DRAFT

02/08/12 5:06 PM

THE PENROSE/OFALLON COMMUNITY IMPROVEMENT DISTRICT

City Of St. Louis, Missouri 2012

SLC-6173157-4

EXHIBITS EXHIBIT A EXHIBIT B DISTRICT LEGAL DESCRIPTION DISTRICT BOUNDARY MAP

PETITION TO ESTABLISH THE PENROSE/OFALLON COMMUNITY IMPROVEMENT DISTRICT This petition (Petition) to establish a Community Improvement District within a certain limited portion of the City of St. Louis, Missouri (the City), is submitted to the City in accordance with the Community Improvement District Act as set forth in Sections 67.1401 through 67.1571 of the Revised Statutes of Missouri, as amended (the Act). As set forth herein, the persons and/or entities signing this Petition in accordance with the Act (Petitioners) request that the governing body of the City (the Board of Aldermen) hold a public hearing and approve this Petition and establish the Community Improvement District as described herein and in accordance with the Act. 1. A. DESCRIPTION OF THE DISTRICT Name of District The name of the District shall be The Penrose/OFallon Community Improvement District (the District). B. Legal Description The District includes all of the real property (the District Property) legally described on Exhibit A attached hereto and made a part hereof. C. Boundary Map A map illustrating the boundaries of the District is attached hereto and made a part hereof as Exhibit B (District Boundary Map). 2. PETITIONERS Based on the tax records of the City of St. Louis as of the date of filing this Petition, Petitioners: (a) (b) 3. collectively own more than fifty percent (50%) by assessed value of the District Property; and collectively represent more than fifty percent (50%) per capita of all owners of the District Property.

FIVE YEAR PLAN A. Purposes of the District

The District will play a very pivotal role in the continued growth and development of the Penrose/OFallon neighborhood. The District will serve as a community strengthening tool designed to provide services to and improvements for the District Property. The District is designed to provide a source of revenue to be used to facilitate community improvement projects to increase the use and value of the District Property. The principal objective of the District is to provide a vehicle for the funding of the improvements and services listed below and the financing and reimbursement of such expenditures through District revenues, including receipts from the imposition of the sales and use tax of not more than one percent (1%) on all retail sales made within the District which may be subject to taxation pursuant to the Act as further provided for in Section 8. In addition to providing for and causing the completion of the Project, as defined hereinafter, the purposes of the District are to: (a) (b) (c) (d) (e) Issue notes or enter into other obligations of the District to fund the cost of the Project (District Obligations); Enter into contracts or other agreements in order to complete or cause completion of the Project and other purposes of the District; Implement the Project; Levy retail sales and use tax in accordance with the Act for a maximum of twenty (20) years (the District Sales Tax); Exercise any authorized purpose of the District pursuant to and in accordance with the Act.

B. Services and Improvements (the Project) The District will provide certain services and construct, reconstruct, install, repair, maintain, and equip various public improvements, as described herein (collectively, the services and improvements shall be referred to as the Project). The Project may be completed in one or more phases. Services and improvements contemplated by the District may include, but are not limited to: 1. Security and Public Safety Services in this category may include, but are not limited to (a) the contracting of security services to private security providers, off duty police officers, or a local police department; (b) the purchase, installation, and maintenance of security cameras within the district; (c) the purchase of communication equipment designed to address security related issues; (d) the purchase, installation, and maintenance of lighting for the security of the district; and (e) the purchase of bicycles or automobiles for security personnel.

2. Cleaning, Maintenance and Public Improvements Services in this category may include the contracting of cleaning services to a maintenance provider. Those maintenance activities may include, but are not limited to (a) scheduled street sweeping and cleaning; (b) additional trash collection; (c) landscape and streetscape maintenance within the District; (d) maintenance of street furniture, public art, decorations, improvements, banners, lighting, and signage; (e) graffiti removal; and (f) the purchase of equipment to assist in the above-listed cleaning and maintenance services. Services in this category may include, but are not limited to (a) the purchase, installation, and maintenance of street lighting within the District; (b) the purchase, installation, and maintenance of street furniture; (c) the purchase, installation, and maintenance of beautification materials throughout the District, including seasonal and holiday decorations and landscaping; (d) the contracting of services for installation of street improvements throughout the District; (e) the matching of funds for grants and projects intended to benefit the District; and (f) the purchase and installation of wayfinding signage throughout the District. 3. Marketing, Advertising, Promotion, Branding and Special Events

Services in this category may include, but are not limited to (a) the contracting of services for the purposes of marketing, advertising and promotion of the District; (b) the purchase of marketing materials such as banners, way-finding markers, newsletters, and other promotional materials; (c) the contracting of services for the planning and implementation of District-wide events; (d) funds to help in the planning, coordination, and implementation of District-wide events; (e) the purchase or lease of tents, bleachers, and other similar equipment for use at District-wide events, and (e) professional fees of the District. In addition to the above-described items, the Project may be expanded or limited as decided by the Board, as hereinafter defined. The Board shall have the authority to implement such other services and improvements as contemplated by the Act. C. Budget The Project will be funded from the District Sales Tax. The estimated costs of the Project to be incurred by or on behalf of the District during the first five years are approximately $100,000. It is anticipated the District Sales Tax will generate approximately $20,000 in the first full fiscal year of the District. The actual revenue collected and Project expenses incurred may vary from the Budget. D. Powers The District shall have the powers provided for in 67.1461 of the Act, subject to the limitations set forth herein.

4. A.

GOVERNANCE OF THE DISTRICT Type of District The District shall be a separate political subdivision governed by a board of directors (Board) and shall have all of the powers authorized and/or granted by the Act. B. Board of Directors 1. Number The District shall be governed by a Board consisting of five (5) directors (the Directors and each a Director). 2. Qualifications Each Director, during his or her term, shall meet the following requirements: (a) (b) (c) (d) be a citizen of the United States of America; be a Missouri resident for at least one (1) year prior to appointment to the Board; be at least 21 years of age; and be either an owner of commercial real property or its legally authorized representative within the District (Property Owner), or an owner of a retail, restaurant, or hotel business or its legally authorized representative operating within the District (Business Owner).

3. Terms of Initial Directors Two (2) of the Directors initially appointed by the Mayor with the consent of the Board of Aldermen shall serve an initial term of four (4) years and three (3) of the Directors initially appointed by the City shall serve an initial term of two (2) years. The initial Directors shall serve for the term set out in the Ordinance of the Board of Aldermen appointing them. In the event, for any reason, a Director is not able to serve his or her full term (Existing Director), any vacancy to the Board shall be filled in accordance with the Act. 4. Terms of Successor Directors 4

Successor Directors shall serve four (4) year terms on the Board and shall be appointed by the Mayor with the consent of the Board of Aldermen by resolution. 5. REAL PROPERTY TAXES The District shall have no power to levy a real property tax upon District Property; as such, the maximum rate of real property taxes within the District is zero. 6. SPECIAL ASSESSMENTS The District shall have no power to impose a special assessment; as such, the maximum rate of special assessment imposed by the District on District Property is zero. 7. ASSESSED VALUE As of the date of this Petition, the total assessed value of all of the real property within the District is $3,594,560, according to the records of the City of St. Louis Assessors Office as of the last completed assessment. 8. SALES TAXES Pursuant to Section 67.1545 of the Act, the District may, by resolution, impose a District sales and use tax on all retail sales made within the District which are subject to taxation pursuant to Sections 144.010 to 144.525 of the Revised Statutes of Missouri (excepting such sales as set forth in the Act), at a rate not to exceed one percent (1%) for a maximum of twenty (20) years. 9. LIFE OF DISTRICT The proposed length of time for the existence of the District is perpetual. REQUEST TO ESTABLISH DISTRICT By execution and submission of this Petition, the Petitioners request that the Board of Aldermen hold a public hearing in accordance with Section 67.1421 of the Act and adopt an ordinance to establish the District as set out in this Petition and in accordance with the Act and this Petition. 11. BLIGHT DETERMINATION This Petition does not include a request for a determination of blight for any real property within the District.

12.

NOTICE TO PETITIONERS The signature of the undersigned may not be withdrawn later than seven (7) days after this Petition is filed with the City Register of the City of St. Louis (acting as the city clerk under the Act).

13.

BORROWING CAPACITY AND REVENUE GENERATION The District shall have all powers and authority provided in the Act to borrow revenue in order to complete the Project, and to provide services and complete such improvements as are necessary and desirable to the District. The District shall have the authority, as set forth above, to levy a retail sales tax and use tax in accordance with the Act in order to generate revenue for the District. Petitioners do not seek to limit the borrowing capacity or revenue generation of the District and anticipate the pledge of revenues by the District to obligations issued, to fund the Project or other purposes of the District as set forth in this Petition.

14.

DISTRICT POWERS The District shall have all powers granted under the Act to carry out its purposes as set forth herein. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

EXHIBIT A DISTRICT LEGAL DESCRIPTION THE PENROSE/OFALLON COMMUNITY IMPROVEMENT DISTRICT Beginning at the intersection of the center lines of Natural Bridge Avenue and Shreve Avenue located in the City of St. Louis, Missouri and proceeding northwardly along the centerline of Shreve Avenue to its intersection with the western prolongation of the center line of an east-west alleyway located in City Block 5303.00, thence eastwardly along the centerline of said alleyway to the centerline of Marcus Avenue; thence northwardly along the centerline of Marcus Avenue to the western prolongation of the north line of Parcel 44080000100; thence eastwardly along the north boundary of said Parcel to the northeast corner of said Parcel; thence southwardly along the east line of said Parcel to the northwest corner of Parcel 44080001600; thence eastwardly along the north line of said Parcel to the northeast corner of said Parcel; thence northwardly along the east line of Parcel 44080001550 to the center line of an east-west alleyway located in City Block 4408.01; thence eastwardly along the center line of said alley to the northwest corner of Parcel 44090203300; thence northwardly along the northern prolongation of the western line of said parcel to a point located at the intersection of the east line of Cora Avenue and the center line of an alleyway located in City Block 4409.02; thence eastwardly along the center line of said alleyway to the northern prolongation of the east line of Parcel 44090202300; thence southwardly along the east line of said Parcel to the northwest corner of Parcel 44090202250; thence eastwardly along the north line of said Parcel continuing along the north line of Parcel 44090202200 continuing to the centerline of Taylor Avenue; thence northwardly along said center line of Taylor Avenue to the western prolongation of the center line of an east-west alleyway located in City Block 4409.01; thence eastwardly along the center line of said alley to 1

the east line of Parcel 44090103450; thence northwardly to the northwest corner of said Parcel; thence eastwardly along the north line of said Parcel and continuing eastwardly along the north line of Parcels 44090102850 and 4409012750 to the southwest corner of Parcel 44090102400; thence northwardly to the northwest corner of said Parcel; thence eastwardly along the north line of said Parcel continuing to the center line of Newstead Avenue; thence northwardly along said center line to the intersection of the center line of Newstead Avenue and the center line of Margaretta Avenue; thence westwardly along the center line of Margaretta Avenue to the southern prolongation of the west line of Parcel 44110202100; thence northwardly to the northwest corner of said Parcel; thence northwardly to the center line of an east-west alleyway located in City Block 4411.02; thence eastwardly along the center line of said alleyway to the center line of a north-south alleyway located in City Block 4411.02; thence northwardly along the centerline of said alleyway through City Blocks 4411.02 and 4411.01 to the centerline of Kossuth Avenue; thence westwardly along said centerline to the southern prolongation of the west line of the Parcel previously identified as 44120308000; thence northwardly along the west line of said Parcel and continuing northwardly across Lee Avenue and along the west line of all parcels in City Block 4413.00 fronting Newstead Avenue to the centerline of Penrose Street; thence westwardly along said centerline to the southern prolongation of the center line of a north-south alleyway located in City Block 4416.17; thence northwardly along the center line of said alleyway and its extension through City Blocks 4416.16 and 4416.05 continuing to the center line of Carter Avenue but excluding Parcel 44160501800; thence eastwardly along said center line of Carter Avenue to the center line of Newstead Avenue; thence northwardly along the center line of Newstead Avenue to the southern prolongation of the west line of Parcel 35590003100; thence northeastwardly along the west lines of said Parcel and all Parcels fronting Pope Avenue in City Block 3559.00 to the centerline of Rosalie Street; thence across Rosalie

Street to the center line of an alleyway located in City Block 3555.02; thence northeastwardly along the center line of said alleyway to the northern line of Floriss Place but excluding Parcels 35550203200 and 35550201830 and the northern half of Rosalie Street fronting Parcel 35550203200; thence northwestwardly along the northern line of Floriss Place to the center line of an alleyway located in City Block 3555.01; thence northeastwardly along the center line of said alleyway to the center line of an east-west alleyway located in City Block 3555.01; thence northwestwardly along said alleyway to the northern line of Carrie Avenue; thence northeastwardly along the northern line of Carrie Avenue to the southern line of W. Florissant Avenue; thence northwestwardly along the southern line of W. Florissant Avenue to its intersection with the southern prolongation of the centerline of E. Taylor Avenue and including Parcels 35560200200 and 35560200300; thence northeastwardly along the center line of E. Taylor Avenue to the northwestern prolongation of the northeastern line of Parcel 43990000500; thence southeastwardly along the northeastern line of said parcel and continuing along the northeastern lines of Parcels 43990000400 and 43990000300 to the southeast corner of Parcel 43990000300; thence southwestwardly along the southeastern line of said Parcel continuing to the center line of Florissant Avenue; thence southeastwardly along the center line of Florissant Avenue to its intersection with the center line of Harris Avenue; thence northeastwardly along the center line of Harris Avenue to the northwestern prolongation of the northeast line of Parcel 35410000100; thence southeastwardly along the northeast line of said Parcel to the center line of an alleyway located in City Block 3541.00; thence northeastwardly along the center line of said alleyway to the northwestern prolongation of the northeast line of the Parcel previously identified as 35410002860; thence southeastwardly along the northeast line of said Parcel continuing to the centerline of Fair Avenue; thence northeastwardly to the northwestern prolongation of the center line of an alleyway located in City Block 3542.00; thence

southeastwardly along the center line of said alleyway and southeastwardly across Adelaide Avenue and continuing southeastwardly along the center line of an alleyway located in City Block 3543; thence southeastwardly across Alice Avenue and continuing southeastwardly along the center line of an alleyway located in City Block 3544 to the centerline of Warne Avenue; thence southerly along the center line of Warne Avenue to the center line of W. Florissant Avenue; thence northwestwardly along the center line of W. Florissant Avenue to the center line of Mary Avenue; thence southwestwardly along the center line of Mary Avenue to the center line of an alleyway in City Block 3546; thence northwestwardly along the center line of said alleyway, across Alice Avenue, continuing northwestwardly along the centerline of an alleyway located in City Block 3547 to the center line of Adelaide Avenue but excluding Parcel 35470002900; thence northeastwardly along the center line of Adelaide Avenue to the southeastern prolongation of the southern line of Parcel 35480002400; thence northwestwardly along the south line of said Parcel, crossing an alleyway and following the south line of Parcel 35480002300 to the centerline of Fair Avenue; thence southwestwardly along said centerline of Fair Avenue to the southeastern prolongation of the center line of an alleyway located in City Block 3549.00; thence northwestwardly along the centerline of said alleyway to the centerline of Harris Avenue; thence northeastwardly along the centerline of Harris Avenue to the southeastern prolongation of the southeast line of Parcel 35500002400; thence northwestwardly along the south line of said Parcel to the center line of an alleyway located in City Block 3550.00; thence northeastwardly along the center line of said alleyway to the southeast prolongation of the southern line of Parcel 35500002300; thence northwestwardly along the southern line of said Parcel to the centerline of Red Bud Avenue; thence southwestwardly along said centerline to the southeastern prolongation of the center line of an alleyway located in City Block 3551.00; thence northwestwardly along the center line of said alleyway to the center line of Athlone Avenue;

thence northeastwardly along the centerline of Athlone Avenue to a point located at the southeastern prolongation of the south line of Parcel 35520001900; thence northwestwardly along the southern line of said Parcel to the center line of an alleyway located in City Block 3552.00; thence southwestwardly along the center line of said alleyway to the southeast prolongation of the south line of Parcel 35520001800; thence northwestwardly along the southern line of said Parcel to the centerline of Holly Avenue; thence northeastwardly across Holly Avenue and northwestwardly along the south line of Parcel 35530002400 to the center line of an alleyway located in City Block 3553.00; thence northeastwardly along the center line of said alleyway to the southeast prolongation of the south line of Parcel 35530002300; thence northwestwardly along the south line of said Parcel to the centerline of Clarence Avenue; thence across Clarence Avenue and continuing northwestwardly along the south line of Parcel 35540002900 to the center line of an alleyway located in City Block 3554.00; thence southwestwardly along the center line of said alleyway across Rosalie Street and continuing southwestwardly along the center line of an alley located in City Block 3560.00 to the center line of Carter Avenue but excluding therefrom Parcels 35600002800, 35600002700, and 35600002600 and the southern half of Rosalie Street fronting said Parcels; thence southwestwardly across Carter Avenue to the northeastern corner of Parcel 35710001400; thence southwestwardly along the eastern lines of said Parcel and all parcels in City Block 3571.00 fronting Newstead Avenue and continuing to the centerline of Penrose Avenue but excluding therefrom Parcel 35710001500; thence eastwardly along the centerline of Penrose Street to a point located at the northern prolongation of the east line of Parcel 35730405800; thence southwardly along said east line and the east line of all Parcels in City Blocks 3573.04, 4424, 3616, 3615 and 3614 fronting Newstead Avenue to the center line of San Francisco Avenue; thence westwardly along the centerline of W. San Francisco Avenue to the northern prolongation

of the east line of the Parcel formerly identified as 36130000100; thence southwardly along the east line of said Parcel and its southern prolongation to the center line of Sacramento Avenue but including all of Parcel 36130002900; thence eastwardly along the center line of Sacramento Avenue to the center line of Clarence Avenue; thence southwardly along the center line of Clarence Avenue to the western prolongation of the center line of an alleyway located in City Block 3609.00; thence eastwardly along the center line of said alleyway crossing Turner Avenue and continuing eastwardly along the center line of an alleyway in City Block 3608.00; thence crossing Red Bud Avenue and continuing eastwardly along the center line of an alleyway in City Block 3603.00; thence crossing Harris Avenue and continuing eastwardly along the center line of an alleyway in City Block 3602.00 to the center line of Fair Avenue; thence southwardly along the center line of Fair Avenue to the center line of Natural Bridge Avenue; thence westwardly along the center line of Natural Bridge Avenue to the center line of Harris Avenue; thence southwardly along the center line of Harris Avenue to the eastern prolongation of the center line of an alleyway in City Block 4441.09; thence westwardly along the centerline of said alleyway through City Block 4441.09 but excluding Parcels 44410900700 and 44410900750 and the western half of Harris Avenue fronting said Parcels; crossing Lambdin westwardly along the center line of the alleyway located in City Block 4441.10 but excluding parcel 44411002400; crossing Clarence Avenue westwardly along the center line of the alleyway located in City Block 4445.00 but excluding parcel 44450000850; thence westwardly across Newstead Avenue to its center line; thence northwardly along the center line of Newstead Avenue to a point that is the eastern prolongation of the south line of Parcel 44460300950; thence westwardly along the south line of said Parcel and its westward prolongation across Paris Avenue; thence westwardly along the south lines of all parcels in City Block 4446.04 fronting Natural Bridge Avenue to the western line of Taylor Avenue; thence westwardly along the south line of the Parcel formerly

identified as 44480501900 to the center line of a north-south alleyway located in City Block 4448.05; thence southwardly along the center line of said alleyway to the center line of an eastwest alleyway located in said City Block; thence westwardly along the center line of said alleyway to the center line of Cora Avenue; thence northwardly along the center line of Cora Avenue to the southeastern prolongation of the center line of an alleyway located in City Block 4450.15; thence westwardly along the center line of said alleyway to the western line of Marcus Avenue; thence westwardly along the south line of all Parcels in City Block 4451 fronting Natural Bridge Avenue and westwardly to the centerline of Shreve Avenue; thence northwardly along the centerline of Shreve Avenue to the Point of Beginning.

EXHIBIT B DISTRICT BOUNDARY MAP THE PENROSE/OFALLON COMMUNITY IMPROVEMENT DISTRICT