as landlord, and the City, as
tenant, in substantially the form attached to the Development Agreement as Exhibit J (the
“City Parking Lease”); and
WHEREAS, the Board of Aldermen hereby determines that it is necessary and advisable
and in the best interest of the City and of its inhabitants to authorize and approve the
Development Agreement, the City Ground Lease and the City Parking Lease and the
transactions contemplated thereby.

      NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE
CITY OF CLAYTON, MISSOURI, AS FOLLOWS:

       Section One:          The Development Agreement, in substantially the form attached
hereto as Exhibit A and presented to the Board of Aldermen, is hereby approved with such
changes therein as shall be approved by the officers of the City executing the same. The
Mayor is hereby authorized and directed to execute the Development Agreement, on behalf
of the City, and the City Clerk is hereby authorized and directed to attest, and affix the seal
of the City to, the Development Agreement.

        Section Two:          The City Ground Lease, in substantially the form attached to the
Development Agreement as Exhibit H and presented to the Board of Aldermen, is hereby
approved with such changes therein as shall be approved by the officers of the City
executing the same. The City Manager is hereby authorized and directed to execute the City
Ground Lease on behalf of the City, and the City Clerk is hereby authorized and directed to
attest, and affix the seal of the City to, the City Ground Lease.

        Section Three:        The City Parking Lease, in substantially the form attached to the
Development Agreement as Exhibit J and presented to the Board of Aldermen, is hereby
approved with such changes therein as shall be approved by the officers of the City
executing the same. The City Manager is hereby authorized and directed to execute the City
Parking Lease on behalf of the City, and the City Clerk is hereby authorized and directed to
attest, and affix the seal of the City to, the City Parking Lease.

         Section Four:     The officers of the City are hereby authorized and directed to
execute all documents and take such actions as they may deem necessary or advisable in
order to carry out and perform the purposes of this Ordinance and to make ministerial
alterations, changes or additions to the foregoing documents herein approved, authorized
and confirmed which they may approve and the execution of such action shall be conclusive
evidence of such necessity or advisability.

        Section Five:        The sections of this Ordinance shall be severable. If any section
of this Ordinance is found by a court of competent jurisdiction to be invalid, the remaining
sections shall remain valid, unless the court finds that: (a) the valid sections are so essential
to and inseparably connected with and dependent upon the void section that it cannot be
presumed that the Board of Aldermen has or would have enacted the valid sections without
the void ones; and (b) the valid sections, standing alone, are incomplete and are incapable
of being executed in accordance with the legislative intent.

                                               -2-
       Section Six: This Ordinance shall be in full force and effect from and after the date of
its passage by the Board of Aldermen and approval by the Mayor.

      ADOPTED by the Board of Aldermen and APPROVED by the Mayor of the City of
Clayton, Missouri, this 23rd day of September, 2008.



                                           _____________________________________
                                           Mayor
(SEAL)

ATTEST:


_______________________________
City Clerk




                                              -3-
      EXHIBIT A

DEVELOPMENT AGREEMENT
                                        G ILMORE & B ELL
                                          A PROFESSIONAL CORPORATION
             31 4- 43 6- 1 00 0
                                               ATTORNEYS AT LAW                       K AN S A S C IT Y, M I S SO UR I
         FAX : 3 1 4- 4 3 6- 1 1 66        ONE METROPOLITAN SQUARE                        W ICHIT A, K AN S A S
      W W W .G ILMO R E B E LL . CO M                                                   LI NCO L N, N E BR A S K A
                                         211 NORTH BROADW AY, SUITE 2350
                                          ST. LOUIS, MISSOURI 63102-2733




                                           MEMORANDUM


To:       Craig Owens

From: Mark D. Grimm

Date: September 18, 2008

Re:       Proposed Development Agreement for Hotel/Parking Garage Project at the Intersection of
          North Central and Maryland Avenues.



                                             INTRODUCTION

         RJ York SSG, LLC (the “Developer”) is contemplating the redevelopment of certain property at
the northwest and southwest quadrants of the intersection of Maryland Avenue and North Central Avenue
(the “Project Area”), which consists of the following two phases: (a) on the southern portion of the
Project Area, the development of an approximately 241-room boutique hotel, approximately 18 luxury
residential condominiums, approximately 5,800 square feet of retail space within the hotel and
condominium complex and transportation-related improvements within the Project Area to support the
hotel and condominium complex and other retail and economic activity within the City (collectively, the
“South Phase”), and (b) on the northern portion of the Project Area, the construction of a 377-space
structured parking facility (the “Parking Garage”) and approximately 16,500 square feet of retail space
(collectively, the “North Phase”). The number of parking spaces set forth herein does not supersede the
requirements of any City board or commission, and therefore the number may change to satisfy any such
requirements. The South Phase and the North Phase are collectively referred to herein as the “Project.”
The Parking Garage and the other transportation-related improvements are referred to herein as the
“Transportation Project.”

        The Project will be financed with a combination of public and private sources, including the
imposition of transportation development district sales taxes and special assessments, public parking fees,
municipal contributions and private lease payments. The Development Agreement described in this
memorandum provides for the terms upon which public financial assistance will be granted.
Additionally, the Development Agreement references the City Ground Lease and the City Parking Lease,
both of which require City approval and are discussed below where their provisions supplement those of
the Development Agreement.

.
                                     DEVELOPMENT AGREEMENT

Payment of City Expenses

The City and the Developer have previously entered into a Preliminary Funding Agreement, pursuant to
which the Developer advanced $50,000 for costs related to the approval of the Development Agreement.
Upon execution of the Development Agreement, the Developer will pay to the City an amount sufficient
to cover any additional costs related to the approval of the Development Agreement.

Construction of the Transportation Project

The Developer will construct the Transportation Project (including the Parking Garage). The Developer
will commence construction of the Transportation Project by September 1, 2009 and substantially
complete the Transportation Project by June 1, 2011 (subject to force majeure, which generally includes
events beyond the Developer’s control that might cause delays, such as acts of God, war, material
shortages, unusually adverse soil conditions, litigation, etc.).

Acquisition of the Parking Garage Site

The Developer needs to acquire two parcels to complete acquisition of the Parking Garage Site:

Church Parcel: The Developer will acquire a 99 year leasehold interest in a parcel owned by the St.
Louis Catholic Real Estate Corporation (i.e., St. Joseph’s), pursuant to the Church Ground Lease. The
Church will receive a lump sum payment of $1,030,000 from the Developer and will be entitled to use
certain parking spots in the Parking Garage.

City Parcel: The Developer will acquire a 99 year leasehold interest in a parcel owned by the City (the
surface parking lot on the north side of Maryland Avenue) pursuant to the City Ground Lease. The City
will receive a lump sum payment of $1,300,000, a nominal base rent payment, and additional rent equal
to the amount the City earned from the surface parking lot in 2007 (less operating expenses and increased
annually at the same rate as the Consumer Price Index).

Ownership of the Parking Garage Upon Completion

During the period that the Parking Garage is being financed, it will be owned by the Central and
Maryland Transportation Development District (the “District”) or another entity controlled by the
Developer (collectively referred to in the Development Agreement as the “Ownership Entity”). After the
financing period is completed, the Ownership Entity will transfer ownership to the City, which will
transfer its interest to the Developer. Pursuant to the City Ground Lease and upon expiration or
termination of the City Ground Lease, ownership of the City Parcel, the portion of the Parking Garage site
referred to as the “Developer Parcel,” and a proportionate share of the Parking Garage will revert to the
City.

Parking Leases

The Ownership Entity will lease out various portions of the Parking Garage as follows:

Church Parking Lease: The Church will have the right to use 35 parking spaces during one noon
weekday mass, 75 parking spaces during weekend operations, and 10 parking spaces continuously for
clergy and staff.


                                                   -2-
City Parking Lease: The City Parking Lease will provide for approximately 157 parking spaces to be
available for public use (subject to parking fees). If the Parking Garage is damaged or destroyed, the
Developer will provide replacement public parking spaces at a different location (reasonably near the
Parking Garage site).

Developer Parking Lease: The Ownership Entity will lease the remainder of the parking spaces to the
Developer, who is expected to sublease such parking spaces to the hotel operator.

Maintenance and Management of the Parking Garage

The Ownership Entity will maintain and operate the Parking Garage during the financing period in a
manner similar to other parking facilities operated by the City. The operations and maintenance costs will
be funded from District parking fees and hotel lease payments.

Insurance

The Development Agreement requires the Developer (and/or its contractors) to obtain general liability
and builder’s risk insurance equal to the current absolute statutory waivers of sovereign immunity (i.e.,
the statutory maximum that the City could be liable for). Pursuant to the City Ground Lease, the
Developer must also keep the Parking Garage fully insured after its completion.

Transportation Development District

The City will cooperate with the Developer to create the District pursuant to the Missouri Transportation
Development Act (the “TDD Act”). The District’s boundaries are limited to the Project Area. The
District will be governed by a 5 member board of directors. One director will be appointed by the City
and at least 3 directors will represent the Developer. The District will stay in existence until the earlier of
40 years or the date when all District Obligations (described below) are paid in full.

District to Reimburse Developer for Transportation Project Costs

The District will reimburse the Developer for the cost of the Transportation Project (to the extent such
costs are allowed under the TDD Act) through the issuance of notes and bonds (collectively, the “District
Obligations”). Debt service on the District Obligations will be paid from the District Revenues and the
“Municipal Revenues” described below.

District Revenue Sources

Sales Tax. The District will impose a 1% sales tax. These revenues will be primarily used to pay debt
service on the District Obligations.

Hotel Assessment. The District will impose an assessment of at least $7 per occupied hotel room per
night. These revenues will be primarily used to pay debt service on the District Obligations.

Parking Fees. The District will impose fees for parking in the Parking Garage. These revenues will be
primarily used to fund the operation and maintenance of the Parking Garage.




                                                     -3-
Pledge of Municipal Revenues

The City shall, subject to annual appropriation by the Board of Aldermen, deposit an amount equal to the
revenues generated from a 1% sales tax on incremental taxable sales in the Project Area over the amount
of taxable sales in the Project Area for the calendar year 2007 (the “Municipal Revenues”) with the
District to pay debt service on the District Obligations. This pledge of Municipal Revenues shall
terminate at the earlier of (a) 20 years after substantial completion of the Project, or (b) the time at which
the District Obligations issued to finance the Parking Garage are fully redeemed. The City’s pledge of
Municipal Revenues is also limited to paying debt service on the District Obligations associated with the
Parking Garage in an amount proportionate to the public parking available in the Parking Garage pursuant
to the City Parking Lease (i.e., if public parking accounts for 41.6% of the Parking Garage, Municipal
Revenues may fund no more that 41.6% of the debt service on the District Obligations).

Developer’s Right to Terminate Development Agreement

The Developer may terminate the Development Agreement at anytime prior to the substantial completion
of the Parking Garage (and/or with respect to the retail space to be constructed on the north side of
Maryland Avenue, anytime prior to the transfer of the property described in the City Ground Lease to the
Developer) if (a) the City breaches or defaults any provision or covenant of the Development Agreement,
(b) the Developer is unable to obtain all required approvals which Developer deems reasonably necessary
for the completion of the Project.

City’s Right to Terminate Development Agreement

The City may terminate the Development Agreement at anytime prior to the substantial completion of the
Parking Garage if the Developer defaults or breaches any provision or covenant of the Development
Agreement.

Release and Indemnification

The Developer agrees to indemnify the City, its governing body members, officers, employees, agents
and independent contractors against a broad range of suits and claims. The Developer also agrees to a
broad release of liability for the City, its governing body members, officers, employees, agents and
independent contractors relating to the implementation of the Development Agreement and the
construction of the Project.


                                                   * * *




                                                     -4-
                DEVELOPMENT AGREEMENT

                      by and among the

                CITY OF CLAYTON, MISSOURI,

                     RJ YORK SSG, LLC

                            and

CENTRAL AND MARYLAND TRANSPORTATION DEVELOPMENT DISTRICT

                             of

                    ______________, 2008




                                                 Board copy 09/19/08
                                         TABLE OF CONTENTS


                                                  ARTICLE I.
                                                 DEFINITIONS

Section 1.1     Definitions........................................................................................................... 2
Section 1.2     Rules of Interpretation ...................................................................................... 10
Section 1.3     Recitals.............................................................................................................. 10

                                     ARTICLE II.
                             DEVELOPER TO ADVANCE COSTS

Section 2.1     Payment of City Expenses ................................................................................ 10
Section 2.2     Developer to Advance Costs............................................................................. 11

                               ARTICLE III.
                     ACQUISITION, CONSTRUCTION AND
              FUTURE OWNERSHIP OF TRANSPORTATION PROJECT

Section 3.1     Construction of the Transportation Project....................................................... 11
Section 3.2     Acquisition of Parking Garage Site .................................................................. 11
Section 3.3     Ownership of Parking Garage Upon Completion............................................. 12
Section 3.4     Parking Leases .................................................................................................. 12
Section 3.5     No Condemnation ............................................................................................. 13
Section 3.6     Construction Contracts...................................................................................... 13
Section 3.7     Transportation Project Construction Schedule ................................................. 13
Section 3.8     Construction Plans for the Transportation Project............................................ 13
Section 3.9     Transportation Project Scope; Modifications ................................................... 13
Section 3.10    Maintenance and Management of the Transportation Project .......................... 13
Section 3.11    Inspection.......................................................................................................... 15
Section 3.12    Certificate of Substantial Completion............................................................... 15
Section 3.13    Insurance ........................................................................................................... 15
Section 3.14    Transportation Development District ............................................................... 16

                          ARTICLE IV.
        REIMBURSEMENT OF TRANSPORTATION PROJECT COSTS

Section 4.1     District to Pay Reimbursable Transportation Project Costs ............................. 17
Section 4.2     Certificate of Reimbursable Transportation Project Costs; Developer’s
                Right to Substitute............................................................................................. 17
Section 4.3     District’s Obligations Limited to Available Revenues and Proceeds of
                Obligations........................................................................................................ 18
Section 4.4     Payment of Hotel Lease Payments ................................................................... 18
Section 4.5     Pledge of Municipal Revenues ......................................................................... 18

                                                 ARTICLE V.
                                                OBLIGATIONS


                                                           (i)
Section 5.1    Notes ............................................................................................................... 18
Section 5.2    Bonds ............................................................................................................... 19
Section 5.3    Subordinate Obligations.................................................................................... 19
Section 5.4    Cooperation in the Issuance of Obligations ...................................................... 19

                              ARTICLE VI.
               COLLECTION AND USE OF AVAILABLE REVENUES

Section 6.1    Special Trust Fund; Pledge of Available Revenues.......................................... 20
Section 6.2    Application of Available Revenues .................................................................. 20
Section 6.3    Limited Obligations .......................................................................................... 21
Section 6.4    Covenant to Request Annual Appropriation..................................................... 21
Section 6.5    Repeal of District Funding Mechanisms........................................................... 22
Section 6.6    Abolishment of the District............................................................................... 22

                                         ARTICLE VII.
                                      GENERAL PROVISIONS

Section 7.1    Developer’s Right of Termination .................................................................... 22
Section 7.2    City’s Right of Termination.............................................................................. 22
Section 7.3    District’s Right of Termination......................................................................... 22
Section 7.4    Successors and Assigns..................................................................................... 23
Section 7.5    Remedies........................................................................................................... 23
Section 7.6    Force Majeure ................................................................................................... 23
Section 7.7    Notices .............................................................................................................. 24
Section 7.8    Choice of Law................................................................................................... 25
Section 7.9    Entire Agreement; Amendment ........................................................................ 25
Section 7.10   Counterparts...................................................................................................... 25
Section 7.11   Severability ....................................................................................................... 25
Section 7.12   Representatives Not Personally Liable ............................................................. 25
Section 7.13   Release and Indemnification............................................................................. 26
Section 7.14   Net Worth.......................................................................................................... 26

                                  ARTICLE VIII.
                         REPRESENTATIONS OF THE PARTIES

Section 8.1    Representations of the City............................................................................... 27
Section 8.2    Representations of the Developer ..................................................................... 27
Section 8.3    Representations of the District.......................................................................... 27




                                                          (ii)
EXHIBITS
Exhibit A   Legal Description of the Proposed District
Exhibit B   Form of Petition for the Creation of a Transportation Development District
Exhibit C   Form of Certificate of Commencement of Construction
Exhibit D   Form of Certificate of Reimbursable Transportation Project Costs
Exhibit E   Form of Certificate of Substantial Completion
Exhibit F   Form of TDD Sales Tax Return
Exhibit G   Form of Church Ground Lease
Exhibit H   Form of City Ground Lease
Exhibit I   Form of Developer Parking Lease
Exhibit J   Form of City Parking Lease
Exhibit K   Form of Church Parking Lease




                                            (iii)
                              DEVELOPMENT AGREEMENT

       THIS DEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into
as of this ___ day of ___________, 2008, by and among the CITY OF CLAYTON,
MISSOURI, a home rule city duly organized and existing under the laws of the State of
Missouri (the “City”), RJ YORK SSG, LLC, a Missouri limited liability company (the
“Developer”) and, upon formation and ratification of this Agreement, the CENTRAL AND
MARYLAND TRANSPORTATION DEVELOPMENT DISTRICT, a Missouri
transportation development district (the “District”). All capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in ARTICLE I of this Agreement.

                                          RECITALS

        1.      The City encourages the development of economic activity within its jurisdiction
that is consistent with its 1993 Downtown Master Plan and Comprehensive Plan, enhances the
aesthetics of the City, and enhances the tax base of the City by developing certain areas to their
highest and best use, encouraging private investment in the immediately surrounding areas,
increasing employment in the City, and enhancing parking, streetscape and other site
improvements.

        2.      In furtherance of the City’s development objectives, the Developer has presented
to the City a plan for a superior mixed-use development (the “Project”) at the northwest and
southwest quadrants of the intersection of Maryland Avenue and North Central Avenue (the
“Project Area”), which Project consists of the following two phases: (a) on the southern portion
of the Project Area, the development of an approximately 241-room boutique hotel,
approximately 18 luxury residential condominiums, approximately 5,800 square feet of retail
space within the hotel and condominium complex and transportation-related improvements
within the Project Area to support the hotel and condominium complex and other retail and
economic activity within the City (collectively, the “South Phase,” the individual components of
which are further described in this Agreement), and (b) on the northern portion of the Project
Area, the construction of a 377-space structured parking facility (the “Parking Garage”) and
approximately 16,500 square feet of retail space as a part of said structured parking facility
(collectively, the “North Phase,” the individual components of which are further described in
this Agreement). Notwithstanding any other language herein to the contrary, in addition to the
parking spaces provided in the Parking Garage, additional parking spaces will be provided within
the Project to accommodate certain users of the South Phase, which additional parking,
combined with the Parking Garage, shall provide the City with 82 public spaces plus at least the
minimum number of parking spaces required by any City board or commission.

       3.      The Developer, with the cooperation and support of the City, intends to create a
transportation development district (the “District”) pursuant to the Missouri Transportation
Development District Act, Sections 238.200 to 238.280 of the Revised Statutes of Missouri, as
amended (the “TDD Act”), the boundaries of which shall be coterminous with the boundaries of
the Project Area. The purpose of the District shall be to finance and construct, or cause the
construction of, the Parking Garage and Other Transportation Improvements (as defined below)
(the “Transportation Project”).
         4.      The District expects to generate revenue from the following sources: (a) a
transportation development district special assessment levied on all hotel rooms within the
District (the “Hotel Assessment”); (b) a transportation development district sales tax on all
eligible retail sales within the District (the “TDD Sales Tax”); and (c) transportation development
district parking fees for use of certain portions of the Parking Garage (the “TDD Parking Fees”
and collectively, the “TDD Revenues”). The TDD Revenues are described in more detail below
and in Exhibit B attached hereto.

         5.     In recognition of the benefits derived from the Transportation Project by the City,
its residents, businesses and other taxing districts, the City will lease certain parking spaces in
the Parking Garage and make those spaces available to the general public, and pledge, subject to
annual appropriation, an amount equal to 1% of the total incremental taxable sales generated
within the Project Area (the “Municipal Revenues”) for the financing of the Parking Garage.

       6.      The real property within the proposed District is currently owned by the City, the
Developer and the St. Louis County Catholic Church Real Estate Corporation, a Missouri
nonprofit corporation, as Trustee under Indenture of Trust, St. Louis County Catholic Real Estate
Trust dated June 23, 2003 (the “Church”).

        7.      The District shall be authorized to issue revenue obligations to reimburse the
Developer for costs allowed hereunder to construct the Transportation Project, and to cooperate
in the collection of the Available Revenues.

        8.  The City and the Developer desire to formalize and memorialize their
commitment with respect to the creation of the District and the construction of the Transportation
Project.

        9.      The City has determined that acceptance of this Agreement and implementation
of the Project fosters economic activity within its jurisdiction that is in furtherance of the
Downtown Master Plan and Comprehensive Plan, results in an increase to the tax base for the
City and the affected taxing districts without the use of tax abatement, significantly increases
parking availability within the City’s central business district, and is therefore in the best interest
of the City, and the health, safety and welfare of its residents.

        NOW, THEREFORE, in consideration of the premises and mutual covenants contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:

                                           ARTICLE I.
                                          DEFINITIONS

        Section 1.1 Definitions. As used in this Agreement, the following words and terms
shall have the following meanings:

       “Agreement” means this Development Agreement, as the same may be from time to time
modified, amended or supplemented in writing by the parties hereto.




                                                 -2-
       “Available Revenues” means the TDD Sales Tax, the Hotel Assessment, the Municipal
Revenues and that portion of the TDD Parking Fees and Hotel Lease Payment not necessary to
fund the Capital Replacement Fund.

       “Board of Aldermen” means the Board of Aldermen of the City.

       “Board of Directors” means the Board of Directors of the District.

        “Bond Counsel” means Armstrong Teasdale LLP, St. Louis, Missouri, or an attorney at
law or a firm of attorneys acceptable to the District and the City of nationally recognized
standing in matters pertaining to the tax-exempt nature of interest on obligations issued by states
and their political subdivisions duly admitted to the practice of law before the highest court of
any state of the United States of America or the District of Columbia.

      “Bond Proceeds” means the gross cash proceeds from the sale of Obligations before
payment of Issuance Costs, together with any interest earned thereon.

        “Bond Resolution” means the resolution(s) to be adopted by the Board of Directors
authorizing the Obligations, any trust indenture relating thereto, and all related ordinances,
resolutions and proceedings.

       “Bonds” means the transportation development revenue bonds authorized and issued by
the District pursuant to the TDD Act and this Agreement to redeem the Notes and/or fund
Reimbursable Transportation Project Costs.

        “Capital Replacement Fund” means the fund by that name (1) maintained by the Trustee
for the benefit of the Ownership Entity during the term of the Notes or Bonds and any trust
indenture relating thereto, and (2) when no Notes or Bonds are outstanding, maintained, used and
applied by the Ownership Entity or the Developer (or its successor or assign) pursuant to the
requirements of the Ground Leases and the Parking Leases.

        “Capital Replacement Fund Deposit” means (1)(a) in years 1-10 following substantial
completion, an amount equal to $35.00 per Parking Garage parking space per year; (b) in years
11-25 following substantial completion, an amount equal to $45.00 per Parking Garage parking
space per year; (c) in years 26-50 following substantial completion, an amount equal to $55.00
per Parking Garage parking space per year; (d) in years 51-75 following substantial completion,
an amount equal to $65.00 per Parking Garage parking space per year; and (e) in years 76-100
following substantial completion, an amount equal to $75.00 per Parking Garage parking space
per year, or (2) such other annual deposit as may be recommended by the Inspector and agreed to
in writing by the City.

       “Certificate of Commencement of Construction” means a certificate of commencement of
construction in substantially the form attached hereto as Exhibit C and incorporated herein by
reference.

       “Certificate of Reimbursable Transportation Project Costs” means a certification in
substantially the form of Exhibit D, attached hereto and incorporated herein by reference,
provided by the Developer to the District and the City in accordance with Section 4.2 of this


                                                -3-
Agreement and evidencing that the Developer has incurred certain Transportation Project Costs
that are eligible for reimbursement pursuant to this Agreement.

        “Certificate of Substantial Completion” means a certification in substantially the form of
Exhibit E, attached hereto and incorporated herein by reference, provided by the Developer to
the District and the City in accordance with Section 3.12 of this Agreement and, upon
acceptance thereof by the District and the City, evidencing the Developer’s substantial
completion of the Project and satisfaction of all obligations and covenants to construct the
Project pursuant to this Agreement. The Certificate of Substantial Completion does not
constitute a final occupancy certificate, final inspection certificate, or other documentation
required by the City’s municipal code to occupy the Project or any portion thereof.

       “Church” means the St. Louis County Catholic Church Real Estate Corporation, a
Missouri nonprofit corporation, as Trustee under Indenture of Trust, St. Louis County Catholic
Real Estate Trust dated June 23, 2003.

        “Church Ground Lease” means the ground lease of the Church Parcel from the Church
to the Developer, in substantially the form attached hereto as Exhibit G and incorporated herein
by reference.

       “Church Parcel” means the property owned by the Church and located at 119 North
Central Avenue, Clayton, Missouri 63105.

        “Church Parking Lease” means the lease of certain parking spaces to be entered into
between the Ownership Entity and the Church, as more particularly described in Section 3.4 and
in substantially the same form as Exhibit K.

       “City” means the City of Clayton, Missouri, a home rule city and political subdivision of
the State of Missouri, and a local transportation authority within the meaning of
Sections 238.202.1(4) and 238.207.2(2) of the TDD Act.

        “City Engineer” means the engineer or architect, who may be an employee of the City, or
firm of engineers or architects appointed by the City.

       “City Manager” means the City Manager of the City or his/her authorized agent.

      “City Parcel” means the property owned by the City and located at 103 North Central
Avenue, Clayton, Missouri 63105.

       “City Parking Lease” means the lease of the Public Parking to be entered into between
the Ownership Entity and the City, as more particularly described in Section 3.4 and in
substantially the same form as Exhibit J.

      “Concept Site Plan” means the plan approved by the Board of Aldermen on
___________, 2008 pursuant to Ordinance No. 6019, which incorporates the elements of the
Transportation Project.




                                               -4-
       “Construction Plans” means plans, drawings, specifications and related documents, and
construction schedules for the construction of the Transportation Project together with all
supplements, amendments or corrections, submitted by the Developer and approved by the City
in accordance with this Agreement.

        “Consulting Engineer” means __________________________, or such other engineer or
architect licensed in the State of Missouri and retained by the Developer with the consent of the
City and the District for the purpose of developing plans and specifications for the
Transportation Project.

       “Developer” means RJ York SSG, LLC, a Missouri limited liability company, or its
permitted affiliates, successors or assigns in interest.

       “Developer Parcel” means the property owned by the Developer and located at 111
North Central Avenue, Clayton, Missouri 63105, which is currently encumbered by a perpetual
parking agreement with the City.

        “Developer Parking Lease” means the lease for parking spaces to be entered into
between the Ownership Entity and the Developer, as more particularly described in Section 3.4
and in substantially the same form as Exhibit I.

       “Developer Project” means the development and construction of (a) an approximately
241-room hotel operated as a “luxury chain” as designated by Smith Travel Research, or as a
Westin hotel or such other brand as may be approved by the Board of Aldermen in its sole and
absolute discretion during the period that Municipal Revenues are being applied to the payment
of any Obligations, and in the reasonable discretion of the Board of Aldermen thereafter,
(b) approximately 5,800 square feet of retail in the South Phase, (c) approximately 18 luxury
residential condominiums, and (d) approximately 16,500 square feet of retail in the North Phase;
provided, the specific scope, size and elements of the Development Project herein shall not
supersede the scope, size and elements of such projects as previously or hereafter approved by
any City board or commission.

        “District” means the Central and Maryland Transportation Development District to be
created in accordance with this Agreement and the TDD Act to construct the Transportation
Project, which District shall include the real property described in Exhibit A, attached hereto and
incorporated herein by reference.

        “Financing Period” means the period of time commencing with the issuance of
Obligations and ending the earlier of: (a) the payment in full of all outstanding Obligations, or
(b) 40 years from the commencement of hotel operations.

        “Governmental Approvals” means all plat approvals, re-zoning or other zoning changes,
site plan approvals, conditional use permits, variances, building permits, or other subdivision,
zoning, or similar approvals required for the implementation of the Project or any portion
thereof.

         “Ground Leases” means, collectively, the City Ground Lease and the Church Ground
Lease.


                                                -5-
        “Hotel Assessment” means a transportation development special assessment, as
authorized pursuant to Section 238.230 of the TDD Act, levied against property benefited within
the District at a rate of no less than $7.00 per occupied hotel room per night during the Financing
Period. In the event that the Hotel Assessment is invalidated, the Developer shall cause an
amount equal to no less than $7.00 per occupied hotel room per night to be paid to the District
for the duration of the Financing Period.

        “Hotel Lease Payments” means such payments as may be made by the Developer to the
District for use of the Hotel Parking.

       “Hotel Parking” means the approximately 220 parking spaces in the Parking Garage that
will be reserved for use by the hotel component of the Project as further set forth in the
Developer Parking Lease with the exception of 10 parking spaces that will be reserved for the
Church’s exclusive use as further set forth in the Church Parking Lease.

       “Inspector” means _______, or such other engineer or architect licensed in the State of
Missouri and retained by the District, with the consent of the Developer and the City for the
purpose of conducting periodic inspections of the Parking Garage.

        “Issuance Costs” means all costs reasonably incurred by the District and the City in
furtherance of the issuance of Obligations, including but not limited to the fees and expenses of
financial advisors and consultants, the District’s attorneys (including issuer’s counsel and Bond
Counsel), the District’s administrative fees and expenses (including fees and costs of planning
consultants), Developer’s counsel fees associated with the issuance of Obligations, underwriters’
discounts and fees, the costs of printing any Obligations and any official statements relating
thereto, the costs of credit enhancement, if any, capitalized interest, debt service reserves and the
fees of any rating agency rating any Obligations.

       “Mayor” means the Mayor of the City.

        “Minimum Capital Replacement Fund Requirement” means an amount equal to not less
than (1) the Capital Replacement Fund Deposit for the current year, plus (2) the Capital
Replacement Fund Deposit for all preceding years, less (3) the amount spent from such Fund for
the reconstruction of the Parking Garage pursuant to Section 3.10(c).

        “Municipal Revenues” means, subject to annual appropriation, an amount equal to 1% of
the aggregate incremental taxable sales received by the City from the Project Area in excess of
those taxable sales received by the City from the Project Area during the calendar year ending
December 31, 2007, as further set forth in Section 4.5 of this Agreement.

       “Municipal Revenues Account” means that certain account of the Special Trust Fund into
which Municipal Revenues will be deposited from time to time, as further set forth in
Section 4.5 of this Agreement.

       “North Phase” means the Parking Garage and the North Retail.

        “North Retail” means approximately 16,500 square feet of retail space constructed
within the Parking Garage.


                                                -6-
        “North Retail Condominium Unit” means the condominium interest in the North Retail
that will be transferred as further set forth in Section 3.3.

       “Notes” means the transportation development revenue notes authorized and issued by
the District pursuant to the TDD Act and this Agreement, as applicable, to fund Reimbursable
Transportation Project Costs, including the Subordinate Notes.

        “Obligations” means the Other Obligations, the Parking Garage Obligations and/or other
obligations issued in one or more series by the District pursuant to the TDD Act and this
Agreement.

       “Operating Fund” means the operating fund for the Parking Garage which shall be
funded, from time to time, with revenues from the Hotel Lease Payments and the TDD Parking
Fees.

       “Other Obligations” means those Bonds, Notes or other obligations issued to finance the
Other Transportation Improvements.

       “Other Portion” means the Hotel Assessment less the Parking Garage Portion, which
revenues shall be pledged to the repayment of the Other Obligations; provided, however, that in
the event the Other Portion is increased to more than $3.00 per occupied hotel room per night,
the Parking Garage Portion shall be increased ratably. (i.e. if the Other Portion increases by 33%
from $3.00 to $4.00, the Parking Garage Portion shall increase by 33% from $7.00 to $9.33.)

        “Other Transportation Improvements” means the following Transportation Project Costs
for the South Phase: (a) the construction of a valet lane, approximately five short-term parking
spaces, hotel drop-off, and public circle drive at hotel entrance; (b) the improvement to the alley
along the southern boundary of the Project Area; (c) the installation of a turn lane on Maryland
Avenue and related signal upgrades at the intersection of Central and Maryland Avenues; (d) the
construction of approximately 20 parking spaces under the hotel and allocated for hotel use;
(e) any other eligible transportation improvements under the TDD Act that are specifically
approved in writing by the City; and (f) all design, engineering, installation, construction,
demolition, removal, site work, grading, earthwork, or other professional fees and expenses
incurred related thereto, in an amount not to exceed $3,000,000.

        “Ownership Entity” means the District or any other entity controlled by the Developer
and intended to take ownership of the Parking Garage during the financing period.

       “Parish” means St. Joseph’s Catholic Church located at 118 N. Meramec Avenue,
Clayton, Missouri 63105.

        “Parking Garage” means a garage to be located on the Parking Garage Site consisting of
the Hotel Parking and the Public Parking and all design, engineering, installation, construction,
demolition, removal, site work, grading, earthwork, or other transportation-related improvements
related to the construction of said Parking Garage, and that portion of the Transportation Project
Costs related thereto, as was approved by the Board of Aldermen on ___________, 2008
pursuant to Ordinance No. _____.



                                               -7-
      “Parking Garage Condominium Unit” means the condominium interest in the Parking
Garage that will be transferred as further set forth in Section 3.3.

       “Parking Garage Obligations” means those Bonds, Notes or other obligations issued by
the District to finance the Parking Garage, including, but not limited to, related financing costs
and Issuance Costs.

       “Parking Garage Portion” means that portion of the Hotel Assessment equal to not less
than $7.00 per occupied hotel room per night, as adjusted as set forth in the definition of “Other
Portion,” which revenues shall be pledged to the repayment of the Parking Garage Obligations.

        “Parking Garage Site” means, collectively, the Church Parcel, the Developer Parcel and
the City Parcel.

       “Parking Leases” means, collectively, the Church Parking Lease, the Developer Parking
Lease and the City Parking Lease.

       “Prime Rate” means the prime rate reported in the “Money Rates” column or any
successor column of The Wall Street Journal, currently defined therein as the base rate on
corporate loans posted by at least 75% of the nation’s 30 largest banks. If The Wall Street
Journal ceases publication of the prime rate, then Prime Rate shall mean the “prime rate” or
“base rate” announced by Bank of America, N.A., or any successor thereto

       “Project” means, collectively, the Developer Project and the Transportation Project.

       “Project Area” means the certain real property on which the Project will be constructed.

       “Property” means that portion of the real property (including but not limited to all
options held by third parties, fee interests, leasehold interests, tenant-in-common interests and
such other like or similar interests) and existing improvements in the District necessary for the
implementation of the Project.

       “Property Owner” means the owner or owners of the fee simple interest in the real
property within the District.

        “Public Parking” means the approximately 157 parking spaces in the Parking Garage that
will be available for use by the general public as further set forth in the City Parking Lease.

       “Reimbursable Transportation Project Costs” means those Transportation Project Costs
and TDD Administrative Costs advanced by the Developer in accordance with ARTICLE II of
this Agreement, for which the Developer and the City, as applicable, are entitled to
reimbursement, as further provided in this Agreement.

       “South Phase” means (a) an approximately 241-room hotel, (b) approximately 5,800
square feet of retail, (c) approximately 18 luxury residential condominiums, and (d) the Other
Transportation Improvements, which will be constructed on the portion of the Project Area south
of Maryland Avenue.



                                               -8-
       “Special Trust Fund” means the (i) the “special trust account” of the District authorized
under Section 238.227.4 of the TDD Act, or (ii) the “special trust fund” of the District authorized
under Section 238.235.1 of the TDD Act, whichever is the fund or account into which TDD
Revenues are then being deposited.

          “State” means the State of Missouri.

          “Subordinate Obligations” means the Subordinate Obligations described in Section 5.3
hereof.

      “TDD Act” means the Missouri Transportation Development District Act, Sections
238.200 through 238.280 of the Revised Statutes of Missouri, as amended.

        “TDD Administrative Costs” means expenses of the District, if any, for administration,
supervision and inspection incurred in connection with the Transportation Project and advanced
by the Developer or paid out of the Operating Fund established with the Trustee pursuant to the
Bond Resolution in an amount not to exceed $12,000, adjusted annually at a rate of 3%
beginning the third anniversary of the issuance of the Bonds, which expenses include without
limitation the following: (a) reimbursement of the Board of Directors for actual expenditures in
the performance of duties on the behalf of the District pursuant to Section 238.222 of the TDD
Act; (b) expenses incurred in the exercise of the contractual powers of the District pursuant to
Section 238.250 of the TDD Act; (c) reimbursement of the petitioners for the costs of filing and
defending the petition to establish the District and all publication and incidental costs incurred in
obtaining the Court’s certification of the petition pursuant to Section 238.217 of the TDD Act;
(d) Issuance Costs related to any obligations issued pursuant to Sections 238.240 or 238.242 of
the TDD Act; (e) the cost of insurance obtained by the District pursuant to Section 238.255 of
the TDD Act; (f) the cost of any audit by the state auditor pursuant to Section 238.272 of the
TDD Act; and (g) expenses incurred by the District in the exercise of the powers granted under
Section 238.252 of the TDD Act, which consist of compensation of employees or contractors,
suits by or against the District, the purchase of personal property necessary or convenient for the
District’s activities, and the collection and disbursement of funds for District activities.

        “TDD Parking Fees” means those transportation development parking fees levied on the
Parking Garage from time to time at the discretion of the District, which parking fees shall be
used to finance the operations and capital replacement of the Parking Garage.

        “TDD Revenues” means the proceeds from (a) the Hotel Assessment, (b) the TDD Sales
Tax and (c) the TDD Parking Fees. TDD Revenues shall not include any amount paid under
protest until the protest is withdrawn or resolved against the taxpayer or any sum received by the
District that is the subject of a suit or other claim communicated to the District, which suit or
claim challenges the collection of such sum or the amount deducted by the District for the
District’s reasonable and actual costs of administering, collecting, enforcing and operating any of
the TDD Revenues as provided in the TDD Act, including TDD Administrative Costs.

       “TDD Sales Tax” means the transportation development sales tax levied by the District in
accordance with the TDD Act and this Agreement at a rate equal to one percent (1%).




                                                 -9-
      “Transportation Project” means the Parking Garage and the Other Transportation
Improvements as further identified upon the Concept Site Plan.

        “Transportation Project Costs” means all costs necessary or incidental to plan, acquire,
finance, develop, design and construct the Transportation Project, including without limitation:
(a) costs of all estimates, studies, surveys, plans, drawings, reports, tests, specifications and other
preliminary investigations of architects, appraisers, surveyors and engineers; (b) all professional
service costs, including without limitation architectural, engineering, legal, financial, planning,
design or special services incurred; (c) costs of acquisition of right-of-way, easements, leases and
other interests in real property; (d) costs of demolition of buildings and improvements, the
clearing and grading of land, site preparation, and erosion and storm water control; (e) costs of
construction of any street, road, access road, parking facility, interchange, intersection, signing,
signalization, or similar or related improvement or infrastructure; and (f) TDD Administrative
Costs.

       “Trustee” means the trustee or fiscal agent selected by the District with the consent of the
City, which consent shall not be unreasonably withheld or delayed, for any issuance of
Obligations.

       “Useful Life” means the reasonably expected economic useful life as certified by the
Consulting Engineer.

        Section 1.2 Rules of Interpretation. Words of the masculine gender shall be deemed
and construed to include correlative words of the feminine and neuter genders. Unless the
context indicates otherwise, words importing the singular number shall include the plural and
vice versa, and words importing persons shall include firms, associations and corporations,
including public bodies, as well as natural persons. All references in this Agreement to
designated “Articles,” “Sections” and other subdivisions are, unless otherwise specified, to the
designated Articles, Sections and subdivisions of this instrument as originally executed. No
provision of this Agreement shall supersede the requirements of any City board or commission,
including but not limited to the required number of parking spaces for the Project or any portion
thereof. Notwithstanding any other provision herein, (1) the City hereby approves revisions to
the forms of the Church Parking Lease, the Developer Parking Lease and the Church Ground
Lease that are required to conform to the terms of this Agreement, and (2) the City’s obligations
hereunder are conditioned on the City Manager’s written notification to the Developer (which
notification shall not be unreasonably withheld, conditioned or delayed) that the final forms of
those documents are consistent with the terms of this Agreement.

      Section 1.3 Recitals. All of the above and foregoing Recitals are incorporated into
and made a part of this Agreement.

                                     ARTICLE II.
                             DEVELOPER TO ADVANCE COSTS

       Section 2.1 Payment of City Expenses. The Developer and the City have previously
entered into a preliminary funding agreement pursuant to which the Developer advanced to the
City $50,000 for certain costs related to the approval of this Agreement. Upon execution of this



                                                 -10-
Agreement, the Developer shall pay to the City an amount sufficient to fund the City’s
reasonable costs in connection with the review and approval of the Project, this Agreement, and
activities related thereto as of the date of this Agreement that were not previously reimbursed
pursuant to the preliminary funding agreement. Any amounts advanced by the Developer
pursuant to this Section shall represent Reimbursable Transportation Project Costs.

       Section 2.2 Developer to Advance Costs. The Developer shall advance all
Transportation Project Costs as necessary to enable construction and dedication of the
Transportation Project, subject to the Developer’s right to abandon the North Phase and to
terminate this Agreement related to the North Phase as set forth in Section 7.1 hereof.

                                ARTICLE III.
                      ACQUISITION, CONSTRUCTION AND
               FUTURE OWNERSHIP OF TRANSPORTATION PROJECT

       Section 3.1 Construction of the Transportation Project. The Developer shall
construct or cause the construction of the Transportation Project in a good and workmanlike
manner in accordance with the schedule set forth in Section 3.9 of this Agreement.

        Section 3.2 Acquisition of Parking Garage Site. To complete the acquisition of the
Parking Garage Site, the Developer will acquire the rights to the Church Parcel and the City
Parcel as follows:

               (a)     Church Parcel. Within sixty (60) days of the execution of this Agreement,
the Developer shall acquire one 99-year leasehold interest in the Church Parcel pursuant to the
Church Ground Lease in substantially the form attached hereto as Exhibit G and incorporated
herein by reference. In the Church Ground Lease, the Developer will use reasonable efforts to
secure the Church’s consent and cooperation with respect to the formation of the District, the
construction of the Transportation Project and the generation of Available Revenues, all in
accordance with the schedule set forth in Section 3.7 of this Agreement. In exchange for
entering into the Church Ground Lease, the Church (a) will receive a cash payment of
$1,020,000 from the Developer, and (b) will be entitled to the use of certain parking spaces
within the Parking Garage, as further set forth in Section 3.4 and in the Church Parking Lease.
The Developer shall obtain all title commitments, inspections, tests, surveys and reports, hire and
retain all experts, professionals, including attorneys or engineers, and staff, and advance all
acquisition costs as necessary to execute the Church Ground Lease.

               (b)     City Parcel. Within sixty (60) days of the execution of this Agreement,
the Developer shall acquire one 99-year leasehold interest in the City Parcel pursuant to the City
Ground Lease in substantially the form attached hereto as Exhibit H and incorporated herein by
reference. In exchange for entering into the City Ground Lease, the City will: (a) receive a cash
payment of $1,300,000 from the Developer, (b) commencing upon the substantial completion of
the Parking Garage, receive an additional annual rent payment in an amount equal to $35,100,
increased at a rate of 4% per year during the period that Municipal Revenues are contributed
toward the payment of any Obligations, and thereafter at the rate set forth in the City Ground
Lease, and (c) be entitled to the use of the Public Parking, as further set forth in Section 3.4(c)
and in the City Parking Lease. The Developer shall obtain all title commitments, inspections,


                                               -11-
tests, surveys and reports, hire and retain all experts, professionals, including attorneys or
engineers, and staff, and advance all acquisition costs as necessary to execute the City Ground
Lease.

      Section 3.3 Ownership of Parking Garage Upon Completion. Upon the substantial
completion of the Parking Garage, the Developer will subdivide the Parking Garage Site into two
condominium units and transfer said units as follows:

               (a)     Parking Garage Condominium Unit. The Public Parking and the Hotel
Parking components of the Parking Garage will be subdivided into the Parking Garage
Condominium Unit, which will be transferred to the Ownership Entity upon substantial
completion. The Parking Garage Condominium Unit will be subject to the Parking Leases
described in Section 3.4 below, and may be subsequently transferred as necessary to facilitate
the financing of the Parking Garage.

                (b)   North Retail Condominium Unit.    The North Retail component of the
Parking Garage will be subdivided into the North Retail Condominium Unit, which will be
transferred to the Ownership Entity.

       Section 3.4 Parking Leases. Following substantial completion of the Parking Garage
and the transfers of ownership provided in Section 3.3 above, the Developer shall cause the
Ownership Entity, as the owner of the Parking Garage Condominium Unit, to enter into the
Parking Leases as follows:

                (a)    Church Parking Lease. The Ownership Entity and the Church will enter
into the Church Parking Lease, as more particularly described in Exhibit L, which will grant the
Parish (1) the use of 35 spaces within the Hotel Parking during the one noon weekday Mass at
the Parish, (2) the use of 75 spaces of the Hotel Parking during the weekend operations of the
Parish, (3) and the continuous use of 10 spaces of the Hotel Parking for Parish clergy and paid
staff. The Church Parking Lease will provide for a nominal base rent payment.

               (b)    Developer Parking Lease. The Ownership Entity and the Developer will
enter into the Developer Parking Lease, as more particularly described in Exhibit I, which will
grant the Developer the exclusive use, subject to the Church Parking Lease, of the Hotel Parking.
The Developer’s interest in the Developer Parking Lease can be freely assigned to a hotel
operator.

               (c)     City Parking Lease. The Ownership Entity and the City will enter into the
City Parking Lease, as more particularly described in Exhibit J, which will grant the City
exclusive use of the Public Parking. The City Parking Lease will provide for a nominal base rent
payment. Notwithstanding any other language herein to the contrary, in addition to the parking
spaces provided in the Parking Garage, additional parking spaces will be provided within the
Project to accommodate certain users of the South Phase, which additional parking, combined
with the Parking Garage, shall provide the City with 82 public spaces plus at least the minimum
number of parking spaces required by any City board or commission.




                                              -12-
                (d)   Future Owners. Notwithstanding anything else herein to the contrary, any
future owner of the Parking Garage Condominium Unit shall be subject to the Parking Leases as
set forth herein.

        Section 3.5 No Condemnation. The Developer and the City acknowledge and agree
that the District shall not be authorized to initiate eminent domain proceedings with respect to
any property necessary for the Transportation Project.

        Section 3.6 Construction Contracts. The Developer may enter into or cause to be
entered into one or more construction contracts to complete the Transportation Project, subject to
such construction contracts being awarded and approved as to form and amount by the District.
Prior to the commencement of any portion of the Transportation Project, the Developer shall
comply with the competitive bidding and contracting requirements of state law as well as those
requirements of the District, including without limitation Section 238.252 of the TDD Act. The
Developer shall provide or cause to be provided such bid bonds, such performance and labor and
material payment bonds, such job training programs and such insurance as required by state law
or as may be otherwise reasonably required by the District. To the extent that laws pertaining to
prevailing wage and hour requirements apply to any portion of the Transportation Project, the
Developer agrees to take such reasonable actions as may be necessary to apply for the wage and
hour determinations and otherwise comply with such laws.

       Section 3.7 Transportation Project Construction Schedule. Subject to Section 7.6,
the Developer shall commence construction of the Project on or before September 1, 2009, with
substantial completion occurring on or before June 1, 2011.

        Section 3.8 Construction Plans for the Transportation Project. The Construction
Plans for the Transportation Project shall be prepared by the Consulting Engineer and shall be in
conformity with all applicable state and local laws, ordinances and regulations. Except as
otherwise provided herein, the Developer shall obtain all necessary approvals and comply with
all laws, regulations and ordinances of the City.

        Section 3.9 Transportation Project Scope; Modifications. During the progress of
the Transportation Project, the Developer may make such reasonable changes, including without
limitation modification of the construction schedule (subject to the requirements of Section 3.7
of this Agreement), revision, modification, relocation and reconfiguration of the Transportation
Project, expansion or deletion of items, and any and all such other changes as site conditions or
orderly development may dictate; provided, however, that any such modifications shall comply
with applicable law and the City’s codes and regulations, subject to any applicable Governmental
Approvals.

       Section 3.10 Maintenance and Management of the Transportation Project.

               (a)    Operation and Maintenance of Parking Garage. The Ownership Entity
shall operate and maintain the Parking Garage during the Financing Period. The Ownership
Entity covenants to keep open the Public Parking and to fund the operations and maintenance of
the Parking Garage for the duration of its ownership. If the Ownership Entity ceases operating
the Parking Garage as a parking facility substantially similar to others operated by the City, then



                                               -13-
the Ground Leases contemplated in Section 3.2 shall terminate and the interests conveyed
therein shall be restored in the fee owners as further contemplated in such Ground Leases.

       The Ownership Entity will maintain the Parking Garage, or cause it be maintained, in a
manner substantially similar to the maintenance of other similarly-situated parking facilities
operated by the City. The Ownership Entity may, as applicable, contract with the District to
provide such maintenance. In the event that the Parking Garage is damaged or destroyed, the
Developer shall provide sufficient parking spaces to replace the Public Parking leased to the City
and parking leased to the Church.

               (b)     Operating Fund for Parking Garage. The operations and maintenance of
the Parking Garage shall be funded solely from the TDD Parking Fees and the Hotel Lease
Payments. Any revenues not necessary to fund Parking Garage operations shall be made
available to pay debt service on the Obligations.

                (c)     Capital Replacement Fund for Parking Garage. Money in the Capital
Replacement Fund shall be used to pay the costs of performing capital improvements to the
Parking Garage. Beginning in the tenth (10th) year of the City Ground Lease, and every three
(3) years thereafter, the Inspector shall provide a report to the District and the City regarding the
structural integrity of the Parking Garage, the estimated costs needed for repair, the sufficiency
of the balance in the Capital Replacement Fund to pay these costs, and such other matters it
deems reasonable, and shall recommend such capital improvements as it deems reasonably
necessary for the Parking Garage to continue operating at the levels contemplated in this
Agreement. The Ownership Entity shall promptly undertake any capital improvements
recommended by the Inspector, using money in the Capital Replacement Fund and other
Developer funds, if required. In addition, when the Inspector determines that there are sufficient
funds in the Capital Replacement Fund to pay the costs of reconstructing the Parking Garage, the
Ownership Entity shall apply such money to such purpose unless the Inspector provides a written
report to the City stating in reasonable detail why reconstruction is not necessary or advisable.
The Trustee and/or the Ownership Entity shall value the Capital Replacement Fund as of
December 31 of each calendar year, and if the amount therein is less than the Minimum Capital
Replacement Fund Requirement, the Developer shall deposit the amount of any deficiency by the
following March 1. If the TDD Parking Fees, Hotel Lease Payments, Hotel Assessment, TDD
Sales Tax and Municipal Revenues are not sufficient to make the Capital Replacement Fund
Deposit in any given year, any shortfall shall be paid by the Developer. All funds advanced by
the Developer pursuant to this Section shall be considered Reimbursable Transportation Project
Costs. Failure to implement the recommendations described in this section, following notice of
such failure by the City and a thirty-day opportunity to cure, shall constitute an event of default
under this Agreement, subject to the rights and remedies set forth in Section 7.5 hereof.

               (d)      Future Ownership and Maintenance of Parking Garage. At the expiration
of the Financing Period, the Ownership Entity shall convey the Parking Garage Condominium
Unit to the City, which will concurrently transfer its ownership interest to the Developer (or its
successor in interest) for operation and maintenance pursuant to the terms of the Parking Leases
and the Ground Leases.




                                                -14-
                (e)    Other Transportation Improvements. At the expiration of the Financing
Period, the Ownership Entity shall pursuant to mutually agreed-upon terms transfer ownership
interest and control of the Other Transportation Project to the City, which will concurrently
transfer its ownership interest to the Developer. The Developer shall be responsible for all future
maintenance costs pursuant to said contract.

        Section 3.11 Inspection. The City may conduct such periodic inspections of the
Transportation Project as may be generally provided in the building code of the City. In
addition, the Developer shall allow other authorized representatives of the City access to the
work site from time to time upon reasonable advance notice prior to the completion of the
Transportation Project for reasonable inspection thereof. The Developer shall also allow the City
and its employees, agents and representatives to inspect, upon request, all architectural,
engineering, demolition, construction and other contracts and documents pertaining to the
construction of the Transportation Project as the City determines is reasonable and necessary to
verify the Developer’s compliance with the terms of this Agreement.

        Section 3.12 Certificate of Substantial Completion. Promptly after completion of the
Parking Garage, the Developer shall furnish to the District and the City a Certificate of
Substantial Completion that has been approved by the Consulting Engineer. The District and the
City shall, within thirty (30) days following delivery of such Certificate of Substantial
Completion, carry out such inspections as they deem necessary to verify to their reasonable
satisfaction the accuracy of the certifications contained in the Certificate of Substantial
Completion. The Certificate of Substantial Completion shall be accepted by the District and the
City unless, within thirty (30) days following delivery of the Certificate of Substantial
Completion, the District and/or the City furnishes the Developer with specific written objections
to the status of the Parking Garage, describing such objections and the measures required to
correct such objections in reasonable detail. The Certificate of Substantial Completion shall be
in substantially the form attached as Exhibit E, attached hereto and incorporated by referenced
herein. The Certificate of Substantial Completion accepted by the District and the City shall
constitute evidence of the Developer’s satisfaction of all obligations to construct the Parking
Garage. Upon the District’s and the City’s acceptance of the Certificate of Substantial
Completion, the City shall initiate the contribution of the Municipal Revenues as further set forth
herein.

        Section 3.13 Insurance. Before commencing construction of any portion of the
Transportation Project, the Developer shall obtain or shall require that any contractor selected by
the Developer obtains comprehensive general liability insurance together with an owner’s
contractor’s policy with coverages of not less than the current absolute statutory waivers of
sovereign immunity in Sections 537.600 and 537.610 of the Revised Statutes of Missouri, as
amended. Further the policy shall be adjusted upward annually, to remain at all times not less
than the inflation-adjusted sovereign immunity limits as published in the Missouri Register on an
annual basis by the Department of Insurance pursuant to Section 537.610 of the Revised Statutes
of Missouri, as amended. The Developer shall also obtain builder’s risk insurance coverage in
an amount equal to one hundred percent (100%) of the insurable value of such portion of the
Transportation Project at the date of completion. The Developer shall cause evidence of such
insurance to be delivered to the District and the City and shall require that such insurance be
maintained by any such contractor for the duration of the construction of such portion of the


                                               -15-
Transportation Project and shall name the City as an additional insured thereon. The policies of
insurance delivered pursuant to this section shall contain an agreement of the insurer to give not
less than thirty (30) days advance written notice to the City in the event of cancellation of such
policy or change affecting the coverage thereunder.

       Section 3.14 Transportation Development District.

               (a)    Creation of the District. Prior to the submission of the Certificate of
Commencement of Construction, the Developer shall form the District in accordance with
applicable State law. The District’s boundaries shall consist of the real property legally
described in Exhibit A, attached hereto and incorporated herein by reference.

                (b)    Board of Directors. The Board of Directors shall consist of five (5)
members, at least three (3) of whom shall be representatives of the Developer in accordance with
the TDD Act. The City may designate one representative to the Board of Directors unless the
City Manager at any time provides the Developer and the District with a written waiver of the
City’s interest in such designation. The City may also designate an advisory member to the
Board of Directors, who may attend all open and closed meetings of the Board of Directors, but
shall have no voting power.

                (c)     Ratification of Agreement. After the District is established, the Board of
Directors shall promptly meet and ratify and execute this Agreement, which shall confirm that
the District is a party to this Agreement and entitled to the benefits and subject to the burdens
hereof.

                (d)    Term of Existence. The District shall maintain its existence until the
earlier of: (i) 40 years from the date the District is formed, or (ii) the date on which all
Obligations have been paid in full, at which time the District shall dissolve, the TDD Sales Tax
shall no longer be levied and the Hotel Assessment shall no longer be imposed. The Developer
shall not object to the City being designated as a “local transportation authority” within the
meaning of Section 238.202 of the TDD Act. Notwithstanding any other language herein to the
contrary, the City hereby agrees to fully cooperate and assist with the formation of the District to
the extent reasonably required by law.

                (e)      TDD Sales Tax. The District shall impose the TDD Sales Tax in
accordance with Section 238.235 of the TDD Act. All TDD Revenues attributable to the TDD
Sales Tax shall be deposited into the Special Trust Fund to provide for the payment of
Transportation Project Costs, including without limitation the transfer of such TDD Revenues to
the Trustee for deposit into a segregated account of a revenue fund held in the custody of the
Trustee to provide for the repayment of Obligations issued in connection with the Transportation
Project. The District may provide for the collection of the TDD Sales Tax, or it may request that
the City or a third party collect the TDD Sales Tax on behalf of the District in accordance with
Section 238.233 of the TDD Act. The Developer shall use reasonable efforts to ensure that every
retailer within the District (1) adds the TDD Sales Tax to the retailer’s sales price and when so
added such TDD Sales Tax shall constitute a part of the price, shall be a debt of the purchaser to
the retailer until paid, and shall be recoverable at law in the same manner as the purchase price,
all as provided for in Section 238.235 of the TDD Act; and (2) reports the amount of TDD Sales


                                               -16-
Tax collected using a TDD Sales Tax Return in substantially the form of Exhibit F, attached
hereto and incorporated herein by reference.

                (f)   TDD Parking Fees. The District shall impose the TDD Parking Fees in
accordance with Section 238.237 of the TDD Act. All TDD Revenues attributable to the TDD
Parking Fees shall be deposited into the Operating Fund to fund operations and maintenance of
the Parking Garage as further set forth in Section 3.10(b). The District may provide for the
collection of the TDD Parking Fees, or it may request that the City or a third party collect the
TDD Parking Fees on behalf of the District in accordance with Section 238.233 of the TDD Act.

                (g)     Hotel Assessment. The District shall impose the Hotel Assessment in
accordance with Section 238.230 of the TDD Act. The Parking Garage Portion of the Hotel
Assessment shall be deposited into the Special Trust Fund to provide for the repayment of the
Parking Garage Obligations. The Other Portion of the Hotel Assessment shall be deposited into
the Special Trust Fund to provide for the repayment of the Other Obligations. The Developer
shall use reasonable efforts to ensure that every hotel operator in the District adds the Hotel
Assessment to the hotel operator’s room charge and when so added such Hotel Assessment shall
constitute a part of the charge, shall be an obligation of the room occupant to the hotel operator
until paid, and shall be recoverable at law in the same manner the room charge. Further, to
extent the Developer is unable to cause the hotel operator to attach the Hotel Assessment as
described above, the Hotel Assessment shall be recoverable at law in the same manner as any
other special assessment imposed pursuant to the laws of the State. In the event that the Hotel
Assessment is invalidated, the Developer shall cause an amount equal to no less than $7.00 per
occupied hotel room per night to be paid to the District for the duration of the Financing Period.
Further, in the event the District fails to impose the Hotel Assessment, the City shall be under no
obligation to pledge its Municipal Revenues as further set forth in Section 4.5.

                              ARTICLE IV.
            REIMBURSEMENT OF TRANSPORTATION PROJECT COSTS

       Section 4.1 District to Pay Reimbursable Transportation Project Costs. The
parties hereto agree to cause the District to reimburse the Developer for the verified
Reimbursable Transportation Project Costs incurred by the Developer prior to issuance of the
Obligations. Subject to the terms of the Bond Resolution and this Agreement, the District shall
issue Obligations in an amount sufficient to reimburse the Developer for such verified
Reimbursable Transportation Project Costs, plus Issuance Costs.

        Section 4.2 Certificate of Reimbursable Transportation Project Costs;
Developer’s Right to Substitute. Prior to the issuance of the Obligations, the Developer shall
provide to the District and the City Engineer one or more Certificate of Reimbursable
Transportation Project Costs in substantially the form of Exhibit D, attached hereto and
incorporated herein by reference. The Certificate of Reimbursable Transportation Project Costs
shall be accompanied by itemized invoices, receipts or other information reasonably required to
allow the District and the City Engineer to confirm that the amounts advanced by the Developer
constitute Reimbursable Transportation Project Costs. Each Certificate of Reimbursable
Transportation Project Costs shall be accepted by the District and the City Engineer unless,
within thirty (30) days following delivery of thereof, the District and/or the City Engineer


                                               -17-
furnishes the Developer with specific written objections to the eligibility for reimbursement of
any cost identified on a Certificate of Reimbursable Transportation Project Costs, identifying the
ineligible cost and the basis for determining the cost to be ineligible, whereupon the Developer
shall have the right to identify and substitute other Transportation Project Costs as Reimbursable
Transportation Project Costs with a supplemental application for payment.

        Section 4.3 District’s Obligations Limited to Available Revenues and Proceeds of
Obligations. Notwithstanding any other term or provision of this Agreement, a Certificate of
Reimbursable Transportation Project Costs submitted by the Developer and approved by the
District is payable only from Available Revenues and from proceeds of Obligations and from no
other source.

       Section 4.4 Payment of Hotel Lease Payments. Pursuant to the terms of the
Developer Parking Lease, the Developer hereby agrees to deposit the Hotel Lease Payments into
the operating fund described in Section 3.10(b) for the purposes set forth therein.

        Section 4.5 Pledge of Municipal Revenues. The City shall, subject to annual
appropriation by the Board of Aldermen, deposit the Municipal Revenues into the Municipal
Revenues Account, commencing upon the acceptance of a Certificate of Substantial Completion
for the Project and terminating at the earlier of: (i) twenty (20) years after the acceptance of said
Certificate of Substantial Completion, or (ii) the time at which the Parking Garage Obligations
are fully redeemed. The moneys on deposit in the Municipal Revenues Account shall be pledged
solely to the payment of the principal of and interest on any outstanding Parking Garage
Obligations, as further set forth in ARTICLE VI hereof, subject to applicable law; provided,
however, that the Municipal Revenues deposited into the Municipal Revenues Account from
time to time shall not exceed that pro rata share of the outstanding Parking Garage Obligations
attributable to the Public Parking (i.e. 41.6%). As a condition to the City’s obligations under this
Section, the District shall provide all documents pertaining to any proposed Notes or Bonds for
review and reasonable approval by the City Manager and such consultants as he deems
appropriate.

                                          ARTICLE V.
                                         OBLIGATIONS

        Section 5.1 Notes. Within thirty (30) days after submission by the Developer of a
Certificate of Commencement of Construction and approval by the District of the first Certificate
of Reimbursable Transportation Project Costs evidencing that the Developer has incurred at least
$250,000 of hard construction costs that are also Reimbursable Transportation Project Costs, the
District shall issue Notes to the Developer or such other accredited investor designated by the
Developer and reasonably acceptable to the District. Within ten (10) days after approval by the
District of each subsequent Certificate of Reimbursable Transportation Project Costs, the District
shall, subject to the limitations of Section 4.1 of this Agreement, issue further endorsements to
the Notes evidencing additional amounts advanced by the Developer. The Notes shall bear
interest at a fixed rate per annum equal to: (a) the greater of (i) 7.0% or (ii) the Prime Rate plus
0.75%, if the interest on the Notes (in the opinion of Bond Counsel) is not exempt from federal
income taxation, and (b) the greater of (i) 5.5% or (ii) the Prime Rate less 0.75% if the interest on
the Notes (in the opinion of Bond Counsel) is exempt from federal income taxation; provided, in


                                                -18-
no event shall the interest rate on the Notes exceed 10% per annum. All Notes shall have a
stated maturity equal to the longest period permissible under the TDD Act. The Notes shall be
subject to such redemption provisions, payment terms, and other details as provided in the
Obligations and Bond Resolution. The District may issue the Notes in one or more series, one or
more of which may be issued at a tax-exempt rate upon the written opinion of Bond Counsel, all
as may be provided for in the Bond Resolution.

       Section 5.2     Bonds.

               (a)      Prior to the acceptance of a Certificate of Substantial Completion for the
Project and up to six (6) months following the acceptance thereof, the District may issue Bonds
in an amount sufficient to refund all or a portion of the outstanding Notes, provided that the
underwriter selected by the District has determined, in its commercially reasonable opinion, that
the Bonds will sell at a net interest cost that is less than the net interest cost of the Notes.

               (b)     At any time following six (6) months from the acceptance of a Certificate
of Substantial Completion the District may, in its sole and absolute discretion, issue Bonds to
refund all or a portion of any outstanding Notes; provided, however, that such Bonds shall be
issued if the Bonds would sell at a net interest cost that is less than the net interest cost of the
Notes.

               (c)     The District may issue the Bonds in one or more series, one or more of
which may be issued at a tax-exempt rate upon the written opinion of Bond Counsel, all as may
be provided for in the Bond Resolution.

              (d)     The Bonds issued hereunder shall be subject to such redemption
provisions, payment terms, and other details as provided in the Bond Resolution. Any
outstanding Notes not redeemed from Bond proceeds shall be subordinate to the Bonds and shall
be payable solely out of Available Revenues as are excess and not necessary for the payment of
scheduled principal and interest on the Bonds.

         Section 5.3 Subordinate Obligations. The District is authorized to issue notes, bonds
or other obligations subordinate to the Bonds (the “Subordinate Obligations”) if: (a) the amount
of Bonds issued pursuant to this Agreement is insufficient to refund all of the outstanding Notes,
or (b) the District desires to issue additional notes to reimburse the Developer for the Other
Transportation Improvements, in which case those Other Transportation Improvements would be
initially financed with Subordinate Obligations. Each Subordinate Obligation shall have the
same maturity and have the same outstanding principal amount and the same interest rate as the
Note it redeems or as initially issued Notes. All such Subordinate Obligations shall be payable
as to principal and interest according to the terms set forth in Section 5.1 of this Agreement.

       Section 5.4 Cooperation in the Issuance of Obligations. The Developer covenants
to cooperate and take all reasonable actions necessary to assist the District, the City, Bond
Counsel, underwriters and financial advisors in the preparation of offering statements, private
placement memorandum or other disclosure documents and all other documents necessary to
market and sell the Obligations, including disclosure of tenants of the Developer and the
non-financial terms of the leases between the Developer and such tenants. The Developer will



                                               -19-
not be required to disclose to the general public or any investor the rent payable under any such
lease or any proprietary or confidential financial information pertaining to the Developer, but
upon the execution of a confidentiality agreement acceptable to the Developer, the Developer
will provide such information to the District’s financial advisors, underwriters and their counsel
to enable such parties to satisfy their due diligence obligations. Such compliance obligation shall
be a covenant running with the land, enforceable as if any subsequent transferee thereof were
originally a party to and bound by this Agreement.

                                ARTICLE VI.
                 COLLECTION AND USE OF AVAILABLE REVENUES

        Section 6.1 Special Trust Fund; Pledge of Available Revenues. The District shall
cause its finance officer to maintain the Special Trust Fund, including an account therein for the
Transportation Project, and within such account, a “TDD Sales Tax Account”, a “Parking Garage
Portion Account”, an “Other Portion Account” and a “Municipal Revenues Account.” Subject to
annual appropriation by the Board of Aldermen and as further set forth in Section 4.5 above, the
City will, promptly upon receipt thereof, deposit all Municipal Revenues into the Municipal
Revenues Account. Subject to annual appropriation by the Board of Directors, the District will
promptly upon receipt thereof, deposit the TDD Sales Tax Revenues into the TDD Sales Tax
Account, the Parking Garage Portion into the Parking Garage Portion Account and the Other
Portion into the Other Portion Account.

       Section 6.2    Application of Available Revenues.

               (a)   Application of Available Revenues. The District hereby agrees for the
term of this Agreement to apply the Available Revenues and any taxes, fees or assessments
subsequently enacted and imposed in substitution therefor and allocable under this Agreement as
provided herein. Unless otherwise specified below, such money shall be applied to such
payment (by the Trustee on behalf of the District) first, from the TDD Parking Fees, then the
Hotel Lease Payments, then from the TDD Sales Tax Account, then from the Parking Garage
Portion Account, then from the Municipal Revenues Account, and then from the Other Portion
Account, as follows:

       First, transfer to the Operating Fund or applicable account within the Operating Fund the
amount estimated to be required to pay costs of operating and maintaining the Parking Garage
during the next succeeding 30 days;

      Second, payment of arbitrage rebate, if any, owed under Section 148 of the Internal
Revenue Code of 1986, as amended, including any costs of calculating arbitrage rebate;

       Third, payment of fees and expenses owing to the Trustee upon delivery to the District of
an invoice for such amount;

       Fourth, if no Bonds are outstanding, payment of scheduled principal of, premium, if any,
and interest becoming due (by reason of maturity or mandatory sinking fund redemption) on the
Notes on each interest payment date;

       Fifth, replenishment of any deficiency in any debt service reserve fund or account;


                                               -20-
        Sixth, replenishment of any deficiency in the Capital Replacement Fund as further set
forth in Section 3.10(c) hereof;

       Seventh, payment of scheduled principal of, premium, if any, and interest becoming due
(by reason of maturity or mandatory sinking fund redemption) on the Parking Garage
Obligations on each interest payment date;

        Eighth, redemption (including premium, if any, and interest owing on the redemption
date) on the Parking Garage Obligations from all revenues other than those remaining on deposit
in the Other Portion Account; and

       Ninth, redemption (including premium, if any, and interest owing on the redemption date)
on the Other Obligations;

       provided, however, that the moneys on deposit in the Municipal Revenues Account shall
be used solely to pay debt service on the Parking Garage Obligations in an amount not to exceed
that pro rata share of the outstanding Parking Garage Obligations attributable to the Public
Parking (i.e. 41.6%), and under no circumstances shall they be used to pay debt service on the
Other Obligations.

                (b)     Interest on Unpaid Obligations. If the moneys available are insufficient to
redeem the Notes on any interest payment date, then the unpaid portion shall be carried forward
to the next interest payment date, with interest thereon at the applicable rate.

                (c)   Budgets. The City agrees to direct the officer of the City charged with the
responsibility of formulating budget proposals to include in the budget proposal submitted to the
Board of Aldermen for each fiscal year that the Parking Garage Obligations are outstanding a
request for an appropriation of all moneys on deposit in the Municipal Revenues Account for
application to the payment of the principal amount, premium, if any, and interest on the Parking
Garage Obligations.

        Section 6.3 Limited Obligations. The parties agree that the District shall, subject to
annual appropriation, pledge all TDD Revenues to repayment of the Obligations in accordance
with this Agreement and the Bond Resolution and the City shall, subject to annual appropriation,
pledge all Municipal Revenues to repayment of the Obligations in accordance with this
Agreement and the Bond Resolution. The Obligations shall be the limited obligation of the
District payable solely out of Available Revenues and property as provided by the TDD Act and
shall not constitute a debt or liability or general obligation of the District, the City, the State of
Missouri or any agency or political subdivision thereof. The parties agree that the District and
the City shall not be obligated to pledge any funds other than those specifically pledged to
repayment of the Obligations.

        Section 6.4 Covenant to Request Annual Appropriation. The parties agree to cause
the officer of the District and the City, as applicable, at any time charged with the responsibility
of formulating budget proposals to include in the budget proposal submitted to the District for
each fiscal year that the Obligations are outstanding a request for an appropriation of Available
Revenues for application to the payment of Obligations in accordance with this Agreement and
the Bond Resolution. If, within thirty (30) days after the end of the District’s fiscal year, the


                                                -21-
Board of Directors fails to adopt a budget, the parties agree that the District shall be deemed to
have adopted a budget that provides for application of the Available Revenues collected in such
fiscal year in accordance with the budget for the prior fiscal year.

        Section 6.5 Repeal of District Funding Mechanisms. As long as the Obligations are
outstanding, the District shall not repeal or reduce the TDD Revenues unless such repeal or
reduction will not impair the District’s ability to repay the Obligations. Upon satisfaction in full
of the Obligations, the District shall timely implement the procedures in the TDD Act for repeal
of the TDD Revenues and abolishment of the District; provided, however, the District shall not
implement the procedures for repeal of the TDD Revenues and abolishment of the District if the
District has approved another transportation project pursuant to the TDD Act with the prior
written consent the Developer, provided that the Developer or a related entity of the Developer is
then an owner of record of real property located within the District.

       Section 6.6 Abolishment of the District. Upon the expiration or notice of repeal of
the TDD Revenues, TDD Revenues remaining after the final payment of TDD Administrative
Costs shall be retained in a segregated account until such time as the District is abolished and the
Board of Directors has provided for the transfer of any remaining TDD Revenues in a manner
consistent with the TDD Act.

                                      ARTICLE VII.
                                   GENERAL PROVISIONS

       Section 7.1 Developer’s Right of Termination. At any time prior to the delivery of
the Certificate of Substantial Completion of the Transportation Project, or with respect to the
North Phase, at any time prior to the transfer of the leasehold interest in the City Parcel to the
Developer pursuant to Section 3.2, the Developer may, by giving written notice to the City,
abandon the Project or the applicable phase and terminate this Agreement related thereto and the
Developer’s obligations hereunder if (a) the City defaults in or breaches any provision of this
Agreement; or (b) the Developer is unable to obtain all required approvals which Developer
deems reasonably necessary for the completion of the Project or the North Phase, as applicable.
Upon such termination, the City shall have no obligation to reimburse the Developer for any
amounts advanced under this Agreement or costs otherwise incurred or paid by Developer and
any Notes issued by the District in accordance with this Agreement may be deemed null and void
and may be cancelled at the discretion of the District. After delivery of the Certificate of
Substantial Completion, the Developer shall not terminate this Agreement.

        Section 7.2 City’s Right of Termination. The City may terminate this Agreement at
any time prior to acceptance of the Certificate of Substantial Completion if, subject to the notice
and cure provisions of Section 7.6, the Developer defaults in or breaches any provision or
covenant of this Agreement. Upon termination of this Agreement for any reason, the City shall
have no obligation to reimburse the Developer for any amounts advanced under this Agreement
or costs otherwise incurred or paid by Developer. Upon the issuance of the Bonds, the City shall
not terminate this Agreement.

      Section 7.3 District’s Right of Termination. The District may terminate this
Agreement at any time prior to acceptance of the Certificate of Substantial Completion if, subject


                                               -22-
to the notice and cure provisions of Section 3.7, Section 7.5 and Section 7.6, the Developer
defaults in or breaches any provision or covenant of this Agreement. Upon termination of this
Agreement for any reason, the District shall have no obligation to reimburse the Developer for
any amounts advanced under this Agreement or costs otherwise incurred or paid by Developer.
Upon the issuance of the Bonds, the District shall not terminate this Agreement.

        Section 7.4 Successors and Assigns. This Agreement shall be binding on and shall
inure to the benefit of the parties named herein and their respective heirs, administrators,
executors, personal representatives, successors and assigns. Without limiting the generality of
the foregoing, the rights of the Developer named herein or any successors in interest under this
Agreement or any part hereof may be assigned at any time before, during or after development of
the Transportation Project, whereupon the party disposing of its interest under this Agreement
shall be thereafter released from further obligation under this Agreement, provided that until
substantial completion of the Transportation Project, the rights, duties and obligations of the
Developer under this Agreement shall not be assigned in whole or in part and ownership in the
Developer shall not be transferred without the prior written approval of the City, which approval
shall not be unreasonably withheld, conditioned or delayed upon a reasonable demonstration by
the Developer of the proposed transferee’s or assignee’s experience and financial capability to
undertake and complete the Transportation Project and perform the Developer’s obligations
under this Agreement, all in accordance with this Agreement. Notwithstanding anything herein
to the contrary, the City hereby approves, and no prior consent shall be required in connection
with the right of the Developer to assign its interest in this Agreement to any related entity of the
Developer that is an owner of record of real property within the District; provided that in each
such event the Developer provides to the City fifteen (15) days’ advance written notice of the
proposed assignment or transfer and provided that the Developer shall not be released from
further obligation under this Agreement until the Parking Garage has been substantially
completed.

        Section 7.5 Remedies. Except as otherwise provided in this Agreement and subject to
the Developer’s and the City’s respective rights of termination, in the event of any default in or
breach of any term or conditions of this Agreement by either party, or any successor, the
defaulting or breaching party (or successor) shall, upon written notice from the other party
specifying such default or breach, proceed immediately to cure or remedy such default or breach,
and, shall, in any event, within thirty (30) days after receipt of notice, commence to cure or
remedy such default or breach. In the event that the defaulting or breaching party (or successor)
diligently and in good faith commences to cure or remedy such default or breach but is unable to
cure or remedy such default or breach within thirty (30) days after receipt of notice, the
defaulting or breaching party (or successor) shall, prior to the end of such thirty (30) days,
provide notice to the other party that it has in good faith commenced to cure or remedy such
default or breach, whereupon the defaulting or breaching party (or successor) shall have an
additional thirty (30) days to cure or remedy such default or breach.

        Section 7.6 Force Majeure. The Developer shall not be considered in breach or
default of their respective obligations under this Agreement, and times for performance of
obligations hereunder shall be extended in the event of any delay caused by force majeure (but
only for the duration of the event), including, without limitation, damage or destruction by fire or
casualty; strike; lockout; civil disorder; war; lack of issuance of any permits and/or legal


                                                -23-
authorization by the governmental entity necessary for the Developer to proceed with
construction of the Project or any material portion thereof (but only if the Developer files all
necessary documentation relating thereto in a timely manner in accordance with this Agreement);
shortage or delay in shipment of material or fuel; acts of God; unusually adverse weather or wet
soil conditions; or other like causes beyond the parties’ reasonable control, including but not
limited to, any litigation, court order or judgment resulting from any litigation affecting the
validity of the District, the Transportation Project, the Developer Project, the Obligations, this
Agreement, or eminent domain actions; provided that such event of force majeure shall not be
deemed to exist as to any matter initiated or unreasonably sustained by the Developer, and
further provided that the Developer notifies the City in writing within thirty (30) days of the
commencement of such claimed event of force majeure.

        Section 7.7 Notices. Any notice, demand or other communication required by this
Agreement to be given by either party hereto to the other shall be in writing and shall be
sufficiently given or delivered if dispatched by certified United States first class mail, postage
prepaid, or delivered personally,

               (a)       In the case of the Developer, to:

                         RJ York SSG, LLC
                         8229 Maryland Avenue
                         Clayton, Missouri 63105
                         Attn: Robert Kramer

                         With copies to:

                         Armstrong Teasdale LLP
                         One Metropolitan Square, Suite 2600
                         St. Louis, Missouri 63102
                         Attention: James Mello

                         and

                         Jenkins & Kling, P.C.
                         10 S. Brentwood Blvd., Suite 200
                         St. Louis, Missouri 63105
                         Attention: Stephen L. Kling, Jr.

               (b)       In the case of the City, to:

                         City of Clayton
                         10 N. Bemiston
                         Clayton, Missouri 63105
                         Attention: City Manager

                         With a copy to:



                                               -24-
                         Curtis, Heinz, Garrett and O’Keefe, P.C.
                         130 S. Bemiston, Suite 200
                         Clayton, Missouri 63105
                         Attention: Kevin O’Keefe

               (c)       In the case of the District, to:

                         Central and Maryland Transportation Development District
                         RJ York SSG, LLC
                         8229 Maryland Avenue
                         Clayton, Missouri 63105
                         Attn: Robert Kramer

                         With copies to:

                         Armstrong Teasdale LLP
                         One Metropolitan Square, Suite 2600
                         St. Louis, Missouri 63102
                         Attention: James Mello

or to such other address with respect to either party as that party may, from time to time,
designate in writing and forward to the other as provided in this paragraph.

        Section 7.8 Choice of Law. This Agreement shall be taken and deemed to have been
fully executed, made by the parties in, and governed by the laws of State of Missouri for all
purposes and intents.

        Section 7.9 Entire Agreement; Amendment. The parties agree that this Agreement
constitutes the entire agreement between the parties and that no other agreements or
representations other than those contained in this Agreement have been made by the parties.
This Agreement shall be amended only in writing and effective when signed by the authorized
agents of the parties.

       Section 7.10 Counterparts.          This Agreement may be executed in multiple
counterparts, each of which shall constitute one and the same instrument.

        Section 7.11 Severability. In the event any term or provision of this Agreement is held
to be unenforceable by a court of competent jurisdiction, the remainder shall continue in full
force and effect, to the extent the remainder can be given effect without the invalid provision.

        Section 7.12 Representatives Not Personally Liable. No elected or appointed
official, agent, employee or representative of the City shall be personally liable to the Developer
in the event of any default or breach by any party under this Agreement, or for any amount
which may become due to any party or on any obligations under the terms of this Agreement.
No officer, director, shareholder or employee of the Developer shall be personally liable to the
City in the event of any default or breach by any party under this Agreement, or for any amount
which may become due to any party or on any obligations under the terms of this Agreement.


                                                -25-
        Section 7.13 Release and Indemnification. Notwithstanding anything herein to the
contrary, the City and its governing body members, officers, agents, attorneys, employees and
independent contractors shall not be liable to the Developer for damages or otherwise in the
event that all or any part of the TDD Act, or any ordinance adopted in connection with either the
TDD Act or this Agreement is declared invalid or unconstitutional in whole or in part by the
final (as to which all rights of appeal have expired or have been exhausted) judgment of any
court of competent jurisdiction, and by reason thereof either the City is prevented from
performing any of the covenants and agreements herein or the Developer is prevented from
enjoying the rights and privileges hereof. The Developer releases from and covenants and agrees
that the City and its governing body members, officers, agents, attorneys, employees and
independent contractors shall not be liable for, and agrees to indemnify and hold harmless the
City, its governing body members, officers, agents, attorneys, employees and independent
contractors against any loss or damage to property or any injury to or death of any person
occurring at or about or resulting from any defect in the acquisition of the property in connection
with the Developer Project or construction of the Developer Project, including without limitation
location of hazardous wastes, hazardous materials or other environmental contaminants on the
such property, including all costs of defense, including attorneys fees, except for those matters
arising out of the gross negligence or willful misconduct of the City and its governing body
members, officers, agents, attorneys, employees and independent contractors.

         Section 7.14 Net Worth. The Developer shall either (a) maintain a Net Worth (as
defined below) of at least $5,000,000 or (b) provide a guaranty (in form and substance
reasonably acceptable to the City) of the Developer’s obligations hereunder by an entity having a
Net Worth of at least $5,000,000. For purposes hereof, “Net Worth” shall mean total assets less
total liabilities as reported on the financial statements of the Developer (or the guarantor, as the
case may be) pursuant to generally accepted accounting principles. Simultaneously with the
delivery of this Agreement and annually thereafter throughout the term of each of the District,
the Developer shall provide to the City financial statements demonstrating compliance with this
paragraph. Such financial statements shall either be          (a) audited by an independent certified
public accounting firm or (b) if audited financial statements are not prepared, then in the same
form as are prepared for the Developer’s lenders. In either case, the financial statements shall be
accompanied by a certificate signed by the Developer’s (or the guarantor’s, as the case may be)
general partner to the effect that (i) the financial statements present fairly and accurately the
financial position of the Developer (or the guarantor) as of the dates indicated and the results of
its operations for the periods specified, (ii) such financial reports and statements have been
prepared in conformity with generally accepted accounting principles consistently applied in all
material respects to the periods involved and (iii) the Developer (or the guarantor) has not, since
the close of the period for which the financial statements were prepared, incurred any material
liabilities and there has been no material adverse change since such date in the financial position
of the Developer (or the guarantor). The Developer agrees to provide immediate written notice
to the City of the Developer’s (or the guarantor’s, if applicable) Net Worth falls below
$5,000,000.




                                                -26-
                                    ARTICLE VIII.
                           REPRESENTATIONS OF THE PARTIES

         Section 8.1 Representations of the City. The City hereby represents and warrants
that it has full constitutional and lawful right, power and authority, under current applicable law,
to execute and deliver and perform the terms and obligations of this Agreement, including but
not limited to the right, power to join in the petition for the creation of the District, and all of the
foregoing have been or will be duly and validly authorized and approved by all necessary City
proceedings, findings and actions. Accordingly, this Agreement constitutes the legal, valid and
binding obligation of the City, enforceable in accordance with its terms.

       Section 8.2 Representations of the Developer. The Developer hereby represents and
warrants it has full power to execute and deliver and perform the terms and obligations of this
Agreement and all of the foregoing has been duly and validly authorized by all necessary
corporate proceedings. This Agreement constitutes the legal, valid and binding obligation of the
Developer, enforceable in accordance with its terms.

        Section 8.3 Representations of the District. The District hereby represents and
warrants that, upon formation and ratification of this Agreement, it has full power to execute and
deliver and perform the terms and obligations of this Agreement and all of the foregoing has
been duly and validly authorized by all necessary corporate proceedings. This Agreement
constitutes the legal, valid and binding obligation of the District, enforceable in accordance with
its terms.

                       (The remainder of this page intentionally left blank.)




                                                 -27-
        IN WITNESS WHEREOF, the City, the Developer and the District have caused this
Agreement to be executed in their respective names and the City has caused its seal to be affixed
thereto, and attested as to the date first above written.


“CITY”:                                         CITY OF CLAYTON, MISSOURI


                                                By:
                                                       Mayor
Attest:

(SEAL)


City Clerk

STATE OF MISSOURI               )
                                ) SS.
COUNTY OF                       )

       On this        day of ____________________, 2008, before me appeared
______________, to me personally known, who, being by me duly sworn, did say that he is the
Mayor of the CITY OF CLAYTON, MISSOURI, an incorporated political subdivision of the
State of Missouri, and that the seal affixed to the foregoing instrument is the seal of said City,
and said instrument was signed and sealed in behalf of said City by authority of its City’s Board
of Aldermen, and said Mayor acknowledged said instrument to be the free act and deed of said
City.

        IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
in the County and State aforesaid, the day and year first above written.


                                                  Notary Public

(SEAL)

My Commission Expires:
“DEVELOPER”:                                RJ YORK SSG, LLC
                                            a Missouri limited liability company

                                            By:
                                                   Robert B. Kramer, Manager




STATE OF MISSOURI            )
                             ) SS.
COUNTY OF                    )

       On this ___________ day of __________, 2008, before me appeared _______________,
to me personally known, who, being by me duly sworn, did say that he is the Manager of RJ
York SSG, LLC, a Missouri limited liability company, and that he is authorized to sign the
instrument on behalf of said company, and acknowledged to me that he executed the within
instrument as said company’s free act and deed.

        IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
in the County and State aforesaid, the day and year first above written.


                                              Notary Public

(SEAL)

My Commission Expires:
“DISTRICT”:                                    CENTRAL AND MARYLAND
                                               TRANSPORTATION DEVELOPMENT
                                               DISTRICT


                                               By:
                                                       Chairperson
Attest:

(SEAL)


Secretary

STATE OF MISSOURI              )
                               ) SS.
COUNTY OF                      )

        On this         day of ____________________, 2008, before me appeared
______________, to me personally known, who, being by me duly sworn, did say that he is the
Chairperson of the CENTRAL AND MARYLAND TRANSPORTATION DEVELOPMENT
DISTRICT, a political subdivision of the State of Missouri, and that the seal affixed to the
foregoing instrument is the seal of said District, and said instrument was signed and sealed in
behalf of said District by authority of its Board of Directors, and said Chairperson acknowledged
said instrument to be the free act and deed of said District.

        IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
in the County and State aforesaid, the day and year first above written.


                                                 Notary Public

(SEAL)

My Commission Expires:
          EXHIBIT A

Legal Description of the District




              A-1
                               EXHIBIT B

Form of Petition for the Creation of a Transportation Development District
                             (Attached hereto.)




                                   B-1
                       CIRCUIT COURT OF THE STATE OF MISSOURI
                           TWENTY-FIRST JUDICIAL CIRCUIT

IN RE: THE CREATION OF CENTRAL                     )
AND MARYLAND TRANSPORTATION                        )
DEVELOPMENT DISTRICT,                              )
                                                   )
RJ YOUK SSG, LLC, a Missouri limited               )
liability company,                                 )
                                                   )
CITY OF CLAYTON, MISSOURI, a home                  )
rule city duly constituted under the laws of the   )
State of Missouri, and                             )
                                                   )
ST. LOUIS COUNTY CATHOLIC CHURCH                   )
REAL ESTATE CORPORATION, a Missouri                )
nonprofit corporation, as Trustee under            )
Indenture of Trust, St. Louis County Catholic      )
Real Estate Trust dated June 23, 2003              )   Cause No: [_____________________]
                                                   )   Division No. [___]
       Petitionerss,                               )
                                                   )
vs.                                                )
                                                   )
MISSOURI HIGHWAYS AND                              )
TRANSPORTATION COMMISSION,                         )
                                                   )
SERVE          Mari Ann Winters                    )
               Secretary to the Missouri           )
               Highways and Transportation         )
               Commission                          )
               105 West Capitol Avenue             )
               Jefferson City, Missouri 65102      )
                                                   )
       Respondent.                                 )

               PETITION FOR THE CREATION OF A TRANSPORTATION
                           DEVELOPMENT DISTRICT

       COMES NOW Petitioners and, pursuant to the Missouri Transportation Development

District Act, Sections 238.200 to 238.275 of the Revised Statutes of Missouri, as amended (the

“TDD Act”), petitions the Court for the purpose of creating a transportation development district

(the “District”), and in support states as follows:




                                                                            Draft dated 08/28/08
                                         THE PARTIES

       1.      Petitioners RJ York SSG, LLC, a Missouri limited liability company (“RJ York”)

is the fee owner of certain real property located within the proposed District.

       2.      Petitioners City of Clayton, Missouri, a home rule city duly organized under the

laws of the State of Missouri (the “City”) is the fee owner of certain real property located within

the proposed District.

       3.      Petitioners St. Louis County Catholic Church Real Estate Corporation, a Missouri

nonprofit corporation, as Trustee under Indenture of Trust, St. Louis County Catholic Real Estate

Trust dated June 23, 2003 (the “Church” and with RJ York and the City, the “Petitionerss”) is

the fee owner of certain real property located within the proposed District.

       4.      The Petitioners are the fee owners of all of the real property located within the

proposed District.

       5.      Respondent     Missouri    Highways     and    Transportation      Commission   (the

“Commission”) is the constitutional authority responsible for constructing and maintaining the

Missouri highway system and is a necessary party under Section 238.207.4(2) of the TDD Act.


                                 PETITION REQUIREMENTS

       6.      Petitioners desire to create the District for the sole purpose of funding certain

“projects” within the meaning of Section 238.202.1(5) of the TDD Act as generally described in

Exhibit C hereto (the “Transportation Project”), initially through the imposition of a

transportation development district sales tax (the “Sales Tax”) pursuant to Section 238.235 of the

TDD Act, a special assessment pursuant to Section 238.230 of the TDD Act (the “Special

Assessment”) and transportation development district parking fees (the “Parking Fees”) pursuant

to Section 238.237 of the TDD Act. The proceeds of the Sales Tax, the Special Assessment and




                                                 2
the Parking Fees will be deposited into a special trust fund and used for the sole purpose of

funding the Transportation Project and certain administrative costs of the District.

        7.     A legal description of the property to be included in the proposed District is set

forth as Exhibit A, attached hereto and incorporated herein by reference, and a map depicting

such property is set forth as Exhibit B, attached hereto and incorporated herein by reference.

        8.     The proposed District is contiguous.

        9.     There are no persons eligible to be registered voters residing within the proposed

District.

        10.    The name and address of the fee owners of all real property located within the

proposed District are as follows:

                a.      RJ York SSG, LLC
                        8229 Maryland Avenue
                        Clayton, Missouri 63105

                b.      City of Clayton, Missouri
                        10 N. Bemiston
                        Clayton, Missouri 63105

                c.      St. Louis County Catholic Church Real Estate Corporation
                        20 Archbishop May Drive
                        St. Louis, Missouri 63119

        11.    The name and address of the Respondent is as follows:

                a.      Missouri Highways and Transportation Commission
                        105 West Capitol Avenue
                        P.O. Box 270
                        Jefferson City, Missouri 65102

        12.    Petitioners propose that the Transportation Project be undertaken by the District.

A general description of the Transportation Project is set forth as Exhibit C, attached hereto and

incorporated herein by reference. The approximate location of the Transportation Project is at

the northwest and southwest quadrants of the intersection of Maryland Avenue and North




                                                 3
Central Avenue, all within the jurisdiction of the City.

       13.     The name of the proposed District will be the Central and Maryland

Transportation Development District.

       14.     The board of directors of the District (the “Board”) will be composed of five (5)

members.

       15.     The terms of office of the initial members of the Board will be staggered, the two

(2) members receiving the highest number of votes will have an initial three-year term, the two

(2) members receiving the next highest number of votes will have an initial two-year term, and

the one (1) member receiving the fewest votes will have an initial one-year term. After the initial

terms, each member of the board of directors of the District will be elected for a three-year term.

The Respondent may each appoint one (1) advisor to the Board as provided in Sections

238.220.4 and 238.220.5 of the TDD Act.

       16.     The Transportation Project will be funded initially from the proceeds of the Sales

Tax, the Special Assessment and the Parking Fees.

       17.     Pursuant to the TDD Act, the District may impose the Sales Tax upon approval of

the qualified voters of the proposed District. Pursuant to the TDD Act, the Sales Tax may be

imposed at a rate of one-eighth of one percent (1/8%) up to a maximum of one percent (1%) on

the receipts from the sale at retail of all tangible personal property or taxable services at retail

within the District, if such property and services are subject to taxation by the State of Missouri

pursuant to the provisions of Sections 144.010 to 144.525 of the Revised Statutes of Missouri, as

amended, except such Sales Tax shall not apply to the sale or use of motor vehicles, trailers,

boats or outboard motors nor to public utilities. It is contemplated that the Board will adopt a

resolution imposing the Sales Tax at a rate not to exceed one percent (1%) and will request that




                                                 4
the Sales Tax be submitted to the qualified voters for approval. Pursuant to the TDD Act, all

proceeds of the Sales Tax shall be applied for the sole purpose of funding the Transportation

Project and related costs, provided that the District may deduct from the proceeds of the Sales

Tax the District’s reasonable and actual cost of administering, collecting, enforcing the Sales Tax

and operating the District in the reasonable exercise of its discretion.

       18.     The Transportation Project will also be funded initially from the proceeds of the

Special Assessment.     Pursuant to Section 238.230.1 of the TDD Act, the District may, if

approved by a majority of the qualified voters or by a petition signed by the owners of record of

all the real property located within the proposed District, levy the Special Assessment against

property benefited within the District, and levied ratably against each tract, lot or parcel or

property within the District which receives a special benefit from the elements of the

Transportation Project in the manner provided by Section 238.230.2 of the TDD Act. The Board

will adopt a resolution imposing the Special Assessment and will request that the Special

Assessment be submitted to the qualified voters for approval. Pursuant to Section 238.233.3 of

the TDD Act, the District shall collect the Special Assessment. Pursuant to the TDD Act, all

proceeds of the Special Assessment shall be applied for the sole purpose of funding the

Transportation Project and related costs, provided that the District may deduct from the proceeds

of the Special Assessment the District’s reasonable and actual costs of administering, collecting,

enforcing the Special Assessment and operating the District in the reasonable exercise of its

discretion.

       19.     Pursuant to the TDD Act, the District may impose the Parking Fees upon approval

of the qualified voters of the proposed District. Pursuant to the TDD Act, the Parking Fees may

be lower than that amount approved by the district voters, and the board of directors of the




                                                  5
proposed District may, without voter approval, increase the lower fee to a level not exceeding the

fee rate ceiling. Toll rates or fees for the use of the same project may vary at the election of the

Board, depending upon the type or nature of the user, or the type or nature of the use. It is

contemplated that the Board will adopt a resolution imposing the Parking Fees and will request

that the Parking Fees be submitted to the qualified voters for approval. Pursuant to the TDD Act,

all proceeds of the Parking Fees shall be applied for the sole purpose of funding the

Transportation Project, provided that the District may deduct from the proceeds of the Parking

Fees the District’s reasonable and actual cost of administering, collecting, enforcing and

operating the Parking Fees in the reasonable exercise of its discretion.

       20.     The Transportation Project is not intended to be merged into the state highway

and transportation system under the control of the Commission.

       21.     Within six months after development and initial maintenance costs of the

Transportation Project have been paid, the proposed District will transfer ownership and control

of the Transportation Project to the City in accordance with the terms of a contract entered into

between the District and the City pursuant to Section 238.275 of the TDD Act.

       22.     The proposed District will not be an undue burden on any owner of property

within the District and is not unjust or unreasonable.


        DISSOLUTION OF THE DISTRICT AND REPEAL OF THE SALES TAX,
                 SPECIAL ASSESSMENT AND PARKING FEES

       23.     Petitioners, as the owners of record of all real property located within the

proposed District, may file a petition with the Circuit Court seeking to dissolve the District prior

to the meeting at which the Board will be elected. After election of the Board, the District shall

be dissolved only in compliance with Section 238.275 of the TDD Act.

       24.     The District will maintain its existence until (a) the Transportation Project has



                                                 6
been completed or terminated; and (b) all obligations issued to finance the Transportation Project

have been paid in full, at which time the District, through its Board, will take and diligently

pursue to conclusion all such action as shall be necessary under the TDD Act to abolish the

District, including, but not limited to, the repeal of the Sales Tax, the Special Assessment and the

Parking Fees.


                         REQUEST FOR JUDGMENT AND ORDER

       WHEREFORE, the Petitioners request that the Court enter a judgment and decree

pursuant to the TDD Act as follows:

       A.       Finding and certifying that the Petition is not legally defective and that the

Respondent has been duly served with process in this action;

       B.       Finding and certifying that the proposed District is contiguous;

       C.       Finding and certifying that the proposed District is neither illegal nor

unconstitutional;

       D.       Finding and certifying that the District is properly, duly and lawfully organized;

       E.       Finding and certifying that the District is established as a political subdivision

pursuant to and in accordance with the TDD Act for the sole purpose of funding the

Transportation Project through the imposition of the Sales Tax, the Special Assessment and the

Parking Fees;

       F.       Finding and certifying that the proposed funding method and mechanism is

neither illegal nor unconstitutional and shall be certified for qualified voter approval pursuant to

Section 238.210.2 of the TDD Act;

       G.       Finding and certifying that the proposed District is not an undue burden on any

owner of property within the District and is not unjust or unreasonable;




                                                 7
       H.      Finding that there are no persons eligible to be registered voters residing within

the District and that the owners of record of the real property located within the District are the

only “qualified voters” pursuant to the TDD Act;

       I.      Ordering the Clerk of the 21st Judicial Circuit Court to give notice of, and to call a

meeting of the owners of record of all real property located within the District pursuant to

Section 238.220.2 of the TDD Act, for the purpose of electing an initial Board and a chairman

and secretary of the meeting to conduct such election;

       J.      Ordering a meeting of the Board in the manner provided in by Section 238.222 of

the TDD Act, which meeting shall be held in the same location as and immediately following the

meeting of the owners of record of all real property within the District;

       K.      Ordering that, upon approval and adoption of a resolution by the Board imposing

the Sales Tax, the Special Assessment and the Parking Fees, an election be held in conformance

with the requirements of Section 238.216 of the TDD Act, at which election the qualified voters

of the District will consider whether to authorize the Board to impose the Sales Tax, the Special

Assessment and the Parking Fees; provided however, the Special Assessment may also be

approved as provided in Section 238.230.1 of the TDD Act.

       L.      Petitioners further request the Court make any additional findings and orders and

grant such other further relief which the Court deems necessary and proper.




                                                 8
    ARMSTRONG TEASDALE LLP


    BY:____________________________________
       James E. Mello                    #37734
       Stephanie M. Grise                #54998
       One Metropolitan Square, Suite 2600
       St. Louis, Missouri 63102-2740
       (314) 621-5070
       (314) 621-5065 (facsimile)

    ATTORNEYS FOR PETITIONERS




9
                                CERTIFICATE OF SERVICE

      I HEREBY CERTIFY that a true copy thereof of the foregoing Petition for Creation of a
Transportation Development District has been furnished by electronic mail and first-class mail
to:

Bryce Gamblin
Senior Administrative Counsel
Chief Counsel's Office
Missouri Highways and Transportation Commission
105 W. Capitol Avenue
Jefferson City, MO 65102

this   day of ____________ , 2008.




                                           Stephanie M. Grise




                                             10
    EXHIBIT A

LEGAL DESCRIPTION




       11
  EXHIBIT B

BOUNDARY MAP




     12
                                            EXHIBIT C

             GENERAL DESCRIPTION OF THE TRANSPORTATION PROJECT

       The Transportation Project will generally consist of the construction of:

       (a) a structured parking facility; and

       (b) parking, streetscape, off-site improvements, a public circle drive at the hotel entrance,

and other transportation-related improvements.

       The Transportation Project shall also include the following costs: acquisition, settlement

and transfer of land, easements and right-of-way; demolition, excavation, earth work, backfill,

erosion control, waterproofing, grading, drainage, pavement, curb, gutter, sidewalk, and

stormwater facilities; structures (including any architectural treatments related thereto); utilities,

signing, striping, lighting, traffic signals, and landscaping; construction financing, placement

fees and interest; builder’s risk insurance, design fees, engineering fees, legal fees, development

fees, and project management fees and other professional fees relating to the Transportation

Project; and other similar or related infrastructure or improvements within the boundaries of the

District in connection with the construction of the Transportation Project as set forth in this

paragraph.




                                                 13
                                          EXHIBIT C

                   Form of Certificate of Commencement of Construction

        The undersigned, being a duly authorized officer of RJ YORK SSG, LLC, a Missouri
limited liability company (the “Developer”), delivers this certificate to the CITY OF
CLAYTON, MISSOURI, (the “City”) in connection with the Development Agreement dated as
of __________________, 2008 (the “Agreement”). Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Agreement.

       The undersigned hereby certifies as to the following:

       1.      The Developer has acquired or has under contract the Developer Parcel and the
               Church Parcel necessary for the construction of the Transportation Project.

       2.      The Developer has entered into a contract for the construction of the Parking
               Garage that includes the required terms set forth in the Agreement, including a
               completion guaranty.

       3.      The Developer has secured sufficient financing and has identified a development
               partner to commence and complete the South Phase of the Project.

       4.      The Developer has obtained all Governmental Approvals necessary to commence
               construction of the Project, including the Transportation Project.

       5.      The Construction Plans for the Transportation Project have been approved by the
               City.

       6.      The Developer is currently in compliance with Section 3.6 of the Agreement with
               respect to such bid bonds, such performance and labor and material payment
               bonds and such insurance as required by state law or as may be otherwise
               reasonably required by the District.

        Further, by accepting this Certificate, the City hereby certifies that the Developer has
sufficiently evidenced that it has the capacity to proceed with the Project, and therefore, within
fifteen (15) days of the acceptance hereof, the City shall convey the City Parcel to the Developer
for the construction of the Project.

                                    [Signature Page Follows]




                                               C-1
Dated this      day of      , 20    .

RJ YORK SSG, LLC

By:
Name:
Title:

Approved this   day of      , 20    .

CITY OF CLAYTON, MISSOURI

By:
Name:
Title:




                              C-2
                                          EXHIBIT D

             Form of Certificate of Reimbursable Transportation Project Costs

The Central and Maryland Transportation Development District
c/o RJ York SSG, LLC
8229 Maryland Avenue
Clayton, Missouri 63105
Attention: Ron Kramer

       Re:     Certificate of Reimbursable Transportation Project Costs

       Terms not otherwise defined herein shall have the meaning ascribed to such terms in the
Development Agreement dated as of ______________, 2008 (the “Agreement”), by and among
the City, the Developer and the District. In connection with said Agreement, the undersigned
hereby states and certifies that:

       1.     Each item listed on Schedule 1 hereto is a Reimbursable Transportation Project
Cost and was incurred in connection with the Transportation Project.

       2.     The Developer has incurred at least $250,000 in hard construction costs that are
also Reimbursable Transportation Project Costs.

       3.     These Reimbursable Transportation Project Costs have been have been paid by
the Developer and are reimbursable under the Agreement.

        4.      Each item listed on Schedule 1 has not previously been paid or reimbursed from
Available Revenues or any money derived from the Project Fund to be established pursuant to
the Bond Resolution, and no part thereof has been included in any other certificate previously
filed with the District.

        5.      There has not been filed with or served upon the Developer any notice of any lien,
right of lien or attachment upon or claim affecting the right of any person, firm or corporation to
receive payment of the amounts stated in this request, except to the extent any such lien is being
contested in good faith.

       6.    All work for which payment or reimbursement is requested has been performed in
a good and workmanlike manner and in accordance with the Agreement.

       7.      If any cost item to be reimbursed under this Certificate is deemed not to constitute
a Transportation Project Cost or a TDD Administrative Cost within the meaning of the TDD Act
and the Agreement, the Developer shall have the right to substitute other eligible Reimbursable
Transportation Project Costs for payment hereunder.

      8.       The Developer is not in default or breach of any term or condition of the
Agreement.

                                    [Signature Page Follows]


                                               D-1
FOR DEVELOPER:
Dated this     day of                   , 20    .

RJ YORK SSG, LLC

By:
Name:
Title:

Approved this       day of              , 20    .

CONSULTING ENGINEER

By:
Name:
Title:


***


Approved for payment this _____ day of __________, 20 .

THE CENTRAL AND MARYLAND TRANSPORTATION DEVELOPMENT DISTRICT

By:
Name:
Title:


Approved for payment this _____ day of __________, 20 .

THE CITY OF CLAYTON, MISSOURI

By:
Name:
Title:




                                          D-2
                                           EXHIBIT E

      Form of Certificate of Substantial Completion of the [Parking Garage][Project]

        The undersigned, RJ York SSG, LLC, a Missouri limited liability company (the
“Developer”), pursuant to that certain Development Agreement dated as of
        , 2008, by and among the City of Clayton, Missouri (the “City”), the Developer and the
Central and Maryland Transportation Development District (the “Agreement”), hereby certifies
as follows:

       1.     That as of _________, 20__, the acquisition and construction of the [Parking
Garage][Project] (as that term is defined in the Agreement) has been completed in accordance
with the Agreement.

      2.      The work on the [Parking Garage][Project] has been performed in a workmanlike
manner and in accordance with the Construction Plans.

       3.      Lien waivers for applicable portions of the work have been obtained.

        4.      This Certificate of Substantial Completion is accompanied by the project
architect’s or owner representative’s certificate of substantial completion on AIA Form G-704
(or the substantial equivalent thereof), a copy of which is attached hereto as Appendix A and by
this reference incorporated herein), certifying that the [Parking Garage][Project] has been
substantially completed in accordance with the Agreement.

       5.     This Certificate of Substantial Completion is being issued by the Developer in
accordance with the Agreement to evidence the Developer’s satisfaction of all obligations and
covenants with respect to the [Parking Garage][Project].

       6.      The District’s and the City’s acceptance (below) of this Certificate of Substantial
Completion after approval by the Consulting Engineer and within thirty (30) days of the date of
delivery of this Notice to the City (which written objection, if any, must be delivered to the
Developer prior to the end of such thirty (30) days) shall evidence the satisfaction of the
Developer’s agreements and covenants to perform the [Parking Garage][Project].

       [7.    The Other Transportation Improvements have been substantially completed in
conjunction with the completion of the Project and the submission of this Certificate of
Substantial Completion.]

        This Notice is given without prejudice to any rights against third parties which exist as of
the date hereof or which may subsequently come into being. Terms not otherwise defined herein
shall have the meaning ascribed to such terms in the Agreement.

                                    [Signature Page Follows]




                                                E-1
       IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this _____ day
of _____________, 200__.

RJ YORK SSG, LLC

By:
Name/Title:


Approved this       day of              , 20    .

CONSULTING ENGINEER

By:
Name/Title:


Accepted this       day of              , 20    .

THE CENTRAL AND MARYLAND TRANSPORTATION DEVELOPMENT DISTRICT

By:
Name/Title:

Accepted this       day of              , 20    .

THE CITY OF CLAYTON, MISSOURI

By:
Name/Title:




                                          E-2
                                                                      EXHIBIT F

                                                           Form of TDD Sales Tax Return

                                         TRANSPORTATION DEVELOPMENT DISTRICT
                                                  SALES TAX RETURN
           Business Name                                                  Taxable Sales
                                                                           (column 3 of state
                                                                            form)
           DBA Name
                                                                          Tax Rate                                                             _____%
           Business Location
                                                                          Amount Due

                                                                          Timely Payment
                                                                          (2%)
                                                                          Total Tax Due
           Tax Period
                                                                          Interest for Late
                                                                          Payment *
              The reporting period and the due date are the same as
it is for the State Sales Tax.
                                                                          Additions to Tax *

                                                                          Approved Credit

                                                                          Pay This
                                                                          Amount
           Make Checks payable to:                                        (U.S. Funds
           [Insert address of TDD or City, as                             Only)
           applicable]                                                    *Calculated on the same basis as the State Sales Tax filing.



           Include a copy of State Sales Tax Form




            I have direct control, supervision or responsibility for filing this return and payment of the tax due. Under penalties of perjury, I declare
that this is a true, accurate and complete return. I attest that I have no sales to report for locations left blank.
           Signature                                                                 Date
                                                                                                             Thank You for Your Prompt
                                                                                                                     Payment




                                                                          F-1
        EXHIBIT G

Form of Church Ground Lease




           G-1
     G:\MDG\(Clayton - R.J. York - Maryland Central Hotel TDD) 600140.001 (S-202450)\Ground Lease - Church
                                                                                        (S2699833-3).DOC
                                                                                        September 19, 2008

                                          GROUND LEASE

        THIS GROUND LEASE (this “Lease”) is made and entered into as of
________________________, 2008 (the “Effective Date”) by and between St. Louis County
Catholic Church Real Estate Corporation, a Missouri nonprofit corporation, as Trustee under
Indenture of Trust, St. Louis County Catholic Real Estate Trust dated June 23, 2003, a Missouri
_______________________ (“Landlord” or “Church”) and RJ York SSG, LLC, a Missouri
limited liability company (“Tenant”).

1.      LEASE OF PREMISES

        1.1.    For and in consideration of the covenants and agreements contained herein and
other valuable consideration, Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord, upon the following terms and conditions, the property located in St. Louis County,
Missouri more particularly legally described on Exhibit A, attached hereto and by this reference
made a part hereof, together with all rights, easements and appurtenances thereto. The land and
all improvements now or hereafter located thereupon together with the appurtenances pertaining
thereto are herein collectively referred to as the “Premises.”

       1.2.     Simultaneously with the execution of this Lease, the Central Maryland Hotel
Transportation Development District (“TDD”) and Landlord executed a Church Parking Lease
Agreement dated as of ___________, 2008 (“Church Lease”) pursuant to which the Church will
have the right to utilize certain parking spaces to be constructed on the Premises (“Project”).

2.      LEASE TERM

         2.1.    Term. The term of this Lease shall commence on the Commencement Date and
shall terminate at the end of the ninety-ninth (99th) Lease Year (the “Term”). For purposes of
this Lease, the term “Lease Year” shall mean each twelve (12) month period commencing upon
the first day of the calendar month immediately following the Effective Date.

        2.2.   Possession. Possession shall be delivered to Tenant on or before ________, 2008
on a date designated by Tenant (“Commencement Date”). If Tenant fails to designate delivery
on or before twelve (12) months after the Effective Date, either party shall have the option to
terminate this Lease by providing written notice to the other party. Tenant shall comply with and
perform all of the terms, covenants, conditions and obligations set forth in this Lease from and
after the Commencement Date unless otherwise specifically provided.

3.      RENT

        3.1. Rent. Tenant shall pay to Landlord a one-time, lump sum payment in the amount
of $1,020,000.00 (“Rent”). Tenant shall pay the Rent upon Tenant’s receipt of reimbursement of
the Project’s development costs from the Central Maryland Hotel Transportation Development
District (the “District”). The Rent will accrue interest at a rate of six (6%) per annum from the
Commencement Date until the date of payment of the Rent.
       3.2.    Net Lease. It is the purpose and intent of Landlord and Tenant that this is an
absolute net lease and that from and after the Effective Date, the Rent shall, except as herein
otherwise provided, be absolutely net to Landlord, so that this Lease shall thereafter yield, net, to
Landlord, the Rent, and that all costs, expenses and obligations of every kind and nature
whatsoever relating to the Premises and/or the operation of the Project thereon and/or in
connection therewith, except as herein otherwise provided, which may arise or become due
during or out of the Term of this Lease, shall be paid by Tenant, and that Landlord shall be
protected, defended, indemnified and held harmless by Tenant from and against the payment of
same or any obligation to pay the same.

4.     CONSTRUCTION OF TENANT IMPROVEMENTS

         4.1.    Construction of Improvements. Tenant shall, at its sole cost and expense,
construct on the Premises and adjoining parcels a parking garage, in substantially the same form
as depicted on Exhibit C attached hereto (the “Improvements” or the “Project”). Any such
construction shall be performed (a) in a good and workmanlike manner, and (b) in accordance
with all federal, state and local statutes, ordinances, laws, rules, regulations and other
governmental requirements. The improvements, including the Project, constructed by Tenant at
its sole cost and expense shall be owned by Tenant during the Term, and for tax purposes, shall
be depreciable by Tenant. Tenant may demolish, repair, replace or reconstruct the Improvements
at its sole option from time to time, and shall have no obligation to occupy the Improvements. If
Tenant demolishes but does not replace or reconstruct the Improvements, Tenant shall provide
Landlord with certain parking spaces on the Premises or similarly situated property. Landlord
agrees to cooperate with Tenant and execute any and all necessary permit applications, plats,
easements, documents and/or items reasonably requested by Tenant for Tenant’s intended use or
development of the Premises.

        4.2.   Assurance of Payment and Performance; Insurance Certificates. Tenant shall
promptly pay all expenses, costs and charges of every kind and nature whatsoever arising out of
Tenant’s Work, as the same are incurred by or for Tenant. Tenant shall indemnify, defend and
hold harmless Landlord from and against all costs, expenses, liability, claims, actions and causes
of action, including attorneys’ fees, arising out of or related to Tenant’s Work. Prior to
commencement of Tenant’s Work, Tenant shall obtain insurance coverage, in the form of new
policies or endorsements to existing policies, showing Tenant to be insured during the period of
construction, under policies providing the coverages required under Section 10 hereof and
naming Landlord as an additional insured. Tenant shall comply with all requirements and
conditions of such policies to ensure continuation of the same throughout the course of Tenant’s
Work.

5.     FINANCING; LEASEHOLD MORTGAGE PROVISIONS

        5.1.   No Landlord Mortgage. During the Term, Landlord shall not have the right at any
time to create security interests in the form of a mortgage, deed of trust or other similar lien or
encumbrance (a “Mortgage”) upon or affecting Landlord’s fee estate in the Premises or any part
thereof without the prior written consent of Tenant and any Leasehold Mortgagee (as hereinafter
defined), which consent the Leasehold Mortgagee may exercise in its sole and absolute
discretion.



                                                 -2-
       5.2.     Leasehold Mortgages. Tenant shall have the right at any time to subject all or any
portion of its leasehold interest under this Lease to one or more mortgages, deeds of trust or like
instruments (“Leasehold Mortgages”) to its lender (“Leasehold Mortgagee”) without the consent
of Landlord. The Landlord shall not be required to join in any Leasehold Mortgage or to
subordinate the Landlord’s interest to any Leasehold Mortgage.

        5.3.    No Modification or Termination of Lease. Except in the exercise of any of
Landlord’s remedies under Section 16, this Lease shall not be canceled, terminated, surrendered,
modified or amended without the prior written consent of the Leasehold Mortgagee under any
Leasehold Mortgage. Any attempt on the part of Landlord or Tenant to cancel, terminate,
surrender, modify or amend this Lease without such written consent of all Leasehold Mortgagees
shall be null and void and of no effect.

        5.4.    Written Notices. If Landlord shall give any notice, demand, election or other
communication (a “Notice” or collectively, “Notices”) to Tenant hereunder, Landlord shall at the
same time give a copy of each such Notice to each Leasehold Mortgagee under a Leasehold
Mortgage at the address theretofore designated by such Leasehold Mortgagee by written notice
to Landlord. Such copies of Notices shall be sent by certified mail, return receipt requested, or
by Federal Express or similar overnight delivery service, and shall be deemed given in the same
manner as notices to Landlord and Tenant pursuant to Section 20.1. No Notice given by
Landlord to Tenant shall be binding upon or affect Tenant or any such Leasehold Mortgagee
unless a copy of such Notice shall be given to such Leasehold Mortgagee pursuant to this
Section. In the case of an assignment of a Leasehold Mortgage or a change in the address of the
Leasehold Mortgagee thereunder, the Leasehold Mortgagee or its assignee may, by written
notice to Landlord, change the address to which copies of Notices are to be sent. Landlord shall
not be bound to recognize any assignment of a Leasehold Mortgage unless and until Landlord
shall receive a copy of the recorded assignment and the name and address of the assignee. After
Landlord has been given such notice, such assignee shall be deemed to be the “Leasehold
Mortgagee” for all purposes under this Section.

         5.5.   Substitute Performance. Each Leasehold Mortgagee under a Leasehold Mortgage
shall, in addition to the rights described in Sections 5.6 and 5.7 hereof, have the right to perform
any term, covenant, condition or agreement and to remedy, in accordance with the terms of this
Lease, any default by Tenant under this Lease, and Landlord shall accept such performance by
any such Leasehold Mortgagee with the same force and effect as if furnished by Tenant.
Landlord hereby consents to all acts of such Leasehold Mortgagee in connection with any such
performance, including without limitation entry upon the Premises and commencement and
prosecution of foreclosure or other proceedings in order to obtain possession of the Premises.

        5.6.   Additional Time to Cure Defaults. In case of a default by Tenant in the
performance or observance of any term, covenant, condition or agreement on Tenant’s part to be
performed under this Lease, (a) each Leasehold Mortgagee under a Leasehold Mortgage shall
have an additional sixty (60) days beyond the applicable cure period set forth in Section 16.1
hereof, within which to cure or to commence the curing of such defaults as therein provided,
during which additional period this Lease shall remain in full force and effect; and (b) if such
default is a Noncurable Default (hereinafter defined), then, at the option of Leasehold
Mortgagee, this Lease shall be reinstated and remain thereafter in full force and effect and all



                                                -3-
events constituting Noncurable Defaults shall be deemed to be permanently and fully remedied,
provided that (i) Leasehold Mortgagee assumes all obligations of Tenant under this Lease, (ii) no
other defaults which do not constitute Noncurable Defaults remain unremedied, and (iii) the
obligations of Tenant hereunder are performed in accordance with the terms of this Lease. For
the purposes hereof, the term “Noncurable Defaults” shall refer to the following events: (i) the
abandonment of the Premises by Tenant, (ii) the insolvency or bankruptcy of Tenant, and
(iii) any other event constituting an event of default hereunder which, by virtue of the fact that
the event is triggered upon the passage of a stated date or period of time which has elapsed prior
to the time that is allotted to the Leasehold Mortgagee for cure of the same, is not susceptible of
cure by Leasehold Mortgagee.

        5.7.   Special Rights of Leasehold Mortgagee. No Leasehold Mortgagee under a
Leasehold Mortgage shall be required, pursuant to Section 5.6 hereof, to continue to proceed to
obtain possession of the Premises, to continue in possession of the Premises as mortgagee or to
continue to prosecute foreclosure proceedings following the cure of such default. Nothing herein
shall preclude Landlord from exercising any of its rights or remedies with respect to any other
default by Tenant during any period of Landlord’s forbearance under Section 5.6 hereof, but in
such event the Leasehold Mortgagee shall have all of the rights and protections provided in this
Section with respect to such other default. If the Leasehold Mortgagee, or its nominee, or a
purchaser at a foreclosure sale, shall cure all continuing defaults of Tenant hereunder and non-
continuing defaults susceptible of being cured, then the defaults of any prior holder of Tenant’s
leasehold estate hereunder which are not continuing and are not susceptible of being cured by
such Leasehold Mortgagee or by said purchaser shall no longer be deemed to be defaults
hereunder.

        5.8.   Limitations on Mortgagees’ Liability. No Leasehold Mortgagee under a
Leasehold Mortgage shall be personally liable or obligated to perform the obligations of Tenant
under the Lease unless and until such Leasehold Mortgagee becomes the owner of the leasehold
estate under this Lease by foreclosure, assignment or transfer in lieu of foreclosure or otherwise.
Thereafter such Leasehold Mortgagee and its successors and assigns shall each remain
personally liable for the obligations of Tenant only so long as they are the owner of the leasehold
estate under this Lease. Any such Leasehold Mortgagee which becomes the owner of the
leasehold estate under this Lease shall be entitled to all of the rights and privileges of Tenant
under this Lease, and shall have the right to assign or sublet in the same manner as Tenant.

        5.9.    New Lease. In the event that any Leasehold Mortgagee or any successor or
assign of a Leasehold Mortgagee so elects by written notice to Landlord, after becoming the
owner of the leasehold estate under this Lease, Landlord shall enter into a new lease with such
Leasehold Mortgagee or successor or assign of a Leasehold Mortgagee covering the Premises or
the Project for the remainder of the Term of this Lease, at the same Rent and subject to the same
covenants, agreements, conditions, provisions, restrictions and limitations contained in this
Lease; provided that such Leasehold Mortgagee or successor or assign of a Leasehold Mortgagee
(a) shall give written notice of its intent to enter into such a new lease within one hundred
eighty (180) days after it has become the owner of the leasehold interest under this Lease,
whether by foreclosure, transfer in lieu of foreclosure, or otherwise and (b) cures all then existing
uncured defaults of Tenant under this Lease which can practicably be cured by such Leasehold
Mortgagee or successor or assign of a Leasehold Mortgagee. Such new lease, and this covenant,



                                                 -4-
shall have the same priority with respect to any rights, liens and interests intervening between the
date of this Lease and the effective date of such new lease as this Lease. Each subtenant of the
Premises or the Project whose sublease was in force and effect immediately prior to the
termination of this Lease and did not by its own terms expire prior to the effective date of the
new lease shall attorn to the lessee under the new lease.

        5.10. No Merger. Unless Leasehold Mortgagee shall otherwise expressly consent in
writing, the fee title to the property demised by this Lease and the leasehold estate created hereby
shall not merge but shall always remain separate and distinct, notwithstanding the union of said
estates either in the Landlord, Tenant, or a third party by purchase or otherwise.

       5.11. Church Lease. Notwithstanding anything contained herein to the contrary, no
foreclosure of any Leasehold Mortgage shall disturb or terminate the Church Lease.

6.     ASSIGNMENT AND SUBLEASE

        Tenant may assign or otherwise transfer this Lease or any of its rights hereunder;
provided, however, that Tenant provide to Landlord written notice of such assignment or transfer
of this Lease. Such assignment or other transfer of this Lease shall not relieve Tenant of its
existing responsibility to perform the terms of this Lease. Notwithstanding the foregoing, Tenant
shall be released from all responsibility to perform the terms of this Lease if the assignee of this
Lease also currently owns (1) the two properties adjacent to the Premises, which properties are
depicted on Exhibit D attached hereto, and (2) the Project or any replacement therefor. The
Tenant expects to assign the Tenant’s interest under this Lease to the TDD on or about the
Commencement Date.

7.     USE

       7.1.   Except as provided in Sections 7.2 and 7.3, Tenant shall use the Premises for any
lawful purpose. The Premises shall, at all times, comply with all building and zoning laws and
other laws, ordinances, order, rules, regulations and requirements of all federal, state, and
municipal governments in whose jurisdictions the Premises are located, and the appropriate
departments, commissions, boards and officers thereof.

        7.2.   Tenant shall not use the name St. Joseph Catholic Church or any derivative
thereof in connection with any operations or activities on the Premises.

         7.3.    Tenant shall not (as long as St. Joseph Catholic Church in Clayton continues to be
used as a Catholic Church), without the prior written authorization of the Archbishop of St.
Louis use, permit others to use or lease or otherwise transfer the use of the Premises or any
portion thereof to any person who uses or will use the Premises or any portion thereof as a
facility, place of business or other place in which:

               (a)    a congregation, society or other assemblage of persons meets for worship
or other religious observances or activities, promoted or defined as Roman Catholic, but not
possessing the express ecclesiastical approval of the Roman Catholic Church;




                                                -5-
               (b)    human abortion, sterilization, euthanasia or other acts which are contrary
to the Ethical and Religious Directives for Catholic Health Care Services promulgated by the
United States Conference of Catholic Bishops are performed, or promoted through public
advocacy or for which counseling is given which promotes and/or encourages individuals to
obtain such services;

               (c)      pornographic or soft pornographic books, pictures, discs or other media or
materials directed to an adult rather than a general audience or clientele are displayed, sold,
rented or available for viewing;

               (d)    massages or tattoos are provided;

               (e)    a tavern, bar, night club, dance club or dance hall is operated; or

               (f)     live performances directed to an adult audience rather than the general
public are operated or conducted.

8.     TAXES

        8.1.    Impositions. Tenant shall pay or cause to be paid, before any fine, penalty,
interest or cost may be added thereto for the non-payment thereof, all (i) taxes, assessments,
charges, levies, fees and other governmental charges, general and special, ordinary and
extraordinary, of any kind and nature whatsoever which shall be laid, assessed, levied, or
imposed upon the Premises, including ad valorem taxes for the personal property at the Premises,
and (ii) any tax, assessment, charge or fee which is imposed in substitution for, or in lieu of an
increase in, such real estate taxes or ad valorem personal property taxes (all of which are
collectively referred to herein as “Impositions”). Impositions shall not include any state tax on
Rent payments payable to the Landlord hereunder, inheritance, estate, succession, transfer, gift,
or capital stock tax or any current state or federal income taxes or other income taxes other than
those described above.

       8.2.    Delivery of Bills by Landlord. Landlord shall deliver to Tenant copies of all bills
for Impositions and Tenant shall pay the amount thereof to the taxing authority prior to the date
on which payment of each such bill is due.

        8.3.   Tenant’s Dispute of Imposition. Tenant may, if it shall so desire, contest the
validity or amount of any Impositions, in whole or in part, by an appropriate proceeding
diligently conducted in good faith. Nothing herein contained, however, shall be so construed as
to allow such Impositions to remain unpaid for such length of time as shall permit the Premises,
or any part thereof, or the lien thereon created by such Impositions to be sold by a governmental,
city or municipal authority for the nonpayment of the same.

        Tenant shall be authorized to collect any tax refund payable as a result of any proceeding
Tenant may institute for that purpose and any such tax refund shall be the property of Tenant to
the extent to which it may be based on a payment made by Tenant.

       8.4.    Proration. If the Term ends on any day other than the last day of a calendar year,
Tenant shall only be obligated to pay that portion of the Impositions attributable to the Premises



                                                -6-
as shall be determined by multiplying such Impositions by a fraction the numerator of which is
the number of days of the Term coming within such calendar year and the denominator of which
is 365.

9.     UTILITIES

         9.1.   Payment of Utilities. Tenant shall pay the applicable utility companies or
governmental agencies for all such utilities consumed on the Premises during the Term
subsequent to the Commencement Date and shall be solely responsible for servicing such
utilities, and shall protect, hold harmless and indemnify Landlord against any costs, liabilities,
fees or expenses relating thereto.

         9.2.    Utility Easements. Landlord shall grant or join in the grant of utility easements
upon the Premises, in such locations and scope as are requested by Tenant and reasonably
acceptable to Landlord, to the extent required by the various utility companies to provide the
utility services desired for the use and operation of the Premises as permitted by this Lease.

10.    INSURANCE

        Tenant shall, during the entire Term hereof, keep in full force and effect a policy of
public liability insurance with respect to any business operated by Tenant and any subtenants of
Tenant in the Premises. Tenant shall furnish the Landlord with certificates evidencing such
insurance coverage. Public liability damage insurance coverage on an occurrence basis shall be
in the amount of $2 million per occurrence and $3 million annual aggregate limit and shall name
Landlord and Tenant as insureds, and shall provide that the insurer shall not cancel, change or
amend the insurance without first giving Landlord thirty (30) days’ prior written notice. All of
the premiums for such insurance shall be paid by Tenant during the Term of this Lease. Every
ten (10) years, at Landlord’s request, Landlord and Tenant shall review the insurance coverage
limits and, if necessary, change the limits to commercially reasonable and mutually agreeable
amounts.

11.    REPAIR, MAINTENANCE & CONSTRUCTION

       Tenant shall be responsible for all repairs to the Premises, except as to repairs or
replacements necessitated by damage caused by the acts of Landlord, its employees, agents and
contractors. It is the intention of the parties that all development and construction on and to the
Premises and all maintenance, repair and other work with respect thereto shall be Tenant’s sole
responsibility and Landlord shall have no obligations with respect thereto.

12.    HAZARDOUS MATERIALS

        12.1. Landlord’s Representation. The Landlord warrants and represents to the Tenant
that to the best of Landlord’s knowledge, no Hazardous Substances are located on the Premises
as of the Execution Date. For purposes of this section, the term “Hazardous Materials” shall
mean any hazardous or toxic substance, material, or waste, including, but not limited to, those
substances, materials, and wastes listed in the United States Department of Transportation
Hazardous Materials Table (49 CFR 172.101) or by the Environmental Protection Agency as
hazardous substances (40 CFR Part 302) and amendments thereto, or such substances, materials



                                                -7-
and wastes that are or become regulated under any applicable federal, state or local law,
ordinance, or regulation including, but not limited to the Resource Conservation and Recovery
Act, the Toxic Substances Control Act, the Comprehensive Environmental Response,
Compensation and Liability Act (“CERCLA” or “Superfund”), the Clean Air Act, and the Clean
Water Act.

13.    INDEMNIFICATION

        13.1. Landlord Indemnification. Except to the extent arising out of any acts or
omissions of Landlord, or any breach by Landlord of any provision of this Lease, Tenant agrees
to indemnify Landlord and save Landlord harmless from and against all liability and expense
(including reasonable attorneys’ fees) which may be incurred by Landlord to the extent of:
(a) any use of the Premises by Tenant; and (b) any failure by Tenant to perform its obligations
under this Lease. Tenant shall defend any action based on any of such matters and engage and
pay counsel for such purpose.

       13.2. Tenant Indemnification. Except to the extent arising out of any acts or omissions
of Tenant, or any breach by Tenant of any provision of this Lease, Landlord agrees to indemnify
Tenant and save Tenant harmless from and against all liability and expense (including reasonable
attorneys’ fees) which may be incurred by Tenant to the extent of any failure by Landlord to
perform its obligations under this Lease. Landlord shall defend any action based on any of such
matters and engage and pay counsel for such purpose.

14.    CASUALTY DAMAGE

         14.1. Right to Proceeds. In the event of damage to the Project by fire or other casualty,
the Tenant shall be entitled to receive all insurance proceeds and may elect, in its sole discretion,
to use all available insurance proceeds to rebuild the Premises and continue this Lease pursuant
to the terms and conditions hereof. If Tenant elects to continue the Lease, Tenant shall either (i)
restore or repair the Project in a manner sufficient to supply Landlord with certain parking spaces
or (ii) provide Landlord with parking spaces on the Premises or other similarly situated property.
If, pursuant to such casualty, the Lease is terminated, Tenant shall clear any debris and restore
the Premises to its present condition as a vacant lot.

        14.2. Abatement. There shall be no abatement of Rent during the period of restoration,
repair, replacement or rebuilding of the Premises pursuant to any casualty.

15.    EMINENT DOMAIN

        15.1. Proceeds of Condemnation. In the event of any taking by eminent domain, all
proceeds thereof allocable to the value of any improvements, plus the value of Tenant’s
leasehold estate, shall be paid to Tenant, and Landlord hereby waives any right of Landlord
thereto. The Landlord’s share of condemnation proceeds shall be limited to the value of the
Landlord’s interest in the property as Lessor immediately prior to the condemnation.




                                                 -8-
16.    DEFAULT

       16.1.   Events of Default. Any of the following shall constitute an “Event of Default”
hereunder:

                (a)   if Tenant shall fail or refuse to make the one-time payment of Rent when
due and payable under this Lease, or the payment of any other sum or charge payable under this
Lease, and such failure shall continue for a period of thirty (30) days after Tenant’s receipt of
written notice from Landlord (“Event of Monetary Default”); or

                (b)     if Tenant shall fail or refuse to perform or comply with any of the
agreements, terms, covenants or conditions provided in this Lease (other than those referred to in
the foregoing paragraph (a) or the following paragraph (c) of this ) for a period of sixty (60) days
after receipt of written notice from Landlord specifying the items in default; provided, however,
that in the event that such failure by its nature cannot reasonably be cured within such sixty (60)
day period, then such sixty (60) day period shall be extended until such failure is cured, so long
as Tenant commences its efforts to cure within such period and thereafter diligently pursues the
same to completion; or

       16.2. Remedies. Subject to Section 5 above, upon the occurrence of an Event of
Default, at Landlord’s option, the Tenant’s rights to occupy the Premises under this Lease shall
be suspended. In the event such Event of Default is not cured within twelve (12) months after
the occurrence of the Event of Default, the Landlord by written notice may terminate this Lease,
and upon such expiration the rights of Tenant to the use and possession of the Premises and
Tenant’s estate in the Project under this Lease, shall expire and terminate. The foregoing
termination of Tenant’s rights shall not be deemed to imply that the Lease is terminated unless
Landlord specifically declares Landlord is exercising such right to so terminate this Lease.

        16.3. Surrender. Upon any such termination of Tenant’s rights under this Lease
pursuant to Section 16.2, Tenant shall quit and peacefully surrender the Premises and Project to
Landlord, and Landlord, upon or at any time after any such termination, may without further
notice enter upon and re-enter the Premises and Project and possess and repossess itself thereof,
by force, summary proceedings, ejectment or otherwise, and may dispossess Tenant and remove
Tenant and all other persons and property from the Premises and may have, hold and enjoy the
Project and the Premises and the right to receive all income of and from the same.

        16.4. Attorneys’ Fees. In the event either party shall commence any legal proceedings
to enforce any of the terms, covenants or provisions of this Lease, the prevailing party shall be
entitled to recover its litigation costs and attorneys’ fees arising out of such litigation.

17.    ESTOPPEL CERTIFICATES

        At any time and from time to time (but, in any event, not more than three (3) times during
any twelve (12) month period) within fifteen (15) days after written request of the other party,
Landlord or Tenant, as the case may be, will execute, acknowledge and deliver to the other party
a certificate evidencing: (a) whether or not this Lease is in full force and effect; (b) whether or
not this Lease has been modified or amended in any respect, and identifying such modifications
or amendments, if any; (c) whether or not there are any existing defaults thereunder to the


                                                -9-
knowledge of the party executing the certificate, and specifying the nature of such defaults, if
any; and (d) any other reasonably requested matter respecting this Lease.

18.    SURRENDER

       18.1. Surrender of Premises. Except as otherwise expressly provided in this Lease,
Tenant shall surrender and deliver up the Premises and all improvements thereon to Landlord at
the expiration or other termination of this Lease or of Tenant’s right to possession hereunder,
free and clear of all liens and encumbrances except the liens for taxes and assessments not then
due and payable and matters reflected in herein and any matters created, caused or consented to
by Landlord, and without any payment or allowance whatsoever by Landlord on account of any
improvements made by Tenant. Tenant’s Work and all other structures and improvements made
by Tenant upon the Premises shall become the property of Landlord upon such expiration or
termination.

        18.2. Removal of Certain Property. All furniture, trade fixtures, and business
equipment furnished by or at the expense of Tenant or any subtenant shall be removed by or on
behalf of Tenant at or prior to the expiration or other termination of this Lease or of Tenant’s
right of possession hereunder, but only if, and to the extent that, the removal thereof will not
cause physical injury or damage to the Premises or any of the improvements thereon or
necessitate changes or repairs to the same. Tenant shall pay or cause to be paid to Landlord the
cost of repairing or restoring any injury or damage to the Project or other improvements or to the
Premises arising from such removal. Such costs shall be deemed due and payable as of the date
on which surrender by Tenant is required under this Lease.

        18.3. Property Not Removed. Any personal property of Tenant or any subtenant which
shall remain in or upon the Premises after Tenant or any subtenant has surrendered possession of
the Premises shall be deemed to have been abandoned by Tenant or such subtenant, and at the
option of Landlord, such property: (i) shall be retained by Landlord as its property; (ii) shall be
disposed of by Landlord in such manner as Landlord shall determine, without accountability to
any person; or (iii) shall be promptly removed by Tenant at Tenant’s expense upon written
request from Landlord. Landlord shall not be responsible for any loss or damage occurring to
any property owned by Tenant or any subtenant.

       18.4. Survival of Terms. The terms of this Article shall survive the expiration or sooner
termination of this Lease.

19.    QUIET ENJOYMENT

       Landlord hereby warrants and represents that Tenant, upon paying the Rent and other
charges herein provided for, and upon observing and keeping all covenants, agreements and
conditions of this Lease to be kept on its part, shall quietly have and enjoy the Premises during
the Term of this Lease without hindrance or molestation by anyone claiming by, through or
under Landlord, subject, however, to the exceptions, reservations and conditions of this Lease.




                                               -10-
20.    MISCELLANEOUS

        20.1. Notice. Any notice or consent required to be given by or on behalf of any party
hereto to any other party shall be in writing and mailed by registered or certified mail, return
receipt requested or delivered personally, including by air courier or expedited mail service,
addressed as follows:

               If to Landlord:       St. Louis County Catholic Church Real Estate Corporation
                                     20 Archbishop May Drive
                                     St. Louis, Missouri 63119
                                     Attn: Thomas W. Richter
                                     Facsimile: (314) 961-6234

               With a copies to:     Greensfelder, Hemker & Gale, PC
                                     10 South Broadway, Suite 2000
                                     St. Louis, Missouri 63102-1747
                                     Attn: Bernard C. Huger, Esquire
                                     Facsimile: (314) 516-2693

                                     St. Joseph Catholic Church
                                     106 North Meramec Avenue
                                     Clayton, Missouri 63105
                                     Attn: Reverend Monsignor John B. Shamleffer
                                     Facsimile: (314) 721-5110

               If to Tenant:         RJ York SSG, LLC
                                     8229 Maryland Avenue
                                     Clayton, Missouri 63105
                                     Attn: Robert Kramer
                                     Facsimile: (314) 862-2009

               With a copy to:       Armstrong Teasdale LLP
                                     One Metropolitan Square, Suite 2600
                                     St. Louis, Missouri 63102
                                     Attn: Daniel Wofsey
                                     Facsimile: (314) 612-2296

or at such other address as may be specified from time to time in writing. In addition, any notice
sent to Tenant shall also be sent to the owner of the property located at [hotel address], its
successors and assigns, and any other party requesting such notice. All such notices hereunder
shall be deemed to have been given on the date of delivery or the date marked on the return
receipt unless delivery is refused or cannot be made because of any incorrect address provided
by the addressee, in which case the date of postmark shall be deemed the date notice has been
given.




                                               -11-
        20.2. Successors and Assigns. All covenants, promises, conditions, representations,
and agreements herein contained shall be binding upon, apply and inure to the parties hereto and
their respective heirs, executors, administrators, successors, and permitted assigns.

      20.3.    Governing Law. This Lease shall be construed under the laws of the State of
Missouri.

       20.4. No Oral Modification. All prior understandings and agreements between the
parties are merged within this Lease which alone fully and completely sets forth the
understanding of the parties, and this Lease may not be changed orally or in any manner other
than by an agreement in writing and signed by the party against whom enforcement of the
change is sought.

        20.5. Recordation. The parties hereto, on the request of either of them, shall enter into
a memorandum of this Lease, in recordable form as attached hereto as Exhibit B, setting forth
the identities of Landlord and Tenant, the date of the expiration of the Term, the confirmation of
the legal description of the Premises, and such other information as Landlord and Tenant shall
agree upon.

        20.6. Survival. Except as otherwise specifically provided in this Lease, the covenants,
duties and obligations (including indemnification provisions) on the part of Tenant to be kept and
performed shall survive the expiration or earlier termination of this Lease.

                             [signatures appear on following page]




                                               -12-
IN WITNESS WHEREOF, this Lease has been executed as of the Effective Date.

                                 LANDLORD:

                                 ST. LOUIS COUNTY CATHOLIC CHURCH
                                 REAL ESTATE CORPORATION, a Missouri
                                 nonprofit corporation, as Trustee under
                                 Indenture of Trust, St. Louis County Catholic
                                 Real Estate Trust dated June 23, 2003


                                 By:
                                 Name:
                                 Title:



                                 TENANT:

                                 RJ YORK SSG, LLC


                                 By:
                                 Name:
                                 Title:




                                   -13-
          EXHIBIT A

LEGAL DESCRIPTION OF PREMISES




             A-1
     EXHIBIT B

MEMORANDUM OF LEASE




        B-1
       EXHIBIT C

DEPICTION OF THE PROJECT




           C-1
     EXHIBIT D

ADJACENT PROPERTIES




        D-1
      EXHIBIT H

Form of City Ground Lease




          H-1
                                       GROUND LEASE

        THIS GROUND LEASE (this “Lease”) is made and entered into as of
________________________, 2008 (the “Effective Date”) by and between the City of Clayton,
Missouri, a home rule city duly organized and existing under the laws of the State of Missouri
(“Landlord” or “City”) and RJ York SSG, LLC, a Missouri limited liability company (“Tenant”).
Simultaneous with the execution of this Lease, the parties are executing a Development
Agreement dated as of ________________, 2008 (“Development Agreement”) to facilitate the
funding and construction of a “Parking Garage” (as defined in the Development Agreement).
All capitalized terms used herein unless otherwise defined in this Lease shall have the meanings
set forth in the Development Agreement.

1.     LEASE OF PREMISES

       1.1.    For and in consideration of the covenants and agreements contained herein and
other valuable consideration, Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord, upon the following terms and conditions, the property located in St. Louis County,
Missouri more particularly legally described on Exhibit A, attached hereto and by this reference
made a part hereof, together with all rights, easements and appurtenances thereto. The land and
all improvements now or hereafter located thereupon, including the portion of the Parking
Garage to be constructed thereon by Tenant, together with the appurtenances pertaining thereto,
are herein collectively referred to as the “Premises.” LANDLORD IS LEASING THE
PREMISES TO TENANT “AS IS,” WITHOUT ANY REPRESENTATIONS OR
WARRANTIES OF ANY KIND (EXCLUDING THOSE REPRESENTATIONS OR
WARRANTIES EXPRESSLY STATED HEREIN), INCLUDING ANY EXPRESS OR
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR HABITABILITY, AND
WITHOUT ANY OBLIGATION TO ALTER, REMODEL, IMPROVE, REPAIR, OR
RESTORE ANY PART OF THE PREMISES.

        1.2.    Prior to the commencement of the Primary Term, the [____________________]
(“Ownership Entity”) and Landlord shall execute a City Parking Lease Agreement, in a form
substantially similar to Exhibit J of the Development Agreement, pursuant to which the City will
have the right to utilize certain parking spaces in the Parking Garage as therein set forth. Tenant
shall assign the Tenant’s interest under this Lease to the Ownership Entity on or before the
Garage Delivery Date, as defined below. In addition, Tenant shall assign the Church Ground
Lease and deliver possession of the Church Parcel to the Ownership Entity and, further, shall
convey fee simple ownership and possession of the Developer Parcel to the Ownership Entity, all
on or before the Garage Delivery Date. The assignment of Tenant’s interest hereunder to the
Ownership Entity shall not relieve the Tenant named herein of its responsibility to perform the
terms of this Lease.

2.     LEASE TERM

       2.1.   Initial Term. The initial term of this Lease shall commence upon the Effective
Date and shall expire upon the Pre-Construction Delivery Date, as defined below (the “Initial
Term”). During the Initial Term, Landlord shall continue to operate the Premises in the same
manner as the Premises was operated on the Effective Date. During the Initial Term, Tenant
shall have the right to enter the Premises for the purpose of conducting any surveys, soil test,
environmental, engineering and other inspection reports including, without limitation, reports on
soil compaction and soil bearing capacity (the “Inspections”). The cost in connection with all
studies, reports, surveys and inspections ordered by the Tenant hereunder shall be paid by
Tenant. In addition, Tenant agrees to restore the Premises to their original condition to the extent
practicable after any disturbance from such Inspections, and further agrees to repair any damage
caused by or in connection with such Inspections. Tenant shall indemnify Landlord and save
Landlord harmless from and against all liability and expense (including reasonable attorneys’
fees) which may be incurred by Landlord as a result of the Inspections.

        2.2.   Construction Term. The construction term of this Lease shall commence upon the
Pre-Construction Delivery Date, as defined below, and shall terminate upon the delivery by
Tenant and the acceptance by Landlord of the Certificate of Substantial Completion (the
“Construction Term”). At the commencement of the Construction Term, Tenant shall provide to
Landlord reasonable security, subject to the reasonable approval of Landlord, to provide
sufficient funds to demolish any uncompleted improvements located on the Premises in the event
this Lease is terminated prior to the completion of the Parking Garage and Landlord elects to
demolish such improvements. This requirement to provide such security shall terminate with the
Construction Term.

       2.3.     Primary Term. The primary term of this Lease shall commence upon the delivery
by Tenant and the acceptance by Landlord of the Certificate of Substantial Completion and shall
terminate at the end of the ninety-ninth (99th) Lease Year (the “Primary Term”, and collectively
with the Initial Term and Construction Term, the “Term”). For purposes of this Lease, the term
“Lease Year” shall mean each twelve (12) month period commencing upon the first day of the
calendar month immediately following the Garage Delivery Date.

        2.4.   Possession. Landlord shall deliver possession of the Premises to Tenant on a date
designated by Tenant in a written notice to Landlord (“Pre-Construction Delivery Date”). If
Tenant fails to designate the Pre-Construction Delivery Date on or before December 31, 2009,
either party shall have the option to terminate this Lease by providing written notice to the other
party. Upon commencement of the Primary Term, Tenant shall deliver possession of the
Premises and the completed Parking Garage to the Ownership Entity (“Garage Delivery Date”).
Unless otherwise specifically provided, Tenant shall comply with and perform all of the terms,
covenants, conditions and obligations set forth in this Lease from and after the Effective Date.
Tenant’s obligation to pay Rent shall not commence until the times hereinafter indicated.

3.     RENT

       3.1.    Rent.

               (a)   Lump Sum Payment. Tenant shall pay to Landlord a one-time, non-
refundable, lump sum payment in the amount of $1,300,000.00 (“Lump Sum Rent”). Tenant
shall pay the Lump Sum Rent upon the earlier of (i) Tenant’s receipt of reimbursement of the
development costs of the Parking Garage or (ii) three (3) years after the Effective Date. The
Lump Sum Rent will accrue interest at a rate of six (6%) per annum from the Pre-Construction



                                                -2-
Delivery Date until the date of payment thereof. Such accrued interest shall be paid to Landlord
simultaneously with the Lump Sum Rent.

               (b)     Additional Rent. Tenant shall pay annually to Landlord an additional rent
payment in the amount of $35,100.00 (the “Additional Rent”). For purposes of this Lease, the
Additional Rent and the Lump Sum Rent are sometimes collectively referred to as the “Rent”.
Tenant shall commence payment of the Additional Rent upon commencement of the Primary
Term, and such payments shall terminate concurrently with the termination of the Parking
Agreement. Additional Rent for each Lease Year shall be payable in quarterly installments
during the Lease Year. The Additional Rent for the Lease Year in which the Parking Garage is
substantially completed shall be a proportionate amount of the Additional Rent otherwise
payable for such Lease Year, based on the number of days in the Lease Year which fall after the
date of substantial completion.

                (c)     Consumer Price Index Adjustments. The Additional Rent shall be
adjusted as hereinafter provided. During the period that Municipal Revenues are contributed
toward the payment of any obligations, the Additional Rent shall be increased at a rate of 4% per
year. Thereafter, the Additional Rent shall be adjusted from year to year on the basis of
increases, if any, in the “Consumer Price Index.” The term “Consumer Price Index” is hereby
defined to mean the index now known as "The Consumer Price Index; All Urban Consumers,
U.S. City Average; All Items, Not Seasonably Adjusted, 1982-1984 = 100", or an equivalent
index if such index is no longer being used. At the end of each Lease Year, the Consumer Price
Index for the last month of the Lease Year (the “Adjustment Month”) shall be compared to the
same month of the previous year (the “Base Month”), and if the Index has increased, the
Additional Rent in effect at the end of the Lease Year shall be increased for the next Lease Year
by multiplying the Additional Rent by a fraction, the numerator of which shall be the Consumer
Price Index for the Adjustment Month and the denominator of which shall be the Consumer
Price Index for the Base Month. The Consumer Price Index adjustment shall commence with the
Lease Year following the Lease Year with respect to which the final 4% increase was made.

         3.2.   Net Lease. It is the purpose and intent of Landlord and Tenant that this is an
absolute net lease and that from and after the Effective Date, the Rent shall, except as herein
otherwise provided, be absolutely net to Landlord, so that this Lease shall thereafter yield, net, to
Landlord, the Rent, and that all costs, expenses and obligations of every kind and nature
whatsoever relating to the Premises and/or the operation of the Parking Garage thereon and/or in
connection therewith, except as herein otherwise provided, which may arise or become due
during or out of the Construction Term and Primary Term of this Lease, shall be paid by Tenant,
and that Landlord shall be protected, defended, indemnified and held harmless by Tenant from
and against the payment of same or any obligation to pay the same. Tenant hereby
acknowledges that the Lump Sum Rent shall be non-refundable and Tenant shall have no right,
title or claim to obtain a refund of all or any part of the Lump Sum Rent for any reason, even if
this Lease is terminated prior to expiration of the Term.

4.     CONSTRUCTION OF PARKING GARAGE

        4.1.  Construction of Parking Garage. During the Construction Term, Tenant shall, at
its sole cost and expense, construct the Parking Garage (as defined in the Development



                                                 -3-
Agreement) on the Parking Garage Site (which consists of the Premises, the Church Parcel and
the Developer Parcel). The final plans and specifications for the Parking Garage shall be in
substantial conformity with the concept plans attached hereto as Exhibit C. Tenant shall
construct the Parking Garage in substantial accordance with the final plans and specifications.
Such construction shall be performed (a) in a good and workmanlike manner, and (b) in
accordance with all federal, state and local statutes, ordinances, laws, rules, regulations and other
governmental requirements. The Parking Garage shall be constructed by Tenant at its sole cost
and expense. Landlord agrees to cooperate with Tenant and execute any and all necessary permit
applications, plats, easements, documents and/or items reasonably requested by Tenant for
Tenant’s intended use or development of the Premises. Tenant shall commence construction of
the Parking Garage and shall achieve substantial completion of the Parking Garage in accordance
with the schedule set forth in the Development Agreement. Tenant shall further perform and
satisfy all obligations and requirements set forth in the Development Agreement with respect to
the construction of the Parking Garage.

         4.2.   Assurance of Payment and Performance; Insurance Certificates. Tenant shall
promptly pay all expenses, costs and charges of every kind and nature whatsoever arising out of
Tenant’s construction of the Parking Garage, as the same are incurred by or for Tenant. Tenant
shall indemnify, defend and hold harmless Landlord from and against all costs, expenses,
liability, claims, actions and causes of action, including attorneys’ fees, arising out of or related
to Tenant’s construction of the Parking Garage. Prior to commencement of Tenant’s
construction of the Parking Garage, Tenant shall obtain insurance coverage, in the form of new
policies or endorsements to existing policies, showing Tenant to be insured during the period of
construction, under policies providing the coverages required under Section 10 hereof and
naming Landlord as an additional insured. Tenant shall comply with all requirements and
conditions of such policies to ensure continuation of the same throughout the course of Tenant’s
construction of the Parking Garage.

       4.3.    Ownership of Parking Garage. The Parking Garage shall be owned by Tenant
during the Term, and for tax purposes shall be depreciable by Tenant. Tenant hereby warrants
and represents that the Church Ground Lease allows Tenant (or its successors or assigns) to use
the Parking Garage as a parking structure, without any right of partition. During the final three
(3) years of the Term, Tenant and Landlord (or their successors or assigns) agree to cooperate
with one another and the owner of the Church Parcel to reach an agreement regarding the
ownership of the Parking Garage.

5.     FINANCING; LEASEHOLD MORTGAGE PROVISIONS

        5.1.   No Landlord Mortgage. During the Term, Landlord shall not have the right at any
time to create security interests in the form of a mortgage, deed of trust or other similar lien or
encumbrance (a “Mortgage”) upon or affecting Landlord’s fee estate in the Premises or any part
thereof without the prior written consent of Tenant and any Leasehold Mortgagee (as hereinafter
defined), which consent the Leasehold Mortgagee may exercise in its sole and absolute
discretion.

       5.2.     Leasehold Mortgages. Tenant shall have the right at any time to subject all or any
portion of its leasehold interest under this Lease to one or more mortgages, deeds of trust or like



                                                 -4-
instruments (“Leasehold Mortgages”) to its lender (“Leasehold Mortgagee”) without the consent
of Landlord. The Landlord shall not be required to join in any Leasehold Mortgage or to
subordinate the Landlord’s interest to any Leasehold Mortgage. Any Leasehold Mortgage shall
be subordinate to the Parking Agreement or shall contain non-disturbance and attornment
arrangements satisfactory to City and Leasehold Mortgagee with respect to the Parking
Agreement.

        5.3.    No Modification or Termination of Lease. Except in the exercise of any of
Landlord’s remedies under Section 16, this Lease shall not be canceled, terminated, surrendered,
modified or amended without the prior written consent of the Leasehold Mortgagee under any
Leasehold Mortgage. Any attempt on the part of Landlord or Tenant to cancel, terminate,
surrender, modify or amend this Lease without such written consent of all Leasehold Mortgagees
shall be null and void and of no effect; provided, however, that Leasehold Mortgagees shall not
be permitted to unreasonably withhold or delay their written consent to any modifications or
amendments of this Lease.

        5.4.    Written Notices. If Landlord shall give any notice, demand, election or other
communication (a “Notice” or collectively, “Notices”) to Tenant hereunder, Landlord shall at the
same time give a copy of each such Notice to each Leasehold Mortgagee under a Leasehold
Mortgage at the address theretofore designated by such Leasehold Mortgagee by written notice
to Landlord. Such copies of Notices shall be sent by certified mail, return receipt requested, or
by Federal Express or similar overnight delivery service, and shall be deemed given in the same
manner as notices to Landlord and Tenant pursuant to Section 20.1. No Notice given by
Landlord to Tenant shall be binding upon or affect Tenant or any such Leasehold Mortgagee
unless a copy of such Notice shall be given to such Leasehold Mortgagee pursuant to this
Section. In the case of an assignment of a Leasehold Mortgage or a change in the address of the
Leasehold Mortgagee thereunder, the Leasehold Mortgagee or its assignee may, by written
notice to Landlord, change the address to which copies of Notices are to be sent. Landlord shall
not be bound to recognize any assignment of a Leasehold Mortgage unless and until Landlord
shall receive a copy of the recorded assignment and the name and address of the assignee. After
Landlord has been given such notice, such assignee shall be deemed to be the “Leasehold
Mortgagee” for all purposes under this Section.

         5.5.   Substitute Performance. Each Leasehold Mortgagee under a Leasehold Mortgage
shall, in addition to the rights described in Sections 5.6 and 5.7 hereof, have the right to perform
any term, covenant, condition or agreement and to remedy, in accordance with the terms of this
Lease, any default by Tenant under this Lease, and Landlord shall accept such performance by
any such Leasehold Mortgagee with the same force and effect as if furnished by Tenant.
Landlord hereby consents to all acts of such Leasehold Mortgagee in connection with any such
performance, including without limitation entry upon the Premises and commencement and
prosecution of foreclosure or other proceedings in order to obtain possession of the Premises,
subject to the terms of the Parking Agreement.

       5.6.   Additional Time to Cure Defaults. In case of a default by Tenant in the
performance or observance of any term, covenant, condition or agreement on Tenant’s part to be
performed under this Lease, (a) each Leasehold Mortgagee under a Leasehold Mortgage shall
have an additional sixty (60) days beyond the applicable cure period set forth in Section 16.1



                                                -5-
hereof, within which to cure or to commence the curing of such defaults as therein provided,
during which additional period this Lease shall remain in full force and effect; and (b) if such
default is a Noncurable Default (hereinafter defined), then, at the option of Leasehold
Mortgagee, this Lease shall be reinstated and remain thereafter in full force and effect and all
events constituting Noncurable Defaults shall be deemed to be permanently and fully remedied,
provided that (i) Leasehold Mortgagee assumes all obligations of Tenant under this Lease, (ii) no
other defaults which do not constitute Noncurable Defaults remain unremedied, and (iii) the
obligations of Tenant hereunder are performed in accordance with the terms of this Lease. For
the purposes hereof, the term “Noncurable Defaults” shall refer to the following events: (i) the
abandonment of the Premises by Tenant, (ii) the insolvency or bankruptcy of Tenant, and
(iii) any other event constituting an event of default hereunder which, by virtue of the fact that
the event is triggered upon the passage of a stated date or period of time which has elapsed prior
to the time that is allotted to the Leasehold Mortgagee for cure of the same, is not susceptible of
cure by Leasehold Mortgagee.

        5.7.   Special Rights of Leasehold Mortgagee. No Leasehold Mortgagee under a
Leasehold Mortgage shall be required, pursuant to Section 5.6 hereof, to continue to proceed to
obtain possession of the Premises, to continue in possession of the Premises as mortgagee or to
continue to prosecute foreclosure proceedings following the cure of such default. Nothing herein
shall preclude Landlord from exercising any of its rights or remedies with respect to any other
default by Tenant during any period of Landlord’s forbearance under Section 5.6 hereof, but in
such event the Leasehold Mortgagee shall have all of the rights and protections provided in this
Section with respect to such other default. If the Leasehold Mortgagee, or its nominee, or a
purchaser at a foreclosure sale, shall cure all continuing defaults of Tenant hereunder and non-
continuing defaults susceptible of being cured, then the defaults of any prior holder of Tenant’s
leasehold estate hereunder which are not continuing and are not susceptible of being cured by
such Leasehold Mortgagee or by said purchaser shall no longer be deemed to be defaults
hereunder.

        5.8.   Limitations on Mortgagees’ Liability. No Leasehold Mortgagee under a
Leasehold Mortgage shall be personally liable or obligated to perform the obligations of Tenant
under the Lease unless and until such Leasehold Mortgagee becomes the owner of the leasehold
estate under this Lease by foreclosure, assignment or transfer in lieu of foreclosure or otherwise.
Thereafter such Leasehold Mortgagee and its successors and assigns shall each remain
personally liable for the obligations of Tenant only so long as they are the owner of the leasehold
estate under this Lease. Any such Leasehold Mortgagee which becomes the owner of the
leasehold estate under this Lease shall be entitled to all of the rights and privileges of Tenant
under this Lease, and shall have the right to assign or sublet in the same manner as Tenant.

       5.9.   New Lease. In the event that any Leasehold Mortgagee or any successor or
assign of a Leasehold Mortgagee so elects by written notice to Landlord, after becoming the
owner of the leasehold estate under this Lease, Landlord shall enter into a new lease with such
Leasehold Mortgagee or successor or assign of a Leasehold Mortgagee covering the Premises or
the Parking Garage for the remainder of the Term of this Lease, at the same Rent and subject to
the same covenants, agreements, conditions, provisions, restrictions and limitations contained in
this Lease; provided that such Leasehold Mortgagee or successor or assign of a Leasehold
Mortgagee (a) shall give written notice of its intent to enter into such a new lease within one



                                                -6-
hundred eighty (180) days after it has become the owner of the leasehold interest under this
Lease, whether by foreclosure, transfer in lieu of foreclosure, or otherwise and (b) cures all then
existing uncured defaults of Tenant under this Lease which can practicably be cured by such
Leasehold Mortgagee or successor or assign of a Leasehold Mortgagee. Such new lease, and this
covenant, shall have the same priority with respect to any rights, liens and interests intervening
between the date of this Lease and the effective date of such new lease as this Lease. Each
subtenant of the Premises or the Parking Garage whose sublease was in force and effect
immediately prior to the termination of this Lease and did not by its own terms expire prior to the
effective date of the new lease shall attorn to the lessee under the new lease.

        5.10. No Merger. Unless Leasehold Mortgagee shall otherwise expressly consent in
writing, the fee title to the property demised by this Lease and the leasehold estate created hereby
shall not merge but shall always remain separate and distinct, notwithstanding the union of said
estates either in the Landlord, Tenant, or a third party by purchase or otherwise.

       5.11. Parking Agreement. Notwithstanding anything contained herein to the contrary,
no foreclosure of any Leasehold Mortgage shall disturb or terminate the Parking Agreement.

6.     TRANSFER, ASSIGNMENT AND SUBLEASE

         6.1.   Tenant may assign or otherwise transfer this Lease or any of its rights hereunder;
provided, however, that (i) Tenant shall provide Landlord written notice of such assignment or
transfer of this Lease, including the name, address and contact information of the assignee, and
(ii) the assignee shall assume this Lease in writing, and a copy of such Lease assumption shall be
provided to Landlord. Such assignment or other transfer of this Lease shall not relieve Tenant of
its existing responsibility to perform the terms of this Lease. Notwithstanding the foregoing,
after Substantial Completion of the Parking Garage, and provided Tenant is not then in default
hereunder, Tenant shall be released from all responsibility to perform the terms of this Lease if
the assignee of this Lease also currently owns and/or leases (1) the Developer Parcel and the
Church Parcel, and (2) the Parking Garage or any replacement therefor. Tenant named herein
will assign the Tenant’s interest under this Lease and the Parking Garage to the Ownership
Entity on or before the Garage Delivery Date.

        6.2    If Landlord shall at any time transfer its interest in the Premises or this Lease,
Landlord shall be released of any obligations accruing after such transfer, and Tenant shall look
solely to Landlord's successors or assigns for performance of such obligations. This Lease shall
not be affected by any such transfer.

        6.3    Any assignment of this Lease by Landlord or Tenant shall also carry with it the
assignor’s rights and interests in the Parking Garage, even if they are not specifically mentioned
in the instrument of assignment.

7.     USE

         During the Primary Term, Tenant shall use the Premises for the operation of a parking
facility and adjoining retail space. The Premises shall, at all times, comply with all building and
zoning laws and other laws, ordinances, order, rules, regulations and requirements of all federal,




                                                -7-
state, and municipal governments in whose jurisdictions the Premises are located, and the
appropriate departments, commissions, boards and officers thereof.

8.     TAXES

        8.1.    Impositions. During the Construction Term and Primary Term, Tenant shall pay
or cause to be paid, before any fine, penalty, interest or cost may be added thereto for the non-
payment thereof, all (i) taxes, assessments, charges, levies, fees and other governmental charges,
general and special, ordinary and extraordinary, of any kind and nature whatsoever which shall
be laid, assessed, levied, or imposed upon the Premises (including the Parking Garage),
including ad valorem taxes for the personal property at the Premises, and (ii) any tax,
assessment, charge or fee which is imposed in substitution for, or in lieu of an increase in, such
real estate taxes or ad valorem personal property taxes (all of which are collectively referred to
herein as “Impositions”). Impositions shall not include any state tax on Rent payments payable
to the Landlord hereunder, inheritance, estate, succession, transfer, gift, or capital stock tax or
any current state or federal income taxes or other income taxes other than those described above.
Landlord shall pay all Impositions during the Initial Term.

       8.2.    Delivery of Bills by Landlord. Landlord shall deliver to Tenant copies of all bills
for Impositions and Tenant shall pay the amount thereof to the taxing authority prior to the date
on which payment of each such bill is due.

        8.3.   Tenant’s Dispute of Imposition. Tenant may, if it shall so desire, contest the
validity or amount of any Impositions, in whole or in part, by an appropriate proceeding
diligently conducted in good faith. Nothing herein contained, however, shall be so construed as
to allow such Impositions to remain unpaid for such length of time as shall permit the Premises,
or any part thereof, or the lien thereon created by such Impositions to be sold by a governmental,
city or municipal authority for the nonpayment of the same.

        Tenant shall be authorized to collect any tax refund payable as a result of any proceeding
Tenant may institute for that purpose and any such tax refund shall be the property of Tenant to
the extent to which it may be based on a payment made by Tenant.

        8.4.   Proration. If the Term ends on any day other than the last day of a calendar year,
Tenant shall only be obligated to pay that portion of the Impositions attributable to the Premises
as shall be determined by multiplying such Impositions by a fraction the numerator of which is
the number of days of the Term coming within such calendar year and the denominator of which
is 365.

9.     UTILITIES

       9.1.    Payment of Utilities. Landlord shall pay the applicable utility companies or
governmental agencies for all such utilities consumed on the Premises during the Initial Term
and shall be solely responsible for servicing such utilities. Tenant shall pay the applicable utility
companies or governmental agencies for all such utilities consumed on the Premises during the
Construction Term and Primary Term and shall be solely responsible for servicing such utilities,
and shall protect, hold harmless and indemnify Landlord against any costs, liabilities, fees or
expenses relating thereto.


                                                 -8-
         9.2.    Utility Easements. Landlord shall grant or join in the grant of utility easements
upon the Premises, in such locations and scope as are requested by Tenant and reasonably
acceptable to Landlord, to the extent required by the various utility companies to provide the
utility services desired for the use and operation of the Premises as permitted by this Lease.

10.    INSURANCE

        10.1. Insurance Requirements of Tenant. Tenant shall, during the Primary Term hereof,
keep in full force and effect a policy of insurance on the Parking Garage covering the Parking
Garage against loss by earthquake, fire and lightning, the risks covered by what is commonly
known as extended coverage, loss by malicious mischief and vandalism, and all other risks of
direct physical loss in an amount equal to the full replacement value, on the replacement form
basis, of the Parking Garage. In addition, Tenant shall, during the Primary Term hereof, keep in
full force and effect a policy of public liability insurance with respect to any business operated
by Tenant and any subtenants of Tenant in the Premises. Tenant shall furnish the Landlord with
certificates evidencing such insurance coverages. Public liability damage insurance coverage
shall have a limit of no less than $10 million. The policies shall name Landlord and Tenant as
insureds, and shall provide that the insurers shall not cancel, change or amend the insurance
coverages without first giving Landlord thirty (30) days’ prior written notice. All of the
premiums for such insurance shall be paid by Tenant during the Construction Term and Primary
Term of this Lease.

       In addition to the foregoing, during the Construction Term of the Parking Garage, Tenant
shall maintain the insurance required under Sections 3.6 and 3.13 of the Development
Agreement.

       10.2. Insurance Requirements of Landlord. During the Initial Term hereof, Landlord
shall keep in full force and effect a policy of public liability insurance with respect to the
Premises. Public liability damage insurance coverage kept by Landlord shall be in compliance
with the Development Agreement.

11.    REPAIR, MAINTENANCE & CONSTRUCTION

        Tenant shall be responsible for all repairs to the Premises and the Parking Garage, except
as to repairs or replacements necessitated by damage caused by the acts of Landlord, its
employees, agents and contractors. Without limiting the generality of the foregoing, Tenant
shall, at its expense, keep and maintain the Premises and the Parking Garage in good and first-
class condition, similar to other city-owned or privately-owned garages in the City or
surrounding municipalities operated in a first-class manner, and shall make such repairs and
replacements as may be required from time to time to keep the Premises and Parking Garage in
such condition. Landlord may, in its sole and unlimited discretion, agree to amend this Lease
and accept alternative public parking at another location provided by Tenant and acceptable to
Landlord if the parties so agree in writing pursuant to Section 20.4, below. It is the intention of
the parties that all development and construction on and to the Premises and all maintenance,
repair and other work with respect thereto shall be Tenant’s sole responsibility and Landlord
shall have no obligations with respect thereto. Any and all maintenance, repair, reconstruction
and replacement work performed by Tenant shall be performed in an expeditious and



                                                -9-
commercially reasonable manner, and Tenant shall use reasonable best efforts to minimize
interference with the use of the parking spaces provided to City under the Parking Agreement.
In furtherance of Tenant’s obligations hereunder to make capital improvements hereunder, the
Development Agreement requires a Capital Replacement Fund to be maintained by the Trustee
during the term of the Notes or Bonds, and the moneys from time to time contained in such Fund
shall be used and applied as provided in the Development Agreement. When no Notes or Bonds
are outstanding, Tenant agrees to continue to fund, maintain, use and apply the Capital
Replacement Fund to make capital improvements to the Parking Garage in the same manner as
provided in the Development Agreement.

12.    HAZARDOUS MATERIALS

        12.1. Landlord’s Representation. The Landlord warrants and represents to the Tenant
that to the best of Landlord’s actual knowledge, no Hazardous Substances are located on the
Premises as of the Execution Date. For purposes of this section, the term “best of Landlord’s
actual knowledge” shall mean the personal knowledge, without any duty to investigate, of Craig
Owens, the City Manager of the City, and Paul Wojciechowski, the Director of Public Works of
the City. Further, for purposes of this section, the term “Hazardous Materials” shall mean any
hazardous or toxic substance, material, or waste, including, but not limited to, those substances,
materials, and wastes listed in the United States Department of Transportation Hazardous
Materials Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous
substances (40 CFR Part 302) and amendments thereto, or such substances, materials and wastes
that are or become regulated under any applicable federal, state or local law, ordinance, or
regulation including, but not limited to the Resource Conservation and Recovery Act, the Toxic
Substances Control Act, the Comprehensive Environmental Response, Compensation and
Liability Act (“CERCLA” or “Superfund”), the Clean Air Act, and the Clean Water Act.

13.    INDEMNIFICATION

        13.1. Landlord Indemnification. Except to the extent arising out of any acts or
omissions of Landlord, or any breach by Landlord of any provision of this Lease, Tenant agrees
to indemnify Landlord and save Landlord harmless from and against all liability and expense
(including reasonable attorneys’ fees) which may be incurred by Landlord to the extent of:
(a) any use of the Premises by Tenant; and (b) any failure by Tenant to perform its obligations
under this Lease. Tenant shall defend any action based on any of such matters and engage and
pay counsel for such purpose.

14.    CASUALTY DAMAGE

        14.1 Right to Proceeds. In the event of damage to the Parking Garage by fire or other
casualty, the Tenant shall be entitled to receive all insurance proceeds and may elect, in its sole
discretion, to use all available insurance proceeds to rebuild the Parking Garage and continue this
Lease pursuant to the terms and conditions hereof. If, during the final ten (10) years of the
Primary Term of this Lease, an event of casualty occurs, Tenant may elect to not rebuild the
Parking Garage and terminate this Lease without any deduction in the Lump Sum Payment. In
the event of such termination, Tenant shall receive all available insurance proceeds and shall
clear any debris and restore the Premises to a surface parking lot. The termination and election



                                               -10-
not to restore the Parking Garage by Tenant shall not affect Tenant’s requirement to provide the
amount of parking spaces required by the City for the Project.

        14.2 Abatement. There shall be no abatement of Rent during the period of restoration,
repair, replacement or rebuilding of the Premises pursuant to any casualty.

15.    EMINENT DOMAIN

       15.1. Proceeds of Condemnation. In the event of any taking of the Premises or the
Parking Garage by eminent domain, all proceeds thereof allocable to the value of any
improvements (including the Parking Garage), plus the value of Tenant’s leasehold estate, shall
be paid to Tenant, and Landlord hereby waives any right of Landlord thereto. The Landlord’s
share of condemnation proceeds shall be limited to the value of the Landlord’s interest in the
property as Landlord immediately prior to the condemnation.

16.    DEFAULT

       16.1.   Events of Default. Any of the following shall constitute an “Event of Default”
hereunder:

               (a)     failure or refusal of Tenant to make the one-time payment of Lump Sum
Rent when due and payable under this Lease, or to make the payment of any other sum or charge
payable under this Lease, and such failure shall continue for a period of thirty (30) days after
Tenant’s receipt of written notice from Landlord (“Event of Monetary Default”); or

                (b)     failure or refusal of Tenant to perform or comply with any of the
agreements, terms, covenants or conditions provided in this Lease (other than those referred to in
the foregoing paragraph (a) or the following paragraph (c) of this ) or the Parking Agreement for
a period of sixty (60) days after receipt of written notice from Landlord specifying the items in
default; provided, however, that in the event that such failure by its nature cannot reasonably be
cured within such sixty (60) day period, then such sixty (60) day period shall be extended until
such failure is cured, so long as Tenant commences its efforts to cure within such period and
thereafter diligently pursues the same to completion; or

               (c)     termination of the Development Agreement; or

               (d)     default on the part of the Tenant as the lessor under the City Parking
Lease, subject to any applicable cure periods therein set forth; or

                (e)    If Tenant shall (i) apply for or consent to the appointment of a receiver,
trustee, or liquidator of Tenant or of all or a substantial part of its assets, (ii) file a voluntary
petition in bankruptcy (unless such petition is dismissed within 130 days), (iii) make a general
assignment for the benefit of creditors, (iv) file a petition or an answer seeking reorganization or
arrangement with creditors or to take advantage of any insolvency law (unless such petition is
dismissed within 130 days), or (v) if an order, judgment, or decree shall be entered by any court
of competent jurisdiction adjudicating Tenant a bankrupt or insolvent or approving a petition
seeking reorganization of Tenant or appointing a receiver, trustee, or liquidator of Tenant or of
all or a substantial part of its assets (and possession of such assets is not restored to Tenant



                                                -11-
within 130 days), then, in any of such events, Landlord may terminate this Lease by giving
written notice to Tenant, and upon the giving of such notice the Term of this Lease and all right,
title, and interest of Tenant hereunder shall expire as fully and completely as if that day were the
date herein specifically fixed for the expiration of the Term.

        16.2. Remedies. Subject to Section 5 above, upon the occurrence of an Event of
Default, at Landlord’s option, the Tenant’s rights to occupy the Premises under this Lease shall
be suspended. In the event such Event of Default is not cured within six (6) months after the
occurrence of the Event of Default, the Landlord by written notice may terminate this Lease, and
upon such expiration the rights of Tenant to the use and possession of the Premises, and Tenant’s
estate in the Parking Garage under this Lease, shall expire and terminate. The foregoing
termination of Tenant’s rights shall not be deemed to imply that the Lease is terminated unless
Landlord specifically declares Landlord is exercising such right to so terminate this Lease.

        16.3. Surrender. Landlord and Tenant acknowledge that Tenant owns the fee interest to
property upon which a portion of the Parking Garage is located. In the event this Lease is
terminated by Landlord pursuant to the terms hereof, Tenant shall quit and peacefully surrender
the Premises and Parking Garage to Landlord, and Tenant shall allow Landlord to operate the
Parking Garage until the end of the originally scheduled Primary Term of this Lease on the terms
hereinafter set forth. Upon any termination of Tenant’s rights under this Lease pursuant to
Section 16.2 without termination of this Lease, Tenant shall quit and peacefully surrender the
Premises and Parking Garage to Landlord, and Landlord shall be allowed to operate the Parking
Garage until the end of the Primary Term of this Lease on the terms hereinafter set forth. In
either such event, Landlord, upon or at any time after any such termination, may without further
notice enter upon and re-enter the Premises and Parking Garage and possess and repossess itself
thereof, by force, summary proceedings, ejectment or otherwise, and may dispossess Tenant and
remove Tenant and all other persons and property from the Premises and may have, hold and
enjoy the Parking Garage and the Premises and the right to receive all income of and from the
same, subject to the rights of the Church under the Church Ground Lease, the Church Parking
Lease, and any retail tenants currently occupying space adjoining the Parking Garage.

        16.4. Attorneys’ Fees. In the event either party shall commence any legal proceedings
to enforce any of the terms, covenants or provisions of this Lease, the prevailing party shall be
entitled to recover its litigation costs and attorneys’ fees arising out of such litigation.

17.    ESTOPPEL CERTIFICATES

        At any time and from time to time (but, in any event, not more than three (3) times during
any twelve (12) month period) within fifteen (15) days after written request of the other party,
Landlord or Tenant, as the case may be, will execute, acknowledge and deliver to the other party
a certificate evidencing: (a) whether or not this Lease is in full force and effect; (b) whether or
not this Lease has been modified or amended in any respect, and identifying such modifications
or amendments, if any; (c) whether or not there are any existing defaults thereunder to the
knowledge of the party executing the certificate, and specifying the nature of such defaults, if
any; and (d) any other reasonably requested matter respecting this Lease.




                                                -12-
18.    SURRENDER

       18.1. Surrender of Premises. Except as otherwise expressly provided in this Lease,
Tenant shall surrender and deliver up the Premises and all improvements thereon to Landlord at
the expiration or other termination of this Lease or of Tenant’s right to possession hereunder,
free and clear of all liens and encumbrances except the liens for taxes and assessments not then
due and payable and matters reflected in herein and any matters created, caused or consented to
by Landlord, and without any payment or allowance whatsoever by Landlord on account of any
improvements made by Tenant. The Parking Garage and all other structures and improvements
made by Tenant upon the Premises shall become the property of Landlord upon such expiration
or termination.

        18.2. Removal of Certain Property. All furniture, trade fixtures, and business
equipment furnished by or at the expense of Tenant or any subtenant shall be removed by or on
behalf of Tenant at or prior to the expiration or other termination of this Lease or of Tenant’s
right of possession hereunder, but only if, and to the extent that, the removal thereof will not
cause physical injury or damage to the Premises or any of the improvements thereon or
necessitate changes or repairs to the same. Tenant shall pay or cause to be paid to Landlord the
cost of repairing or restoring any injury or damage to the Parking Garage or other improvements
or to the Premises arising from such removal. Such costs shall be deemed due and payable as of
the date on which surrender by Tenant is required under this Lease.

        18.3. Property Not Removed. Any personal property of Tenant or any subtenant which
shall remain in or upon the Premises after Tenant or any subtenant has surrendered possession of
the Premises shall be deemed to have been abandoned by Tenant or such subtenant, and at the
option of Landlord, such property: (i) shall be retained by Landlord as its property; (ii) shall be
disposed of by Landlord in such manner as Landlord shall determine, without accountability to
any person; or (iii) shall be promptly removed by Tenant at Tenant’s expense upon written
request from Landlord. Landlord shall not be responsible for any loss or damage occurring to
any property owned by Tenant or any subtenant.

       18.4. Survival of Terms. The terms of this Article shall survive the expiration or sooner
termination of this Lease.

19.    QUIET ENJOYMENT

       Landlord hereby warrants and represents that Tenant, upon paying the Rent and other
charges herein provided for, and upon observing and keeping all covenants, agreements and
conditions of this Lease to be kept on its part, shall quietly have and enjoy the Premises during
the Construction Term and Primary Term of this Lease without hindrance or molestation by
anyone claiming by, through or under Landlord, subject, however, to the exceptions, reservations
and conditions of this Lease.

20.    MISCELLANEOUS

       20.1. Notice. Any notice or consent required to be given by or on behalf of any party
hereto to any other party shall be in writing and mailed by registered or certified mail, return




                                               -13-
receipt requested or delivered personally, including by air courier or expedited mail service,
addressed as follows:

               If to Landlord:       City of Clayton, Missouri
                                     10 N. Bemiston
                                     Clayton, Missouri 63105
                                     Attn: Craig Owens
                                     Facsimile: (314) 863-0925

               With a copy to:       Curtis, Heinz, Garrett and O’Keefe, P.C.
                                     130 South Bemiston, Suite 200
                                     Clayton, Missouri 63105
                                     Attn: Kevin O’Keefe
                                     Facsimile: (314) 725-8789

               If to Tenant:         RJ York SSG, LLC
                                     8229 Maryland Avenue
                                     Clayton, Missouri 63105
                                     Attn: Robert Kramer
                                     Facsimile: (314) 862-2009

               With a copy to:       Armstrong Teasdale LLP
                                     One Metropolitan Square, Suite 2600
                                     St. Louis, Missouri 63102
                                     Attn: Jim Mello
                                     Facsimile: (314) 612-2271

or at such other address as may be specified from time to time in writing. In addition, any notice
sent to Tenant shall also be sent to the owner of the property located at [hotel address], its
successors and assigns, and any other party requesting such notice. All such notices hereunder
shall be deemed to have been given on the date of delivery or the date marked on the return
receipt unless delivery is refused or cannot be made because of any incorrect address provided
by the addressee, in which case the date of postmark shall be deemed the date notice has been
given.

        20.2. Successors and Assigns. All covenants, promises, conditions, representations,
and agreements herein contained shall be binding upon, apply and inure to the parties hereto and
their respective heirs, executors, administrators, successors, and permitted assigns.

        20.3. Governing Law. This Lease shall be governed by Missouri law. Any legal action
or proceeding with respect to this Agreement or any document related hereto may be brought in
the courts of the State of Missouri or any court of the United States of America for the Eastern
District of Missouri, and, by execution and delivery of this Agreement, each party hereby accepts
for itself and in respect of its property, generally and unconditionally, the jurisdiction of such
courts. The parties irrevocably waive any objection, including any objection to the laying of
venue or based on the grounds of forum non conveniens, which any of them may now or
hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.



                                               -14-
Each party irrevocably consents to the service of process of any of such courts in any such action
or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to
each of the other parties at its address provided herein, such service to become effective 30 days
after such mailing.

       20.4. No Oral Modification. All prior understandings and agreements between the
parties are merged within this Lease which alone fully and completely sets forth the
understanding of the parties, and this Lease may not be changed orally or in any manner other
than by an agreement in writing and signed by the party against whom enforcement of the
change is sought.

        20.5. Recordation. The parties hereto, on the request of either of them, shall enter into
a memorandum of this Lease, in recordable form as attached hereto as Exhibit B, setting forth
the identities of Landlord and Tenant, the date of the expiration of the Term, the confirmation of
the legal description of the Premises, and such other information as Landlord and Tenant shall
agree upon.

        20.6. Survival. Except as otherwise specifically provided in this Lease, the covenants,
duties and obligations (including indemnification provisions) on the part of Tenant to be kept and
performed shall survive the expiration or earlier termination of this Lease.

        20.7. Landlord Liability. Landlord shall have no personal liability under this Lease.
Landlord’s liability shall be limited to its interest in the Premises, and shall not extend to any
other property or assets of the Landlord.

        20.8. Representatives Not Personally Liable.             No official agent, employee,
representative, or consultant of Landlord or Tenant shall be personally liable to the other party to
this Lease in the event of any default or breach by either Landlord or Tenant under this Lease or
for any amount which may become due to the other party or with respect to any obligation under
this Lease.

                              [signatures appear on following page]




                                                -15-
IN WITNESS WHEREOF, this Lease has been executed as of the Effective Date.

                                 LANDLORD:

                                 CITY OF CLAYTON, MISSOURI


                                 By:
                                 Name:
                                 Title:



                                 TENANT:

                                 RJ YORK SSG, LLC


                                 By:
                                 Name:
                                 Title:




                                   -16-
          EXHIBIT A

LEGAL DESCRIPTION OF PREMISES




             A-1
     EXHIBIT B

MEMORANDUM OF LEASE




        B-1
           EXHIBIT C

DEPICTION OF THE PARKING GARAGE




              C-1
          EXHIBIT I

Form of Developer Parking Lease




              I-1
                              PARKING LEASE AGREEMENT

        THIS PARKING LEASE (this “Lease”) made and entered into as of the ___ day of
______________, 2009, (the “Effective Date”) by and between [Ownership Entity], (“Lessor”)
and the RJ York SSG, LLC, a home rule city duly organized and existing under the laws of the
State of Missouri (“Lessee”).

                                             Recitals

      A.      Lessor is the owner of the parking garage located at __________ (the “Parking
Garage”), as more particularly described and/or depicted on Exhibit A.

        B.      The Parking Garage and this Lease are part of a larger transaction to develop the
intersection of Central and Maryland Avenues in the City of Clayton, Missouri per the terms of
that certain Development Agreement between Lessee and RJ York SSG, LLC (“Developer”)
dated _________, 2008 (the “Development Agreement”). (All capitalized terms used herein
unless otherwise defined herein shall have the meanings set forth in the Development
Agreement.) Pursuant to the Development Agreement, the City of Clayton, Missouri (the
“City”), Lessee, and the St. Louis County Catholic Church Real Estate Corporation, a Missouri
nonprofit corporation, as Trustee under the Indenture of Trust, St. Louis County Real Estate
Trust dated June 23, 2003 (the “Church”) each conveyed, by deed or by ground lease, a portion
of the real property required to construct the Parking Garage. As partial consideration for such
conveyance, Lessee, City and the Church are to receive certain parking rights within the Parking
Garage.

        C.     Pursuant to the Development Agreement, Lessor will own the Parking Garage and
the Central Maryland Hotel Transportation Development District (the “TDD”) will issue debt
obligations to reimburse Developer for the construction costs of the Parking Garage. Upon the
repayment of all such debt obligations, Lessor shall transfer its interest in the Parking Garage to
City, which will concurrently transfer the interest to Lessee or a related entity, subject to the
terms of the Church Parking Lease, the City Parking Lease and this Parking Lease.

        D.     Lessee desires to lease from Lessor a certain number of parking spaces in the
Parking Garage, and Lessor is willing to allow Lessee to lease such parking spaces from Lessor
on the terms set forth herein.

       NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, Lessor and Lessee hereby
agree as follows:

       Section 1.       Definitions. In addition to the capitalized terms defined elsewhere in this
Lease, the following capitalized terms used in this Lease shall have the meanings ascribed to
them in this Section 1.

        “Force Majeure” means Acts of God, acts of war, civil disturbance, governmental action
(including the revocation or refusal to grant licenses or permits, where such revocation or refusal
is not due to the fault of the party whose performance is to be excused for reasons of Force
Majeure), strikes, lockouts, fire, unavoidable casualties, or any other causes beyond the
reasonable control of either party (excluding, however, (i) lack of financing, or (ii) general
economic and/or market factors).

        “Legal Requirements” mean any federal, state or local law, code, rule, ordinance,
regulation or order of any governmental authority or agency having jurisdiction over the business
or operation of the Parking Garage, including, without limitation, the following: (i) any
buildings, zoning or use laws, ordinances, regulations or orders; and (ii) all applicable
environmental laws.

       “Monthly Contract Rate” means the posted monthly contract per space parking rates
charged by Lessor or Operator to members of the general public who park in the Parking Garage
on a month-to-month basis.

        “Operator” means _______________________, a _____________________, and its
successors and assigns, or any other person designated as operator of the Parking Garage by the
Lessor.

        “Parker(s)” means those individuals that Lessee has permitted to use one or more of the
Parking Spaces and which have been given a parking card or other identifying marker
satisfactory to the Operator to verify that such person is entitled to the use of a Parking Space.

         “Parking Spaces” means 182 parking spaces in the Parking Garage.

       “Parking Space Rent” means the sufficient consideration transferred from Lessee to
Lessor as part of the larger transaction of which this Agreement is a part.

       “Taxes” means all ad valorem taxes and other governmental charges, general and special,
ordinary and extraordinary, of any kind whatsoever, attributable or allocable to the Parking
Garage.

         Section 2.        Lease of Parking Spaces.

       2.1        Lessor hereby leases to Lessee, and Lessee hereby takes and leases from
Lessor, the Parking Spaces upon the terms and conditions hereinafter set forth.

       2.2     Lessor and Lessee agree that (i) the Parking Garage shall be operated as a single
parking garage, and (ii) Lessor shall, or shall cause the Operator to, restrict overall usage of the
Parking Garage in such manner as to ensure that the Parking Spaces are always available for use
by Lessee or the Parkers.

       2.3      The parties agree that use of the Parking Spaces shall be limited to the parking of
vehicles for or by Lessee and the Parkers.

        2.4    The Parkers shall have the right to use the Parking Garage commencing on the
date the Parking Garage begins operating at full capacity.

       2.5   Parkers shall have vehicular and pedestrian rights of ingress and egress to the
Parking Garage extending between various entrances and exits of the Parking Garage and the

                                                  2
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Parking Spaces, including interior driveways, ramps, elevators, and stairwells; provided, such
rights do not interfere with the safe and efficient operation of the Parking Garage.

       2.6     At no time shall the number of Parkers exceed the number of Parking Spaces. In
the event the number of Parkers exceeds the number of Parking Spaces, the Operator shall bill
Lessee on the succeeding Rental Payment Date for any excess usage at a rate equal to the rate
charged to members of the general public for parking in the Parking Garage.

       2.7     The Parking Spaces shall be available to the designated Parkers at all times (24
hours a day, seven days a week).

        2.8    The Lessee shall use reasonable efforts to cause the Parkers to follow all
reasonable rules established by the Operator for users of the Parking Garage, provided that the
parties hereto agree that: (a) the Lessee shall not have liability to the Lessor if any Parker
violates any such rules; (b) violation of such rules by any Parker shall not constitute a default
hereunder by the Lessee and shall not be cause for termination of this Lease; and (c) in the event
of any violation of such rules by any Parker, the Lessor’s rights and remedies hereunder shall be
limited to the rights and remedies hereinafter specified in this Section 2.8. The rules shall be
posted in the Parking Garage or distributed from the Operator through the Lessee to the Parkers.
The rules may include the requirement that Parkers pay a deposit for parking cards or pay to
replace lost cards and may require the use of stickers or other identifiers. The Operator shall
have the right to suspend individual Parkers from using the Parking Garage if such Parker
violates the Operator’s rules. Specifically, the Operator shall have the right to suspend, for up to
thirty (30) days, Parkers that park in areas of the Parking Garage that are designated for other
users of the Parking Garage, or Parkers that fail to park in their designated reserved areas of the
Parking Garage.

       Section 3.      Term. The term of this Lease shall commence upon the Effective Date
and continue in full force and effect for _________ years (the “Term”).

        Section 4.     Rent. Lessee has paid to Lessor as rent the Parking Space Rent as part of
a larger transaction. Lessee may charge the Parkers, for use of the Parking Spaces, a reasonable
service charge for such Parking Spaces.

       Section 5.      Taxes. During the Term of this Lease, Lessor shall be solely and fully
responsible for the payment of all Taxes.

       Section 6.    Maintenance of Parking Garage. Lessor shall keep and maintain the
Parking Garage, including any gates, in good order and repair and safe condition in a good and
workmanlike fashion and in accordance with all Legal Requirements during the Term of this
Lease.

         Section 7.        Parking Garage Operations.

       7.1    Subject to Force Majeure, the Parking Garage shall be open for use by Lessee and
Parkers 24 hours per day, every day of the year, including weekends and holidays. The Parking
Garage will be staffed by employees of the Operator at the times agreed upon by Lessor and
Operator.

                                                 3
S:\CLIENTS\27193\00001\S2601699.DOC
       7.2    Lessee acknowledges that Lessor will operate the Parking Garage by retaining an
Operator. Lessee shall be entitled to rely on all approvals and actions of the Operator. Upon the
approval of any Operator by Lessor, Lessee may rely on all approvals given by the Operator as
having been approved by Lessor in all respects.

         Section 8.        Assignment and Subletting.

         8.1   Lessor shall transfer and assign its interest and obligations in this Lease to a
purchaser of the Parking Garage and shall have the right to pledge and assign its interest in this
Lease to secure a loan. In the event of a transfer to a purchaser of the Parking Garage, no further
liability or obligation shall thereafter accrue against Lessor named herein provided that the
purchaser assumes all liability and obligations of Lessor named herein. In any event, any
purchaser of the Parking Garage shall be required to honor all of the terms and provisions of this
Lease and the Lessee shall attorn in all respects to the purchaser of the Parking Garage.

        8.2     Lessee shall be permitted to assign its interest in this Lease or sublease all or any
of the Parking Spaces to the operator of the hotel located at ______________. Any other
assignment of the interest in this Lease or sublease of all or any of the Parking Spaces shall be
permitted with the prior written consent of Lessor, which consent will not be unreasonably
withheld. Following such an assignment, no further liability or obligation shall thereafter accrue
against the Lessee named herein provided that the assignee assumes all liability and obligations
of the Lessee named herein. Lessee shall have the right to execute a collateral assignment or
leasehold mortgage of its interest in this Lease pursuant to Section 10 of this Lease to any lender
holding a deed of trust on the Project or a portion of the Project or to replacement lenders in
conjunction with the permanent financing of the Project. Lessee shall be required to transfer and
assign its interest in this Lease to any purchaser of the Project. The assignee shall be required to
honor all of the terms and provisions of this Lease.

         Section 9.        Mortgage of Parking Garage by Lessor.

       9.1     Lessor shall be permitted to grant a deed of trust upon the Parking Garage to
secure a mortgage loan or other indebtedness or obligations (a “Mortgage”). This Lease shall be
subordinate and inferior to the lien of the Mortgage and to all modifications, extensions,
renewals, and refinancings thereof, provided that the holder of such Mortgage (the “Mortgagee”)
and upon the request of Lessor, Lessee execute a subordination, non-disturbance, and attornment
agreement in a form substantially similar to Exhibit C.

        9.2    If Lessor shall execute a Mortgage and provide the Lessee with a written copy
thereof containing the notice address of the Mortgagee, then in such event and so long as such
Mortgage indebtedness or obligation shall constitute a lien on the Parking Garage the following
shall apply:

                a.       No agreement by Lessee and Lessor for the cancellation, surrender,
         termination, amendment, or other modification of this Lease shall be effective without the
         prior written consent of Mortgagee.

                b.      Lessee, upon serving Lessor with any notice of default pursuant to the
         provisions of this Lease or any other notice under the provisions of or with respect to this

                                                  4
S:\CLIENTS\27193\00001\S2601699.DOC
         Lease, at the same time shall mail a copy of such notice to the Mortgagee, and no such
         notice by Lessee to Lessor hereunder shall have been deemed to have been duly given
         unless and until a copy thereof has been delivered to the Mortgagee. Thereafter, Lessee
         shall afford the Mortgagee thirty (30) days (or such longer time period if such default
         cannot be cured within the thirty (30) day period, so long as the Mortgagee has begun to
         cure such default within the thirty (30) day period and continues to pursue cure
         diligently), after expiration of the period afforded to Lessor, to cure said default on the
         part of Lessor.

                c.      Lessee agrees to accept performance and compliance by Mortgagee of any
         covenant or provision on Lessor’s part to be kept, observed, and performed hereunder
         with the same force and effect as though kept, observed, and performed by Lessor.

                 d.     In case Lessor’s interest under this Lease shall be assigned or otherwise
         transferred pursuant to the exercise of any right, power, or remedy of the Mortgagee,
         under the Mortgage, or pursuant to judicial proceedings, Lessee, within thirty (30) days
         after receiving written request therefor, will execute and deliver such reasonable
         instrument or instruments as may be required to confirm such transfer of Lessor’s interest
         under this Lease.

                 e.     In the event that the Mortgagee succeeds to the rights of Lessor hereunder,
         the Mortgagee shall have the right to enter into a new lease of the Parking Spaces with
         Lessee, which new lease shall be identical in all terms and provisions to this Lease. Upon
         the effective date of said new lease, this Lease shall be deemed to have terminated. The
         Mortgagee shall be fully responsible and liable as Lessor for all matters arising after the
         effective date of said new lease, but said Mortgagee shall not be responsible for any
         matters arising on or before the date of termination of this Lease with Lessee, all of
         which shall remain the obligations of Lessor, including any rent payable or due.

                 f.     For so long as the Mortgage or other security interest of Mortgagee shall
         remain in effect, Lessor’s right to elect to accede to any rejection of this Lease by Lessee
         in the case of any bankruptcy or reorganization in which Lessee is the debtor, shall not
         rest in Lessee and shall rest solely in such Mortgagee. This Section 9.2(f) shall be
         automatic and self-executing, and shall not require any further documentation.

                  g.     In the event Mortgagee should ever succeed to the interest of Lessor in
         and to the Parking Garage and either (i) under this Lease or (ii) in the event a new lease
         directly with Mortgagee should be executed pursuant to Section 9.2(e), it is explicitly
         understood and agreed that the liability of said Mortgagee as a Lessor hereunder shall be
         strictly limited to its interest in the Parking Garage and any insurance proceeds, rents,
         condemnation awards, and/or other income related thereto and no other assets or property
         of said Mortgagee shall be subject to seizure or execution on account of any liability of
         said Mortgagee under this Lease or any such new lease. This provision is not intended as
         a release or waiver of liability, but solely as a limitation on the assets against which such
         liability may be asserted, this provision standing as a covenant not to sue for any
         deficiency over and above such funds as may be obtained through seizure or execution on
         the aforesaid interest of such Mortgagee.

                                                  5
S:\CLIENTS\27193\00001\S2601699.DOC
        9.3      Upon the written request of Lessor or Mortgagee, Lessee shall, to the best of its
knowledge, certify promptly, and in any event within thirty (30) days of receipt of such request,
to Lessee or such Mortgagee: (i) whether or not this Lease continues in full force and effect;
(ii) a precise identification of this Lease and all amendments, modifications, or supplements
thereof; (iii) that this Lease and said amendments, modifications, or supplements thereto are
accurate and complete; (iv) whether or not Lessee knows of any default or breach by Lessor
under any of the terms of this Lease (and if any exists, stating them), and the date through which
rent and all other charges due by Lessee hereunder have been paid; and (v) such other
information as Mortgagee may reasonably require in an estoppel certificate.

        9.4    Whenever appropriate in the context of this Lease the word “Mortgagee” as used
in this Section 9 shall be deemed to include Mortgagee’s successors and assigns, including a
purchaser at foreclosure.

        9.5    In the event any provision of this Section 9 conflicts or is inconsistent with any
other provision of this Lease, the provisions of this Section 9 shall govern.

         Section 10.       Lessee’s Right to Mortgage Leasehold.

       10.1 Anything to the contrary notwithstanding, Lessee shall have the right, without the
consent of Lessor, to subject its leasehold interest under this Lease to the lien or liens of one or
more mortgages to secure a loan or loans and/or to give the holders thereof (each, a “Leasehold
Mortgagee”) a collateral assignment and pledge of Lessee’s interest under this Lease (each such
mortgage or collateral assignment shall be individually and/or collectively referred to as a
“Leasehold Mortgage”).

        10.2 If Lessee shall execute a Leasehold Mortgage and provide the Lessor with written
copy thereof containing the notice address of the Leasehold Mortgagee, then in such event and so
long as such Leasehold Mortgage shall constitute a lien on such Lessee’s leasehold interest under
this Lease, the following shall apply:

                a.       No agreement by Lessee and Lessor for the cancellation, surrender,
         termination, amendment, or other modification of this Lease shall be effective without the
         prior written consent of each Leasehold Mortgagee.

                 b.      Lessor, upon serving Lessee with any notice of default pursuant to the
         provisions of this Lease or any other notice under the provisions of or with respect to this
         Lease, at the same time shall mail a copy of such notice to each Leasehold Mortgagee at
         the address designated by such Leasehold Mortgagee in the corresponding Leasehold
         Mortgage, and no such notice by Lessor to Lessee hereunder shall have been deemed to
         have been duly given unless and until a copy thereof has been delivered to each
         Leasehold Mortgagee. Thereafter, Lessor shall afford the Leasehold Mortgagee thirty
         (30) days (or such longer time period if such default cannot be cured within the thirty
         (30) day period, so long as the Leasehold Mortgagee has begun to cure such default
         within the thirty (30) day period and continues to pursue cure diligently), after expiration
         of the period afforded to Lessee, to cure said default on the part of Lessee. Leasehold
         Mortgagee shall have no obligation to cure such default. Provided further, the period


                                                  6
S:\CLIENTS\27193\00001\S2601699.DOC
         afforded to Leasehold Mortgagee for such cure shall be automatically extended during
         the pendency of any proceedings by Leasehold Mortgagee for foreclosure of or other
         enforcement of its Leasehold Mortgage or leasehold assignment or other security rights
         or interest, and/or any mortgage such Leasehold Mortgagee may have on Lessee’s
         interest in and to this Lease or the Parking Garage, said extension to continue for as long
         as Leasehold Mortgagee diligently prosecute said proceedings. Provided further, that in
         the event of a default that cannot be cured, Lessor shall not have the right to terminate
         this Lease, but instead Leasehold Mortgagee shall have the right and option to require
         that Lessor enter into a new lease with Leasehold Mortgagee as provided in
         Section 10.2(e) hereof, at which point this Lease would be deemed terminated.

                c.     Lessor agrees to accept performance and compliance by the Leasehold
         Mortgagee of any covenant or provision on Lessee’s part to be kept, observed, and
         performed hereunder, with the same force and effect as though kept, observed, and
         performed by Lessee, including the exercise of renewal options, even if after the ninety
         (90) day period provided for herein, so long as it is prior to the actual expiration of the
         Term.

                 d.      In case Lessee’s interest under this Lease shall be assigned or otherwise
         transferred pursuant to the exercise of any right, power, or remedy of the Leasehold
         Mortgagee, under the Leasehold Mortgage, or pursuant to judicial proceedings
         (“Mortgage Default”), Lessor, within thirty (30) days after receiving written request
         therefor, will execute and deliver such instrument or instruments as may be required to
         confirm such transfer of Lessee’s interest under this Lease.

                e.      In the event that Leasehold Mortgagee succeeds to the rights of Lessee
         hereunder due to a Mortgage Default, Leasehold Mortgagee shall have the right to enter
         into a new lease of the Parking Spaces, in favor of the Leasehold Mortgagee or its
         designee as lessee, which new lease shall be identical in all terms and provisions to this
         Lease, except that the last day of the term shall remain the same as the last day of the
         Term of this Lease. The effective date of said new lease shall be the day following the
         termination of this Lease. Leasehold Mortgagee shall be fully responsible and liable as
         Lessee for all matters arising after the effective date of said new lease, but said Leasehold
         Mortgagee shall not be responsible for any matters arising on or before the date of
         termination of this Lease with Lessee, all of which shall remain the obligations of Lessee,
         including any rent payable or due.

                 f.      For so long as the Leasehold Mortgage or other security interest of
         Leasehold Mortgagee shall remain in effect, Lessee’s right to elect to accede to any
         rejection of this Lease by Lessor in the case of any bankruptcy or reorganization in which
         Lessor is the debtor, shall not reset in Lessee and shall rest solely in such Leasehold
         Mortgagee. This Section 10.2(f) shall be automatic and self-executing, and shall not
         require any further documentation.

                g.     In the event Leasehold Mortgagee should ever succeed to the interest of
         Lessee under this Lease or in the event a new lease directly with Leasehold Mortgagee
         should be executed pursuant to Section 10.2(e), it is explicitly understood and agreed that

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         the liability of said Leasehold Mortgagee as Lessee hereunder shall be strictly limited to
         its leasehold interest under this Lease, and no other assets or property of said Leasehold
         Mortgagee shall be subject to seizure or execution on account of any liability of said
         Leasehold Mortgagee under this Lease or any such new lease. This provision is not
         intended as a release or waiver of liability, but solely as a limitation on the assets against
         which such liability may be asserted, this provision standing as a covenant not to sue for
         any deficiency over and above such funds as may be obtained through seizure or
         execution on the leasehold interest of such Leasehold Mortgagee under this Lease or any
         such new lease.

         10.3 Upon the written request of Lessee or Leasehold Mortgagee, Lessor shall certify
promptly, and in any event within ten (10) days of receipt of such request, to Lessor or such
Leasehold Mortgagee: (i) whether or not this Lease continues in full force and effect; (ii) a
precise identification of this Lease and all amendments, modifications, or supplements thereof;
(iii) that this Lease and said amendments, modifications, or supplements thereto are accurate and
complete; (iv) whether or not Lessor knows of any default or breach by Lessee under any of the
terms of this Lease (and if any exists, stating them), and the date through which rent and all other
charges due by Lessor hereunder have been paid; and (v) such other information as Leasehold
Mortgagee may reasonably require in an estoppel certificate.

       10.4 Whenever appropriate in the context of this Lease, the word “Leasehold
Mortgagee” as used in this Section 10 shall be deemed to include Leasehold Mortgagee’s
successors and assigns, including a purchaser at foreclosure.

        10.5 In the event any provision of this Section 10 conflicts or is inconsistent with any
other provision of this Lease, the provisions of this Section 10 shall govern.

         Section 11.       Dispute Resolution.

        11.1 Lessor and Lessee agree that in the event of a disagreement concerning the
matters described in this Lease, they shall negotiate, in good faith, in an attempt to resolve such
disagreement for a period of at least thirty (30) days following receipt of notice from either party
setting forth the details of the disagreement and the relief requested.

        11.2 Should Lessor and Lessee be unable to resolve such disagreement through good
faith negotiation, Lessor and Lessee agree to attempt in good faith to resolve such disagreement
through mediation administered by an organization offering commercial mediation services. All
mediation proceedings shall be conducted in St. Louis, Missouri.

       11.3 If Lessor and Lessee are unable to resolve such disagreement through mediation,
Lessor and Lessee may seek an adjudication of the controversy by the Circuit Court of St. Louis
County, Missouri.

       Section 12. Memorandum of Lease.           Lessor and Lessee agree to record a
memorandum of this Lease in the form of Exhibit B with the Recorder of Deeds for the City of
St. Louis, Missouri.

         Section 13.       Insurance and Damage to the Parking Garage.

                                                   8
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         13.1 Lessor shall, commencing with the Effective Date and thereafter during the Term,
procure and maintain, or cause Operator to procure and maintain, with insurance companies of
recognized responsibility, at least the following insurance: (i) property and casualty insurance in
the full replacement cost of the Parking Garage; (ii) general liability insurance against claims for
bodily injury, death, or property damage occurring on, in, or about the Parking Garage and
automobile liability insurance on vehicles operated in conjunction with the Parking Garage, with
a combined single limit for each occurrence of not less than Ten Million and 00/100
($10,000,000.00) Dollars; (iii) garage keeper’s comprehensive and collision insurance against
liability for damage to automobiles of others in the care, custody, or control of the operator of the
Parking Garage with limits as customarily carried by operators of such facilities in the St. Louis
area; and (iv) worker’s compensation and employer’s liability insurance as may be required
under applicable law covering Operator’s employees.

        13.2 Lessor and Lessee each agree that they will not subrogate to their insurance
carrier any right or action that they have or may have against the other of them for any loss
covered by insurance, nor will such party suffering such loss prosecute any suit against the other
party by reason of such loss for which such party is covered by insurance. Lessor and Lessee
shall notify their respective insurance carriers of the provisions of this Section 13.2.

         Section 14.       Damage and Repair.

         14.1 If, during the Term, the Parking Garage is damaged by fire, casualty or other
cause, Lessor shall, at its cost and expense and with all reasonable diligence, repair and/or
replace the damaged portion of the Parking Garage to the same condition as existed previously.
Lessor shall have the right to discontinue operating the Parking Garage to the extent it deems
necessary to comply with applicable law or as necessary for the safe and orderly reconstruction
and recommencement of operation of the Parking Garage. To the extent available, proceeds
from the insurance described in Section 13.1 of this Lease shall be applied to such repairs and/or
replacements. If Lessor fails to so promptly commence and complete the repairing and/or
replacement of the Parking Garage so that it shall be substantially the same as it was prior to
such damage or destruction, such failure shall be an event of default by Lessor. In any event,
Lessee shall not be required to pay Parking Space Rent for Parking Spaces that are (i) damaged
by fire, casualty or other cause until all repairs and/or replacements have been completed, or
(ii) are unavailable due to such fire, casualty or other cause.

        14.2 In the event that Lessee or any Parkers are unable to use the Parking Garage due
to damage or casualty as described in Section 14.1, there shall be an abatement of Parking Space
Rent equal to the proportion of Parking Spaces made unavailable by such damage or casualty
and repairs related thereto. If such damage or casualty or the repairs related thereto results in any
Parking Spaces being unavailable for use by Lessee or any Parkers Assignees for more than 12
months, Lessee shall have the option to terminate this Lease as to such Parking Spaces only, with
a corresponding reduction in Parking Space Rent.

         Section 15.       Remedies.

        15.1 If Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, or
liquidator of Lessee or of all or a substantial part of its assets, (ii) file a voluntary petition in


                                                 9
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bankruptcy (unless such petition is dismissed within 130 days), (iii) make a general assignment
for the benefit of creditors, (iv) file a petition or an answer seeking reorganization or
arrangement with creditors or to take advantage of any insolvency law (unless such petition is
dismissed within 130 days), or (v) if an order, judgment, or decree shall be entered by any court
of competent jurisdiction adjudicating Lessee a bankrupt or insolvent or approving a petition
seeking reorganization of Lessee or appointing a receiver, trustee, or liquidator of Lessee or of
all or a substantial part of its assets (and possession of such assets is not restored to Lessee within
130 days), then, in any of such events, Lessor may terminate this Lease by giving written notice
to Lessee, and upon the giving of such notice the Term of this Lease and all right, title, and
interest of Lessee hereunder shall expire as fully and completely as if that day were the date
herein specifically fixed for the expiration of the Term.

        15.2 If Lessee defaults in the payment of Parking Space Rent and such default
continues for five (5) business days after Lessee receives written notice thereof from Lessor or
Operator, Lessor, as its sole and exclusive remedies, shall be entitled to: (1) charge interest on
the overdue amount at the rate of twelve percent (12%) per year; and (2) assess a late fee equal to
three percent (3%) of the overdue amount (the “Late Fee”); provided that there shall be only one
Late Fee assessed in any twelve month period.

        15.3 If Lessee defaults in the prompt and full performance of any other provision of
this Lease and such default continues for thirty (30) days after Lessee receives written notice
thereof from Lessor or Operator; provided, however, that if such failure cannot be cured within
such 30 day period, then such period shall be reasonably extended to permit such cure so long as
Lessee commences such cure immediately following such notice and continues to use its best
efforts to complete such cure within a reasonable period, or if the leasehold interest of Lessee is
levied upon under execution or is attached by process of law and such levy or attachment is not
removed or bonded over within 60 days after such levy or attachment (it being agreed that
Lessee shall not be entitled to the benefit of such period if such levy or attachment could in
Lessor’s reasonable judgment place the Parking Spaces or the Parking Garage at risk), then, and
in any such event, Lessor may, at its election, either terminate this Lease and Lessee’s and
Parkers’ right to possession of the Parking Spaces, or without terminating this Lease re-enter the
Parking Spaces in accordance with applicable law and endeavor to relet the Parking Spaces.
Nothing herein shall relieve Lessee of any obligation, including the payment of Parking Space
Rent and late charges as provided in this Lease. No act or omission by any Parker or Parkers
shall constitute a default hereunder and Lessor’s sole and exclusive remedy shall be the
suspension of such individual(s) as provided in Section 2.8 above.

        15.4 Upon any termination of this Lease, Lessee shall surrender, and shall cause the
Parkers to surrender, possession of the Parking Spaces immediately, and deliver possession
thereof to Lessor, and Lessee hereby grants to Lessor full and free license to enter into and upon
the Parking Spaces in such event and to repossess the Parking Spaces, and to expel or remove
Lessee and any other who may be occupying the Parking Spaces, and to remove any and all
property of Lessee therefrom, as may be allowed by applicable law, without being deemed in any
manner guilty of trespass, eviction, or forcible entry or detainer, and without relinquishing
Lessor’s right to Parking Space Rent, or any other right given to Lessor hereunder or by
operation of law.


                                                  10
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        15.5 If Lessor elects, following the expiration of any applicable cure period, without
terminating this Lease, to endeavor to relet the Parking Spaces, Lessor may, at Lessor’s option,
enter into the Parking Spaces, remove Lessee’s signs and other evidence of tenancy, and take and
hold possession thereof, as may be allowed by applicable law, without such entry and possession
terminating this Lease or releasing Lessee, in whole or in part, from Lessee’s obligation to pay
Parking Space Rent hereunder for the full Term as provided herein. Upon and after entry into
possession without termination of this Lease, Lessor shall endeavor in good faith (but without
being obligated to incur out-of-pocket costs as part of such endeavor) to relet the Parking Spaces
for the account of Lessee to any person, firm, or corporation other than Lessee for such rent, for
such time, and upon such terms as Lessor shall determine to be reasonable. If the consideration
collected by Lessor upon any such reletting for Lessee’s account is not sufficient to pay Lessor
the full amount of Parking Space Rent under this Lease, together with Lessor’s reasonable
expenses, Lessee shall pay to Lessor the amount of such deficiency upon Lessee’s receipt of
Lessor’s written demand therefore accompanied by reasonable substantiation thereof.

        15.6 Any and all property of Lessee which may be removed from the Parking Spaces
by Lessor pursuant to the authority of this Lease or of applicable law, to which Lessee is or may
be entitled, may be handled, removed, or stored by Lessor at the risk, cost, and expense of Lessee
and Lessor shall in no event be responsible for the value, preservation, or safekeeping thereof;
except that Lessor shall be responsible for any damage or loss to any such property resulting
from the negligence or willful misconduct of Lessor or its employees or agents. Lessee shall pay
to Lessor, upon demand, any and all expenses incurred in such removal and all storage charges
against such property so long as the same shall be in Lessor’s possession or under Lessor’s
control. Any such property of Lessee not removed from the Parking Spaces or retaken from
storage by Lessee within 30 days after the end of the Term or of Lessee’s right to possession of
the Parking Spaces, however terminated, shall be conclusively deemed to have been forever
abandoned by Lessee and either may be retained by Lessor as its property, or may be disposed of
in such manner as Lessor may see fit.

         Section 16. Right to Purchase. If at anytime Lessor fails operate the Parking Garage
in a commercially reasonable manner, similar to other public and private parking garages in the
City, Lessee shall have the option to purchase the Parking Garage for fair market value if Lessor
fails to cure within ninety (90) days’ written notice. Lessor shall agree to execute all necessary
documents to effectuate this purchase. Notwithstanding anything contained in this Lease to the
contrary, any dispute as to the fair market value of the Parking Garage shall be resolved by
arbitration pursuant to Section 18.

         Section 17.       Indemnification and Release

         17.1 To the extent permitted by law, Lessor agrees to indemnify, defend, and hold the
Lessee and the Parkers and their employees, agents, and independent contractors and consultants
harmless from and against any and all suits, claims, costs of defense, damages, injuries,
liabilities, and costs and/or expenses, including court costs and reasonable attorneys’ fees and
expenses, resulting from, arising out of, or in any way connected with: (i) any past or future
maintenance or construction of the Parking Garage, including liability under any applicable
environmental laws; and (ii) the negligence or willful misconduct of Lessor, its Operator, and the


                                                 11
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employees, agents, or independent contractors of either in connection with the management,
development, and construction of the Parking Garage.

        17.2 To the maximum extent permitted by law, the Lessee agrees to indemnify, defend,
and hold Lessor and Operator and their employees, agents, and independent contractors harmless
from and against any and all suits, claims, damages, injuries, liabilities, and costs and/or
expenses, including court costs and reasonable attorneys’ fees and expenses, resulting from,
arising out of, or in any way connected with the negligence or willful misconduct of the Lessee,
its employees, agents, guests, independent contractors, and consultants, or arising from Lessee’s
use of the Parking Spaces and any default by the Lessee in their obligations hereunder during the
Term of this Lease. Lessee’s obligations under the preceding sentence exclude and shall in no
event extend to the acts of thirds parties beyond Lessee’s control, including the acts of Parkers or
their guests or invitees.

        17.3 The indemnifications set forth in this Section 17 shall survive termination or
expiration of this Lease.

         Section 18.       Arbitration.

        18.1 General Provision. In any case in which it is provided by the terms of this Lease
that a matter shall be determined by arbitration, such arbitration shall be the sole and exclusive
remedy for settlement of such dispute (except for proceedings to enforce the arbitrators'
determination), and such arbitration shall conducted in the manner specified in this Article XX
and under prevailing arbitration law.

        18.2 Selection. The party desiring such arbitration shall give written notice to that
effect to the other party, stating in reasonable detail the issue(s) to be arbitrated, and shall in such
notice appoint a disinterested person of recognized competence in the field involved as arbitrator
on its behalf. Within ten (10) days thereafter, the other party shall by written notice to the first
party appoint a second disinterested person of recognized competence in such field as arbitrator
on its behalf. The arbitrators thus appointed shall appoint a third disinterested person of
recognized competence in such field, and such three arbitrators shall as promptly as possible
determine such matter; provided, however, that:

                 a.       if the second arbitrator shall not have been appointed as aforesaid, the first
         arbitrator shall proceed to determine such matter; and

                 b.       if within five (5) business days after the appointment of the second
         arbitrator the two arbitrators appointed by the parties shall be unable to agree upon the
         appointment of a third arbitrator they shall give written notice of such failure to the
         parties, and, if the parties fail to agree upon the selection of such third arbitrator within
         five (5) business days after the arbitrators appointed by the parties have notified the
         parties of their failure to agree, either of the parties, upon written notice to the other party
         hereto, may request such appointment by the then President of the Association of the Bar
         of the State of Missouri (or any successor organization).

Landlord and Tenant shall each be entitled to present evidence and arguments to the arbitrators,
which shall be done at a presentation before the arbitrators to take place within a reasonable time

                                                   12
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(but not more than thirty (30) days) after the arbitrators have been selected. For purposes of this
Section 20.2, an arbitrator shall conclusively be deemed "disinterested" if such arbitrator is not
then, and was not at any prior time, an officer, director, trustee, employee, partner, shareholder or
immediate relative of the party appointing him, or any immediate relative of any such officer,
director, trustee, employee, partner, or shareholder. Any third arbitrator appointed by agreement
between the two appointed arbitrators or by agreement between the parties shall be conclusively
presumed to be "disinterested".

        18.3 Rulings. The determination of the majority of the arbitrators, or of the sole
arbitrator, as the case may be, shall be conclusive upon the parties, and judgment upon the same
may be entered in any court having jurisdiction thereof. Such ruling shall be declaratory of the
respective rights of the affected parties under this Lease and shall not in itself be a determination
of any default. The arbitrators, or the sole arbitrator, as the case may be, shall give written notice
to the parties stating their or his determination, and shall furnish to each party a signed copy of
such determination. If a majority of the arbitrators shall fail to determine any dispute within
thirty (30) days after the presentation of argument and evidence of the parties, then, instead of
such arbitration, either party shall be entitled to seek a judicial determination of the matter in
issue in a court of competent jurisdiction.

       18.4 Fees. Each party shall pay the fees and expenses of the arbitrator appointed by
such party and one-half of the fees and expenses of the third arbitrator, if any.

         18.5 Extension of Time Pending Arbitration. Anything in this Lease to the contrary
notwithstanding, whenever under the provisions of this Lease Tenant is required to make any
payment or to perform any act or thing at a specified time or within a specified time limit, and
any such payment or performance is subject to arbitration under this Article, such time or time
limit, as the case may be, shall be and be deemed to be extended by the period consumed by the
institution, conduct, and prosecution to final conclusion of any arbitration concerning or relating
to such payment or performance.

         Section 19.       Miscellaneous Provisions.

       19.1 Representations and Warranties of Lessor. Lessor hereby represents and warrants
to Lessee that: (i) Lessor is authorized to enter into and perform this Lease; (ii) this Lease was
duly authorized by the governing body of Lessor; and (iii) this Lease is binding upon and
enforceable against Lessor, in accordance with its terms.

        19.2 Representations and Warranties of Lessee. Lessee hereby represents and warrants
to Lessor that: (i) Lessee is a duly organized limited liability company existing under the laws of
the State of Missouri and duly qualified to do business in the State of Missouri and has full
power and authority to perform its obligations under this Lease; (ii) Lessee is not in default of its
obligations under any other agreement, and the execution and performance of Lessee’s
obligations hereunder will not constitute a default under any agreement to which Lessee is a
party; (iii) there is no pending litigation or administrative proceeding to which Lessee is a party,
or which challenges Lessee’s right to perform its obligations hereunder; and (iv) this Lease is
binding upon and enforceable against Lessee, in accordance with its terms.



                                                 13
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         19.3 Warranty; Right to Make Agreement. Lessor and Lessee each warrant to the
other with respect to itself that neither the execution of this Lease nor the finalization of the
transactions contemplated hereby shall: (i) violate any provision of law or judgment, writ,
injunction, order, or decree of any court or governmental authority having jurisdiction over it;
(ii) result in or constitute a breach or default under any indenture, contract, other commitment or
restriction to which it is a party or by which it is bound; or (iii) require any consent, vote, or
approval which has not been taken, or at the time of the transaction involved shall not have been
given or taken.

        19.4 Consents and Cooperation. Lessor and Lessee agree to take such reasonable
actions as may be necessary both to carry out the terms, provisions, and intent of this Lease, and
to aid and assist each other in carrying out such terms, provisions, and intent.

         19.5 Relationship. Neither this Lease nor any agreements, instruments, documents, or
transactions contemplated hereby shall in any respect be interpreted, deemed, or construed as
making Lessee or Lessor a partner, joint venturer with, or agent of the other. Lessor and Lessee
agree that neither party will make any contrary assertion, claim, or counterclaim in any action,
suit, arbitration, or other legal proceedings involving Lessor and Lessee.

         19.6     Applicable Law. This Lease shall be governed by Missouri law.

        19.7 Entire Agreement; Amendment. This Lease constitutes the entire agreement
between Lessor and Lessee with respect to the matters herein and no other agreements or
representations other than those contained in this Lease have been made by the parties. This
Lease supercedes all prior written or oral understandings with respect thereto. This Lease shall
be amended only in writing and effective when signed by the authorized agents of Lessor and
Lessee.

       19.8 Counterparts. This Lease may be executed in multiple counterparts, each of
which shall constitute one and the same instrument.

        19.9 Severability. In the event any term or provision of this Lease is held to be
unenforceable by a court of competent jurisdiction, the remainder shall continue in full force and
effect to the extent the remainder can be given effect without the invalid provision, unless the
unenforceable or invalid term or provision is such that a court reasonably would find that the
parties, or either of them, would not have entered into the Agreement without such term or
provision, or would not have intended the remainder of the Agreement to be enforced without
such term or provision.

        19.10 Representatives Not Personally Liable.             No official agent, employee,
representative, or consultant of Lessor or Lessee shall be personally liable to the other party to
this Lease in the event of any default or breach by either Lessor or Lessee under this Lease or for
any amount which may become due to the other party or with respect to any obligation under this
Lease.

      19.11 Headings, Etc. Headings of articles and sections are inserted only for
convenience and are in no way to be construed as a limitation on the scope of the particular


                                                14
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articles or sections to which they refer. Words in the singular shall include the plural, and vice
versa, where appropriate.

       19.12 Notices. Any notice, demand or other communication required by this Lease to
be given by either party hereto to the other shall be in writing and shall be sufficiently given or
delivered if dispatched by certified United States First Class Mail, postage prepaid, or delivered
personally.

                  In the case of Lessor:

                           The Central Maryland Hotel Transportation Development District
                           _____________________________
                           _____________________________
                           _____________________________
                           _____________________________

                  With a copy to:

                           Armstrong Teasdale LLP
                           One Metropolitan Square, Suite 2600
                           St. Louis, Missouri 63102
                           Attention: James Mello

                  In the case of Lessee, to:

                           _____________________________
                           _____________________________
                           _____________________________
                           _____________________________

                           with a copy to:

                           _____________________________
                           _____________________________
                           _____________________________
                           _____________________________




                                                  15
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                  In the case of Operator, to:

                           [St. Louis Parking Company, Inc.]
                           [505 North 7th Street, Suite 2405]
                           [St. Louis, MO 63101]

        19.13 Waiver. The failure of either party to insist upon a strict performance of any of
the terms or provisions of this Lease, or to exercise any option, right, or remedy contained in this
Lease, shall not be construed as a waiver or as a relinquishment for the future of such term,
provision, option, right, or remedy, but the same shall continue and remain in full force and
effect. No waiver by either party of any term or provision hereof shall be deemed to have been
made unless expressed in writing and signed by such party.

        19.14 Estoppel Certificates. Each party to this Lease shall at any time and from time to
time, upon not less than thirty (30) days’ prior notice from the other party, execute,
acknowledge, and deliver to such other party, or to any third party specified by such other party,
a statement in writing: (i) certifying that this Lease is unmodified and in full force and effect (or
if there have been modifications, that the same, as modified, is in full force and effect and stating
the modifications); (ii) stating whether or not to the best knowledge of the certifying party
(a) there is a continuing default or event of default by the non-certifying party in the performance
or observance of any covenant, agreement or condition contained in this Lease, or (b) there shall
have occurred any event which, with the giving of notice or passage of time or both, would
become a default or event of default, and, if so, specifying each such default or event of default
or occurrence of which the certifying party may have knowledge; and (iii) stating such other
information as the non-certifying party may reasonably request. Such statement shall be binding
upon the certifying party and may be relied upon by the non-certifying party and/or such third
party specified by the non-certifying party as aforesaid.

        19.15 Successors and Assigns. The terms and provisions of this Lease shall run with the
Parking Garage, and with Lessor’s interest therein, and shall be binding upon all successors to
such interest.




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        IN WITNESS WHEREOF, the parties have caused this Lease to be executed as of the
date first written above.

                                              LESSOR:

                                              THE CENTRAL MARYLAND HOTEL
                                              TRANSPORTATION DEVELOPMENT
                                              DISTRICT



                                              By:

                                              Name:

                                              Title:

STATE OF MISSOURI                     )
                                      ) SS.
COUNTY OF ST. LOUIS                   )

        On this _____ day of                   , 2008, before the undersigned, a Notary Public in
and for said State, personally appeared                               , to me personally known,
who, being by me duly sworn, did say that he is the                   of the Central Maryland
Hotel Transportation Development District, a Missouri transportation development district
formed pursuant to court order on ________ in Cause No. _______ before the Circuit Court for
St. Louis County, Missouri, and that said instrument was signed on behalf of said district, and
said                            acknowledged said instrument to be executed for the purposes
therein stated and as the free act and deed of said district.

       IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal,
the day and year last above written.


                                                                 Notary Public

My Commission Expires:




                                                17
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                                              LESSEE:

                                              RJ YORK SSG, LLC


                                              By:

                                              Name:

                                              Title:

STATE OF MISSOURI                     )
                                      ) SS.
COUNTY OF                             )

        On this ____ day of            , 2008, before me appeared                        , to me
personally known, who, by me being duly sworn did say that he is a member of the RJ York
SSG, LLC, a Missouri limited liability company and said member acknowledged that he
executed the same in behalf of said limited liability company and acknowledged said instrument
to be the free act and deed of said limited liability company.

       IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
at my office in the county or city and state aforesaid, the day and year last above written.


                                                               Notary Public

My Commission Expires:




                                                18
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                                            EXHIBITS


Exhibit A         Legal Description and/or Depiction of Parking Garage

Exhibit B         Form of Memorandum of Lease

Exhibit C         Form of Subordination, Non-Disturbance and Attornment Agreement




                                                 19
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                                      EXHIBIT A TO PARKING LEASE

                                  Legal Description of Parking Garage




                                                  20
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                              EXHIBIT B TO PARKING LEASE

                          MEMORANDUM OF PARKING LEASE

        THIS MEMORANDUM OF PARKING LEASE gives notice of, ratifies and confirms
the PARKING LEASE (the “Parking Lease”) made and entered into as of                    ,
200__, by and between the CENTRAL MARYLAND HOTEL TRANSPORTATION
DEVELOPMENT DISTRICT, a Missouri transportation development district formed pursuant
to court order on ________ in Cause No. _______ before the Circuit Court for St. Louis County,
Missouri (the “Lessor”), and the RJ YORK SSG, LLC, a Missouri limited liability company
(the “Lessee”). Capitalized terms not defined elsewhere in this document shall have the
meanings set forth in Section 1 of the Parking Lease.

       WITNESSETH:

        Be it known by these presents that the Lessor has rented, leased and let unto the Lessee,
and the Lessee has rented, leased and hired from the Lessor, for the rentals, and upon and subject
to the terms and conditions set forth in the Parking Lease, the Parking Spaces to be located on
the real estate described and set forth on Exhibit A attached hereto and made a part hereof for a
basic term commencing upon the Effective Date and continuing until the Termination Date.

        The covenants, agreements and conditions herein and in the Parking Lease contained
shall run with the property leased and shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.

       The Parking Lease may be executed simultaneously in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall constitute one and the
same instrument.

    IN WITNESS WHEREOF, the parties have caused this MEMORANDUM OF
PARKING LEASE to be executed as of the date first written above.
                                              LESSOR:

                                              CENTRAL MARYLAND HOTEL
                                              TRANSPORTATION DEVELOPMENT
                                              DISTRICT


                                              By:

                                              Name:

                                              Title:


STATE OF MISSOURI                     )
                                      ) SS.
COUNTY OF ST. LOUIS                   )

        On this _____ day of                   , 2008, before the undersigned, a Notary Public in
and for said State, personally appeared                               , to me personally known,
who, being by me duly sworn, did say that he is the                   of the Central Maryland
Hotel Transportation Development District, a Missouri transportation development district
formed pursuant to court order on ________ in Cause No. _______ before the Circuit Court for
St. Louis County, Missouri, and that said instrument was signed on behalf of said district, and
said                            acknowledged said instrument to be executed for the purposes
therein stated and as the free act and deed of said district.

       IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal,
the day and year last above written.


                                                                 Notary Public
My Commission Expires:




                                                22
S:\CLIENTS\27193\00001\S2601699.DOC
                                              LESSEE:

                                              RJ YORK SSG, LLC



                                              By:

                                              Name:

                                              Title:

STATE OF MISSOURI                     )
                                      ) SS.
COUNTY OF                             )

        On this ____ day of            , 2008, before me appeared _________________________,
to me personally known, who, by me being duly sworn did say that he is a member of RJ York
SSG, LLC, a Missouri limited liability company and said member acknowledged that he
executed the same in behalf of said limited liability company and said member acknowledged
said instrument to be the free act and deed of said limited liability company.

       IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
at my office in the county or city and state aforesaid, the day and year last above written.


                                                            Notary Public

My Commission Expires:




                                                23
S:\CLIENTS\27193\00001\S2601699.DOC
                    EXHIBIT A TO MEMORANDUM OF PARKING LEASE

                                      Legal Description for the Parking Garage

                          [TO BE ATTACHED PRIOR TO RECORDING]




                                                        24
S:\CLIENTS\27193\00001\S2601699.DOC
                  EXHIBIT C TO PARKING LEASE

FORM OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
       EXHIBIT J

Form of City Parking Lease




           J-1
                              PARKING LEASE AGREEMENT

       THIS PARKING LEASE (this “Lease” or “Parking Lease”) made and entered into as of
the ___ day of ______________, 20__, (the “Effective Date”) by and between [Ownership
Entity], a _____________ (“Lessor”) and the City of Clayton, Missouri, a home rule city duly
organized and existing under the laws of the State of Missouri (“Lessee”).

                                             Recitals

       A.   Lessor has constructed and is the owner of the parking garage located at
__________ (the “Parking Garage”), as more particularly described and/or depicted on
Exhibit A.

        B.      The Parking Garage and this Lease are part of a larger transaction to develop the
intersection of Central and Maryland Avenues in the City of Clayton, Missouri per the terms of
that certain Development Agreement between Lessee and RJ York SSG, LLC (“Developer”)
dated _________, 2008 (the “Development Agreement”). (All capitalized terms used herein
unless otherwise defined herein shall have the meanings set forth in the Development
Agreement.) Pursuant to the Development Agreement, Lessee, Developer, and the St. Louis
County Catholic Church Real Estate Corporation, a Missouri nonprofit corporation, as Trustee
under the Indenture of Trust, St. Louis County Real Estate Trust dated June 23, 2003 (the
“Church”) each conveyed, by deed or by ground lease, a portion of the real property required to
construct the Parking Garage. As partial consideration for such conveyance, Lessee, Developer
and the Church are to receive certain parking rights within the Parking Garage.

        C.     Pursuant to the Development Agreement, Lessor will own the Parking Garage and
the Central Maryland Hotel Transportation Development District (the “TDD”) will issue debt
obligations to reimburse Developer for the construction costs of the Parking Garage. Upon the
repayment of all such debt obligations, Lessor shall transfer its interest in the Parking Garage to
Lessee, which will concurrently transfer the interest to Developer or a related entity, subject to
the terms of the Church Parking Lease, the Developer Parking Lease and this Parking Lease.

       D.      Pursuant to the Development Agreement, Developer has agreed to manage, or
cause the management of, the Parking Garage prior to Developer’s acquisition of the Parking
Garage. In this regard, Developer and ___________ (the “Operator”) shall enter into a Parking
Operations Management Agreement (“Operations Agreement”), which shall be agreed upon by
Operator and Lessor and approved by Lessee, pursuant to which Operator will agree to operate
the Parking Garage. During the period of time the Parking Garage is owned by the Lessor,
Developer’s rights and interests under the Operations Agreement will be assigned to and
enforced by the Lessor.

        E.     Lessee desires to lease from Lessor a certain number of parking spaces in the
Parking Garage, and Lessor is willing to allow Lessee to lease such parking spaces from Lessor
on the terms set forth herein.

       NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, Lessor and Lessee hereby
agree as follows:
       Section 1.       Definitions. In addition to the capitalized terms defined elsewhere in this
Lease, the following capitalized terms used in this Lease shall have the meanings ascribed to
them in this Section 1.

        “Force Majeure” means Acts of God, acts of war, civil disturbance, governmental action
(including the revocation or refusal to grant licenses or permits, where such revocation or refusal
is not due to the fault of the party whose performance is to be excused for reasons of Force
Majeure), strikes, lockouts, fire, unavoidable casualties, or any other causes beyond the
reasonable control of either party (excluding, however, (i) lack of financing, or (ii) general
economic and/or market factors).

        “Legal Requirements” mean any federal, state or local law, code, rule, ordinance,
regulation or order of any governmental authority or agency having jurisdiction over the business
or operation of the Parking Garage, including, without limitation, the following: (i) any
buildings, zoning or use laws, ordinances, regulations or orders; and (ii) all applicable
environmental laws.

       “Monthly Contract Rate” means the posted monthly contract per-space parking rates
charged by Lessor or Operator to members of the general public who park in the Parking Garage
on a month-to-month basis, determined in accordance with Section 2.6 hereof.

        “Operator” means _______________________, a _____________________, and its
successors and assigns, or any other person designated as operator of the Parking Garage by the
Lessor.

        “Parker(s)” means (1) those individuals that Lessee has permitted to use one or more of
the Parking Spaces and which have been given a parking card or other identifying marker
satisfactory to the Operator to verify that such person is entitled to the use of a Parking Space
and (2) those members of the general public who comply with the reasonable and uniform rules
established by the Operator pursuant to Section 2.8 hereof.

       “Parking Spaces” means approximately 156 parking spaces in the Parking Garage.

       “Parking Space Rent” means the sufficient consideration transferred from Lessee to
Lessor as part of the larger transaction of which this Agreement is a part.

       “Taxes” means all ad valorem taxes and other governmental charges, general and special,
ordinary and extraordinary, of any kind whatsoever, attributable or allocable to the Parking
Garage.

       Section 2.      Lease of Parking Spaces.

       2.1    Lessor hereby leases to Lessee, and Lessee hereby takes and leases from Lessor,
the Parking Spaces upon the terms and conditions hereinafter set forth.

       2.2    Lessor and Lessee agree that (i) the Parking Garage shall be operated as a single
parking garage, and (ii) Lessor shall, or shall cause the Operator to, restrict overall usage of the


                                                 2
Parking Garage in such manner as to ensure that the Parking Spaces are always available for use
by Lessee or the Parkers.

       2.3      The parties agree that use of the Parking Spaces shall be limited to the parking of
vehicles for or by Lessee and the Parkers.

        2.4     The Parkers shall have the right to use the Parking Spaces commencing on the
date the Certificate of Substantial Completion is accepted by the District and the City pursuant to
Section 3.12 of the Development Agreement.

        2.5    Parkers shall have vehicular and pedestrian rights of ingress and egress to and
from the Parking Spaces extending between various entrances and exits of the Parking Garage
and the Parking Spaces, including interior driveways, ramps, elevators, and stairwells, such
rights of ingress and egress to exist on a non-exclusive shared basis with other users of the
Parking Garage.

       2.6     Pursuant to the Operations Agreement, the Operator shall (i) ensure that at no
time does the number of Parkers exceed the number of Parking Spaces and (ii) charge the
Parkers at rates approved by Lessee from time to time and similar to the rates charged at other
Lessee-owned parking garages, including limitation on the days and times when fees are charged
in accord with Lessee’s practices at other Lessee-owned parking garages. Lessee shall provided
Lessor with thirty (30) days prior written notice of changes to such rates.

       2.7    The Parking Spaces shall be available to the Parkers at all times (24 hours a day,
seven days a week).

        2.8     The Lessee shall use reasonable efforts to cause the Parkers to follow all
reasonable and uniform rules established by the Operator for users of the Parking Garage,
provided that the parties hereto agree that: (a) the Lessee shall not have liability to the Lessor if
any Parker violates any such rules; (b) violation of such rules by any Parker shall not constitute a
default hereunder by the Lessee and shall not be cause for termination of this Lease; and (c) in
the event of any violation of such rules by any Parker, the Lessor’s rights and remedies
hereunder shall be limited to the rights and remedies hereinafter specified in this Section 2.8.
The Operations Agreement shall establish general rules which all users of the Parking Garage
must follow and additional rules that shall apply specifically to users of the Developer’s parking
spaces and the Lessee’s allotted Parking Spaces. The rules for the Parking Spaces shall either be
(i) approved by Lessee, which approval shall not be unreasonably withheld, conditioned or
delayed, or (ii) identical to the rules of other Lessee-owned parking garages. The rules for the
Parking Spaces shall be posted in the Parking Garage or distributed from the Operator through
the Lessee to the Parkers. The rules may include the requirement that Parkers pay a deposit for
parking cards or pay to replace lost cards and may require the use of stickers or other identifiers.
The Operator shall have the right to suspend individual Parkers from using the Parking Garage if
such Parker violates the Operator’s rules. Specifically, the Operator shall have the right to
suspend, for up to thirty (30) days, Parkers that park in areas of the Parking Garage that are
designated for other users of the Parking Garage, or Parkers that fail to park in their designated
reserved areas of the Parking Garage.



                                                 3
       Section 3.     Term»

        . The term of this Lease shall commence upon the Effective Date and shall continue in
full force and effect for a period of 99 years (the “Term”).

       Section 4.     Rent»

       . Lessee has paid to Lessor as rent the Parking Space Rent as part of a larger transaction.
Lessee may charge the Parkers, for use of the Parking Spaces, a reasonable service charge for
such Parking Spaces. All such charges shall be paid directly to Operator, and the Operations
Agreement shall control the specific provisions regarding the collection of such charges. During
the Financing Period, the Development Agreement will control the distribution of such charges
upon collection, and upon termination of the Financing Period, the Lessor shall receive such
charges pursuant to Lessor’s agreement with the Operator.

       Section 5.     Taxes»

      . During the Term of this Lease, Lessor shall be solely and fully responsible for the
payment of all Taxes.

       Section 6.     Maintenance of Parking Garage»

       . Lessor shall keep and maintain the Parking Garage, including any gates, in good order
and repair and safe condition in a good and workmanlike fashion and in accordance with all
Legal Requirements during the Term of this Lease.

       Section 7.     Parking Garage Operations.

       7.1    Subject to Force Majeure, the Parking Garage shall be open for use by Lessee and
Parkers 24 hours per day, every day of the year, including weekends and holidays. The Parking
Garage will be staffed by employees of the Operator at the times agreed upon by Lessee and
Operator.

       7.2     Lessee shall be entitled to rely on all approvals and actions of the Operator. Upon
the approval of any Operator by Lessee, Lessee may rely on all approvals given by the Operator
as having been approved by Lessor in all respects. Lessor shall cause the Operator to manage
and operate the Parking Garage in a first class and professional manner. Lessor shall make all
reasonable efforts to ensure that Operator enforces the rules referenced in Section 2.8.

       Section 8.     Assignment and Subletting.

        8.1      Lessor shall transfer and assign its interest and obligations in this Lease to any
purchaser of the Parking Garage, and Lessor shall have the right to pledge and assign its interest
in this Lease to secure a loan. In the event of a transfer to a purchaser of the Parking Garage, no
further liability or obligation shall thereafter accrue against Lessor named herein provided that
the purchaser assumes all liability and obligations of Lessor named herein. In any event, any
purchaser of the Parking Garage shall be required to honor all of the terms and provisions of this
Lease and the Lessee shall attorn in all respects to the purchaser of the Parking Garage. In

                                                4
connection with any assignment of Lessor’s interest and obligations in this Lease, the following
requirements shall be satisfied: (i) Lessor shall provide Lessee written notice of such assignment,
including the name, address and contact information of the assignee, and (ii) the assignee shall
assume this Lease in writing, and a copy of such Lease assumption shall be provided to Lessee.

        8.2      So long as the Parking Spaces will maintain a public use after assignment or
subletting, Lessee shall be permitted to assign its interest in this Lease, or sublet all or
substantially all of the Parking Spaces in bulk, provided Lessee receives the prior written consent
of Lessor, which consent will not be unreasonably withheld. Following such an assignment, no
further liability or obligation shall thereafter accrue against the Lessee named herein provided
that the assignee assumes all liability and obligations of the Lessee named herein. In any event,
any assignee of Lessee’s interest in this Lease shall be required to honor all of the terms and
provisions of this Lease and shall attorn in all respects to the Lessor under this Lease. Lessee
shall have the right to execute a leasehold mortgage or collateral assignment of its interest in this
Lease pursuant to Section 10 of this Lease to any lender or replacement lender of Lessee.

       Section 9.      Mortgage of Parking Garage by Lessor.

       9.1     Lessor shall be permitted to grant a deed of trust upon the Parking Garage to
secure a mortgage loan or other indebtedness or obligations (a “Mortgage”). This Lease shall be
subordinate and inferior to the lien of the Mortgage and to all modifications, extensions,
renewals, and refinancings thereof, provided that the holder of such Mortgage (the “Mortgagee”)
and upon the request of Lessor, Lessee execute a subordination, non-disturbance, and attornment
agreement in a form substantially similar to Exhibit C.

        9.2    If Lessor shall execute a Mortgage and provide the Lessee with a written copy
thereof containing the notice address of the Mortgagee, then in such event and so long as such
Mortgage indebtedness or obligation shall constitute a lien on the Parking Garage the following
shall apply:

               a.      No agreement by Lessee and Lessor for the cancellation, surrender,
       termination, amendment, or other modification of this Lease shall be effective without the
       prior written consent of the Mortgagee; provided, however, that the Mortgagee shall not
       be permitted to unreasonably withhold or delay its written consent to any modifications
       or amendments of this Lease, so long as the allocation of economic benefits and burdens
       is not materially altered.

               b.      Lessee, upon serving Lessor with any notice of default pursuant to the
       provisions of this Lease or any other notice under the provisions of or with respect to this
       Lease, at the same time shall mail a copy of such notice to the Mortgagee, and no such
       notice by Lessee to Lessor hereunder shall have been deemed to have been duly given
       unless and until a copy thereof has been delivered to the Mortgagee. Thereafter, Lessee
       shall afford the Mortgagee thirty (30) days (or such longer time period if such default
       cannot be cured within the thirty (30) day period, so long as the Mortgagee has begun to
       cure such default within the thirty (30) day period and continues to pursue cure
       diligently), after expiration of the period afforded to Lessor, to cure said default on the
       part of Lessor.


                                                 5
              c.      Lessee agrees to accept performance and compliance by Mortgagee of any
       covenant or provision on Lessor’s part to be kept, observed, and performed hereunder
       with the same force and effect as though kept, observed, and performed by Lessor.

               d.     In case Lessor’s interest under this Lease shall be assigned or otherwise
       transferred pursuant to the exercise of any right, power, or remedy of the Mortgagee,
       under the Mortgage, or pursuant to judicial proceedings, Lessee, within thirty (30) days
       after receiving written request therefor, will execute and deliver such reasonable
       instrument or instruments as may be required to confirm such transfer of Lessor’s interest
       under this Lease.

               e.     In the event that the Mortgagee succeeds to the rights of Lessor hereunder,
       the Mortgagee shall have the right to enter into a new lease of the Parking Spaces with
       Lessee, which new lease shall be identical in all terms and provisions to this Lease;
       provided, however, that (a) the Mortgagee shall give written notice of its intent to enter
       into such a new lease within one hundred eighty (180) days after it has become the owner
       of Lessor’s rights under this Lease, and (b) the Mortgagee shall cure all then existing
       uncured defaults of Lessor under this Lease which can practicably be cured by the
       Mortgagee. Upon the effective date of said new lease, this Lease shall be deemed to have
       terminated. The Mortgagee shall be fully responsible and liable as Lessor for all matters
       arising after the effective date of said new lease, but said Mortgagee shall not be
       responsible for any matters arising on or before the date of termination of this Lease with
       Lessee, all of which shall remain the obligations of Lessor, including any rent payable or
       due.

               f.     For so long as the Mortgage or other security interest of Mortgagee shall
       remain in effect, Lessor’s right to elect to accede to any rejection of this Lease by Lessee
       in the case of any bankruptcy or reorganization in which Lessee is the debtor, shall not
       rest in Lessor and shall rest solely in such Mortgagee. This Section 9.2(f) shall be
       automatic and self-executing, and shall not require any further documentation.

                g.     In the event Mortgagee should ever succeed to the interest of Lessor in
       and to the Parking Garage and either (i) under this Lease or (ii) in the event a new lease
       directly with Mortgagee should be executed pursuant to Section 9.2(e), it is explicitly
       understood and agreed that the liability of said Mortgagee as a Lessor hereunder shall be
       strictly limited to its interest in the Parking Garage and any insurance proceeds, rents,
       condemnation awards, and/or other income related thereto and no other assets or property
       of said Mortgagee shall be subject to seizure or execution on account of any liability of
       said Mortgagee under this Lease or any such new lease. This provision is not intended as
       a release or waiver of liability, but solely as a limitation on the assets against which such
       liability may be asserted, this provision standing as a covenant not to sue for any
       deficiency over and above such funds as may be obtained through seizure or execution on
       the aforesaid interest of such Mortgagee.

       9.3    Upon the written request of Lessor or Mortgagee, Lessee shall, to the best of its
knowledge, state promptly, and in any event within thirty (30) days of receipt of such request, to
Lessee or such Mortgagee: (i) whether or not this Lease continues in full force and effect; (ii) a

                                                6
precise identification of this Lease and all amendments, modifications, or supplements thereof;
(iii) that this Lease and said amendments, modifications, or supplements thereto are accurate and
complete (and/or shall state in what respects the Lease, etc. are not accurate and complete);
(iv) whether or not Lessee knows of any default or breach by Lessor under any of the terms of
this Lease (and if any exists, stating them), and the date through which rent and all other charges
due by Lessee hereunder have been paid; and (v) such other information as Mortgagee may
reasonably require in an estoppel certificate.

        9.4    Whenever appropriate in the context of this Lease the word “Mortgagee” as used
in this Section 9 shall be deemed to include Mortgagee’s successors and assigns, including a
purchaser at foreclosure.

        9.5    In the event any provision of this Section 9 conflicts or is inconsistent with any
other provision of this Lease, the provisions of this Section 9 shall govern.

       Section 10.     Lessee’s Right to Mortgage Leasehold.

       10.1 Anything to the contrary notwithstanding, Lessee shall have the right, without the
consent of Lessor, to subject its leasehold interest under this Lease to the lien or liens of one or
more mortgages to secure a loan or loans and/or to give the holders thereof (each, a “Leasehold
Mortgagee”) a collateral assignment and pledge of Lessee’s interest under this Lease (each such
mortgage or collateral assignment shall be individually and/or collectively referred to as a
“Leasehold Mortgage”).

        10.2 If Lessee shall execute a Leasehold Mortgage and provide the Lessor with written
copy thereof containing the notice address of the Leasehold Mortgagee, then in such event and so
long as such Leasehold Mortgage shall constitute a lien on such Lessee’s leasehold interest under
this Lease, the following shall apply:

              a.       No agreement by Lessee and Lessor for the cancellation, surrender,
       termination, amendment, or other modification of this Lease shall be effective without the
       prior written consent of each Leasehold Mortgagee.

               b.      Lessor, upon serving Lessee with any notice of default pursuant to the
       provisions of this Lease or any other notice under the provisions of or with respect to this
       Lease, at the same time shall mail a copy of such notice to each Leasehold Mortgagee at
       the address designated by such Leasehold Mortgagee in the corresponding Leasehold
       Mortgage, and no such notice by Lessor to Lessee hereunder shall have been deemed to
       have been duly given unless and until a copy thereof has been delivered to each
       Leasehold Mortgagee. Thereafter, Lessor shall afford the Leasehold Mortgagee thirty
       (30) days (or such longer time period if such default cannot be cured within the thirty
       (30) day period, so long as the Leasehold Mortgagee has begun to cure such default
       within the thirty (30) day period and continues to pursue cure diligently), after expiration
       of the period afforded to Lessee, to cure said default on the part of Lessee. Leasehold
       Mortgagee shall have no obligation to cure such default. Provided further, the period
       afforded to Leasehold Mortgagee for such cure shall be automatically extended during
       the pendency of any proceedings by Leasehold Mortgagee for foreclosure of or other


                                                 7
enforcement of its Leasehold Mortgage or leasehold assignment or other security rights
or interest, and/or any mortgage such Leasehold Mortgagee may have on Lessee’s
interest in and to this Lease or the Parking Garage, said extension to continue for as long
as Leasehold Mortgagee diligently prosecute said proceedings. Provided further, that in
the event of a default that cannot be cured, Lessor shall not have the right to terminate
this Lease, but instead Leasehold Mortgagee shall have the right and option to require
that Lessor enter into a new lease with Leasehold Mortgagee as provided in
Section 10.2(e) hereof, at which point this Lease would be deemed terminated.

       c.     Lessor agrees to accept performance and compliance by the Leasehold
Mortgagee of any covenant or provision on Lessee’s part to be kept, observed, and
performed hereunder, with the same force and effect as though kept, observed, and
performed by Lessee.

        d.      In case Lessee’s interest under this Lease shall be assigned or otherwise
transferred pursuant to the exercise of any right, power, or remedy of the Leasehold
Mortgagee, under the Leasehold Mortgage, or pursuant to judicial proceedings
(“Mortgage Default”), Lessor, within thirty (30) days after receiving written request
therefor, will execute and deliver such instrument or instruments as may be required to
confirm such transfer of Lessee’s interest under this Lease.

       e.      In the event that Leasehold Mortgagee succeeds to the rights of Lessee
hereunder due to a Mortgage Default, Leasehold Mortgagee shall have the right to enter
into a new lease of the Parking Spaces, in favor of the Leasehold Mortgagee or its
designee as lessee, which new lease shall be identical in all terms and provisions to this
Lease, except that the last day of the term shall remain the same as the last day of the
Term of this Lease. The effective date of said new lease shall be the day following the
termination of this Lease. Leasehold Mortgagee shall be fully responsible and liable as
Lessee for all matters arising after the effective date of said new lease, but said Leasehold
Mortgagee shall not be responsible for any matters arising on or before the date of
termination of this Lease with Lessee, all of which shall remain the obligations of Lessee,
including any rent payable or due.

        f.      For so long as the Leasehold Mortgage or other security interest of
Leasehold Mortgagee shall remain in effect, Lessee’s right to elect to accede to any
rejection of this Lease by Lessor in the case of any bankruptcy or reorganization in which
Lessor is the debtor, shall not rest in Lessee and shall rest solely in such Leasehold
Mortgagee. This Section 10.2(f) shall be automatic and self-executing, and shall not
require any further documentation.

        g.       In the event Leasehold Mortgagee should ever succeed to the interest of
Lessee under this Lease or in the event a new lease directly with Leasehold Mortgagee
should be executed pursuant to Section 10.2(e), it is explicitly understood and agreed that
the liability of said Leasehold Mortgagee as Lessee hereunder shall be strictly limited to
its leasehold interest under this Lease, and no other assets or property of said Leasehold
Mortgagee shall be subject to seizure or execution on account of any liability of said
Leasehold Mortgagee under this Lease or any such new lease. This provision is not

                                         8
       intended as a release or waiver of liability, but solely as a limitation on the assets against
       which such liability may be asserted, this provision standing as a covenant not to sue for
       any deficiency over and above such funds as may be obtained through seizure or
       execution on the leasehold interest of such Leasehold Mortgagee under this Lease or any
       such new lease.

         10.3 Upon the written request of Lessee or Leasehold Mortgagee, Lessor shall state
promptly, and in any event within ten (10) days of receipt of such request, to Lessor or such
Leasehold Mortgagee: (i) whether or not this Lease continues in full force and effect; (ii) a
precise identification of this Lease and all amendments, modifications, or supplements thereof;
(iii) that this Lease and said amendments, modifications, or supplements thereto are accurate and
complete; (iv) whether or not Lessor knows of any default or breach by Lessee under any of the
terms of this Lease (and if any exists, stating them), and the date through which rent and all other
charges due by Lessor hereunder have been paid; and (v) such other information as Leasehold
Mortgagee may reasonably require in an estoppel certificate.

       10.4 Whenever appropriate in the context of this Lease, the word “Leasehold
Mortgagee” as used in this Section 10 shall be deemed to include Leasehold Mortgagee’s
successors and assigns, including a purchaser at foreclosure.

        10.5 In the event any provision of this Section 10 conflicts or is inconsistent with any
other provision of this Lease, the provisions of this Section 10 shall govern.

       Section 11.     Dispute Resolution.

        11.1 Lessor and Lessee agree that in the event of a disagreement concerning the
matters described in this Lease, they shall negotiate, in good faith, in an attempt to resolve such
disagreement for a period of at least thirty (30) days following receipt of notice from either party
setting forth the details of the disagreement and the relief requested.

        11.2 Should Lessor and Lessee be unable to resolve such disagreement through good
faith negotiation within such thirty (30) day period, either party may, within thirty (30) days
thereafter, request the other party to mediate the dispute, and in such event Lessor and Lessee
shall attempt in good faith to resolve their dispute through mediation administered by an
organization offering commercial mediation services. All mediation proceedings shall be
conducted in St. Louis, Missouri.

       11.3 If Lessor and Lessee are unable to resolve such disagreement through mediation,
Lessor and Lessee may seek an adjudication of the controversy by the Circuit Court of St. Louis
County, Missouri.

       Section 12.     Memorandum of Lease»

       . Lessor and Lessee agree to record a memorandum of this Lease in the form of
Exhibit B with the Recorder of Deeds for the County of St. Louis, Missouri.

       Section 13.     Insurance and Damage to the Parking Garage.


                                                 9
         13.1 Lessor shall, commencing with the Effective Date and thereafter during the Term,
procure and maintain, or cause Operator to procure and maintain, with insurance companies of
recognized responsibility, at least the following insurance: (i) property and casualty insurance in
the full replacement cost of the Parking Garage; (ii) general liability insurance against claims for
bodily injury, death, or property damage occurring on, in, or about the Parking Garage and
automobile liability insurance on vehicles operated in conjunction with the Parking Garage, with
a combined single limit for each occurrence of not less than Ten Million and 00/100
($10,000,000.00) Dollars; (iii) garage keeper’s comprehensive and collision insurance against
liability for damage to automobiles of others in the care, custody, or control of the operator of the
Parking Garage with limits as customarily carried by operators of such facilities in the St. Louis
metropolitan area; and (iv) worker’s compensation and employer’s liability insurance as may be
required under applicable law covering Operator’s employees.

        13.2 Lessor and Lessee each agree that they will not subrogate to their insurance
carrier any right or action that they have or may have against the other of them for any loss
covered by insurance, nor will such party suffering such loss prosecute any suit against the other
party by reason of such loss for which such party is covered by insurance. Lessor and Lessee
shall notify their respective insurance carriers of the provisions of this Section 13.2.

       Section 14.     Damage and Repair»

       . If, during the Term, the Parking Garage is damaged by fire, casualty or other cause,
Lessor shall, at its cost and expense and with all reasonable diligence, repair and/or replace the
damaged portion of the Parking Garage to the same condition as existed previously. Lessor shall
have the right to discontinue operating the Parking Garage to the extent it deems necessary to
comply with applicable law or as necessary for the safe and orderly reconstruction and
recommencement of operation of the Parking Garage. To the extent available, proceeds from the
insurance described in Section 13.1 of this Lease shall be applied to such repairs and/or
replacements. If Lessor fails to so promptly commence and complete the repairing and/or
replacement of the Parking Garage so that it shall be substantially the same as it was prior to
such damage or destruction, such failure shall be an event of default by Lessor.

       Section 15.     Remedies.

        15.1 If Lessee defaults in the prompt and full performance of any provision of this
Lease and such default continues for thirty (30) days after Lessee receives written notice thereof
from Lessor or Operator; provided, however, that if such failure cannot be cured within such
thirty (30) day period, then such period shall be reasonably extended to permit such cure so long
as Lessee commences such cure immediately following such notice and continues to use its best
efforts to complete such cure within a reasonable period, then, and in any such event, Lessor
may, at its election, either terminate this Lease and Lessee’s and Parkers’ right to possession of
the Parking Spaces, or without terminating this Lease re-enter the Parking Spaces in accordance
with applicable law and endeavor to relet the Parking Spaces. No act or omission by any Parker
or Parkers shall constitute a default hereunder and Lessor’s sole and exclusive remedy shall be
the suspension of such individual(s) as provided in Section 2.8 above.




                                                 10
        15.2 Upon any termination of this Lease, Lessee shall surrender, and shall cause the
Parkers to surrender, possession of the Parking Spaces immediately, and deliver possession
thereof to Lessor, and Lessee hereby grants to Lessor full and free license to enter into and upon
the Parking Spaces in such event and to repossess the Parking Spaces, and to expel or remove
Lessee and any other who may be occupying the Parking Spaces, and to remove any and all
property of Lessee therefrom, as may be allowed by applicable law, without being deemed in any
manner guilty of trespass, eviction, or forcible entry or detainer, and without relinquishing any
right given to Lessor hereunder or by operation of law.

        15.3 If Lessor elects, following the expiration of any applicable cure period, without
terminating this Lease, to endeavor to relet the Parking Spaces, Lessor may, at Lessor’s option,
enter into the Parking Spaces, remove Lessee’s signs and other evidence of tenancy, and take and
hold possession thereof, as may be allowed by applicable law, without such entry and possession
terminating this Lease. Upon and after entry into possession without termination of this Lease,
Lessor shall endeavor in good faith (but without being obligated to incur out-of-pocket costs as
part of such endeavor) to relet the Parking Spaces for the account of Lessee to any person, firm,
or corporation other than Lessee for such rent, for such time, and upon such terms as Lessor shall
determine to be reasonable.

        15.4 Any and all property of Lessee which may be removed from the Parking Spaces
by Lessor pursuant to the authority of this Lease or of applicable law, to which Lessee is or may
be entitled, may be handled, removed, or stored by Lessor at the risk, cost, and expense of Lessee
and Lessor shall in no event be responsible for the value, preservation, or safekeeping thereof;
except that Lessor shall be responsible for any damage or loss to any such property resulting
from the negligence or willful misconduct of Lessor or its employees or agents. Lessee shall pay
to Lessor, upon demand, any and all expenses incurred in such removal and all storage charges
against such property so long as the same shall be in Lessor’s possession or under Lessor’s
control. Any such property of Lessee not removed from the Parking Spaces or retaken from
storage by Lessee within 30 days after the end of the Term or of Lessee’s right to possession of
the Parking Spaces, however terminated, shall be conclusively deemed to have been forever
abandoned by Lessee and either may be retained by Lessor as its property, or may be disposed of
in such manner as Lessor may see fit.

       Section 16.    Indemnification and Release.

         16.1 To the extent permitted by law, Lessor agrees to indemnify, defend, and hold the
Lessee and the Parkers and their employees, agents, and independent contractors and consultants
harmless from and against any and all suits, claims, costs of defense, damages, injuries,
liabilities, and costs and/or expenses, including court costs and reasonable attorneys’ fees and
expenses, resulting from, arising out of, or in any way connected with: (i) any past or future
maintenance or construction of the Parking Garage, including liability under any applicable
environmental laws; and (ii) the negligence or willful misconduct of Lessor, its Operator, and the
employees, agents, or independent contractors of either in connection with the management,
development, and construction of the Parking Garage.

        16.2 The indemnification set forth in this Section 16 shall survive termination or
expiration of this Lease.

                                               11
       Section 17.    Miscellaneous Provisions.

       17.1 Representations and Warranties of Lessor. Lessor hereby represents and warrants
to Lessee that: (i) Lessor is authorized to enter into and perform this Lease; (ii) this Lease was
duly authorized by the governing body of Lessor; and (iii) this Lease is binding upon and
enforceable against Lessor, in accordance with its terms.

         17.2 Representations and Warranties of Lessee. Lessee hereby represents and warrants
to Lessor that: (i) Lessee is a home rule city duly organized and existing under the laws of the
State of Missouri and has full power and authority to perform its obligations under this Lease;
(ii) the execution and performance of Lessee’s obligations hereunder will not constitute a default
under any agreement to which Lessee is a party; (iii) there is no pending litigation or
administrative proceeding to which Lessee is a party, which challenges Lessee’s right to perform
its obligations hereunder; and (iv) this Lease is binding upon and enforceable against Lessee, in
accordance with its terms.

         17.3 Warranty; Right to Make Agreement. Lessor and Lessee each warrant to the
other with respect to itself that neither the execution of this Lease nor the finalization of the
transactions contemplated hereby shall: (i) violate any provision of law or judgment, writ,
injunction, order, or decree of any court or governmental authority having jurisdiction over it;
(ii) result in or constitute a breach or default under any indenture, contract, other commitment or
restriction to which it is a party or by which it is bound; or (iii) require any consent, vote, or
approval which has not been taken, or at the time of the transaction involved shall not have been
given or taken.

        17.4 Consents and Cooperation. Lessor and Lessee agree to take such reasonable
actions as may be necessary both to carry out the terms, provisions, and intent of this Lease, and
to aid and assist each other in carrying out such terms, provisions, and intent.

         17.5 Relationship. Neither this Lease nor any agreements, instruments, documents, or
transactions contemplated hereby shall in any respect be interpreted, deemed, or construed as
making Lessee or Lessor a partner, joint venturer with, or agent of the other. Lessor and Lessee
agree that neither party will make any contrary assertion, claim, or counterclaim in any action,
suit, arbitration, or other legal proceedings involving Lessor and Lessee.

        17.6 Applicable Law and Jurisdiction. This Lease shall be governed by Missouri law.
Any legal action or proceeding with respect to this Agreement or any document related hereto
may be brought in the courts of the State of Missouri or any court of the United States of
America for the Eastern District of Missouri, and, by execution and delivery of this Agreement,
each party hereby accepts for itself and in respect of its property, generally and unconditionally,
the jurisdiction of such courts. The parties irrevocably waive any objection, including any
objection to the laying of venue or based on the grounds of forum non conveniens, which any of
them may now or hereafter have to the bringing of any such action or proceeding in such
respective jurisdictions. Each party irrevocably consents to the service of process of any of such
courts in any such action or proceeding by the mailing of copies thereof by registered or certified
mail, postage prepaid, to each of the other parties at its address provided herein, such service to
become effective 30 days after such mailing.


                                                12
       17.7 Entire Agreement; Amendment. This Lease, together with all agreements and
documents referenced herein, constitute the entire agreement between Lessor and Lessee with
respect to the matters herein and no other agreements or representations other than those
contained herein and therein have been made by the parties. This Lease and such agreements
and documents supersede all prior written or oral understandings with respect thereto. This
Lease shall be amended only in writing and effective when signed by the authorized agents of
Lessor and Lessee.

       17.8 Counterparts. This Lease may be executed in multiple counterparts, each of
which shall constitute one and the same instrument.

        17.9 Severability. In the event any term or provision of this Lease is held to be
unenforceable by a court of competent jurisdiction, the remainder shall continue in full force and
effect to the extent the remainder can be given effect without the invalid provision, unless the
unenforceable or invalid term or provision is such that a court reasonably would find that the
parties, or either of them, would not have entered into the Agreement without such term or
provision, or would not have intended the remainder of the Agreement to be enforced without
such term or provision.

        17.10 Representatives Not Personally Liable.             No official agent, employee,
representative, or consultant of Lessor or Lessee shall be personally liable to the other party to
this Lease in the event of any default or breach by either Lessor or Lessee under this Lease or for
any amount which may become due to the other party or with respect to any obligation under this
Lease.

        17.11 Headings, Etc. Headings of articles and sections are inserted only for
convenience and are in no way to be construed as a limitation on the scope of the particular
articles or sections to which they refer. Words in the singular shall include the plural, and vice
versa, where appropriate.

       17.12 Notices. Any notice, demand or other communication required by this Lease to
be given by either party hereto to the other shall be in writing and shall be sufficiently given or
delivered if dispatched by certified United States First Class Mail, postage prepaid, or delivered
personally.

               In the case of Lessor:

                      [Ownership Entity]
                      _____________________________
                      _____________________________
                      _____________________________
                      _____________________________

               With a copy to:

                      Armstrong Teasdale LLP
                      One Metropolitan Square, Suite 2600
                      St. Louis, Missouri 63102

                                                13
       Attention: James Mello

In the case of Lessee, to:

       City of Clayton, Missouri
       10 N. Bemiston
       Clayton, Missouri 63105
       Attn: Craig Owens
       Facsimile: (314) 863-0925

       with a copy to:

       Curtis, Heinz, Garrett and O’Keefe, P.C.
       130 South Bemiston, Suite 200
       Clayton, Missouri 63105
       Attn: Kevin O’Keefe
       Facsimile: (314) 725-8789




                                14
               In the case of Operator, to:

                       ________________________
                       ________________________
                       ________________________

        17.13 Waiver. The failure of either party to insist upon a strict performance of any of
the terms or provisions of this Lease, or to exercise any option, right, or remedy contained in this
Lease, shall not be construed as a waiver or as a relinquishment for the future of such term,
provision, option, right, or remedy, but the same shall continue and remain in full force and
effect. No waiver by either party of any term or provision hereof shall be deemed to have been
made unless expressed in writing and signed by such party.

        17.14 Estoppel Certificates. Each party to this Lease shall at any time and from time to
time, upon not less than thirty (30) days’ prior notice from the other party, execute,
acknowledge, and deliver to such other party, or to any third party specified by such other party,
a statement in writing: (i) certifying that this Lease is unmodified and in full force and effect (or
if there have been modifications, that the same, as modified, is in full force and effect and stating
the modifications); (ii) stating whether or not to the best knowledge of the certifying party
(a) there is a continuing default or event of default by the non-certifying party in the performance
or observance of any covenant, agreement or condition contained in this Lease, or (b) there shall
have occurred any event which, with the giving of notice or passage of time or both, would
become a default or event of default, and, if so, specifying each such default or event of default
or occurrence of which the certifying party may have knowledge; and (iii) stating such other
information as the non-certifying party may reasonably request. Such statement shall be binding
upon the certifying party and may be relied upon by the non-certifying party and/or such third
party specified by the non-certifying party as aforesaid.

        17.15 Successors and Assigns. The terms and provisions of this Lease shall run with the
Parking Garage, and with Lessor’s interest therein, and shall be binding upon all successors to
such interest.



                                     [Signature Pages Follow]




                                                 15
        IN WITNESS WHEREOF, the parties have caused this Lease to be executed as of the
date first written above.

                                            LESSOR:

                                            [OWNERSHIP ENTITY]



                                            By:

                                            Name:

                                            Title:

STATE OF MISSOURI              )
                               ) SS.
COUNTY OF ST. LOUIS            )

        On this _____ day of                  , 2008, before the undersigned, a Notary Public in
and for said State, personally appeared                              , to me personally known,
who, being by me duly sworn, did say that he is the                  of ____________________,
a _______________________, and that said instrument was signed on behalf of said _________,
and said                               acknowledged said instrument to be executed for the
purposes therein stated and as the free act and deed of said ___________.

       IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal,
the day and year last above written.


                                                               Notary Public

My Commission Expires:




                                              16
                                            LESSEE:

                                            CITY OF CLAYTON, MISSOURI


                                            By:

                                            Name:

                                            Title:

STATE OF MISSOURI              )
                               ) SS.
COUNTY OF                      )

        On this ____ day of           , 2008, before me appeared                          , to me
personally known, who, by me being duly sworn did say that he is a
        of the City of Clayton, Missouri, a home rule city duly organized and existing under the
laws of the State of Missouri and said                              acknowledged that he
executed the same in behalf of said municipality and acknowledged said instrument to be the free
act and deed of said municipality.

       IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
at my office in the county or city and state aforesaid, the day and year last above written.


                                                                Notary Public

My Commission Expires:




                                               17
                                      EXHIBITS


Exhibit A   Legal Description and/or Depiction of Parking Garage

Exhibit B   Form of Memorandum of Lease

Exhibit C   Form of Subordination, Non-Disturbance and Attornment Agreement




                                           18
EXHIBIT A TO PARKING LEASE

Legal Description of Parking Garage




                19
                              EXHIBIT B TO PARKING LEASE

                          MEMORANDUM OF PARKING LEASE

       THIS MEMORANDUM OF PARKING LEASE gives notice of, ratifies and confirms
the PARKING LEASE (the “Parking Lease”) made and entered into as of                  , 20__,
by and between the [OWNERSHIP ENTITY], a ______________, (the “Lessor”) and the
CITY OF CLAYTON, MISSOURI, a home rule city duly organized and existing under the
laws of the State of Missouri (the “Lessee”). Capitalized terms not defined elsewhere in this
document shall have the meanings set forth in Section 1 of the Parking Lease.

       WITNESSETH:

        Be it known by these presents that the Lessor has rented, leased and let unto the Lessee,
and the Lessee has rented, leased and hired from the Lessor, for the rentals, and upon and subject
to the terms and conditions set forth in the Parking Lease, 157 parking spaces located on the real
estate described and set forth on Exhibit A attached hereto and made a part hereof, for a basic
term commencing on _________________, 200__, and continuing for a period of 99 years
thereafter.

        The covenants, agreements and conditions herein and in the Parking Lease contained
shall run with the property leased and shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.

       The Parking Lease may be executed simultaneously in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall constitute one and the
same instrument.

    IN WITNESS WHEREOF, the parties have caused this MEMORANDUM OF
PARKING LEASE to be executed as of the date first written above.
                                            LESSOR:

                                            [OWNERSHIP ENTITY]


                                            By:

                                            Name:

                                            Title:


STATE OF MISSOURI              )
                               ) SS.
COUNTY OF ST. LOUIS            )

        On this _____ day of                  , 2008, before the undersigned, a Notary Public in
and for said State, personally appeared                              , to me personally known,
who, being by me duly sworn, did say that he is the                  of ____________________,
a _______________________, and that said instrument was signed on behalf of said _________,
and said                               acknowledged said instrument to be executed for the
purposes therein stated and as the free act and deed of said ___________.

       IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal,
the day and year last above written.


                                                               Notary Public

My Commission Expires:




                                              21
                                           LESSEE:

                                           CITY OF CLAYTON, MISSOURI



                                           By:

                                           Name:

                                           Title:

STATE OF MISSOURI              )
                               ) SS.
COUNTY OF                      )

        On this ____ day of          , 2008, before me appeared _________________________,
to me personally known, who, by me being duly sworn did say that he is a _________ of City of
Clayton, Missouri, a home rule city duly organized and existing under the laws of the State of
Missouri, and that said instrument was signed on behalf of said city, and said
        acknowledged said instrument to be executed for the purposes therein stated and as the
free act and deed of said city.

       IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
at my office in the county or city and state aforesaid, the day and year last above written.


                                                              Notary Public

My Commission Expires:




                                             22
EXHIBIT A TO MEMORANDUM OF PARKING LEASE

       Legal Description for the Parking Garage

   [TO BE ATTACHED PRIOR TO RECORDING]




                         23
                  EXHIBIT C TO PARKING LEASE

FORM OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
        EXHIBIT K

Form of Church Parking Lease




            K-1
                                CHURCH PARKING LEASE AGREEMENT

       THIS PARKING LEASE (this “Lease”) made and entered into as of the ___ day of
______________, 200_, (the “Effective Date”) by and between The Central Maryland Hotel
Transportation Development District, a Missouri transportation development district formed
pursuant to court order on ________ in Cause No. _______ before the Circuit Court for St. Louis
County, Missouri (“Lessor”) and St. Louis County Catholic Church Real Estate Corporation,
a Missouri nonprofit corporation, as Trustee under Indenture of Trust, St. Louis County Catholic
Real Estate Trust dated June 23, 2003 (“Lessee”).

                                                           Recitals

       A.      Lessor will construct the parking garage to be located at the northwest corner of
Central Avenue and Maryland Avenue in the City of Clayton, Missouri (the “Parking Garage”),
as more particularly described and/or depicted on Exhibit A.

        B.       This Lease is part of a larger transaction to develop the intersection of Central and
Maryland Avenues in the City of Clayton, Missouri per the terms of that certain Development
Agreement between the City of Clayton, Missouri (“City”) and RJ York SSG, LLC dated
_________, 2008 (the “Development Agreement”). Pursuant to the Development Agreement,
the City, RJ York SSG, LLC, and Lessee each conveyed a portion of the real property required to
construct the Parking Garage. Lessee entered into a ground lease to convey a 99-year leasehold
interest in its portion of the above real property (the “Ground Lease”).

       C.     Per the Development Agreement, Lessee conveyed its portion of the Parking
Garage Site under which Lessee has paid, and Lessor has acknowledged receipt of, good and
valuable consideration for the Parking Spaces, as defined below. Due to said consideration,
Lessor and Lessee agree that no rent shall be due under the terms of this Lease.

        D.     Lessee desires to lease from Lessor a certain number of parking spaces in the
Parking Garage, and Lessor is willing to allow Lessee to lease such parking spaces from Lessor
on the terms set forth herein.

       NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, Lessor and Lessee hereby
agree as follows:

       Section 1.      Definitions. In addition to the capitalized terms defined elsewhere in this
Lease, the following capitalized terms used in this Lease shall have the meanings ascribed to
them in this Section 1.

        “Force Majeure” means Acts of God, acts of war, civil disturbance, governmental action
(including the revocation or refusal to grant licenses or permits, where such revocation or refusal
is not due to the fault of the party whose performance is to be excused for reasons of Force
Majeure), strikes, lockouts, fire, unavoidable casualties, or any other causes beyond the
reasonable control of either party (excluding, however, (i) lack of financing, or (ii) general
economic and/or market factors).


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Version 4
        “Hotel Parking” means the [172] below-grade parking spaces in the Parking Garage that
will be leased by the Lessor to RJ York SSG, LLC, or its affiliate, pursuant to a Hotel Parking
Agreement (“Hotel Lease”).

        “Legal Requirements” mean any federal, state or local law, code, rule, ordinance,
regulation or order of any governmental authority or agency having jurisdiction over the business
or operation of the Parking Garage, including, without limitation, the following: (i) any
buildings, zoning or use laws, ordinances, regulations or orders; and (ii) all applicable
environmental laws.

       “Monthly Contract Rate” means the posted monthly contract per space parking rates
charged by Lessor or Operator to members of the general public who park in the Parking Garage
on a month-to-month basis.

       “Operator” means the person or entity designated as operator of the Parking Garage by
the Lessor.

        “Parker(s)” means those individuals that Lessee has permitted to use one or more of the
Parking Spaces and which have been given a parking card or other identifying marker
satisfactory to the Operator to verify that such person is entitled to the use of a Parking Space.

        “Parking Spaces” means (i) the exclusive use of ten (10) spaces within the Hotel Parking
available 24 hours a day, every day of the year for use by Parish clergy and paid lay staff of the
St. Joseph’s Catholic Church (“Church”) (“Clergy/Staff Parking”), (ii) the use of thirty-five (35)
spaces within the Hotel Parking during the one noon weekday Mass at the Church, and (iii) the
use of seventy-five (75) spaces within the Hotel Parking during the weekend operations of the
Parish.

       “Taxes” means all ad valorem taxes and other governmental charges, general and special,
ordinary and extraordinary, of any kind whatsoever, attributable or allocable to the Parking
Garage.

          Section 2.          Lease of Parking Spaces.

       2.1    Lessor hereby leases to Lessee, and Lessee hereby takes and leases from Lessor,
the Parking Spaces upon the terms and conditions hereinafter set forth.

       2.2      Lessor and Lessee agree that (i) the Parking Garage shall be operated as a single
parking garage, and (ii) Lessor shall, or shall cause the Operator to, restrict overall usage of the
Parking Garage in such manner as to ensure that the Parking Spaces are always available for use
by the Parkers.

       2.3     The parties agree that use of the Parking Spaces shall be limited to the parking of
vehicles by the Parkers.

        2.4    The Parkers shall have the right to use the Parking Garage commencing on the
date the Parking Garage begins operating at full capacity.


                                                                2
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        2.5     Parkers shall have vehicular and pedestrian rights of ingress and egress to the
Parking Garage extending between various entrances and exits of the Parking Garage and the
Parking Spaces, including interior driveways, ramps, elevators, and stairwells; provided, such
rights do not interfere with the safe and efficient operation of the Parking Garage.

        2.6   The Operator and Lessee shall mutually agree upon a method to provide the
Parking Spaces to the Parkers at no cost. However, at no time shall the number of Parkers
exceed the number of Parking Spaces. Once the number of Parkers using the Parking Garage
equals the number of Parking Spaces, the Operator shall charge all subsequent Parkers at the rate
charged to members of the general public for parking in the Parking Garage.

       2.7     The Clergy/Staff Parking shall be available to the designated Parkers at all times
(24 hours a day, seven days a week).

        2.8    The Lessee shall use reasonable efforts to cause the Parkers to follow all
reasonable rules established by the Operator for users of the Parking Garage (“Rules”), provided
that the parties hereto agree that: (a) the Lessee shall not have liability to the Lessor if any
Parker violates any such rules; (b) violation of such rules by any Parker shall not constitute a
default hereunder by the Lessee and shall not be cause for termination of this Lease; and (c) in
the event of any violation of such rules by any Parker, the Lessor’s rights and remedies
hereunder shall be limited to the rights and remedies hereinafter specified in this Section 2.8.
The rules shall be posted in the Parking Garage or distributed by the Operator to the Lessee to
the Parkers. The rules may include the requirement that Parkers pay a deposit for parking cards
or pay to replace lost cards and may require the use of stickers or other identifiers. The Operator
shall have the right to suspend individual Parkers from using the Parking Garage if such Parker
violates the Operator’s rules. Specifically, the Operator shall have the right to suspend, for up to
thirty (30) days, Parkers that park in areas of the Parking Garage that are designated for other
users of the Parking Garage or violate other Rules.

       Section 3.      Term. The term of this Lease shall commence upon the Effective Date
and continue in full force and effect during the term of the Ground Lease (the “Term”).

       Section 4.             Rent. No rent is to be paid by the Lessee for the use of the Parking
Spaces.

       Section 5.      Taxes. During the Term of this Lease, Lessor shall be solely and fully
responsible for the payment of all Taxes.

        Section 6.   Maintenance of Parking Garage. Lessor shall keep and maintain the
Parking Garage in good order and repair and safe condition in a good and workmanlike fashion
and in accordance with all Legal Requirements during the Term of this Lease.

       Section 7.     Parking Garage Operations. Subject to Force Majeure or temporary
closures for repairs, maintenance, reconstruction or replacement, the Parking Garage shall be
open for use by Parkers during the hours set forth in the definition of “Parking Spaces”), every
day of the year, including weekends and holidays. The Parking Garage will be staffed by
employees of the Operator at the times agreed upon by Lessor and Operator.

                                                                3
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          Section 8.          Assignment and Subletting.

       8.1     Lessor shall transfer and assign its interest and obligations in this Lease to a
purchaser of the Parking Garage. In the event of assignment to and an assumption by a
purchaser of the Parking Garage, no further liability or obligation shall thereafter accrue against
Lessor named herein provided that the purchaser assumes all liability and obligations of Lessor
named herein. In any event, any purchaser of the Parking Garage shall be required to honor all
of the terms and provisions of this Lease and the Lessee shall attorn in all respects to the
purchaser of the Parking Garage.

        8.2    Lessee shall be permitted to assign its interest in this Lease or sublease all or any
of the Parking Spaces with the prior written consent of Lessor, which consent will not be
unreasonably withheld. Following such an assignment, no further liability or obligation shall
thereafter accrue against the Lessee named herein provided that the assignee assumes all liability
and obligations of the Lessee named herein. Any assignee shall be required to honor all of the
terms and provisions of this Lease.

          Section 9.          Mortgage of Parking Garage by Lessor.

        9.1    Lessor shall be permitted to grant deeds of trust upon the Parking Garage to
secure mortgage loans or other indebtedness or obligations (a “Mortgage”) as provided in that
certain Ground Lease between Lessee, as lessor, and RJ York SSG, LLC, as lessee, dated
_______. This Lease shall be superior to the lien of all Mortgages and to all modifications,
extensions, renewals, and refinancings thereof.

        9.2    If Lessor shall execute a Mortgage and provide the Lessee with a written copy
thereof containing the notice address of the holder of such Mortgage (the “Mortgagee”), then in
such event and so long as such Mortgage indebtedness or obligation shall constitute a lien on the
Parking Garage the following shall apply:

                   a.      In the event Mortgagee should ever succeed to the interest of Lessor in
          and to the Parking Garage and under this Lease, it is explicitly understood and agreed that
          the liability of said Mortgagee as a Lessor hereunder shall be strictly limited to its interest
          in the Parking Garage and any insurance proceeds, rents, condemnation awards, and/or
          other income related thereto and no other assets or property of said Mortgagee shall be
          subject to seizure or execution on account of any liability of said Mortgagee under this
          Lease or any such new lease. This provision is not intended as a release or waiver of
          liability, but solely as a limitation on the assets against which such liability may be
          asserted, this provision standing as a covenant not to sue for any deficiency over and
          above such funds as may be obtained through seizure or execution on the aforesaid
          interest of such Mortgagee.

       9.3     Upon the written request of either party, the other party shall, to the best of its
knowledge, certify promptly, and in any event within fifteen (15) days of receipt of such request:
(i) whether or not this Lease continues in full force and effect; (ii) a precise identification of this
Lease and all amendments, modifications, or supplements thereof; (iii) that this Lease and said
amendments, modifications, or supplements thereto are accurate and complete; (iv) whether or

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not any default or breach exists under any of the terms of this Lease (and if any exists, stating
them); and (v) such other information as may reasonably be requested in an estoppel certificate.

        9.4    Whenever appropriate in the context of this Lease the word “Mortgagee” as used
in this Section 9 shall be deemed to include Mortgagee’s successors and assigns, including a
purchaser at foreclosure.

        9.5    In the event any provision of this Section 9 conflicts or is inconsistent with any
other provision of this Lease, the provisions of this Section 9 shall govern.

        Section 10. Memorandum of Lease.          Lessor and Lessee agree to record a
memorandum of this Lease in the form of Exhibit B with the Recorder of Deeds for the County
of St. Louis, Missouri.

        Section 11. Damage and Repair. If, during the Term, the Parking Garage is damaged
by fire, casualty or other cause, Lessor shall, at its cost and expense and with all reasonable
diligence, repair and/or replace the damaged portion of the Parking Garage or otherwise provide
substitute Parking Spaces on the Property for Lessee (“Substitute Parking”). Lessor shall have
the right to discontinue operating the Parking Garage to the extent it deems necessary to comply
with applicable law or as necessary for the safe and orderly reconstruction and recommencement
of operation of the Parking Garage or Substitute Parking. To the extent available, insurance
proceeds shall be applied to such repairs and/or replacements. If Lessor fails to so promptly
commence and complete the repairing and/or replacement of the Parking Garage or to provide
Substitute Parking, such failure shall be an event of default by Lessor.

        Section 12. Waiver of Subrogation. Lessee and Lessor hereby release the other, the
other’s affiliates, and the other’s directors, officers, employees and agents from any damage to or
destruction of any of the improvements to or fixtures or personal property located upon the
Premises even if such damage or destruction results from the negligent acts or omissions of the
other or the other’s agents or employees, and Lessee and Lessor hereby waive any rights of
subrogation against the other that each party and its respective insurers may waive against the
other party.

        Section 13. Remedies. If Lessee defaults in the performance of any other provision of
this Lease and such default continues for sixty (60) days after Lessee receives written notice
thereof from Lessor or Operator; provided, however, that if such failure cannot be cured within
such sixty (60) day period, then such period shall be reasonably extended to permit such cure so
long as Lessee commences such cure immediately following such notice and continues to use its
best efforts to complete such cure within a reasonable period, then, if such failure is not cured,
and in any such event, Lessor may, at its election, either suspend the defaulting Parkers’ right to
use the Parking Spaces until such default is cured. No act or omission by any Parker or Parkers
shall constitute a default hereunder and Lessor’s sole and exclusive remedy shall be the
suspension of such individual(s) as provided in Section 2.8 above, to pursue a claim for damages
or to seek injunctive relief.

          Section 14.         Miscellaneous Provisions.


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       14.1 Representations and Warranties of Lessor. Lessor hereby represents and warrants
to Lessee that: (i) Lessor is authorized to enter into and perform this Lease; (ii) this Lease was
duly authorized by the governing body of Lessor; and (iii) this Lease is binding upon and
enforceable against Lessor, in accordance with its terms.

        14.2 Representations and Warranties of Lessee. Lessee hereby represents and warrants
to Lessor that: (i) this Lease is binding upon and enforceable against Lessee, in accordance with
its terms.

         14.3 Warranty; Right to Make Agreement. Lessor and Lessee each warrant to the
other with respect to itself that neither the execution of this Lease nor the finalization of the
transactions contemplated hereby shall: (i) violate any provision of law or judgment, writ,
injunction, order, or decree of any court or governmental authority having jurisdiction over it;
(ii) result in or constitute a breach or default under any indenture, contract, other commitment or
restriction to which it is a party or by which it is bound; or (iii) require any consent, vote, or
approval which has not been taken, or at the time of the transaction involved shall not have been
given or taken.

        14.4 Consents and Cooperation. Lessor and Lessee agree to take such reasonable
actions as may be necessary both to carry out the terms, provisions, and intent of this Lease, and
to aid and assist each other in carrying out such terms, provisions, and intent.

         14.5 Relationship. Neither this Lease nor any agreements, instruments, documents, or
transactions contemplated hereby shall in any respect be interpreted, deemed, or construed as
making Lessee or Lessor a partner, joint venturer with, or agent of the other. Lessor and Lessee
agree that neither party will make any contrary assertion, claim, or counterclaim in any action,
suit, arbitration, or other legal proceedings involving Lessor and Lessee.

          14.6      Applicable Law. This Lease shall be governed by Missouri law.

        14.7 Entire Agreement; Amendment. This Lease constitutes the entire agreement
between Lessor and Lessee with respect to the matters herein and no other agreements or
representations other than those contained in this Lease have been made by the parties. This
Lease supercedes all prior written or oral understandings with respect thereto. This Lease shall
be amended only in writing and effective when signed by the authorized agents of Lessor and
Lessee.

       14.8 Counterparts. This Lease may be executed in multiple counterparts, each of
which shall constitute one and the same instrument.

        14.9 Severability. In the event any term or provision of this Lease is held to be
unenforceable by a court of competent jurisdiction, the remainder shall continue in full force and
effect to the extent the remainder can be given effect without the invalid provision, unless the
unenforceable or invalid term or provision is such that a court reasonably would find that the
parties, or either of them, would not have entered into the Agreement without such term or
provision, or would not have intended the remainder of the Agreement to be enforced without
such term or provision.

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        14.10 Representatives Not Personally Liable.             No official agent, employee,
representative, or consultant of Lessor or Lessee shall be personally liable to the other party to
this Lease in the event of any default or breach by either Lessor or Lessee under this Lease or for
any amount which may become due to the other party or with respect to any obligation under this
Lease.

        14.11 Headings, Etc. Headings of articles and sections are inserted only for
convenience and are in no way to be construed as a limitation on the scope of the particular
articles or sections to which they refer. Words in the singular shall include the plural, and vice
versa, where appropriate.

       14.12 Notices. Any notice, demand or other communication required by this Lease to
be given by either party hereto to the other shall be in writing and shall be sufficiently given or
delivered if dispatched by certified United States First Class Mail, postage prepaid, or delivered
personally.

                     In the case of Lessor:

                               The Central Maryland Hotel Transportation Development District
                               _____________________________
                               _____________________________
                               _____________________________
                               _____________________________

                     With a copy to:

                               Armstrong Teasdale LLP
                               One Metropolitan Square, Suite 2600
                               St. Louis, Missouri 63102
                               Attention: James Mello

                     In the case of Lessee, to:

                               St. Louis County Catholic Church Real Estate Corporation
                               20 Archbishop May Drive
                               St. Louis, Missouri 63119
                               Attn: Thomas W. Richter
                               Facsimile: (314) 961-6234

                     with a copies to:




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                               Greensfelder, Hemker & Gale, PC
                               10 South Broadway, Suite 2000
                               St. Louis, Missouri 63102-1747
                               Attn: Bernard C. Huger, Esquire
                               Facsimile: (314) 516-2693

                               St. Joseph Catholic Church
                               106 North Meramec Avenue
                               Clayton, Missouri 63105
                               Attn: Reverend Monsignor John B. Shamleffer
                               Facsimile: (314) 721-5110

                     In the case of Operator, to:




        14.13 Waiver. The failure of either party to insist upon a strict performance of any of
the terms or provisions of this Lease, or to exercise any option, right, or remedy contained in this
Lease, shall not be construed as a waiver or as a relinquishment for the future of such term,
provision, option, right, or remedy, but the same shall continue and remain in full force and
effect. No waiver by either party of any term or provision hereof shall be deemed to have been
made unless expressed in writing and signed by such party.

        14.14 Estoppel Certificates. Each party to this Lease shall at any time and from time to
time, upon not less than ten (10) days’ prior notice from the other party, execute, acknowledge,
and deliver to such other party, or to any third party specified by such other party, a statement in
writing: (i) certifying that this Lease is unmodified and in full force and effect (or if there have
been modifications, that the same, as modified, is in full force and effect and stating the
modifications); (ii) stating whether or not to the best knowledge of the certifying party (a) there
is a continuing default or event of default by the non-certifying party in the performance or
observance of any covenant, agreement or condition contained in this Lease, or (b) there shall
have occurred any event which, with the giving of notice or passage of time or both, would
become a default or event of default, and, if so, specifying each such default or event of default
or occurrence of which the certifying party may have knowledge; and (iii) stating such other
information as the non-certifying party may reasonably request. Such statement shall be binding
upon the certifying party and may be relied upon by the non-certifying party and/or such third
party specified by the non-certifying party as aforesaid.

        14.15 Successors and Assigns. The terms and provisions of this Lease shall run with the
Parking Garage and with Lessor’s interest therein, and shall be binding upon all successors to
such interest.




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        IN WITNESS WHEREOF, the parties have caused this Lease to be executed as of the
date first written above.

                                                            LESSOR:

                                                            THE CENTRAL MARYLAND HOTEL
                                                            TRANSPORTATION DEVELOPMENT
                                                            DISTRICT

                                                            By:

                                                            Name:

                                                            Title:

STATE OF MISSOURI                         )
                                          ) SS.
COUNTY OF ST. LOUIS                       )

         On this _____ day of __________, 2008, before the undersigned, a Notary Public in and
for said State, personally appeared _____________________, to me personally known, who,
being by me duly sworn, did say that he is the _____________________ of the Central Maryland
Hotel Transportation Development District, a a Missouri transportation development district
formed pursuant to court order on __________ in Cause No. __________ before the Circuit
Court for St. Louis County, Missouri, and that said instrument was signed on behalf of said
district, and said _____________________ acknowledged said instrument to be executed for the
purposes therein stated and as the free act and deed of said district.

       IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal,
the day and year last above written.



                                                                                      Notary Public
My Commission Expires:




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                                                            LESSEE:

                                                            ARCHBISHOP OF ST. LOUIS

                                                            By:

                                                            Name:

                                                            Title:

STATE OF MISSOURI                         )
                                          ) SS.
__________ OF ST. LOUIS                   )

        On this ____ day of __________, 2008, before me appeared _____________________,
to me personally known, who, by me being duly sworn did say that he is
_____________________ of St. Louis County Catholic Church Real Estate Corporation, a
Missouri nonprofit corporation, as Trustee under Indenture of Trust, St. Louis County Catholic
Real Estate Trust dated June 23, 2003 and said _____________________ acknowledged that he
executed the same in behalf of said nonprofit corporation and acknowledged said instrument to
be the his free act and deed of said nonprofit corporation.

       IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
at my office in the __________ and state aforesaid, the day and year last above written.



                                                                                      Notary Public
My Commission Expires:




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                                                         EXHIBITS


Exhibit A           Legal Description and/or Depiction of Parking Garage

Exhibit B           Form of Memorandum of Lease




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                                       EXHIBIT A TO PARKING LEASE

                                      Legal Description of Parking Garage




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                                       EXHIBIT B TO PARKING LEASE

                                   MEMORANDUM OF PARKING LEASE

        THIS MEMORANDUM OF PARKING LEASE gives notice of, ratifies and confirms
the PARKING LEASE (the “Parking Lease”) made and entered into as of ___________, 2008,
by and between the CENTRAL MARYLAND HOTEL TRANSPORTATION
DEVELOPMENT DISTRICT, a Missouri transportation development district formed pursuant
to court order on ________ in Cause No. _______ before the Circuit Court for St. Louis County,
Missouri, as lessor (the “Lessor”), and the ST. LOUIS COUNTY CATHOLIC CHURCH
REAL ESTATE CORPORATION, a Missouri nonprofit corporation, as Trustee under
Indenture of Trust, St. Louis County Catholic Real Estate Trust dated June 23, 2003 (the
“Lessee”). Capitalized terms not defined elsewhere in this document shall have the meanings set
forth in Section 1 of the Parking Lease.

          WITNESSETH:

        Be it known by these presents that the Lessor has rented, leased and let unto the Lessee,
and the Lessee has rented, leased and hired from the Lessor, for the rentals, and upon and subject
to the terms and conditions set forth in the Parking Lease, the Parking Spaces to be located on
the real estate described and set forth on Exhibit A attached hereto and made a part hereof for a
basic term commencing upon the Effective Date and continuing until the Termination Date.

        The covenants, agreements and conditions herein and in the Parking Lease contained
shall run with the property leased and shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.

       The Parking Lease may be executed simultaneously in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall constitute one and the
same instrument.




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    IN WITNESS WHEREOF, the parties have caused this MEMORANDUM OF
PARKING LEASE to be executed as of the date first written above.

                                                            LESSOR:

                                                            CENTRAL MARYLAND HOTEL
                                                            TRANSPORTATION DEVELOPMENT
                                                            DISTRICT

                                                            By:

                                                            Name:

                                                            Title:


STATE OF MISSOURI                         )
                                          ) SS.
COUNTY OF ST. LOUIS                       )

        On this _____ day of ___________, 2008, before the undersigned, a Notary Public in and
for said State, personally appeared _____________________, to me personally known, who,
being by me duly sworn, did say that he is the _____________________ of the Central Maryland
Hotel Transportation Development District, a Missouri transportation development district
formed pursuant to court order on ________ in Cause No. _______ before the Circuit Court for
St. Louis County, Missouri, and that said instrument was signed on behalf of said district, and
said _____________________ acknowledged said instrument to be executed for the purposes
therein stated and as the free act and deed of said district.

       IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal,
the day and year last above written.



                                                                                      Notary Public
My Commission Expires:




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                                                            LESSEE:

                                                            ST. LOUIS COUNTY CATHOLIC CHURCH
                                                            REAL ESTATE CORPORATION, a Missouri
                                                            nonprofit corporation, as Trustee under Indenture of
                                                            Trust, St. Louis County Catholic Real Estate Trust
                                                            dated June 23, 2003

                                                            By:

                                                            Name:

                                                            Title:

STATE OF MISSOURI                         )
                                          ) SS.
COUNTY OF                                 )

        On     this   ____    day     of    __________,      2008,     before    me     appeared
_________________________, to me personally known, who, by me being duly sworn did say
that he is a _______________ of St. Louis County Catholic Church Real Estate Corporation, a
Missouri nonprofit corporation, as Trustee under Indenture of Trust, St. Louis County Catholic
Real Estate Trust dated June 23, 2003 and said ________________________ acknowledged that
he executed the same in behalf of said nonprofit corporation and said ______________________
acknowledged said instrument to be the free act and deed of said nonprofit corporation.

       IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
at my office in the county or city and state aforesaid, the day and year last above written.



                                                                                      Notary Public
My Commission Expires:




                                                              B-3
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                       EXHIBIT A TO MEMORANDUM OF PARKING LEASE

                                       Legal Description for the Parking Garage

                             [TO BE ATTACHED PRIOR TO RECORDING]




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                       City Manager
                       10 N. Bemiston Avenue
                       Clayton, MO 63105



                    REQUEST FOR BOARD ACTION

TO:           MAYOR GOLDSTEIN; BOARD OF ALDERMEN
FROM:         CRAIG OWENS, CITY MANAGER (CSO)
DATE:         SEPTEMBER 23, 2008
SUBJECT:      AN ORDINANCE ADOPTING NEW STATE LAW PROVISIONS REGARDING
              ILLEGAL ALIENS



During its 2008 session, the Missouri Legislature enacted several new provisions regarding
illegal aliens, with many ramifications for local governments. Some of the more major
provisions include: sanctions/loss of State grant money if the City is perceived to adopt
“sanctuary” policies; strengthened requirements for local government employees to
cooperate with other agencies on immigration matters; substantial fines if the City
misclassifies “employees” as “independent contractors”; new bidding and contract procedures
to bind City contractors to the prohibition against hiring illegal aliens; City participation in the
Federal Government’s electronic system to determine eligibility for hire of all new employees;
and possible suspension by the City of business licenses of companies that have been found
to violate alien employment restrictions.

As a result, staff is proposing that the Board adopt an ordinance confirming that the City of
Clayton has no sanctuary policy regarding illegal aliens, repealing all ordinances that could
conflict with that confirmation, and enacting other provisions consistent with the new State
laws including amendments to Chapter 16 of the City Code related to businesses licenses.

Adoption of this ordinance should help assure City compliance with the new State
requirements.


Staff Recommendation: To approve the ordinance.




                                          Page 1 of 1
                                 BILL NO. 6151

                                 ORDINANCE NO.

        AN ORDINANCE CONFIRMING THAT THE CITY OF
        CLAYTON HAS NO SANCTUARY POLICY REGARDING
        ILLEGAL  ALIENS,   REPEALING  ALL   ORDINANCES,
        RESOLUTIONS AND ORDERS TO THE EXTENT OF ANY
        CONFLICT WITH THAT CONFIRMATION; ENACTING
        OTHER PROVISIONS CONSISTENT WITH NEW STATE
        LAWS REGARDING SUCH MATTERS, AND AMENDING
        CHAPTER 16 OF THE CLAYTON CITY CODE RELATING TO
        BUSINESS LICENSES.



WHEREAS, the State of Missouri prohibits municipalities from enacting or
adopting any sanctuary policy regarding illegal aliens and imposes sanctions
for violations of that prohibition, and

WHEREAS, the State has also adopted other new laws regarding such
matters, and

WHEREAS, the City of Clayton desires to fully comply with such State
requirements;

BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF CLAYTON,
MISSOURI, AS FOLLOWS:

Section 1.

      The City of Clayton hereby confirms that it has not enacted any
“sanctuary policy” as defined by Section 67.307 RSMo. To the extent that
any City ordinance, resolution, order or other official action limits or
prohibits any City official or employee from communicating or cooperating
with federal agencies or officials to verify or report the immigration status of
any alien within the City, or purports to grant to illegal aliens the right to
lawful presence or status within the City in violation of federal law, such
ordinance, resolution, order or other official action is hereby repealed.

      The City and its officials shall not in any way restrict any governmental
entity or official from communicating or cooperating with the United States
Bureau of Immigration and Customs Enforcement regarding citizenship or
immigration status of any individual. No person or agency within the City


                                   Page 1 of 4
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September 4, 2008
shall prohibit or in any way restrict a public employee from taking any of the
following actions with respect to information regarding the immigration
status of any individual: (1) sending such information to, or requesting or
receiving such information from, the United States Bureau of Immigration
and Customs Enforcement; (2) maintaining such information; or (3)
exchanging such information with any other federal, state or local
government entity.

Section Two.

      The City Manager shall ensure that the chief of police fully complies
with Section 67.307.3 RSMo. by providing written notice to each current and
future law enforcement officer of their duty to cooperate with state and
federal agencies and officials on matters pertaining to enforcement of state
and federal laws governing immigration. The City Manager shall also ensure
that, effective August 20, 2009, the chief of police shall cause the
department to exert reasonable efforts to verify from documents in the
possession of a person the lawful immigration status of any such person who
is charged and confined to jail and otherwise, including to the extent
necessary verification within 48 hours through a query to the Law
Enforcement Support Center of the United States Department of Homeland
Security or successor office or agency, and also to notify said Department if
any prisoner is determined to be in the United States unlawfully.

Section Three.

      No alien unlawfully present in the United States shall receive any state
or local public benefit from the City in violation of state or federal law,
including any grant, contract or loan, retirement, welfare, health,
postsecondary education, scholarship, disability, housing, or food assistance
benefit. Applicants for such benefits shall comply with state law including
Section 208.009 RSMo. The City and its employees shall comply with such
laws in processing such applications, including by cooperating with the
United States Department of Homeland Security in achieving verification of
an alien’s lawful presence in the United States.

Section Four.

      The City Manager shall supervise the review of all City employment
practices to ensure compliance with new state laws regarding classification
of independent contractors and confirmation of eligibility for employment of
any alien, including enrollment and active participation in a federal work
authorization program, if available.



                                 Page 2 of 4
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September 4, 2008
Section Five.

      The City Manager shall supervise the review of City bidding and
contracting procedures to ensure compliance with new state laws regarding
contractor commitments to confirm eligibility for employment of any alien
and employee safety training.

Section Six.

       Article I of Chapter 16 of the Code of Ordinances of the City of Clayton
is hereby amended by the addition of one new Section, initially to be
identified as Section 16-17, to read as follows:

        Chapter 16 OCCUPATIONAL LICENSES AND REGULATIONS

        ARTICLE I. IN GENERAL

        Sec. 16-17. Compliance with state immigration laws.

        In conjunction with the review of any application for a city
        occupational or business license, the City shall consult any database
        available under section 285.543 RSMo regarding suspension of licenses
        and permits of businesses that violate state alien employment
        restrictions. The City shall abide by directions received from any court
        or the attorney general regarding suspension of such licenses and
        permits for such violations.

Section Seven.

       The Chapter, Article, Division and/or Section assignments designated
in this Ordinance may be revised and altered in the process of recodifying or
servicing the City’s Code of Ordinances upon supplementation of such code
if, in the discretion of the editor, an alternative designation would be more
reasonable. In adjusting such designations the editor may also change other
designations and numerical assignment of code sections to accommodate
such changes.

Section Eight.

      It is hereby declared to be the intention of the Board of Aldermen that
each and every part, section and subsection of this Ordinance shall be
separate and severable from each and every other part, section and
subsection hereof and that the Board of Aldermen intends to adopt each said
part, section and subsection separately and independently of any other part,


                                   Page 3 of 4
Illegal Alien Ordinance v1.doc
September 4, 2008
section and subsection. In the event that any part of this Ordinance shall be
determined to be or to have been unlawful or unconstitutional, the
remaining parts, sections and subsections shall be and remain in full force
and effect.

Section Nine.

     This Ordinance shall be in full force and effect both from and after its
passage by the Board of Aldermen.


Passed by the Board of Aldermen this ______ day of _______, 2008.



                                   __________________________
                                   Mayor

Attest:



_____________________________
City Clerk




                                 Page 4 of 4
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September 4, 2008
                      City Manager
                      10 N. Bemiston Avenue
                      Clayton, MO 63105



                   REQUEST FOR BOARD ACTION

TO:           MAYOR GOLDSTEIN; BOARD OF ALDERMEN
FROM:         CRAIG OWENS, CITY MANAGER (CSO)
              PAUL WOJCIECHOWSKI, PUBLIC WORKS DIRECTOR


DATE:         SEPTEMBER 23, 2008
SUBJECT:      AN ORDINANCE AMENDING CHAPTER 21 OF THE CITY OF CLAYTON
              CODE OF ORDINANCES RELATING TO PARKING METER
              REGULATIONS



In the FY 2009 budget discussions, staff proposed a modest increase to the City’s hourly
rates at parking meters. The proposed change was to increase the two-hour meters from a
rate of 50 cents per hour to 75 cents per hour rate. There are also ten-hour parking meters
(with green parking meter heads) which are being proposed to be increased from a rate of 25
cents per hour to 50 cents per hour. These parking meters allow parkers to remain all day if
they so desire.

In order to change the parking meter rates (which include the new pay stations), the City
needs to revise the Clayton Code of Ordinances. A map of the parking meter locations is
attached for reference.

One other policy change that is being proposed relates to fines. Currently, if you come to
City Hall within 30 minutes of the time a ticket is issued for an expired meter, you pay only
$1.00 for the fine. Staff recommends that this fine be increased to $2.00 to avoid the
situation where it would cost less to get a violation verses paying the meter rate. If the Board
approves the meter rate increase, the issue of the fine will be discussed with Judge Whittle
as it is in the discretion of the Municipal Judge to increase the fine structure.

Changes to the meter rates and the 30-minute rule are proposed to take effect no later than
January 1, 2009. This will allow time for staff to replace the meter rate plates on all of the
parking meters, as well as reprogram the pay and display parking meters. Staff would also
initiate an information campaign to help educate the public regarding the change.


Recommendation: To approve the ordinance authorizing changes to the Clayton Municipal
Code regarding parking meter regulations to increase the parking meter rates.



                                         Page 1 of 3
                                  BILL NO. 6152

                               ORDINANCE NO.

      AN ORDINANCE AMENDING CHAPTER 21 OF THE CLAYTON
      CITY CODE RELATING TO PARKING METER REGULATIONS.


WHEREAS, the City of Clayton wishes to increase parking meter rates; and

WHEREAS, the City also wishes to establish a separate rate structure for two-
hour maximum and nine-hour maximum on-street parking meters; and

WHEREAS, the Board of Aldermen wishes to update portions of the Clayton City
Code relating to these matters in order to accommodate these matters.

   NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF
CLAYTON, MISSOURI, AS FOLLOWS:

Section 1.

       Division 2 of Article VI of Chapter 21 of the Clayton City Code, consisting of
Sections 21-169 through 21-178, is hereby repealed and a new Division 2 and
new Sections 21-169 through 21-178 are hereby enacted in lieu thereof to read
as follows:

      Chapter 21 TRAFFIC AND VEHICLES

      ARTICLE VI. PARKING REGULATIONS

      DIVISION 2. PARKING METERS

      Sec. 21-174. Parking time limits.
      (a)    Parking payment device rates are hereby established for parking
      meter zones as set forth in this division. Rates for two-hour or four-hour
      maximum limit parking meters are four (4) minutes for each five cents
      ($0.05), seventy-five cents ($0.75) per hour.         Rates for nine-hour
      maximum time limit parking meters are six (6) minutes for each five cents
      ($0.05), fifty cents ($0.50) per hour.

      (b)    The parking meters shall be operated in said parking zones every
      day between the hours of 8:00 a.m. and 5:00 p.m., except weekends and
      holidays; provided, however, within the meaning of this division, the term
      "holidays" shall include the following days only: the first day of January, the
      last Monday in May, the fourth day of July, the first Monday in September,
      the fourth Thursday in November, and the twenty-fifth day of December.

                                      Page 2 of 3
Section 2.
      The Chapter, Article, Division and/or Section assignments designated in this
Ordinance may be revised and altered in the process of recodifying or servicing
the City’s Code of Ordinances upon supplementation of such code if, in the
discretion of the editor, an alternative designation would be more reasonable. In
adjusting such designations the editor may also change other designations and
numerical assignment of code sections to accommodate such changes.

Section 3.
     It is hereby declared to be the intention of the Board of Aldermen that each
and every part, section and subsection of this Ordinance shall be separate and
severable from each and every other part, section and subsection hereof and that
the Board of Aldermen intends to adopt each said part, section and subsection
separately and independently of any other part, section and subsection. In the
event that any part of this Ordinance shall be determined to be or to have been
unlawful or unconstitutional, the remaining parts, sections and subsections shall
be and remain in full force and effect.

Section 4.
     This Ordinance shall be in full force and effect both from and after its
passage by the Board of Aldermen.

Passed by the Board of Aldermen this ______ day of _______, 2008.



                                   __________________________
                                   Mayor

Attest:



_____________________________
City Clerk




                                     Page 3 of 3
                           City Manager
                           10 N. Bemiston Avenue
                           Clayton, MO 63105



                        REQUEST FOR BOARD ACTION

TO:         MAYOR GOLDSTEIN; BOARD OF ALDERMEN
FROM:       CRAIG OWENS, CITY MANAGER (CSO)
            PAUL WOJCIECHOWSKI, DIRECTOR OF PUBLIC WORKS
DATE:       SEPTEMBER 23, 2008
RE:         RESOLUTION APPROVING A CONTRACT WITH J.M. MARSCHUETZ
            CONSTRUCTION FOR ALLEY REPAIRS – FY 2008 PROJECT



Bids were opened at 2:15 p.m. on September 18, 2008, for the Alley Repairs – FY 2008 Project. We received
five responsive bids as shown on the attached Exhibit A - bid tabulation. J.M. Marschuetz Construction
Company submitted the low base bid in the amount of $115,061.26, plus an add alternate of $8,943.15, for a
total bid price of $124,004.41. The scope of work includes alley removal, concrete alley installation, traffic
control, and other incidental items as shown in the specifications, the add alternates included drainage work in
one alley. This bid was based on reconstruction of the “L” shaped alley north of Forsyth Boulevard between Lee
and Lyle Avenues., and the alley south of Forsyth between Bemiston and Central.

However, St. Louis County has plans to redevelop a significant portion of the block bounded by Forsyth on the
north, Carondelet on the south, Bemiston to the east, and Central to the west. We substituted the
reconstruction of the east-west alley between Forest Court and Westwood Drive, which is in very poor condition.
This was the next highest scheduled priority alley project. In addition, the city obtained a $21,000 letter of credit
from the developer of an adjacent property to be applied to this reconstruction.

With the remaining budgeted project funds we will replace the Wydown Forest alley from Walinca Terrace to the
alley adjacent to Wydown Park.

Staff has discussed the revision of the project scope with the contractor using the unit prices included in their
bid. The cost of the project with the new scope will be $153,784.65, using unit costs for the low bid as shown on
Option 4 in Exhibit B. Subtracting the amount from the letter of credit amount we will receive from Cornerstone
Properties in the amount of $21,000, the total cost to the city will be $132,784.65. The budget for the project is
$148,050.00, so we are under budget based on the unit prices. We are proposing that $10,000.00 be approved
as contingency, should unforeseen issues come up during construction, for additional mobilization, and
restoration costs for the new locations of work.

The Public Works staff will arrange trash collection and parking alternatives for businesses during the
construction to minimize inconvenience. All affected businesses will be notified of the construction.

Work on this project is scheduled to commence and be completed this fall.

STAFF RECOMMENDATION: To approve the resolution authorizing a contract with J.M. Marschuetz
Construction Company in the amount of $153,784.65, plus a contingency of $10,000.00 for the FY 2008 alley
repair project.
                                  RESOLUTION NO. 08-37


RESOLUTION APPROVING A CONTRACT WITH J.M. MARSCHUETZ CONSTRUCTION
FOR ALLEY REPAIRS – FY 2008 PROJECT
____________________________________________________________________

     NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY
OF CLAYTON, MISSOURI AS FOLLOWS:

      Section 1.    The City desires to replace three alleys as part of its alley replacement
program.

       Section 2.    Upon solicitation of bids, J.M. Marschuetz Construction Company was found
to be the lowest responsive bid for the alley replacements.

       Section 3.   The City Manager of the City of Clayton, Missouri is hereby authorized and
directed to execute on behalf of the City a contract with J.M. Marschuetz Construction Company in
an amount not to exceed One Hundred and Fifty-Three Thousand, Seven Hundred and Eighty
Four Dollars and 65/100 Cents ($153,784.65) in substantially the form attached hereto as Exhibit
A.

       Section 4.   The City Manager is authorized to execute Change Orders in an amount
not in excess of Seven Thousand, dollars ($10,000.00).

       Section 6.   This resolution shall be in full force and effect from and after its passage
by the Board of Aldermen.


      Passed this 23rd day of September, 2008.


                                         ____________________________
                                                    Mayor


ATTEST:

__________________________
       City Clerk




                                           Page 2 of 18
                                                                                                              EXHIBIT A

                                                                             ALLEY REPAI RS - FY 2008
                                                                                      CITY OF CLAYTON
                                                                                   Department of Public Works


Bid Date: September 18, 2008
Bid Time: 2:00 pm

                                                                                    J.M Marschuetz                  Southern Ditching                  R.V. Wagner                   Gershenson               Maxim Construction
                             BASE BIDS
Item No.                      Description                  Unit   Quantity    Unit Price   Extended Price      Unit Price      Extended Price   Unit Price   Extended Price   Unit Price   Extended Price Unit Price Extended Price

   1       Clearing, Grading & Restoration                  LS            1 $14,187.59          $14,187.59       $9,400.00          $9,400.00   $32,900.00      $32,900.00    $18,877.50      $18,877.50       $0.00           $0.00
   2       Type 1 Aggregate Base, 4" thick                  SY        1,547        $4.89          $7,564.83          $8.50         $13,149.50        $5.46       $8,446.62         $7.00      $10,829.00      $10.44      $16,150.68
   3       8" Concrete Pavement                             SY        1,440       $53.86        $77,558.40          $64.55         $92,952.00       $59.92      $86,284.80       $70.00      $100,800.00      $89.00     $128,160.00
   4       Rebuild Manholes                                 VF            7     $682.83           $4,779.81        $200.00          $1,400.00     $283.00        $1,981.00      $350.00         $2,450.00    $800.00       $5,600.00
   5       Remove & Replace Concrete Curb Ramps             SF         100        $13.51          $1,351.00         $22.25          $2,225.00       $15.00       $1,500.00       $20.00         $2,000.00     $15.00       $1,500.00
   6       Remove & Replace Concrete Sidewalk               SF         175         $4.72            $826.00          $6.95          $1,216.25       $12.00       $2,100.00         $5.50          $962.50     $15.00       $2,625.00
   7       Remove & Replace Concrete Curb & Cutter          LF           74       $23.95          $1,772.30         $38.10          $2,819.40       $30.00       $2,220.00       $29.00         $2,146.00     $32.00       $2,368.00
   8       Pinned-On Concrete Curb (4")                     LF           41       $10.99            $450.59          $9.50            $389.50       $11.75         $481.75       $15.00           $615.00     $32.00       $1,312.00
   9       Pinned-On Concrete Curb (8")                     LF         102        $11.46          $1,168.92         $12.00          $1,224.00       $15.00       $1,530.00       $20.00         $2,040.00     $36.00       $3,672.00
   10      Traffic Control                                  LS            1    $3,144.97          $3,144.97      $5,500.00          $5,500.00     $700.00          $700.00     $5,000.00        $5,000.00   $4,000.00      $4,000.00
   11      Mobilization                                     LS            1    $2,256.85          $2,256.85      $5,635.00          $5,635.00    $3,900.00       $3,900.00    $19,500.00      $19,500.00    $1,000.00      $1,000.00
                                                         Total Base Bid                      $115,061.26                        $135,910.65             (1) $142,044.17                    $165,220.00            (2)   $166,387.68


                             ALTERNATE BIDS                                         J.M. Marschuetz                 Southern Ditching                  R.V. Wagner                   Gershenson               Maxim Construction

Item No.                      Description                  Unit   Quantity    Unit Price   Extended Price      Unit Price      Extended Price   Unit Price   Extended Price   Unit Price   Extended Price Unit Price Extended Price

   1       Remove & Replace Grated Inlet Structure          ES            1     $955.15             $955.15      $3,860.00          $3,860.00    $1,840.00       $1,840.00     $5,000.00        $5,000.00   $1,200.00      $1,200.00

   2       Remove & Replace Storm Drain                     LF         100        $11.06          $1,106.00         $19.80          $1,980.00       $19.70       $1,970.00       $50.00         $5,000.00     $50.00       $5,000.00

   3       Overexcavation                                   CY         150        $45.88          $6,882.00         $40.00          $6,000.00       $50.00       $7,500.00       $65.00         $9,750.00     $16.00       $2,400.00

                                                         Total Base Bid                           $8,943.15                      $11,840.00                    $11,310.00                    $19,750.00                    $8,600.00



Notes:
(1) R.V. Wagner's Bid stated Total Base Bid as $142,044.20; which is over the sum of the Extended Prices by $0.03.
(2) Maxim Construction's Bid stated Total Base Bid as $174,262.68; which is over the sum of the Extended Prices by 7,875.00.
                                                                                              EXHIBIT B


                                                       COST COMPARISON OF SCOPE CHANGE
                                                                                    ALLEY REPAIRS FY-2008

                                                                                        Project: PW-2008-11


                                                                                                            Original Scope of Work (1)                      Proposed Scope of Work (4)
                                                                                       Marschuetz              Plan                Marschuetz                   Plan              Marschuetz
Item                              Description                                 Unit
                                                                                       Unit Price             Quantity            Extended Price               Quantity          Extended Price
  1    Clearing, Grading, and Restoration                                      LS        $14,187.59                         1             $14,187.59                      1.00        $14,187.59
  2    Type 1 Aggregate Base, 4” thick                                         SY               $4.89                  1,547                $7,564.83                1,996.00          $9,760.44
  3    8” Concrete Pavement                                                    SY             $53.86                   1,440              $77,558.40                 1,889.00        $101,741.54
  4    Rebuild Manholes                                                        VF           $682.83                         7               $4,779.81                   15.00         $10,242.45
  5    Remove and Replace Concrete Curb Ramps                                  SF              $13.51                    100                $1,351.00                  100.00          $1,351.00
  6    Remove and Replace Concrete Sidewalk                                    SF               $4.72                    175                  $826.00                  175.00            $826.00
  7    Remove and Replace Concrete Curb and Gutter                             LF              $23.95                      74               $1,772.30                    74.00         $1,772.30
  8    Pinned-On Concrete Curb (4")                                            LF              $10.99                      41                 $450.59                    41.00           $450.59
  9    Pinned-On Concrete Curb (8")                                            LF              $11.46                    102                $1,168.92                  102.00          $1,168.92
 10 Traffic Control                                                            LS          $3,144.97                        1               $3,144.97                     1.00         $3,144.97
 11 Mobilization                                                               LS          $2,256.85                        1               $2,256.85                     1.00         $2,256.85
 A1 Remove and Replace Grated Inlet Structure                                  EA            $955.15                        1                 $955.15                     0.00             $0.00
 A2 Remove and Replace Storm Drain                                             LF               11.06                    100                $1,106.00                     0.00             $0.00
 A3 Overexcavation                                                             CY             $45.88                     150               $6,882.00                   150.00          $6,882.00
                                                                                              TOTAL                                      $124,004.41                                 $153,784.65


Notes:
(1) Original Scope includes the Lyle-Lee Alley and Plush Pig Alley (N-S alley W. of Bemiston, S. of Forsyth and a portion of the E-W alley W. of Bemiston, N of Carondelet)
(4) Proposed Scope includes the Lyle-Lee Alley and Forest Court - Westwood Alley and Wydown Forest (west) Alley
City of Clayton, Missouri                                                  Alley Repairs – FY 2008


                                 CITY-CONTRACTOR AGREEMENT

        This Agreement is made and entered into the 24th day of September, 2008, by and

between the City of Clayton, Missouri (hereinafter the "City") and J.M. Marschuetz Construction

Company a Corporation with offices at 15 Truitt Drive, Eureka, Missouir 63025 (hereinafter the

"Contractor"). The project shall be identified as Alley Repairs – FY 2008, Project No.: PW-2008-

11.


                                           WITNESSETH:

        The Contractor and the City for the consideration set forth herein agree as follows:


                                             ARTICLE I

                                     The Contract Documents

        The Contract Documents consist of the General Conditions of City-Contractor

Agreement, Non-Collusion Affidavit, Performance and Payment Bond, Specifications, Drawings,

the Construction Schedule, all Addenda and all Modifications issued after execution of this

Contract, which together with this Agreement form the Contract, and are all as fully made a part

of the Contract as if attached to this Agreement or repeated herein. All definitions set forth in

the General Conditions of City-Contractor Agreement are applicable to this Agreement. This

Contract cannot be modified except by duly authorized and executed written amendment.


                                             ARTICLE II

                                           Scope of Work


        The Contractor, acting as an independent contractor, shall do everything required by the

Contract Documents.         Contractor represents and warrants that contractor has special skills

which qualify contractor to perform the Work in accordance with the Contract and that contractor

is free to perform all such Work and is not a party to any other agreement, written or oral, the

performance of which would prevent or interfere with the performance, in whole or in part, of the

Work.


PW-2008-11                             City-Contractor Agreement                               C-1
City of Clayton, Missouri                                                Alley Repairs – FY 2008


                                           ARTICLE III

                                      Time of Completion


       All time limits stated in the Contract Documents are of the essence. The Work to be

performed under this Contract shall commence within ten (10) days of the date of the written

Notice to Proceed from the City to the Contractor and shall be completed within Sixty (60)

consecutive calendar days from and including the date of said written Notice to Proceed.



                                           ARTICLE IV

                              The Contract Sum and Payments


       Based upon Applications for Payment and an Invoice duly delivered by the Contractor

to the City by the twentieth day of the month for work performed, in accordance with the

Contract, the City shall pay the Contractor for the performance of the Work, the sum of

________________________________________ (the "Contract Sum") as follows:


       (a) On or about the tenth day of each following month, ninety percent (90%) of the

portion of the Contract Sum properly allocable to labor, materials and equipment incorporated

into the Work, and ninety percent (90%) of the portion of the Contract Sum properly allocable to

materials and equipment delivered and suitably stored at the site to be incorporated into the

Work, through the period ending up to the twentieth of the preceding month, less the aggregate

of all previous progress payments;


       (b) Within thirty (30) days of substantial completion of the Work, a sum sufficient to

increase the total payments to ninety percent (90%) of the Contract Sum; and

       (c) Final payment within thirty (30) days after the Work is certified by the City as fully

completed and accepted by the City including any required documentation.

       (d) The foregoing schedule shall not apply if contrary to federal funding requirements or

unless funds from a state grant are not timely received.


PW-2008-11                           City-Contractor Agreement                               C-2
City of Clayton, Missouri                                                  Alley Repairs – FY 2008

           (e) Estimates of work performed and materials delivered shall be finally determined by

the City.

           (f)   The foregoing retainage amounts are agreed to be required to ensure performance

of the Contract.

           (g) Payment shall be deemed made when mailed or personally delivered, whichever is

earlier.



                                             ARTICLE V

                                      Performance of the Work


           (a) Within fourteen (14) calendar days after being awarded the Contract, the Contractor

shall prepare and submit for the City's approval (1) a Construction Schedule for the Work in a

bar chart format which Construction Schedule shall indicate the dates for starting and

completing the various stages of construction on a street by street basis and (2) a Traffic

Control Plan indicating the location of all proposed signage, detours, road closures throughout

the project which adequately address the traffic control plan of the proposed work. All traffic

control shall be according to the standards of the Manual on Uniform Traffic Control Devices

(Millenium Edition) developed by the Federal Highway Administration. No work will commence

until the Contractor's Schedule and Traffic Control Plan is submitted and approved by the City.

The Contractor shall be required by the Director of Public Works to substantially finish portions

of the Work prior to continuation of further work remaining on the project, including backfilling,

paving, sodding or cleanup.


           (b) Completion of the Work in accordance with the time limits set forth in the

Construction Schedule is an essential condition of this Contract.       If the Contractor fails to

complete the Work in accordance with the Construction Schedule, unless the delay is excusable

under the provisions of Article VI hereof, the Contractor shall pay the City as liquidated

damages and not as a penalty, the sum of $ 500.00 for each calendar day the Contractor fails to



PW-2008-11                             City-Contractor Agreement                              C-3
City of Clayton, Missouri                                                    Alley Repairs – FY 2008

comply with the Construction Schedule. The total amount so payable to the City as liquidated

damages may be deducted from any sums due or to become due to Contractor from City.


       (c) After Commencement of the Work, and until final completion of the Work, the

Contractor shall report to the City as such intervals as the City may reasonably direct, the actual

progress of the work compared to the Construction Schedule. If the Contractor falls behind the

Construction Schedule for any reason, he shall promptly take, and cause his Subcontractors to

take, such action as is necessary to remedy the delay, and shall submit promptly to the City for

approval a supplementary schedule or progress chart demonstrating the manner in which the

delay will be remedied; provided, however, that if the delay is excusable under Article VI hereof,

the Contractor will not be required to take, or cause his Subcontractors to take, any action which

would increase the overall cost of the Work (whether through overtime premium pay or

otherwise), unless the City shall have agreed in writing to reimburse the Contractor for such

increase in cost. Any increase in cost incurred in remedying a delay which is not excusable

under Article VI hereof shall be borne by the Contractor.



                                           ARTICLE VI

                              Delays Beyond Contractor's Control


       (a) If the Contractor fails to complete the Work in accordance with the Construction

Schedule solely as a result of the act or neglect of the City, or by strikes, lockouts, fire or other

similar causes beyond the Contractor's control, the Contractor shall not be required to pay

liquidated damages to the City pursuant to paragraph (b) of Article V hereof, provided the

Contractor uses his best efforts to remedy the delay in the manner specified in paragraph (c) of

Article V hereof. If, as a result of any such cause beyond the Contractor's control, the delay in

completion of the Work in accordance with the Construction Schedule is so great that it cannot

be remedied in the aforesaid manner, or if the backlog of Work is so great that it cannot be

remedied without incurring additional cost which the City does not authorize, then the time of



PW-2008-11                           City-Contractor Agreement                                   C-4
City of Clayton, Missouri                                                 Alley Repairs – FY 2008

completion and the Construction Schedule shall be extended pursuant to a Change Order for

the minimum period of delay occasioned by such cause. The period of delay and extension

shall be determined by the City.

        (b) Notwithstanding the foregoing paragraph (a), no extension of time or other relief

shall be granted for any delay the cause of which occurs more than seven (7) days before claim

therefor is made in writing by the Contractor to the City, and no extension of time shall be

granted if the Contractor could have avoided the need for such extension by the exercise of

reasonable care and foresight. In the case of a continuing cause of delay, only one claim is

necessary.

        (c) Weather shall not constitute a cause for granting an extension of time.

        (d) In the event a delay is caused by the City, the Contractor's sole remedy shall

consist of his rights under this Article VI.


                                               ARTICLE VII

                                        Changes in the Work


        (a) The City may make changes within the general scope of the Contract by altering,

adding to or deducting from the Work, the Contract Sum being adjusted accordingly. All such

changes in the Work shall be executed under the General Conditions of the Contract. No extra

work or change shall be made except pursuant to a Change Order from the City in accordance

with the General Conditions. Any claim for an increase in the Contract Sum resulting from any

such change in the Work shall be made by the Contractor in accordance with the General

Conditions.


        (b) If the requested change would result in a delay in the Construction Schedule, the

provisions of paragraph (c) of Article V and of Article VI hereof shall apply. If the requested

change would result in a decrease in the time required to perform the Work, the completion date

and the Construction Schedule shall be adjusted by agreement between the parties to reflect

such decrease.


PW-2008-11                             City-Contractor Agreement                             C-5
City of Clayton, Missouri                                                  Alley Repairs – FY 2008

       (c) Any adjustment in the Contract Sum for duly authorized extra work or change in the

Work shall be determined based on the unit prices previously specified, to the extent such unit

prices are applicable. To the extent such unit prices are not applicable, the adjustment in the

Contract Sum shall, at the option of the City, be determined by an acceptable lump sum

properly itemized and supported by sufficient substantiating data to permit evaluation, or by an

acceptable cost plus percentage or fixed fee.



                                          ARTICLE VIII

                                          Termination


       (a) If the Contractor is adjudged insolvent or bankrupt, or if the Contractor makes a

general assignment for the benefit of creditors, or if a receiver is appointed on account of the

Contractor's insolvency, or if the Contractor fails, except in cases for which extension of time is

provided, to make progress in accordance with the Construction Schedule, or if the Contractor

fails to make prompt payment to Subcontractors for material or labor, or persistently disregards

laws, ordinances or the instructions of the City, or otherwise breaches any provision of the

Contract, the City may, without prejudice to any other right or remedy, by giving written notice to

the Contractor, terminate the Contract, take possession of the Work and of all materials and

equipment thereon and finish the Work by whatever method the City may deem expedient. In

such case, the Contractor shall not be entitled to receive any further payment until the Work is

finished. If the unpaid balance of the Contract Sum shall exceed the expenses of finishing the

Work, including additional architectural, managerial and administrative expenses, such excess

shall be paid to the Contractor. If such expenses shall exceed the unpaid balance of the

Contract Sum, the Contractor shall pay the difference to the City promptly upon demand.


       In the event of termination pursuant to this paragraph, the Contractor, upon the request

of the City, shall promptly




PW-2008-11                          City-Contractor Agreement                                  C-6
City of Clayton, Missouri                                                   Alley Repairs – FY 2008

               (i) assign to the City in the manner and to the extent directed by the City all

       right, title and interest of the Contractor under any subcontracts, purchase orders and

       construction equipment leases to which the Contractor is a party and which relate to the

       Work or to construction equipment required therefor, and

               (ii) make available to the City to the extent directed by the City all construction

       equipment owned by the Contractor and employed in connection with the Work.

       (b) Performance of the Work hereunder may be terminated by the City by giving three

(3) days prior written notice to the Contractor. In the event of termination, under this paragraph

(b) the Contract Sum shall be reduced by the percentage of work not completed on the date of

termination.


                                           ARTICLE IX

                                     Contractor's Insurance

       Contractor’s insurance shall be endorsed to cover the contractual liability of the

Contractor under the General Conditions referring to Property Insurance.



                                             ARTICLE X


                                             Indemnities

       (a)     Liability:     Contractor indemnifies, defends, and holds the City harmless for

all third party claims or suits for libel, slander, property damage, and bodily injury, including

death, because of the Contractor’s negligence, general liability or product liability that arise out

of the Project or anyone directly or indirectly employed by the Contractor or anyone for whose

acts the City may be liable, regardless of whether caused in whole or in part by the City’s

negligence. These obligations include all judgments or awards recovered from the claims or

suits, including court costs and attorney fees.


       (b)     Professional Liability: Contractor indemnifies and holds the City harmless for all

third-party claims or suits for damages, including consequential or economic damages, to the


PW-2008-11                           City-Contractor Agreement                                  C-7
City of Clayton, Missouri                                                     Alley Repairs – FY 2008

extent caused by the negligent acts, errors or omissions of the Contractor, its subcontractors,

anyone directly or indirectly employed by any of them, or anyone for whose acts any of them

may be liable in performing professoinal services under this Agreement. These obligations

include all judgments or awards recovered from the claims or suits, including court costs and

attorney fees.

       (c)       Other Indemnities:     Contractor indemnifies, defends, and holds the City

harmless for all third-party claims or suits for fines, penalties, liquidated damages or any other

damages of whatsoever nature to the extent caused by the negligence or wrongdoing of the

Contractor, its subcontractors, anyone directly or indirectly employed by any of them, or anyone

for whose acts any of them may be liable. These obligations include all judgments or awards

recovered from the claims or suits, including courts costs and attorney fees.

       (d)       Contractor agrees that its indemnity obligations set forth in this Article will not be

affected in any way by any limitation on the amount or type of damages, compensation, or

benefits payable by or for the City, the Contractor, or any of the subcontractors under workers’

compensation acts, employer’s liability insurance, or other employee benefit acts.



                                               ARTICLE XI


                                                Insurance

       (a) Except to the extent set forth in Section (b) of this Article, the Contractor will

purchase and maintain the following insurance to cover its operations under this Agreement

without limiting the liability of the Contractor under this Agreement. This insurance will be

provided by insurance companies acceptable to the City and licensed to do business in each

jurisdiction where the Work is performed.


                 1.   Workers’ Compensation Insurance in full compliance with workers’

compensation laws of the State of Missouri together with Employer’s Liability Coverage with

minimum limits of liability in the amount of $2,000,000.00 for each accident and each disease.



PW-2008-11                             City-Contractor Agreement                                   C-8
City of Clayton, Missouri                                                  Alley Repairs – FY 2008

                2.     Commercial Automobile Liability Insurance under Form CA 00 01, covering

all owned hired, and non-owned vehicles, with minimum combined single limits of liability of

$2,000,000 for each accident.

                3.     Commercial General Liability Insurance, and, if necessary, excess liability

insurance on a “true following-form” basis, all of which is written on an occurrence basis, with

the following minimum limits of liability:


                General Aggregate                                    $2,000,000.00


                Products/completed operations aggregate              $2,000,000.00


                Personal and advertising injury                      $2,000,000.00


                Each occurrence                                      $2,000,000.00


                Fire damage legal liability                          $2,000,000.00


                Medical expenses                                     $ 500,000.00


                4.     Professional Liability Insurance with      minimum limits of liability of

$2,000,000.00 each claim, $2,000,000.00 aggregate.

                5.     Owner’s and Contractor’s Protective Liability Policy, including Death

$2,000,000.00        each   occurrence;   Property   Damage    $2,000,000.00   each   occurrence,

$2,000,000.00 aggregate.

        (b) The Commercial General Liability and the Commercial Automobile Liability

Insurance coverages and their respective limits set forth in Section (a) of this Article are being

explicitly required and obtained to insure the indemnity obligations set forth in Section (a) of

Article X to meet the requirements of  434.100.2(8) R.S.Mo. The parties further acknowledge

that the cost of these insurance coverages is included in the Contract Price and that the limits

and coverages afforded by them is the Contractor’s total aggregate liability under the indemnity

obligations set forth in Section (a) of Article X.


PW-2008-11                            City-Contractor Agreement                               C-9
City of Clayton, Missouri                                                    Alley Repairs – FY 2008

       (c) Contractor’s Commercial Automobile Liability, Commercial General Liablity, and

Professional Liability policies – and any excess policies necessary to meet the required limits –

will include contractual liability coverage. The City will be named as an additional insured on the

Contractor’s Commercial General Liability policy by using ISO Additional Insured Endorsement

(Form B), CG 20 10 11 85. The Commercial General Liability, Commercial Automobile Liability

and required excess policies will include a severability or cross-liability clause and such

insurance will be endorsed to make such insurance primary with respect to any applicable

insurance maintained by the City. The Contractor’s Workers’ Compensation and Employer’s

Liability policy will include the Owner as an alternate employer by using ISO Alternate Employer

WC 00 03 01A.

       (d) Contractor waives any rights of subrogation under its Professional Liability

Insurance policy for the City’s benefit and is doing so before commencing any of the Work.

       (e) Contractor will furnish an insurance certificate to Owner evidencing that it has met

the insurance requirements of this Article, including attaching the requisite additional insured,

primary and alternate employer endorsements. These documents must be provided before

beginning the Work and upon each renewal of the coverage during the performance of the

Work. The certificate will provide that thirty-days written notice will be given to City before any

policy is canceled. Contractor will give written notice to City as soon as it receives written notice

of cancellation from any of its insurance carriers. The certificate of insurance must clearly

designate the name of the Project.



                                           ARTICLE XII
                                            The Work


       The Contractor shall furnish all labor, materials and equipment necessary to repair alleys

within the project limits. The Scope of Work includes improvements to various alleys within the

City and provides for concrete removal, installation of concrete slabs, traffic control and other

incidental items as shown in the Specifications.



PW-2008-11                           City-Contractor Agreement                                  C-10
City of Clayton, Missouri                                          Alley Repairs – FY 2008


                                           ARTICLE XIII

                                              Notices


       Any notice hereunder shall be personally delivered or mailed, postage prepaid, by

certified mail, return receipt requested addressed to:




               City of Clayton

               10 N. Bemiston Avenue

               Clayton, Missouri 63105

               Attention: Public Works Department



               or to Contractor at:



               J.M. Marschuetz Construction Company

               15 Truitt Drive

               Eureka, Missouri 63025

               Attention: Todd Wall




PW-2008-11                            City-Contractor Agreement                      C-11
City of Clayton, Missouri                                                 Alley Repairs – FY 2008



          * In making out this form the proper name and title should be used. For example, if the

Contractor is a corporation and this form is to be executed by its president, the words President

should be used under Title. Attestation should be done by the Secretary of the Corporation.


          IN WITNESS WHEREOF, the parties hereto have executed this Agreement:


                                                                 CITY OF CLAYTON

                                                     By:___________________________
                                                                  City Manager

(SEAL)

Attest:


                   City Clerk

DATE:




                                                     By:
                                                                      Contractor


                                                                         Title

(SEAL)

Attest:



DATE:




PW-2008-11                           City-Contractor Agreement                              C-12
                         City Manager
                         10 N. Bemiston Avenue
                         Clayton, MO 63105



                       REQUEST FOR BOARD ACTION
TO:            MAYOR LINDA GOLDSTEIN; BOARD OF ALDERMEN

FROM:          CRAIG OWENS, CITY MANAGER (CSO)
               JUDY KEKICH, COMMUNICATIONS COORDINATOR

DATE:          SEPTEMBER 23, 2008

SUBJECT:       MOTION – APPROVING THE LOAN OF THE SCULPTURE HERCULES AND
               THE HYDRA FROM THE SAINT LOUIS ART MUSEUM



In the summer of 2001, the Board approved a loan of the sculpture Five Rudders by Alexander Calder
from Washington University during the construction of the University’s Mildred Lane Kemper Museum.
The City constructed a base in Centennial Garden in Shaw Park where the piece was installed. In the
summer of 2006, construction of the Kemper Museum and outdoor sculpture garden was completed and
arrangements were made to return the sculpture to the Washington University campus.

The Clayton Art Commission (CAC) has been searching for a piece to replace the Calder ever since.
Several possibilities were pursued that were ultimately unsuccessful. Bev Wagner, the current chair of
the Art Commission, has been corresponding with Brent Benjamin, the Director of the Saint Louis Art
Museum, explaining the availability of the highly visible site in Shaw Park and requesting the loan of a
work of art from the museum for the duration of the museum’s expansion, approximately two to three
years.

Ms. Wagner recently received word from the Director that the museum would consider the loan of the
bronze sculpture Hercules and the Hydra created by Mathias Gasteiger in 1929. This is a very dynamic,
classical sculpture depicting the second labor of Hercules. It shows the hero of Greek mythology
struggling with the Hydra, a five-headed snake, which destroyed crops and people with its poisonous
breath (photo attached). Currently, the Hercules is located outside the south entrance of the museum,
and it must be moved during construction to expand the museum.

Mr. Benjamin indicated that the city would be responsible for costs related to transportation, installation
and insurance of the piece, which would total $14,500. The CAC currently has $3,000 remaining of its
allocation from the FY 2008 budget. A total of $4,500 was allocated in FY 2009, plus $5,000 has been
set aside for the replacement of the Calder. If the commission was allowed to combine these three
amounts totaling $12,500, it would leave a shortfall of $2,000. Perhaps the funds would be available in
the Boards and Commissions account, or fundraising may be considered.

Mr. Benjamin indicated that it could take six to eight weeks for the museum to work through its loan
approval and transfer process, which means that, pending approval by the Parks & Recreation
Commission and the Board of Aldermen, installation could occur as early as October.
At a special meeting of the CAC on September 2, the CAC voted unanimously to recommend that the
Board of Aldermen approve a loan with the St. Louis Art Museum for the sculpture Hercules and the
Hydra to be installed on the base in Centennial Garden in Shaw Park.

The Parks and Recreation Commission will consider this issue at their next meeting on Monday,
September 22. The results of their consideration will be forwarded to you as soon as possible.

Recommendation: To consider a motion authorizing the City Manager to execute an agreement with
the Saint Louis Art Museum to loan the City of Clayton the Mathias Gasteiger sculpture Hercules and the
Hydra to be installed in Centennial Garden in Shaw Park, the costs of which would total $14,500.

								
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