Vincent Schoemehl Deposition Transcript

ORIGINALPaul Guzzardo v. Grand Center, Inc., et al

Deposition of Vincent Schoemehl taken on 9/18/2012

IN THE CIRCUIT COURT OF THECITY OF ST. LOUISSTATE OF MISSOURI

PAUL GUZZARDO,

Plaintiff,

vs.

GRAND CENTER, INC., et ai,

Defendants.

No, 0922-CC01036

Deposition of VINCENT SCHOEMEHLtaken on behalf of the Plaintiff

September 18, 2012

Questions By:

MR. PAPA

INDEXPage:

5

Reporter: Sara Alice Masuga, CSR, CCRIL CSR No. 084-002993 MO CCR No. 1012(G)

MASUGA COURT REPORTING2033 HIAWATHA AVENUE

ST. LOUIS, MO 63143-1215

Page 1

Masuga Court Reporting314/680-2424

Paul Guzzardo v. Grand Center, Inc., et alDeposition of Vincent Schoemehl taken on 9/18/2012

PAUL GUZZARDO,

Page 2

For Defendants:

IN THE CIRCUIT COURT OF THECITY OF ST. LOUISSTATE OF MISSOURI

No. 0922-CCOI036

Callis, Papa, Hale & Szewczyk, PCBy John T. Papa, Esq.1326 Niedringhau5 AvenueP.O. Box 1326Granite City, IL 62040

Stinson Morrison Hecker, LLPBy Ms. Cicely I. Lubben168 N. Meramec Ave.Suite 400St. Louis, MO 63105

Defendants.

Plaintiff,

vs.

GRAND CENTER, INC., et aI,

For Plaintiff:

APPEARANCES:

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1 THE DEPOSITION OF VINCENT SCHOEMEHL was taken

2 on September 18, 2012, between the hours of eight

3 o'clock in the forenoon and six o'clock in the

4 afternoon of that day in the City of St. Louis, State

5 of Missouri, before me, Sara Alice Masuga, Certified

6 Shorthand Reporter and Certified Court Reporter within

7 the States of Illinois and Missouri, in a certain

8 cause now pending in the Circuit Court of the City of

9 St. Louis, Missouri, wherein PAUL GUZZARDO is the

10 Plaintiff and GRAND CENTER, INC., et al are the

11 Defendants, on the part of the Plaintiff, pursuant to

12 commission and notice.

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1

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EXHIBIT INDEXExhibit: Page:

3 Plaintiff's Exhibit 1 25(Letter from Friedman to Christian dated

4 8/19/03)

5Plaintiff's Exhibit 2 42

6 (E-mail from Guzzardo to Krewson, et a1 dated9/5/03 attaching Letter from Friedman to

7 Pulitzer and Ha dated 9/4/03)


9 (Option Contract to Purchase Real Estate)


11 (Wagman Post-Dispatch article dated 1/31/05)

12Plaintiff's Exhibit 5 ....••.............•...... 68

13 (E-mail string)


15 (Media Box First Quarterly Report dated6130/04 )

16

17 Plaintiff's Exhibit 7 88(E-mail string)

18

19 Plaintiff's Exhibit 8,.,..,..,.,.,.,..,.,.,.,. .95(Memo from Guzzardo and Friedman to Grand

20 Center Board Members dated 3/23/04)

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1 VINCENT SCHOEMEHL produced, sworn and

2 examined as a witness on behalf of the Plaintiff

3 testified as follows:

4

5 DIRECT EXAMINATION

6 BY MR. PAPA:

7

8

9

10

Q.

A.

Q.

State your name, please, sir.

Vincent Schoernehl, Jr.

And what location are we giving your

11 deposition today, sir?

12 A. The offices of Grand Center, Incorporated,

13 3526 Washington, Second Floor, 63103.

14 Q. All right. What relationship do you have

15 to Grand Center, sir.

16 A. I'm the president and chief executive

17 officer.

18 Q. If you would be kind enough, give me some

19 background information about the Grand Center, how it

20 was established, what relationship you had with it

21 since that time, if any.

22 A. It -- The organization began in 1981 as an

23 urban redevelopment corporation called City Center

24 Redevelopment Corporation, principal ownership being

25 St. Louis University, the Scottish Rite, the Urban

Page 5



1 League, the Third Baptist Church, and I forget a

2 couple of other not-for-profit institutions. Their

3 The Board included Leon Strauss, who was really sort

4 of responsible for the real estate development in the

5 neighborhood. After the '86 Tax Act took away

6 historic tax credits, the Board of CeRC, City Center

7 Redevelopment Corporation, determined that they needed

8 to form a not-for-profit corporation because they

9 would need some not -- not-for-profit contributions in

10 order to make up the delta that had gone away because

11 of the loss of the Federal tax credits and, so, an

12 organization called The New Performing Arts Center was

13 organized. It was called TNPAC. They found that to

14 be a rather difficult name to work with and, 501 they

15 changed the name to Grand Center, Incorporated and

16 that was about 1987 or 1988. Richard Gaddes was the

17 first president, Ann Ruwitch was the second president,

18 and I came to work here in April of 2001.

19 Q. While you served as mayor, did you have

20 dealings with either Grand Center or its predecessor

21 organizations?

22

23

A.

Q.

Yes.

How 15 it that you began working here in

24 April of 2001?

25 A. Father Biondi suggested that I -- There

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was an opening and they were doing a search and Father

Biondi suggested that I submit my resume -- my resume.

Q. Now, in '87-'88 when Grand Center was

first identified as that entity, what were its mission

or goals?

A. In '87-'88?

Q. Yes.

A. Pretty consistent with what had been goals

of ceRe because ceRe became -- was purchased by Grand

Center, Inc. for $10 plus their debt. So, Grand

Center, Inc. as a not-for-profit is -- is a urban

redevelopment corporation and its subsidiaries, CeRe

and Vandeventer Spring Redevelopment Corporation, both

353 corporations, and in our capacity, as the TIF

developer for about a 30D-acre TIF district that was

established in I think 2003, so our mission is to

revitalize this neighborhood with the performing arts

as the organizing theme of the redevelopment and

really to establish it as a national tourist

destination, cultural tourist destination.

Q. You mentioned that Grand Center became the

TIF developer in 2003. How did that come about?

A. We organized a TIF program that involved,

you know, doing a study of the neighborhood, a

financial analysis, the whole -- the whole procedure

Page 7



1 that you go through to establish a TIF district. We

2 have to go through the TIF Commission in the City and

3 then then to the Board of Aldermen and it took us

4 probably a year or so to get that established.

5 Q. Prior to becoming the TIF developer, how

6 was Grand Center funded? What did it use for funds to

7 forward its mers- -- its mission?

8 A. Part of its original funding involved the

9 issuance of several million dollars -- I forget the

10 exact number, but it would be in the neighborhood of,

11 you know, 3 to 6 million dollars of debentures were

12 issued by ceRe. And when Grand Center, Inc. -- And

13 those were purchased by civic progress companies.

14 When Grand Center, Inc. was formed as a

15 not-far-profit, they forgave that debt and took the

16 charitable deduction associated therewith and most of

17 that -- most of that money had been used for the

18 purchase of land for parking lots and other real

19 estate, so there -- there has been a continuous stream

20 of income from parking lots and small real estate, a

21 diminishing amount of -- of our overall budget,

22 however, because as we've built around here, we've

23 given up some of that land. And then we raise about

24 approximately 1.5 million a year from char- -- from --

25 in charitable contributions.

Page 8


Paul Guuardo v. Grand Center, Inc., et alDeposition of Vincent Schoemehl taken on 9/18/2012

1

2

Q.

A.

How long has that been the case?

Pretty much as long as I've been here.

3 There have been years when we've done much more than

4 that if we were doing capital campaign, but it's, you

5 know / 1 1.2 to 1.5 million a year is pretty

6 consistent.

7 Q. Are there particular fundraising

8 activities that have traditionally been held by the --

-- organization to raise the money?

9

10

11

12

13

A.

Q.

A.

Q.

A.

Oh-huh.

Yes, we --

What are some of those?

Well, we put on festivals. For example,

14 First Night St. Louis is a big New Year's Eve

15 alcohol-free New Year's Eve arts festival and we

16 raise, you know, several hundred thousand dollars to

17 put that on. We have an annual gala that is held

18 every year and we'll raise money through the gala.

19 And then we have Board members who contribute. But

20 we're -- you know, it's a -- it's a big part of the

21 job is raising money to support the organization.

22 Q. Now, back in 2003 whenever you became the

23 or whenever the organization became the TIF developer

24 for this area in the city, tell me about that. How

25 did that corne about? Who advanced the idea that Grand

Page 9



1 Center would be the appropriate TIF developer for this

2 region and

3 A. Well, the -- the board and -- and -- and I

4 approached the City with the idea. We include in --

5 in this TIF District the St. Louis University campus

6 and -- and a component of land that goes in one sort

7 of very narrow neck up all the way to Page Avenue, but

8 the -- the experience that led us to that was that

9 what we found was that as we succeeded in creating a

10 development, what we did is we simply raised the land

11 values next to it and, so, the next project just

12 needed more subsidy, so you had to go out and raise

13 more money to do the next project. I used the

14 metaphor at the time that this was a popcorn machine

15 without a lid. You know, The Pulitzer Foundation for

16 the Arts would get established and all the land values

17 around there went up and there was no means of

18 capturing that value to help drive the neighborhood in

19 a -- in a more organized way and, so, that was the

20 thinking was that if we were out in the community

21 asking people to give us money to drive this

22 development, we should be figuring out how we capture

23 that up -- uptick in value that we're creating so that

24 we can re- recycle it into -- into the

25 neighborhood.


Page 10


1 Q. And had you done some studies you found

2 that the market forces alone wouldn't take care of

3 that

4

5

6

A.

Q.

A.

Sure.

-- first of all?

Yeah, that's a statutory requirement to

7 establish a TIF district

8

9

Q.

A.

Uh-huh.

-- that you have to -- you have to

10 demonstrate that there are certain conditions in the

11 neighborhood and that -- that there's a requirement

12 for this incentive package that comes with -- with tax

13 incentive financing.

14

15

Q.

A.

And who did that work for Grand Center?

A firm called PGAV, Peckham Guyton

16 Albers & Viets.

17 Q. And what were the particular items cited

18 by PGAV to support the establishment of the TIF

19 district?

20 A. Well, that was a long time ago, so, I

21 mean, I could produce a copy of the report, but

22 it's there's a set of statutory requirements and

23 they went through describing -- describing the

24 conditions that ~- that were necessary. You have to

25 demonstrate that the area is blighted and eligible for

Page 11



1 redevelopment incentives and there's a set of

2 standards that -- that they go through to to

3 establish that, you know. Off the top of my head, I

4 don't know what they are.

5 Q. All right. Back in '03 when the TIF

6 program was developed, who was on the Board at Grand

7 Center that was involved in pursuing that -- that type

8 of legislation?

9 A. We have a -- We have a Board right now of

10 about 43 people.

11

12

Q.

A.

Okay.

It's a little larger than it's typically

13 been, but back then I would say it was in the mid

14 thirties to high thirties. I believe the chairman at

15 the time was Joe Adorjan, A. Joseph Adorjan, but, you

16 know, we have representatives from the neighborhood.

17

18

Q.

A.

Uh-huh.

So, Harvey Harris from The Fox would have

19 been on the Board and Emily Pulitzer from The Pulitzer

20 Foundation for the Arts and somebody I think

21 Jim Buford from the Urban League. Jim, yeah, Jim was

22

23

24

on that.

I can

Q.

Still is. So, you know, it's a long list.

We can produce it for you.

Okay. Now, once the -- the Grand Center

25 became the TIF developer, how did that affect the

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1 revenues that you-all had to advance development in

2 the region?

3 A. Well, we -- we have not profited from

4 being the TIF developer in the way a private developer

5 might. We -- We collect a five percent fee for all

6 TIF notes that are issued. That's more in concept

7 than in reality. The -- Inevitably in developments,

8 as you're scraping together a variety of subsidies to

9 make them work, you know, more often than not that

10 gets set aside. I don't have a recollection of us,

11 frankly, ever collecting the full five percent from

12 any development.

13 Q. All right. Were there any other

14 developers considered by the City for the Grand

15 Center Is it called the Grand Center TIF?

16 A. It's called -- It's called Grand Center

17 TIF, yeah. You know, the statutory process is, I

18 believe, and I stand to be corrected, but I think this

19 is the way it goes, that the City advertises for

20 eligible or for the availability and then solicits

21 through -- via through these advertisements potential

22 developments. As a practical matter, that is not the

23 way tax increment financing works in Missouri. As a

24 practical matter, we have -- in the state of Missouri

25 virtually every TIF that I'm aware of is done is what

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1


is on typically called a developer driven TIF. In

2 other words, a developer comes up with an idea, goes

3 to the municipality or the TIF authorizing agent

4 and -- but there there is, I believe, a pro forma

5 requirement or a requirement that there be

6 advertisement for it. In reality, I'm not sure that's

7 very competitive because, you know, it's just the

8 developers that have been proposing it are generally

9 ahead of the learning curve of everybody else.

10 Q. Now, you referenced a little bit the

11 boundaries of the TTF. Has it changed over the years

12 or--

13

14

A.

Q.

No, it's --

was the original boundary kept pretty

15 much the same?

16

17

A.

Q.

Original boundaries are -- have been kept.

You say that St. Louis University

18 properties were contained within the TIF?

19

20

A.

Q.

Yes.

Does that go over to the medical campus,

21 as well?

22

23 campus.

24

25

A.

Q.

A.

Doesn't. It stops at the -- at the north

Okay. How far west is the TIF boundary?

West is Vandeventer and east is Compton.

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Masuga Court Reporting314/680·2424


1 Q. Once the Grand Center became the TIF

2 developer, was there any particular change in the way

3 in which Grand Center conducted its business at that

4 point in time?

5

6

MS. LUBBEN: Objection,

vague, but you can answer.

7 A. Okay. Not particularly. I mean, I think

8 the I think the primary change would have been the

9 way in which we subsidized projects.

10

11

Q.

A.

Right.

Because CeRC, which had been founded

12 in 181, had a 25-year right to grant tax abatement,

13 that was coming to an end, and we could have gone back

14 and tried to renew CeRe, but 353 and tax abatement had

15 sort of been fading as the preferred tool and TIF

16 utilization of TIF has become a more popular tool in

17 recent years and, so, rather than try to renew CeRC,

18 we thought it best to just -- to do a TIF district

19 that also encompassed both CCRC and Vandeventer Spring

20 Redevelopment Areas.

21 Q. Okay. Prior to the TIF legislation -- And

22 in the TIF legislation, did Grand Center then receive

23 the power of eminent domain

24

25

A.

Q.

No.

-- or had it had that before?


Page 15

Paul Guzzardo v. Grand Center, Inc., et alDeposition of Vincent 5choemehl taken on 9/18/2012

1 A. No, we had -- we had that in the CeRC,

2 which was, basically, from Theresa to Spring, Delmar

3 to Lindell, and we -- we have the power of eminent

4 domain inside our Vandeventer Spring Redevelopment

5 Corporation, but we do not have eminent domain in

6 our -- in our TIF ordinance.

7 Q. It's in the TIF It's not in the TIF

8 legislation?

9

10

11

12

13

14

A.

Q.

A.

Q.

A.

Q.

Not in.

It's something that --

Right.

-- preceded that?

Right.

But that's something that the Grand Center

15 continued to have authority of or --

16

17

A.

Q.

Yeah, I believe

or power to do after the TIF agreement

18 was reached?

19

20

A.

Q.

Yes.

Once the Grand Center became the TIF

21 developer, did it have an increase in revenues

22 available to it to foster development as a result of

23 the TIF legislation?

24 A. No, our -- our role is really to organize

25 investment in the neighborhood and make the additional

Page 16


Paul Guzzardo v. Grand Center, Inc., et alDeposition of Vincent Schoemehi taken on 9/18/2012

1 revenues available to the -- to the developers. As I

2 say, in theory we're supposed to collect five percent

3 of any TIF amount that we grant to someone. I have no

4 clear recollection of ever having gotten the full five

5 percent. I mean, there are promises made, deferrals,

6 and things of that nature, but if it weren't for the

7 private fundraising that -- that we do every year,

8 we -- you know, we wouldn't be in business.

9 Q. Has there been any discussion about

10 passing, like, a business district tax or something

11 like that?

12 A. An active -- We've had one in the past and

13 are in the process of trying to establish another one

14 and that -- but that would be specifically and limited

15 to security and street sweeping and, you know, sort of

16 cleanliness activities.

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18

19

20

Q.

A.

Q.

A.

Is that by legislative limit or lS that --

No, that's by --

just what you prefer to do it?

what the -- what the property owners

21 who sign on for it, they -- they draft what they want

22 the money to be used for and, so, it's limited to

23 that -- to that purpose. And that would not be --

24 Under state law, a community improvement district, a

25 C10, is governed by a separate body, so there is a

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1 there will be a board of -- of -- governing board for

2 the CID.

3 Q. I know this question involves time before

4 you began with Grand Center, but prior to Grand Center

5 becoming the TIF developer for this area, do you know

6 on how many occasions they exercised the power of

7 eminent domain to acquire properties?

8

9

10

11

A.

Q.

A.

Q.

I don't.

Do you know whether it was ever done?

I don't.

Once Grand Center became the TIF developer

12 in the area, on how many occasions have they attempted

13 to use eminent domain to acquire property?

14

15

16

17

A.

Q.

A.

Q.

I think only once that --

Okay.

-- I can think of.

And that's what in part is the subject

18 matter of this claim that I've got filed here?

19

20

21

22

23

24

A. Yes. Yeah.

Q. The Jim Day property

A. Jim Day is the

Q. is the only one?

A. only one, yeah.

Q. How was Grand Center obtaining properties

25 without the use of eminent domain on prior occasions?

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1 You mentioned something about they used a lot of or

2 that they acquired a lot of property and made it into

3 parking lots.

4 A. Uh-huh. Oh, I think -- And, again, I

5 don't know that they didn't use eminent domain in

6 the -- in the earliest days, but I assume through

7 negotiated purchase. I mean, this was a -- this was a

8 pretty abject neighborhood back in the -- in the early

9 eighties and property was pretty readily available.

10 Q. All right. I want to try to direct the

11 questions in the rest of the deposition to the

12 contractual relationship that Grand Center had with

13 Paul Guzzardo and his associates. If I ask you a

14 question that's not clear to you, please ask me to

15 restate it or rephrase it.

16

17

A.

Q.

Okay.

What would you say was the point in time

18 when Grand Center began to consider what type of work

19 Paul Guzzardo had been doing in St. Louis and

20 contacting him about exploring the possibility of

21 working together with him on one or more projects?

vague, compound.

22

23

24

25

A.

Q.

MS. LUBBEN: Objection,

Paul contacted me.

Okay.


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1

2

3

A.

Q.

A.

I didn't contact Paul.

All right.

And I would say that it was not long

4 before we entered into the Option Agreement.

5 Q. Now, he owned some property or was

6 involved in some property that was within the

7 district, the Grand Center District, prior to that

8 time, did he not?

9 A. Not to my knowledge. He may have, but I'm

10 not aware of that.

11 Q. You're not aware that he had property here

12 on Washington Avenue and had a nightclub and had a

13 residence?

around 12th and Washington.

Q. Okay.

A. You know, either east or west of there,

but sort of in that -- that area, not -- not up here.

Q. All right. And what manner did

14

15

16

17

18

19

A. It is my understanding that was down

20 Mr. Guzzardo use to contact you?

21 A. I can't recall. I think, I stand to be

22 corrected, but I think -- I think it was through a

23 developer whose name I cannot recall and Sung Ho Kim

24 and I -- and I can't remember, but I -- I do remember

25 Sung Ho Kim being -- being somehow associated with the

Page 20



1 introduction.

2

3

4

Q.

A.

Q.

Okay.

Okay.

Let's go back before that. Prior to that

5 contact, however it was made and by whomever it was

6 made, were you acquainted with Mr. Guzzardo before?

7

8

9

10

A.

Q.

A.

Q.

No.

Were you acquainted with Mr. Kim before?

No.

What about the developer, was that someone

11 that you had known before?

12

13

A.

Q.

No, it' 5

And I'll throw out the name Eric Friedman.

14 Does that ring a bell?

15 A. No, it wasn't -- That's not the per- --

16 It's a guy named Aaron Novick is the guy that I think

17 may have -- may have been the may have been the guy

18 that and I'm not clear as to whether or not it was

19 just

20

21

Q.

A.

Uh-huh.

-- but Sung Ho introduced me to

22 Aaron Novick later on and, so, I heard at some point,

23 so I'm just a little -- and it was about the same

24 time. So, Eric Friedman came into the picture I think

25 a bit later. You know, again, I stand to be

Page 21



1 corrected. I mean, it may well be that -- that Eric

2 was the -- was the guy who introduced us, but I just

3 can't recall, but I will -- I do -- I do know Eric and

4 I've known him for a long time.

5 Q. All right. And what was the nature of the

6 contact? I mean, whoever approached you, what do you

7 recall about the ideas or proposals or reason for the

8 contact?

9 A. It was to discuss -- It was to discuss the

10 Media Box and -- and, again, 1 1 m trying to remember if

11 it was Sung Ho who first introduced the idea or Paul

12 or Eric or whomever, but that was the purpose.

13 Q. Do you recall whether this was a

14 face-to-face contact or a telephone contact?

15 A. You know, I don't. I know at one time we

16 went to -- Sung Ho had an office sort of down on

17 Locust Street someplace, I think, and we went down

18 there and actually looked at some models that he had

19 built of various proj- -- various projects, not just

20 the Media Box, but various projects and, you know, I

21 was quite enthusiastic about the project. I mean,

22 thought it -- What -- What Paul explained to me that I

23 had never realized was that Marshall McLuhan had done

24 all of his work at St. Louis University. I had never

25 heard of Father Walter Hong before meeting Paul. I

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went out and bought all their books. And I thought

the Media Box would be a great connector between Grand

Center and St. Louis University and that was really in

my mind a -- a very key component of this, you know,

of this idea that, you know, there are lots of

lighting technologies and sound technologies, but the

idea that he was going to organize it around the

teachings and -~ and the -- the philosophies

of Walter Hong and Marshall McLuhan, I found that very

intriguing and compelling.

Q. And you felt as the executive director, I

guess -- Is that the property title, executive

director?

A. President.

Q. -- president

A. Yeah.

Q. -- of Grand Center that that would be a

project that would be appropriate for the mission that

you-all were trying to advance --

A. Yes.

Q. -- here? At that time when you first

became aware of the connection that possibly existed

between these pioneers of -- of communications media

and St. Louis University, who at St. Louis University

was involved with the Grand Center Board?

Page 23


A.1


Father Biondi was on the Board at that

2 time, but, I mean, he was not particularly involved

3 with this project. Paul told me at one time he had

4 had a conversation with someone at the law school

5 about trying to get them to expand or include some

6 components of intellectual property law and, so, he

7 was in some conversations over there, but there

8 there was no direct conversation with St. Louis

9 University about this concept 'cause it was just too

10 early.

11 Q. All right. Now, you mentioned that you

12 believe that occurred several weeks or several months

13 before you entered into an agreement with Paul?

14 A. Well, we1ve we've -- we've described a

15 number of events here. I mean, I -- at some point

16 along the way here, I -- I met Paul and Sung Ho, saw

17 the project, heard the pitch, liked the idea, and at

18 someplace, and it could have been at the very

19 beginning l Eric Friedman came into the picture and

20 and we entered into this -- we entered into this

21 Option Agreement. So, you know, that was sort of the

22 sequence of events.

23 Q. Have you reviewed any particular documents

24 or e-mails, any communications or records that Grand

25 Center possesses to sort of refresh your recollection

Page 24



1 about the sequence of events?

2 A. I did. Not extensively, but I did look

3 over a couple of e-mails, yes, or a few e-rnails.

4

5

6

7

8

9

10 Q.

(At this point, an

off-the-record

discussion was had.)

(At this point, Plaintiff's

Exhibit No. 1 was marked

for identification.)

I'll hand you what I've marked as

11 Plaintiff's Exhibit One with today's date. First of

12 all, do you recognize that document, sir?

13 A. Let me take a minute. Okay, I've read it.

14 It appears to be a letter or e~mail and fax to

15 Ken Christian from Eric Friedman giving him background

on the Media Box and that appears to be16

17 know who wrote this. I -- The -- Well --

I don't

18

19

20

Q.

A.

Q.

I'm just using this as a --

Yeah.

-- for the time being as a way to try to

21 orient us chronologically to the sequence of events --

22

23

A.

Q.

Uh-huh.

of when things happened. Who is

24 Ken Christian?

25 A. Ken is a consultant of Grand Center. Has

Page 25


Paul Guzzardo v, Grand Center, Inc., et alDeposition of Vincent Schoemehl taken on 9/18/2012

A. Yes.

A. Yes, uh-huh.

Q. Do you -- And this apparently is a letter

Q. Now, this is dated August 19, 2003, and it

1'11 object to

Does he have office space here or

MS. LUBBEN:

Okay.

A. No.

Q.

Box project through Mr. Guzzardo and Mr. Kim?

involving yourself, Emily Pulitzer, and Paul Ha?

worked with us on and off varying projects for

the last -- well, since I've been here.

Q. Is he still associated with Grand Center?

the extent the document speaks for itself

sent out by Eric Friedman. Eric Friedman is someone

that you recall ultimately got involved in this Media

an office?

your recollection that discussions about the Media Box

preceded the date of August 19, 20037

A. Yes, I believe we had conversations with

that prlor to that.

Q. And in fact it makes reference to a

meeting or perhaps several meetings relative to this

project, does it not, particularly one on August 15

occurred prior to that date. Does that conform to

seems to be making reference to various things that

~

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Page 26


Paul Guzzardo v. Grand Center, Inc., et alDeposition of Vincent SChoemehl taken on 9/18/2012

answer.

and lack of foundation, but you can1

2

3

4

A.

Q.

I'm not sure of the question. Are we -

The question is do you recall a meeting on

5 August 15 between yourself, Emily Pulitzer, Paul Ha,

6 and representatives of the Media Box project.

I donlt recall that specific -- that7

8

A.

specific meeting or that specific date. I do recall a

9 meeting in which Emily Pulitzer and I went to

10 Sung Ho Kim's studio, which I mentioned earlier.

could have been with us.

11

12

13

Q.

A.

Right.

And that could be the meeting and Paul Ha

I don't -- I don't recall

14 him being there.

15 Q. Do you recall Paul Guzzardo being involved

16 in that meeting at Mr. Kim's office?

17 A. I don't. My recollection -- My

18 recollection was that it was -- But I don't recall

19 Paul being there, either.

20

21

22

Q.

A.

Q.

Do you -

Paul Ha.

I'm sorry. Do you recall Paul Guzzardo

23 speaking to or meeting with you prior to August the

24 19th, 2003, concerning this project?

25 A. Again, I mean, it's pretty obvious from

Page 27



1 this letter and my overall recollection of this -- of

2 this project that we must have been in conversation

3 prior to that because, I mean, Paul was -- was clearly

4 working with Sung Ho on this and, you know, so, even

5 though it references Sung Ho, there must have been

6 conversations with -- with Paul prior to this I would

7 think.

8 Q. Is it fair that your recall of those

9 events prior to August 19, 2003, is not crystal clear

10 in terms of date and participants and the like?

you say you were contacted by someone about,

11

12

13 the

A.

Q.

Yeah.

All right. Generally speaking, how did

14 you know, this project. What do you recall about how

15 that process proceeded, who you spoke to about it

16 within Grand Center, and how is it that members of the

17 Grand Center Board may have gotten involved in looking

18 into it more closely?

19 A. Well, you know, my recollection is that,

20 you know, this was -- this was a development that was

21 going to involve some high design components and, so,

22 I invited Emily Rauh Pulitzer and apparently Paul Ha

23 to take part in the discussions because it would be

24 this location -- the contemplated location is right by

25 their bUildings.

Page 28



1

2

Q.

A.

Uh-huh.

And, so, I wanted them involved in

3 conversations. And either prior to or SUbsequent to

4 that, Emily Pulitzer and -- and Sung Ho Kim and his

5 wife, Heather Roofter (sic), have become -- Woofter

6 have become pretty good friends.

7

8

Q.

A.

Uh-huh.

And, so, you know, and I donlt know if

9 they knew one another before this or not, but -- so

10 that's how Emily would have been invited in. And

11 that's pretty typical. I mean, I -- if someone

12 approaches me about trying to develop a piece of

13 property, it's pretty routine that you go talk to

14 the -- to the neighbors about the idea before you

15 start advancing it.

16 Q. All right. Well, St. Louis University was

17 within a block of this location, as well --

18

19

20

21

A.

Q.

A.

Q.

Uh-huh.

-- was it not?

Yes, and --

Was there any -- Was there any attempt to

22 get Father Biondi involved in any discussion?

23

24 time.

25

A.

Q.

Joe -- Joe Adorjan was chairman at this

Uh-huh.

Page 29



A. Uh-huh.

Q. The Real Estate Committee of what

A. Joe was also chairman at St. Louis

Q. -- development area. How did that

I mean, they -- my

location get selected? Who was involved in that?

A. I believe that was Paul and -- and

location had been identified or at least a potential

location had been identified to place the Media Box

within the Grand Center

widely discussed within -- within the Board and -- and

recollection is, is that, you know, they sort of had

A. Of -- Well, of Grand Center, Inc. And the

Paul Guzzardo and Sung Ho.

organization?

So, this is obvious -- I mean, this was, obviously,

University and I believe was on the Real Estate

Committee and this, I mean --

this -- they had this site in mind because of the

curvature of the street and the way in which it worked

Page 30

not to the exclusion of St. Louis University or

anybody else.

Q. It appears from this letter that a

Real Estate Committee of Grand Center, Inc. composes

the Board -- at that time it composed the Board of

ceRe and Vandeventer Spring Redevelopment Corporation.

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25r--,



1 and whatnot, so I think when they approached us, they

2 already had that site identified and I think may have

3 already had some drawings done on it.

4

5

6

Q.

A.

Q.

Do you still have any of those drawings -

Not to my knowledge.

-- that you've seen? Have you reviewed

7 any document that indicates that Guzzardo and Kim had

8 determined that this would be an appropriate site and

9 were approaching your organization to locate their

10 development

11 A. Oh, yeah.

12 Q. -- at the site?

13 A. Yeah, I mean, there -- there were

14 drawings. There was a model of this thing that was

15 built as I recall.

16 Q. But at what point in time? I'm talking

17 about in the early contact period.

18 A. I think the very earliest contacts, they

19 had that site in mind. That's my recollection.

20 Q. All right. And is that recollection based

21 upon any document that you reviewed at any time?

22 A. To the -- The drawings that I'm referring

23 to and the -- and the model that I saw. Yeah, I mean,

24 I think from the very beginning, that's what they --

25 that was the site they had in mind.

Page 31



1 Q. You say there were parking lots that had

2 been developed by Grand Center before --

3

4

A.

Q.

Uh-huh.

-- this date. Did anyone consider using

5 parking lots for this -- this installation? Was that

6 topic ever discussed at Grand Center?

unable to acquire the Day site, I contacted Paul.

Q. Well, we I 11 get to that.

A. Okay.

Q. I want to try to focus on things that were

happening early on as to n

7

8

9

10

11

12

13

14

A.

A.

Q.

It was discussed. You know, after we were

Yeah.

-- whether there was any discussion within

15 Grand Center about any other sites that may be

16 appropriate or worthwhile for a development of this

17 kind.

18 A. We had -- We had a proposal that was

19 site-specific. We had and continue to have an

20 ambition to improve the Day site. And, so, I mean,

21 there was no reason to try to find another location.

22 Q. What was the ambition that Grand Center

23 had to improve the Day site?

24 A. Well, in the point in instance, it was the

25 Media Box. Prior to the Media Box, it was just, you

Page 32


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know, having an automotive repair shop in the middle

of an arts district was not deemed to be ideal and

it's, basically, a parking lot and a -- and an auto

repair shop and our hope was to find a higher and

better use for that.

Q. Tell me about those discussions. Who was

involved primarily in advancing that discussion within

the Grand Center organization?

A. That would have been myself,

Emily Pulitzer, the Real Estate Committee because we

have redevelopment rights and obligations from along

Olive from Spring all the way down to Vandeventer as

part of our Vandeventer Spring Redevelopment

Corporation. And, so, you know, when I came here --

we refer to that internally as Olive West -- and when

I came here, you know, there was considerable focus on

trying to get some development going along Olive west.

Q. Were developers contacted for proposals

during that time frame when you first came here to

explore those possibilities?

A. Yes, but --

MS. LUBBEN: Wait for his

question.

A. Oh, okay.

Q. And what evidence would there be that

Page 33



1 those developers were contacted or involved or

2 presented proposals or what have you?

3 A. There would be some documents in our files

4 about approaching either developers -- I'm not sure if

we ever did an RFQ per se, but shortly5

6 after I got

shortly

relatively shortly after I got here, we

7 began negotiations to acquire land up and down Olive

8 and, unfortunately, we were successful in many cases

9 and then the market collapsed, so ...

10

11 were?

12

13

14

15

Q.

A.

Q.

A.

Q.

You say you were not successful or you

We were successful.

You bought property for -

Right.

-- more than what you could have gotten a

16 couple years later?

17

18

19

A.

Q.

A.

Right, absolutely.

All right.

And -- And, yeah, I mean, we are still

20 holding a lot of that property down there because of

21 the financial collapse.

22 Q. Had there been any approaches before this

23 Media Box project was brought to you to negotiate with

24 Mr. Day and acquire his property?

25 A. I think we made an offer on his property

Page 34


,,",

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Paul Guzzardo v, Grand Center, Inc" et alDeposition of Vincent Schoemehl taken on 9/18/2012

early on and -- but I'm not -- I'm not exactly -- I'm

not exactly sure of the -- of the sequence there, but

it's in 2001-2002 time frame, you had The Pulitzer

Foundation for the Arts opened and the Contemporary

Art Museum right next door opened and Mr. Day's

property is, you know, just across the street from

there and, you know, we have acquired a lot of land

for future development without knowing exactly what we

were going to put there at the time that we purchased

the land and I think there -- there may have been an

early offer to Mr. Day to -- to buy his property with

the idea that we would remediate it and get it ready

for development.

Q. Was that a plan that was strongly advanced

by Ms. Pulitzer and Mr. Ha?

A. I don't want to characterize their. It

was pretty strongly advanced by me and I didn't need a

lot of support from them. You know, I mean, I --

the the idea of cleaning up this neighborhood is

our raison d'etre, it's the reason we're in existence,

so, you know, I don't want to point to anyone or two

Board members or individuals and say they were

preeminently responsible.

Q. It is a fact, however, that once

discussions became more focused on the Media Box

Page 35



1 project and this location was proposed, the two

2 individuals from the Board who apparently participated

3 in some -- some seminal meetings about the project

4 were Mr. Ha and Miss Pulitzer?

5

6

7

A,

Q,

A,

Paul Ha was never on the Board.

Okay,

But, yes, and I explained the reason, I

8 mean, their proximity to the --

9

10

11

Q,

A.

Q.

Sure.

-- to the property.

Now, in this August 19, 2003/ letter, it

12 references that there were issues and concerns

13 regarding starting condemnation proceedings and it

14 states we are all comfortable proceeding as you

15 suggested. What do you remember about any of those

16 discussions, Mr. Schoernehl, with reference to issues

17 and concerns about condemnation and that there had

18 been some suggestions made supposedly by Grand Center

19 about how that was going to proceed?

20 A. Well, I'm not -- I'm reading this

21 differently. First of all, this is addressed to

22 Ken Christian, not to me. And he says, It was good

23 talking with you yesterday regarding the Media Box

24 development project. I understand all of your issues

25 and concerns regarding condemnation proceedings and we

Page 36

Masu9a Court Reporting314/680-2424


1 are all comfortable proceeding as you suggested.

2 Okay. Now, I don't know what Ken suggested.

3 Q. Does it appear to be that Mr. Friedman and

4 his colleagues had expressed some issues and concerns

5 about using condemnation to acquire property

for speculation, lack of foundation. You

can answer.

No.

-- for a Media Box?

I -- I think it's quite the

MS. LUBBEN: Objection, calls

Okay.

I think it was Ken who was expressing

A.

Q.

A.

opposite.

6

7

8

9

10

11

12

13 concerns about the use of eminent domain.

14

15

Q.

A.

Okay.

And -- Because it is Friedman who is

16 saying I understand all of your issues and concerns

17 regarding starting condemnation proceedings and we are

18 comfortable proceeding as you suggested, which I read

19 to imply that Ken was saying let's try to do this

20 through negotiation or let's try to do this in some

21 other. I mean, I'm not Ken. I didn't have the

22 conversation with him. I'm just -- That's my

23 interpretation.

24 Q. Okay. Have you ever talked with Ken about

25 what issues or concerns he may have expressed when he

Page 37



1 was conducting these preliminary discussions with the

2 Media Box representatives?

3

4

A.

Q.

Not to my recollection.

As the president and -- and executive

5 officer of Grand Center at the time, what issues and

6 concerns would you have had about starting

7 condemnation proceedings to advance the Media Box --

8 Media Box project?

9 A. I think -- Well, first of all, under state

10 law you have an obligation to have good faith

11 negotiations. And, you know, so I think there is that

12 you have to -- you know, you have to satisfy. If

13 condemnation becomes required, then, you know, we

14 demonstrated we were quite ready to do that. But, you

15 know, it is something that has to be done with, you

16 know, with some degree of caution. Most recently and

17 just prior to this, maybe simultaneous with this,

18 St. Louis University was in the press quite a bit

19 about some condemnation -- some acquisitions under

20 condemnation that they had done, so there was some

21 growing sensitivity about the use of eminent domain in

22 the city at the time.

23 Q. All right. And at least those experiences

24 or that knowledge that you have about what issues

25 St. Louis U. was going through were things that you

Page 38


Paul Guzzardo v, Grand Center, Inc, et alDeposition of Vincent Schoemehl taken on 9/18/2012

A. I -- I'm not sure --

A, Oh-huh.

Mr. Kim's office in downtown St. Louis?

Q. And if I ~~ am I correct in -- in

I mean, I remember looking at

1 1 m sorry.

I don't.

Yes.A.

A,

A. Prior to the August 15 meeting?

Q. The August 19 letter.

Q. That's all right. The letter also talks

A. -- I mean, you know.

Q. All right.

Page 39

Mr. Guzzardo, Mr. Kim, Mr. Friedman, or any of their

Q. Prior to this August 19, 2003, date, do

you have any idea on how many occasions you personally

would have either spoken to or communicated with

Q. That's a yes?

representatives relative to the Media Box?

yourself and to Miss Pulitzer and Mr. Ha. Do you

recall receiving any type of a binder relative to the

Media Box?

about providing binders at some point in time to

suggesting that the time that you were looking at the

drawings initially was the visit that you made to

drawings and, I mean, I don't recall a binder per 5e.

wanted to avoid if you could avoid them?1

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Paul Guzzardo v, Grand Center, Inc., et alDeposition of Vincent Schoemehi taken on 9/18/2012

time; correct?

had pretty extensive conversations by then.

Q. that had taken place prior to that

all, were you using e-mail back in 2003 to communicate

I don't know, but I suspect that weOh,A,

A. Yes.

Q. All right. Do you recall any particular

e-mail that you sent to Mr. Guzzardo back in JUly of

2003?

A. No.

Q. All right. Had you reached a conclusion

before you involved other members of the Grand Center

Page 40

to be enthusiastic about this project.

Q. Have you reviewed Mr. Guzzardo's

deposition in this case, sir?

A. I have not.

Q. All right. He had indicated that he

received an e-mail from you in July of 2003. First of

with individuals concerning Grand Center business?

Q. And this letter gives the impression that

there was quite a bit of discussion --

A. Yeah.

A. Yeah, and I would not have casually

suggested that Emily Pulitzer and Paul Ha accompany me

to a meeting unless I felt that there was some reason

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Board that the Media Box proposal seemed to be a good

fit for the Grand Center area?

A. I was pretty enthusiastic about -- You

know, I work for a Board, so I don't make these

decisions myself

Q. Sure.

A, -- but I was pretty enthusiastic about it,

sure.

Q. One of your functions, though, is to sort

of screen things before

A. Sure.

Q. -- they get to the Board?

A. Uh-huh, sure.

Q. And if you think of a good idea or someone

presents a good idea, you then take it onto the

Board

A. Right.

Q. -- for further

A. Uh-huh.

Q. -- investigation?

A. Correct.

Q. Now, the August 19 letter makes reference

to a Real Estate Committee, and I think we've made

reference to that, there is a Real Estate Committee,

at least there was at that time --

Page 41



A. I believe she was.

Real Estate Committee?

recall who would have been on the Real Estate


I can produce

r'll hand you what I've marked asOkay.

I can't recall precisely.

A. No.

Q.

A.

A. Okay.

the first part of September, 2003 from Eric Friedman

Q. Do you recall receiving a copy of a letter



A. It was about generally seven, six or

A. Right.

Q. -- for the Grand Center Board. Do you

Q. All right. Do you remember approximately

Box project?

Q. After August 19, 2003, do you remember

what next involvement you may have had with the Media

Exhibit Two, ask you to take a look at that.

seven/ maybe eight members.

that for you, but I can't recall precisely.

Q. Was Miss Pulitzer on the committee, the

Committee back at that time in August of 2003?

how many members would have been on the committee?

/",

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Page 42



1 that he had sent to Miss Pulitzer and Mr. Ha?

of the letter.

the record, this is just an e-mail draft

2

3

4

5 CC.

6

7

8

9

10

11

A.

Q.

A.

Q.

A.

Q.

I don't remember seeing this --

Okay.

-- but I do see that I am indicated as a

All right.

MS. LUBBEN: For the -- For

Okay.

On the back page of that document appears

12 the name of Terry Q 1 Bryant. Do you know who

13 Terry O'Bryant --

14

15

16

17

18

A.

Q.

A.

Q.

A.

I don't.

-- is? Do you know who Angela Miller is?

I don't.

Do you know John Tobin or Ken Langsdorf?

I don't know John Tobin. Ken Langsdorf

19 was at the time, I believe, practicing real estate

20 with Eric Friedman.

21 Q. Now, what do you recall was going on with

22 the Media Box project here at Grand Center in

23 September/October of 2003?

24 A. You know, it was one of many projects that

25 we were trying to move along, but I don't have any

Page 43



1 specific vivid recollections of any -- of any activity

2 regarding it.

3 Q. Was there an individual here at Grand

4 Center, you know, a staff member that was sort of

5 shepherding this project through the various twists

6 and turns as to getting it approved or having --

7

8

9

A.

Q.

A.

Well, it probably --

decisions made?

probably would have been

10 Ken Christian --

11

12

13

Q.

A.

Q.

Okay.

-- in his capacity, yeah.

And would there have been a file generated

14 in the normal course of business on the Media Box

15 project within the Grand Center records?

16

17

A.

Q.

I would believe so, yes.

All right. Now, at some point in time,

18 we'll get around to talking about an article that was

19 written and published in the Post-Dispatch in January

20 of 2005 by Jack -- or Jake Wagman. Do you recall

21 that article?

22

23

24

25

A.

Q.

A.

Q.

I do.

Have you looked at that recently?

I have not.

All right. I'll represent to you that

Page 44



A. I think that would have been me and

Ken Christian, I suspect.

$125,000 was made to Mr, Day in October of 2003 to

within that article, it suggests that an offer of

I can't enter into any contract until I --estate

for approval?

A. No, I typically, if I make offers on real

point in time?

probably Alan Pratzel would have been involved in

write -- drafting the letter, but probably me and

Q. Was the proposal brought before the Board

what we thought in our mind we could afford to pay for

have on -- on our general progress, I'm just saying,

okay, let's -- let's offer $125,000, which we did, and

I don't think we ever got a response.

Q. Who do you remember was directly involved

in reaching the decision to make the offer at that

it and raise money to pay for it. The impact it would

A. We hadn't done an appraisal and we looked

at -- at the property and, you know, sort of assessed

Q. -- Mr. Day? How did that come about?

What was done to decide to make that offer?

purchase his property. Do you recall an offer of that

amount being made to --

A. Yes.

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Page 45



1 you know, until I get Board approval, but I wouldn't

2 typically get Board approval on an offer.

3 Q. Had the Board set any parameters as to,

4 you know, a value of the property as to what kind of

5 offers could be made prior to that time?

6

7

A.

Q.

Not to my recollection.

What do you remember the appraisal that

8 was commissioned showed for the value of the property?

9 A. When we made the offer for 125,000, we

10 didn't have an appraisal.

11

12

Q.

A.

All right.

After not getting a response, we then had

13 an appraisal done.

14 Q. What served as the basis for coming up

15 with the number if you didn't have an appraisal?

16

17

18

A.

Q.

A.

Which?

The 125.

As I described, it was -- it was a -- an

19 estimate of what we felt we could justify to our

20 Board, the neighborhood, our funding sources, and

21 whatnot as to the value that it would add to the -- to

22 the neighborhood in general and I'm sure we did a

23 square footage calculation. I don't recall what it

24 how big the property is, but I'm sure we would have

25 done a calculation and come to some conclusion based

Page 46



1 upon -- upon some type of calculation.

2 Q. Was there any attempt to involve

3 Mr. Guzzardo, Mr. Kim l Mr. Friedman in arriving at a

4 number to make an offer?

the question.

5

6

7

8

A.

A.

Not -- Not that I'm aware of.

MS. LUBBEN: Just wait for

Sure. I'm trying to -- When was the

9 offer? When was the offer made? I'm trying to recall

10 the date.

11 Q. I don't know for sure. The newspaper

12 article reported October of 2003 is when $125,000 was

13 offered and then reported that in December of 2003 a

14 second offer was made of $67,500. Do you recall a

15 second offer

16

17

18

19

20

21

22

23

A.

Q.

A.

Q.

A.

Q.

A.

Q.

Yes.

-- in that amount?

Uh-huh.

Is that after an appraisal --

Right.

-- was received on the property?

Uh-huh.

Again, at the time of the second offer,

24 was anyone from Guzzardo's group consulted at all as

25 to what amount was going to be offered and how it was

Page 47

Masuga Court Reporting314(680-2424


MS. LUBBEN: Go ahead.

second offer was?

would there?

recollection whether I talked with them about the --

I don't

I mean, this

I mean, 1 ' m not -- I have no

I -- I couldn't pinpoint.

Yeah, yeah.

I -- I have no recollection of.

A.

A.

A.

MS. LUBBEN: Objection, asked

A. You know --

Q. And there would be no reason to do that,

A. I'm sorry?

A. Yeah, I -- What was the date of the -- The

Q. Reported December of 2003.

and answered. Go ahead.

having discussions with Guzz~rdo or Qnyonc QooociQtcd

know.

with Guzzardo about entering into a formal contractual

the price amount or not.

Q. Okay. At what point in time did you begin

reached?

discussions, and at some point in time, you -- you

enter into an agreement.

start with conversations, you have conceptual

sort of evolved as transactions like this evolve. You

relationship with them?

1

2

3

4

5

6

7

8

9

10

11

12

r', 13

14

15

16

17

18

19

20

21

22

23

24

25

Page 48



1 Q. All right. Was there a particular

2 occurrence or occasion that took place, a particular

3 conversation that occurred that caused you to say it's

4 time to proceed to something more formal than just the

5 informal discussions back and forth?

6 A. I don't think I ever suggested the

7 formality of an option. I think that carne from either

8 Eric or Mr. Guzzardo or Eric Friedman or

9 Mr. Guzzardo or -- or someone on their side. And

10 I'm -- You know, I don't recall ever really seeing a

11 real set of what I would call finance numbers and I

12 believe in the option one of the things that is in

13 there that they were supposed to deliver -- Excuse me.

14 I'm sorry.

15

16 fine.

Q. Sure. If you need to take that, that's

17 A. Too late now. One of the things that I

18 believe is in the Option Agreement lS that they will

19 provide us with a set of numbers. And, so, without

20 more financial information, I really felt that all of

21 this formality was premature. I remember thinking at

22 the time why are we doing this before we have our mind

23 around whether or not this is a truly financeable

24 project. So, I would be surprised if I suggested a

25 for- -- a formal agreement. I think that came from

Page 49



their side.

Eric Friedman.

Contract?

A. I don't, but I believe it came from

I don't recall any

Page 50

A. My recollection is that in the agreement

the property per se, but there is a -- as I say,

price would be if you acquired the property?

administrative costs not to exceed a certain amount,

Q. What did you understand the formal

agreement was supposed to accomplish?

A. They wanted to know that if we acquired

the property, they would have a right to purchase it.

Q. At the time of the Option Agreement, had

there been any discussion as to what the purchase

Q. Ultimately, it appears that your signature

was put on a contract on the 15th day of March, 2004?

there's sort of a list of things that would -- would

have been added up to determine the price.

Q. Do you know who drafted the Option

specific conversations about how much we would pay for

remediation costs not to exceed a certain amount, some

determine the price and that included things like

itself, there's a description of what the additive

what the additive elements would be that would

cost of acquisition, et cetera.

r',

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

.r--,



1

2

3

4

A.

Q.

A.

Q.

Uh-huh.

Does that sound about right to you?

Yes.

And had Mr. Guzzardo signed for the buyer

5 prior to that time as far as you can recall?

6

7

A.

Q.

I can't recall.

Now, were you authorized to execute this

8 Option Contract by your Board?

9

10

11

12

13

14

15

MS. LUBBEN: I'm going to

object as to vague to the extent you say

"your" what -- which entity you're talking

about.

MR. PAPA: That's fine. I'll

clear it up.

(Questions by Mr. Papa)

16 Q. Were you, as president of the Grand Center

17 District, authorized to execute this contract by your

18 Board?

19

20

21

22

23

24

25

MS. LUBBEN: I'm going to

object again to the extent that you're

suggesting he signed on behalf of Grand

Center.

MR. PAPA: And I appreciate

the technical correction -- correctness of

that objection.

Page 51



1

2 Q.


Actually, the contract was between

3 Vandeventer Spring Redevelopment Corp. and Guzzardo

4

5

A.

Q.

Right.

-- correct? You were president of

6 Vandeventer Spring Redevelopment Corp.?

7

8

A.

Q.

Yes.

Were you authorized to sign this Option

9 Contract by the Vandeventer Spring Development

10 Corporation Board?

11 A. I don't recall if there was a specific

12 approval or not.

13 Q. Were members of the Vandeventer Spring

14 Redevelopment Corporation Board aware of the fact that

15 you were going to sign this Option Contract?

16 A. They were certainly aware of these ongoing

17 discussions and I would point out that that's more

18 than a technical distinction because Grand Center,

19 Inc. does not have the right of eminent domain.

20 Vandeventer Spring Redevelopment Corporation has the

21 right of eminent domain. And, so, it was an important

22 distinction in terms of who executed this and -- and

23 to whom it was addressed because, clearly, at this

24 point this time, we were contemplating that we may

25 have to go to eminent domain.

Page 52



1 Q. All right. Well, that was contemplated

2 back in August of 2003, was it not, that you might

3 have to go to eminent domain to acquire this property?

4 A. It was certainly always a possibility, but

5 by the time we were around to this, I meant the

6 specificity of this being a contract or an agreement

7 between Vandeventer Spring Redevelopment Corporation

B as opposed to Grand Center, Inc. is -- is a meaningful

9 distinction.

10 Q. All right. And just so the record is

11 clear, we're referring to a document that I've marked

12 as Exhibit Three.

13 (At this point, Plaintiff's

14 Exhibit No. 3 was marked

15 for identification.)

Can we take a quick break?

MR. PAPA: You need another

MR. PAPA: I mean, I've got

16

17

18

19

20

21

22

copy?

here.

it here.

A.

MS. LUBBEN: I've got one

23

24

25

MR. PAPA: Absolutely.

(At this point, there was

a short break taken.)


Page 53


1

2 Q.


Okay. You have the Option Contract in

3 front of you. Did anyone pay anything as a result of

4 the Option Contract? I mean/ did Grand Center pay

5 Guzzardo anything? Did Guzzardo pay Grand Center

6 anything or -- I'm sorry. Not Grand Center.

7

8

9

10

A.

Q.

A.

Q.

Vandeventer Spring?

The Vandeventer Spring?

No.

What did you understand when you executed

11 this contract, what did you understand Vandeventer

12 Spring was getting out of this contract?

13 A. Well, to the extent that we could acquire

14 the property and to the extent that the project could

15 be developed, we'd be getting a very important

16 addition to the neighborhood.

17 Q. Now, I understand that this was likely the

18 first time that you were involved in a condemnation

19 proceeding on behalf of Vandeventer Springi correct?

20

21

A.

Q.

Yes.

Presuming that the Vandeventer Spring

22 followed all the -- the legal requirements to acquire

23 the property, other than establishing what the value

24 is by the Court, there's no way to prohibit the

25 condemnation from taking place, is there?

Page 54



extent it calls for a legal conclusion.

1

2

3 A.

MS. LUBBEN: Objection to the

I'm not -- I'm not sure I understand the

4 question.

5 Q. Well, the question is this. The

6 corporation has the authority to condemn property. As

7 long as it follows all the legal requirements, there's

8 no impediment to it getting the property at least at

9 that point in time to your knowledge as the president

10 of Vandeventer Spring?

11

12

13


for a legal conclusion, lack of

foundation, and speculation.

14 A. It is my understanding that if we follow

15 all the rules, that we -- we can -- we can come up

16 with a number determined by a legal procedure.

17

18

Q.

A.

Sure.

You have no assurance of what that legal

19 procedure -- what that number is going to be --

20

21

Q.

A.

Exactly.

but there lS, absent that, putative

22 certainty that you can get it done.

23 Q. All right. Do you understand that once a

24 number is assessed by the legal proceeding as to how

25 much the property has to be compensated or the

Page 55



1 property owner has to be compensated for the property,

2 that Vandeventer Spring had the -- the option of not

3 paying that and abandoning the project?

I have been over time -- People have argued

4

5

6

7 that.

A.

Q.

A.

Is that -- Is that my understanding?

Your understanding.

It is -- It's my belief that we could do

8 that back and forth that in inverse condemnation cases

9 that a price can then be enforced, but I've never -- I

10 didn't I didn't have that as a concern here. I

11 felt that if we got to a number, if we could afford

12 the number, we could pay it.

13 Q. All right. When was the condemnation

14 proceeding begun in reference to the time when this

15 Option Contract was executed? And using ~-

16

17

A.

Q.

Yeah.

-- the date that you executed it on

18 apparently March 5, 2004.

19

20

A.

Q.

I'm not sure.

Again I'll make reference to this Wagman

21 Post-Dispatch article. He suggests that the suit was

22 filed sometime after December of 2003 and before

23 February of 2004.

24

25

A.

Q.

Say -- Say those again? I'm sorry.

December of 2003 and February of 2004 is

Page 56

Masuga Court Reporting314/6BO-2424


1 when the condemnation action was actually --

2

3

A.

Q.

Okay.

-- instituted. Does that sound about

4 right to you or do you know for sure?

5

6 know

7

8

9

10

A.

A.

Q.

A.

You know, absent anything else, you

MS. LUBBEN: Don't guess.

Yeah, I'm not going to guess.

Okay.

You know, there -- there would -- there's

11 a document someplace that's got that.

12 Q. Let me ask you this: Was the condemnation

13 proceeding instituted prior to the execution of this

14 Option Contract?

have signed sometime in February.

15

16

A. I don't know. I mean, Guzzardo appears to

I appear to have

17 signed sometime on the 15th day of March. So, I don't

18 know exactly when it was -- when it was instituted.

19 Q. Okay. Tell me what you remember about the

20 condemnation proceeding. How did it progress through

21 the court system?

22 A. It didn't. I mean, we filed and at the

23 time there was a national case that was getting a lot

24 of -- a lot of attention.

25 Q. Uh-huh.


Page 57

A.1


Day never responded. To my knowledge, we

2 never got any response from him, legal or otherwise.

3 I had made mention earlier that there had been some

4 press in the previous year or two about St. Louis

5 University and other condemnations taking place in the

6 city and there was a lot of very bad press about this

7 at a national level, at a local level and we were

B in -- we were nowhere in terms of achieving any kind

9 of a response from -- from day. I mean, it was

10 just -- it was just dark on their side. To my

11 knowledge, he never even engaged an attorney.

12 Q. When you say that there was a lot of press

13 about this, you're not talking about a lot of press

14 regarding the Day matter?

15

16

17

A.

Q.

A.

Yes.

In 2004?

I'm talking about the Day matter and

18 eminent domain in general.

19 Q. Well, let's focus on the Day matter. What

20 do you recall being the issues raised in the press

21 regarding your attempt to condemn his property during

22 2004?

23 A. Well, you've got the Post-Dispatch

portrayed Grand Center in a

24

25

article. I mean, it was it portrayed -- I think it

in an aggressive

Page 58



1 negative light and there was considerable concern at

2 the Grand Center Board level and, candidly, among our

3 donors. You know, this was not -- this was not a

4 positive thing for us.

5 Q. Okay. Now, I'll represent to you that the

6 Wagman article appeared on January 31, 2005, and I'm

7 getting the impression that you believe there was

8 negative press ongoing about the Day matter throughout

9 2004 or at various times in 2004.

10 A. No, not so much about Day. And, again, I

11 will ~- I will defer to the record on this, but there

12 was a case -- I don't know the name of it -- that made

13 its way all the way to the Supreme Court about the use

14 of eminent domain for economic development.

15

16

Q.

A.

Commonly called the Kelo case?

Ke10 case, okay_ And that was ramping up

17 at the same time that this was ramping up. Now, when

18 we started these conversations, you know, I didnrt

19 know there was going to be a Supreme Court case that

20 was going to sort of crescendo into this. There was a

21 national organization that came to town over the

22 over the Day case that wanted to have demonstrations

23 in Grand Center. I mean, there was -- there was a lot

24 of -~ there was a lot of concern about this from a

25 public relations standpoint. I mean, to the extent

Page 59



1 that Mr. Day's intention was to discourage us from

2 pursuing eminent domain, he was successful. To the

3 extent that his intent was to get us to pay an

4 exorbitant price, he was disappointed.

5 Q. All right. But you're speculating as to

6 what actions he was taking because, as you said

7 earlier, throughout 2004, you guys hadn't heard

8 anything from him --

9

10

A.

Q.

That's exactly right.

-- right? What attempts were you making

11 to reach him during 2004 about any issues that may

12 have existed regarding, you know, his opinion

13 concerning your actions to try to take his property by

14 eminent domain?

15 A. We had a couple of conversations. I spoke

16 with him directly. As I say, to my knowledge, he

17

18

never

Q.

never engaged an attorney. And--

Can you be more specific as to

19 approximately when you would have had these

20 conversations with him and the circumstances where

21 they took place?

22 A. I stopped by his place of business on at

23 least once and I think two occasions and -- and he

24 just didn't want to talk. I mean, he just said, Look,

25 I, you know -- There just was not a -- There were some

Page 60



1 efforts I think on behalf of the alderman at the time,

2 Mike McMillan, to try to reach him to see if something

3 could be worked out and there just wasn't any -- there

4 just wasn't any communications.

5 Q. Did you speak with Mike McMillan during

6 2004 about any issues relative to that condemnation

7 proceeding?

8

9 it.

10

A.

Q.

I don't have any specific recollections of

Okay. When is the last time you think you

11 read the -- the Wagman article?

12

13

14

15

A.

Q.

A.

Q.

Oh. When did it run, 2005?

Well, I believe January 31, 2005.

Yeah, yeah.

I don't have a copy of the paper, but I've

16 got what --

17

18

A.

Q.

Yeah.

-- purports to be a copy of -- of the

19 article.

20

21

22

23

A. Okay.




24 MS. LUBBEN: If you have

25 questions about it, I'll ask that he takes

Masuga Court Reporting314{680-2424

Page 61

1

2

3

4


his time to review it.

MR. PAPA: Yeah, and I would

ask that he do the same. Might as well

get to it when we're talking about it.


Okay.5

6

7

A.

Q. All right. In that article towards the

8 end of it, it does make some reference to comments by

9 Alderman McMillan, does it not?

10

11

A.

Q.

Yes.

And reading that -- Now, you had just

12 mentioned that sometime before I think this article

13 carne out, you believed you had talked to

14 Alderman McMillan about the Day project and and,

15 you know, some of the issues that had arisen

16 concerning the use of eminent domain. Do you think

17 Mr. McMillan is inaccurate or whether it's being

18 reported inaccurately that he said he was surprised to

19 learn about Day's situation at the time this article

20 was being published and that he's quoted as saying,

21 "Had I been aware of it, I would not have supported

22 the way it was done"?

of foundation. Calls speculation.

23

24

25 A.

MS. LUBBEN: Objection, lack

Yeah, I -- my earlier comments were not

Page 62



1 predicated upon a specific point in time. Knowing

2 Mike McMillan, I would be surprised if he did not try

3 to contact Day if not before this article, after this

4 article because it talks about the case being set back

5 and if we didn't settle by -- you know, by the new

6 trial date or whatever, so I wasn't -- you know, I

7 wasn't trying to intimate that we went to

8 Mike McMillan with every action before we undertook

9 it. And Mike might have been, might not have been

10 surprised by this, but I'm pretty sure he tried after

11 this became a public issue to -- to resolve it. I

12 could be wrong, but I -- you know, Mike was a

13 pretty pretty proactive guy --

14 Q. Uh-huh.

15 A. -- and with something like this, I would

16 suspect that he would be trying to resolve it.

17 Q. On the occasion that -- occasion or

18 occasions that you personally visited with Mr. Day

19 after the suit had been instituted, what do you recall

20 about the nature of the conversations you had with

21 him?

22 A. Just that he -- that he didn't want to

23 make an offer, a counteroffer. He -- To this -- You

24 know, I met with Mr. Day in this room I don't

25 know -- three months ago and he would like to sell,

Page 63



did that decision --

A. I don't know the exact --

Q. Who was involved in that decision and when

but he will not name a number and he just, you know

I don't know the exact date, butdate,

I did take that to the full Grand Center

Q. Wagman article?

A,

Q. And was that after the publication of

A. Yes.

it went

this

Q. take place?

A. It was after the publication of the Wagman

article. We weren't making any progress. And just we

Board.

yourself, and -- and especially in this environment.

decided, you know, this is just -- we're just -- you

Well, I mean, you can't just keep bidding against

we -- if we had pursued this, we could have come out

with a judgment and a number that would have made the

Media Box impossible and, so, we made the decision to

I mean, there was all of this national press, all of

this national conversation about this. You know,

drop it.

and that's how he was back then. He just said, you

know, I'm -- Make another offer. Make another offer.

1

2

3

4

5

6

7

8

9

10

11

12

r', 13

14

15

16

17

18

19

20

21

22

23

24

25

Page 64



1 know, we're taking too much of a public beating and we

2 need to -- you know, we need to just dismiss this case

3 with prejudice.

4 Q. Okay. So, the public beating had been

5 occurring for some time before the Wagman article had

6 been written?

7

8

9 to?

10

A.

Q.

A.

The?

The public beating that you make reference

No, I think this really was the -- there

11 was a lot of conversation in there and there was

12 some -- and there was some negative press, but this

13 was really kind of the high point of it, but there was

14 also all of this press about eminent domain in

15 general, the case going to the Supreme Court. You're

16 looking ahead. Even if you Wln a case and you get

17 some exorbitant number, you know, can you afford to

18 pay it? You know, why are -- It was just the circ-

19 the set of facts were just bad at that particular time

20 to be trying to use eminent domain and, so -- so, you

21 know, we dropped the suit.

22 Q. Was a primary concern on behalf of the

23 Vandeventer Redevelopment Board and the Grand Center

24 Board adverse reputation, bad will being caused by the

25 action?

Page 65



1 A. There was certainly that. There was also

2 the concern that we could have come out of this with

3 a -- with a jUdgment that would have been -- would

4 have made the project itself, even if ~- you know, we

5 could have come out with a condemnation award that

6 would have made the project impractical in terms of

7 in terms of it ever getting built, so if you're in

8 this -- if you're in this process to achieve an

9 outcome and if the process gets tainted by outside

10 circumstances such that it's going to make the outcome

11 impossible anyway, why continue?

12 Q. Okay. Was Guzzardo or any member of his

13 development group consulted on whether you would

14 continue with the litigation against Day or not?

15

16

A.

Q.

I can't recall.

Is there any document that you've ever

17 seen where you talked with Guzzardo or talked with

18 Mr. Friedman about, you know, the plans to abandon

the condemnation action?19

20

21

the

A.

Q.

Not that I'm aware of.

They certainly had no right to control

22 that decision, did they?

23

24

A.

Q.

I don't believe so.

The Option Contract didn 1 t give them the

25 right to advance or cause to have the condemnation

Page 66



1 action advanced, did it?

2

3

A.

Q.

I don't believe so.

The Wagman article makes reference to

4 Mr. Guzzardo and to Eric Friedman, does it not?

5

6

A.

Q.

Yes.

While this condemnation action was

7 pending, do you recall having conversations with

8 Guzzardo and/or Friedman about what, if anything, they

9 were allowed to talk about or who they could talk to

10 about the project and -- and condemnation proceeding?

11

12

A.

Q.

No.

All right. Do you know whether Guzzardo

13 and Friedman were ever told they could not talk to the

14 press about the condemnation proceeding?

15

16

A.

Q.

Not that I'm aware of.

Prior to the publication of the article by

17 Mr. Wagman, had you been contacted by Wagman about,

18 you know, his plan to prepare and write an article?

19 A. Yes.

20 Q. And how did that occur? What do you

21 remember about that?

22 A. I think he sent me an e~mail saying that

23 he had some questions and I think I answered what I

24 could and I think I referred him to -~ to Eric and

25 Paul about descriptions of the Media Box per se. I

Page 67



1 think he had some questions about the Media Box

2 itself.

3 Q. Well, prior to that time -- And that was

4 just a day or two before the article came out; is that

5 when the e-mail came to you?

6

7

8

9

10

11

12

A.

Q.

A.

Q.

I'm not sure.

All right. I'll show you that.

Okay.




Does that appear to be a copy of the

13 e-mail that we're talking about?

14 A. Yeah, it would appear what! did was

15 pasted Wagman's e-mail to me and sent it to Eric.

16 Okay.

17 Q. Now, this e-mail from Wagman says -- I

18 don't know. Well, the e-mail was sent on Saturday,

19 January 29, 2005, and he indicates that on the prior

20 Tuesday, he spoke to Mr. Day and he says that Grand

21 Center is seeking to take his property by eminent

22 domain and use it for something called a Media Box.

23 Now, did you ever speak directly with Mr. Wagman about

24 this?

25 A. You know, I can't recall.


I spoke to

Page 68


1 Wagman. I was on the school board at this time.

2 Q. Okay.

3 A. So -- And Wagman was covering the school

4 board, so I had a lot of conversations back and forth

5 with Wagman on various things, so I can't recall if --

6 if this -- you know, if I had conversations with him

7 about this or not. But, I mean, clearly, you know, I

8 would not have --

9

10 question.

MS. LUBBEN: Wait for the

11

12

A.

Q.

Yeah.

I mean, it appears that Wagman had only

13 spoken to Jim Day a couple of days before this -- this

14 e-mail to you, the Tuesday before, and it was at that

15 point in time that Mr. Day informed him about the

16 condemnation action. Do you believe that Wagman was

17 writing articles before that time reference to this

18 matter?

19 MS. LUBBEN: Objection, calls

for speculation, lack of foundation.20

21 A. Yeah, I -- I mean, I don't know of any

22 articles that were published prior to this one

23

24

Q.

A.

Okay.

by Wagman. I'm not aware. You know,

25 and -- So, you know ...

Page 69



A. No.

that this can be controversial.

the time, I think Father Biondi was on the Board. I

A. It was -- Yes, I mean, my Board is a

Is that your recollection that you did

A. Yeah. Yes, I did.

Q. Do you recall that or are you just

Q. -- were they? It appears from Exhibit

that?

Mr. Friedman.

Five that you suggested that Mr. Wagman contact

remembering from --

responded to relocation. I sent him your way to

A. Well, I'm reading this e-mail and it would

appear that I -- that I tell Eric that I sent I

University's condemnations

some press, as I said, about St. Louis University. At

pretty informed board and, you know, there had been

Q. Were members of your Board aware in 2004

of all of this negative information circulating about

condemnations and using condemnations for, you know,

inappropriate reasons?

Q. But your organizations, neither Grand

Center nor the Spring Avenue Redevelopment group, was

involved in any of those issues with St. Louis

mean, people were pretty generally aware of the fact

1

2

3

4

5

6

7

8

9

10

11

12

/" 13

14

15

16

17

18

19

20

21

22

23

24

25

Page 70



1 explain what the Media Box is.

would indicate that a matter

2

3

Q. You were also asking or expecting that he

that as a matter of

4 law, businesses are entitled to relocation benefits so

5 he wasn't hearing it just from us.

6

7

A.

Q.

Uh-huh.

So, you were asking him to do more than

8 just talk about the Media Box, were you not?

9 A. I thought that would have been helpful,

10 but the specific question that Jake kept asking me is

11 what is a Media Box and I didn't want to misrepresent

12 what it was and

13 Q. Well, by this time, Grand Center and

14 Spring Redevelopment had had several lengthy

15 descriptions of what the Media Box --

16

17

18

19

A.

Q.

A.

Q.

Uh-huh.

-- was proposed to be, right?

Right.

Did you make an attempt to send that

20 information to Mr. Wagman?

21 A. No, I felt it would you know, I felt it

22 would not be inappropriate for the developers to

23 describe their project to -- to the press.

24 Q. What was your understanding as to the

25 controversy that Mr. Wagman was curious about what

Page 71



1 prompted him to write the article?

this sort of vague thing called Media Box that,

2

3 the

A. I think the eminent domain piece and

4 you know, I mean, if you look at it in the article, he

5 has it -- he has it in -- I think he actually has it

6 in quotes. Yeah, he does. So, my point is that

7 that he was -- he wanted -- he was trying to do, I

8 think, three things. Number one, tie a story into the

9 national sort of uplift of interest in the whole issue

10 of eminent domain for economic development. The

11 second is I think he was trying to portray a -- a

12 small property owner being disabused and -- in his

13 view. And he was trying to leverage that disabuse, if

14 you will, by saying that there's some sort of a

15 planned use here that isn't contemplated by the plan.

16 He gets into that in the article. But, again, he was

17 repre- -- he was referencing the CID Redevelopment

18 Plan, not the Vandeventer Spring Redevelopment Plan.

19 And, so, you know, I say in the article and I still

20 think that this was entirely consistent with what we

21 wanted to accomplish.

22

23 it?

24

25

Q.

A.

Q.

And you were still very enthusiastic about

Absolutely. Still am.

And to the extent that you were willing to

Page 72



1 pursue this course of action by eminent domain --

2

3

A.

Q.

Uh-huh.

-- right? But it appears that the

4 controversy has to do with the eminent domain? I

5 mean, prior to him contacting you, there was no

6 controversy in any quarter about what a Media Box is,

7 was there, to your knowledge?


for speculation, lack of foundation.

8

9

10 A. I mean, no one -- no one was objecting to

11 the Media Box that I was aware.

12

13

14

Q.

A.

Q.

No one on the Boards

No one on the Board, no.

that you were working with were raising

15 any issues

16

17

A.

Q.

No.

~- about how inappropriate this would be

18 or how vague it was or any of that --

19

20

A.

Q.

No.

-- concern that you, you know, expressed

21 or at least are talking about now? You all were still

22 hopeful n

23

24

25 fruit?

A.

Q.

Uh-huh.

-- that the project was going to bear

Page 73



1

2

A.

Q.

Yes.

You felt that the project would be an

3 improvement to having an auto repair station located

4 across the street from the Contemporary Art Museum

5 and ~- and The Pulitzer Foundation for the Arts;

6 correct?

7

8

A.

Q.

Yes.

By referring Mr. Wagman to Mr. Friedman

9 And at the same time, did you tell Mr. Wagman about

10 Mr. Guzzardo's interest in the project; do you recall

11 that?

12

13

A.

Q.

I don't.

Do you know how Mr. Wagman would have

14 found out about Mr. Guzzardo?

15

16

A.

Q.

I don't.

By referring Mr. Wagman to Mr. Friedman,

17 were you hoping to deflect some of the criticism away

18 from your organizations and -- and have the developer

19 explain the value of the project and the -- the

20 mechanisms by which Mr. Day would be compensated as a

21 result of the condemnation?

22 A. I think deflect is is the wrong verb.

23 I think what I was hoping to do was inform the public

24 about what this was and the value that it -- that it

25 represented and -- and I felt that could be best done

Page 74



1 by people that could articulate what the Media Box

represented in general -- or2

3 than in general.

in specific rather

I mean, to this day, I can assure

4 you that Paul Guzzardo or Sung -- Sung Ho Kim or

5 probably even Eric could give you a better description

6 of exactly what the Media Box was going to be than I

7 could. I was trying to give them an opportunity to

8 explain to the pUblic what -- you know, what this was

9 going to be and how it would be beneficial. The--

10 The second point that I make is that, you know, that,

11 obviously, I had talked to him about relocation

12 benefits and Eric is a -- an accomplished professional

13 realtor and I was you know, I was hoping he could

14 explain the process to Jake in -- in more precise

15 terms than maybe I could.

16 Q. All right. You had formed the opinion

17 that Mr. Wagman's story was going to be negative?

18

19

A.

Q.

Yep.

Did you expect it to be negative as to

20 your organizations?

21

22

A.

Q.

I did.

Did you suspect his tory would be negative

23 as to the developer?

24 A. I did not. I -- He didn't -- He was -- He

25 seemed a bit skeptical, but --

Page 75



1

2

Q.

A.

Did you have a history with Mr. Wagman?

Oh, yeah, yeah, from the -- from the

3 school board.

4 Q. And did you determine that facts don't

5 matter with him anyway?

6

7

8

A.

Q.

A.

Pretty much so.

Okay. Who is Michelle Cohen?

She was our communications person. I

9 think she was employed part-time at the time for about

10 a year.

11 Q. And her responsibilities would be to have

12 interaction with the press when the press had

13

14

A.

Q.

Uh-huh.

-- questions about projects of the Grand

15 Center or Spring Redevelopment?

16

17

A.

Q.

Yes.

Mr. Wagman had told him that -- had told

18 you that he had been frustrating -- or -- frustrated

19 by Michelle Cohen because, quote, "no one would tell

20 him what the Media Box is," close quote?

21

22

23

24

A.

Q.

A.

Q.

Where am 1?

That's the second page of Exhibit Five.

Okay.

Did you ever speak with Michelle Cohen

25 about any communications that she had with Mr. Wagman

Page 76



1 prior to the time you sent out this e-mail?

I don't recall.

No.

Do you know where she is now?

Is she still working for Grand Center?

I believe she's still inI don't.A.

A.

Q.

A.

Q.

2

3

4

5

6

7 St. Louis, but I don't

8 Q. Do you-all have a last known address here

9 in all likelihood?

10

11

A.

Q.

Yeah, we can find something.

Okay. Now, when you told Mr. Wagman that

12 the Media Box was, quote, "mixed use development with

13 design studio space on the first floor and housing

14 above," close quote, where did you get that

15 information?

16 A. From the drawings and from I think it's

17 actually part of the description in -- in the Option

18 Agreement.

19 Q. All right. And you made a point in

20 telling Mr. Wagman that it was entirely consistent

21 with the Redevelopment Plan --

22

23

A.

Q.

Uh-huh.

correct? Did you tell Mr. Wagman that

24 the developers had no input into the filing or

25 prosecution of the eminent domain case?

Page 77



1

2

A.

Q.

I don't recall.

That would have been a true statement had

3 you told him that, would it not?

4

5

A.

Q.

Yes.

Did you believe when you referred

6 Mr. Wagman to Mr. Friedman that in all likelihood

7 Mr. Friedman and his associates in the development

8 team would be made a part of the Wagman article?

9

10

A.

Q.

I'm sorry. Repeat could you?

When you referred Mr. Wagman to

11 Mr. Friedman about the items that are mentioned in

12 your e-mail, did you believe that they would then

13 become a part of the -- the Wagman article if in fact

14 he prepared one?

15 A. I would have had no way of knowing that.

16 Q. Well, from your prior experiences in

17 dealing with Mr. Wagman, would you have expected that

18 Mr. Wagman would have followed up and contacted

19 Mr. Friedman as you --

20

21

22

A.

Q.

A.

Oh, yeah.

-- suggested?

I think he would have contacted him.

23 Whether or not he would have included them in the

24 article, you know, is a different question entirely.

25 Q. Prior to talking to you, do you know


Page 78


1 whether Mr. Wagman was aware of who the developers

2 were of the Media Box project?

3

4

A.

Q.

I have no idea.

Do you know whether Michelle Cohen gave

5 him the names of the Media Box developers?

6

7

A.

Q.

I don't know.

Going back to the Option Contract, do you

8 recall why that Option Contract was entered into with

9 only Mr. Guzzardo?

10

11

A.

Q.

I don't.

At some point in time, did you become

12 aware of a shift or a change in the various roles

13 being played in this project between Mr. Guzzardo and

14 Mr. Kim?

15

16

A.

Q.

No.

What did you understand were the

17 respective roles that each of those individuals were

18 engaged in in presenting the Media Box project?

19 A. I thought Kim was the architect and Paul

20 was sort of the, if you will, media element designer

21 and developer.

22

23

24

Q.

A.

Q.

Okay.

Financial partner.

After the Wagman article carne out, which

25 of your Board members contacted you about it within

Page 79



1 the, say, day or two of its publication?

2

3 did.

4

A.

Q.

I can't recall. I'm not sure any of them

All right. When did you next have a board

5 meeting where that article may have been discussed?

6

7

8

A.

Q.

A.

I'm not sure.

What was your reaction to the article?

I thought it was very sympathetic to

9 Jim Day, I thought it was written precisely to

10 coincide with the sort of national debate about

11 eminent domain, and I thought it was -- I thought it

12 cast Grand Center in a very negative light and

13 misappropriately. I mean, a lot of the stuff he

14 talked about in there in terms of previous litigation

15 was simply inaccurate.

16

17

18

Q.

A.

Q.

I was going to ask you about that.

Yeah.

Had there been litigation involving Grand

19 Center that you weren't a part of that --

to -- Let's see

20

21

A. No, no, the litigation that he refers

a group of property owners led by

22 the Masonic Temple sued Grand Center in October in

23 Federal Court. They charged that Grand Center had

24 wrongfully threatened property owners with eminent

25 domain. I don't know what he's talking about there,

Page 80



1 you know. And--

2 Q. There was no Federal Court case filed?

3 A. The -- I mean, the Masonic Temple case

4 that I recall was the challenge to the TIF statute and

5 we do not have eminent domain rights in our TIF

6 statute and, you know, that case went all the way to

7 the Supreme Court and was -- was upheld and our

8 position was upheld, but, I mean, he sort of mixes

9 metaphors there. And then he talks about someplace

10 The Fox Associates, we sued The Fox Associates.

11 Q. It says the Fox sued Grand Center over

12 parking spots.

the parking spots and then

13

14

A. Yeah, but then it also goes on to say all

Then the second sentence

15 of that paragraph, it says that suit was dismissed,

16 but in a separate suit, Grand Center sued the company

17 that owns Fox in a land dispute that was dismissed in

18 Circuit Court. Well--

19

20

Q.

A.

Do you know what he's talking about there?

Yeah, there's a company -- there's an

21 organization called Foxland Associates that owns the

22 land under The Fox Theater. We sued Foxland

23 Associates to condemn the land underneath The Fox on

24 behalf of and at the instruction of Fox Associates.

25 Q. Okay.


Page 81


1 A. And Mr. Wagman got his facts a little

2 wrong there. He -- You know, my point is this guy is

3 just not terribly precise and that's what I was trying

4 to convey to -- to Eric.

5 Q. From the past experiences that you had

6 with him?

7 A. Yeah, past experience I had with him and

8 as represented in that article. I'm going to have to

9 leave in about five minutes.

10 Q. And I am sorry that we're running into

11 that schedule.

12

13

14

15

16

17

18

19

A.

Q.

A.

Q.

I'll let

I'll be back at one.

She's reminding you.

Yeah.

(At this point, an

off-the-record


Why don't we just adjourn right now and

I'm gOlng to look at my notes here and

20 I'll see what else I want to talk to you about.

21

22

23

24

25

A. Okay.

(At this point, an

off-the-record


(At this point, there was


Page 82


1

2 Q.

a lunch break taken.)

Mr. Schoemehl, who at Grand Center -- Let

3 me clarify. The Spring Redevelopment Corporation, for

4 all practical purposes, that was the same corporation

5 as Grand Center?

6 A. It's a subsidiary. It's a wholly owned

7 subsidiary.

8 Q. Okay. After this Option Contract was

9 executed, who at Grand Center was responsible for

10 monitoring compliance with the terms of that contract,

11 if anybody?

12 A. Well, it would have been probably

13 Ken Christian. JoAnne LaSala came along someplace in

14 there. She worked with us for a while in real estate

15 and I think she knew Paul Guzzardo and, so, she would

16 have had some contact with him. But I think in terms

17 of monitoring, it probably would have been Ken.

18 Q. Okay. JoAnne LaSala, is she still

19 associated with Grand Center?

20 A. She's not. She's -- I'm not sure where

21 she is now. She's lived here and in Boston since

22 leaving Grand Center.

23 Q. When did she first start working for Grand

24 Center, approximately?

25 A. I want to say 2003.


Page 83


1 Q. Okay. So, it would have been before this

2 Option Contract was executed?

3

4

5

A.

Q.

A.

Yeah, I

All right.

-- I could be wrong, but my instinct is

6 it's right about that time.

7 Q. Now, I'm looking at the period of time --

8 The contract was signed, I think we established that

9 you signed it on

10

11

A.

Q.

March 15.

-- March 15 of 2004. The contract says in

12 Paragraph 18 that it's subject to and contingent upon

13 prior approval by the Board of Directors of the seller

14 and the Board of Directors of Grand Center, Inc. and

15 that was supposed to take place within 30 days of its

16 execution. Do you know if there is a formal action

17 taken by both the Board of Directors at Grand Center

18 and Spring Redevelopment Corp.?

19

20

21

22

A.

Q.

A.

Q.

I don't know

Okay.

-- offhand.

Was a certified letter sent to

23 Mr. Guzzardo as required by Paragraph 18 advising him

24 that the contract had been approved?

25 A. I don't know.


Page 84


1 Q. All right. After the execution of the

2 contract and throughout 2004, do you know of any

3 exception that either Grand Center, Spring

4 Redevelopment Corp., or any of its agents took to the

5 manner in which Guzzardo was complying with the Option

6 Contract?

7

8

A.

Q.

I'm sorry. Could you state it again?

Sure. Throughout 2004, do you know of any

9 exception that was being taken by Grand Center or

10 Spring Redevelopment or any of its agents as to

11 Guzzardo's performance of the contract or under the

12 contract?

vague.

extent it calls for a legal conclusion and

13

14

15

16

17

A.

A.

I think n

MS. LUBBEN: Object to the

I think our -- my only concern, if you go

18 to Page 2

19 Q. Sure.

20 A. -- prepare with Fried- -- item 3 -- or--

21 Section 3, item 2, prepare with Friedman Development

22 Group a feasible -- a financial feasibility study of

23 the Media Box. I think I had mentioned earlier --

24

25

Q.

A.

Right.

-- I never really got a hard set of


Page 85


1 numbers that -- and, you know, to the extent that I

2 was concerned, it was that -- about the feasibility of

3 this is that we never really got good -- a good set of

4 numbers that you could kick the tires on.

5 Q. All right. At any time, was a written

6 request made to clarify that issue sent out by

7 yourself or anyone associated with Grand Center or

8 Spring Redevelopment?

9

10

A.

Q.

Not that I am aware of.

I mean, the contract requires, does it

11 not, that each party shall provide -- and this is Page

12 3, Paragraph 5, the bottom sentence -- each party

13 shall provide the other party with periodic updates

14 occurring at least every quarter regarding the status

15 of the project? Now, do you recall that an initial

16 quarterly status report was received from Guzzardo on

17 or about June 30, 2004?

18 A. I don't have any specific recollection.

19 I'm not sure that I would read that as to contemplate

20 a written update, but we had regular -- pretty regular

21 ongoing conversations about this.

22

23

24

25

Q. Okay.





Page 86

Q.1


Just so we're clear on that, your counsel

2 was good enough during Mr. Guzzardo's deposition to

3 identify a number of these documents, so it's not

4 taking me too long to find them. Handing you

5 Plaintiff's Exhibit Six, does this document purport to

6 be Guzzardo's first quarterly report pursuant to the

7 requirements of the contract?

8

9

10 time?

A.

Q.

Yes, it does.

Do you remember seeing that back at that

11 A. I remember seeing drawings. I don't

12 remember these specific drawings, but I do -- yeah, I

13 mean, I suspect that I did review this.

14 Q. Okay. After seeing that, do you recall

15 any occasion subsequent to that June 30, 2004, date

16 during which you or anyone else associated with Grand

17 Center or Spring Redevelopment notified Guzzardo that

18 he had not been complying with the contract by

19 providing this financial feasibility study or filing

20 additional quarterly reports?

21 A. No, I continued to meet with Guzzardo

22 and -- and I think it was by this time mostly he and

23 Eric Friedman and we were talking about having more

24 residential, that I was concerned that there wasn't

25 going to be enough rent to cover what they wanted to

Page 87



1 get done, there wasn't going to be enough income

2 Q. Uh-huh.

3 A. but, you know, this was all -- this was

4 all conceptual conversation at that point.

5 Q. DO you recall receiving a -- an e-mail

6 from a Mr. Kozeny in September of 2004 that set out a

7 rather expanded -- expanded document regarding the

8 project itself and the cost associated with the

9 project?

10

11

12

13

14

15

A.

Q.

Q.

I don't.

All right.


Exhibit No.7 was marked


Let me show you what's been marked Exhibit

16 Seven and ask if that looks familiar to you at all.

17

18

A.

Q.

This does not look familiar.

Okay. What kind of numbers were you

19 receiving from Guzzardo or anyone associated with

20 with his side of this enterprise as to, you know, what

21 it was going to cost to build the Media Box and the

22 associated residences and the like that was being

23 proposed?

24 A. Again, they were what I would call gross

25 square footage calculations, and -- and just based

Page 88


Paul Guzzardo v. Grand Center, Inc" et alDeposition of Vincent SChoemehl taken on 9/18/2012

1 upon the gross square footage and what we sort of knew

2 could be commanded by rents in -- in this project, I

3 just felt there was going to have to be more density.

4 It was originally proposed, I think, as three

5 residences.

6

7

Q.

A.

Uh-huh.

And that's when we started talking about

8 trying to maybe vacate the street to give it more

9 square footage without any real incremental cost and

10 perhaps add some additional units so that there -- you

11 know, so there could be some additional revenue. Of

12 course there would be additional cost. But it never

13 progressed beyond industry standards and I never saw a

14 real revenue side projection. I saw cost projections.

15 In fact I think there's a cost projection back here.

16 But, you know, to have a pro forma and to figure out

17 what sort of gap you're going to have in your

18 financing between your revenue and your expenses,

19 you've got to have a real pro forma that you can kick

20 the tires with and we never got to the second side of

21 that -- of that pro forma. We had the cost, but we

22 never got a reliable income projection.

23 Q. All right. Can you cite to me any

24 document that would have brought this to the attention

25 of Guzzardo, Friedman, any other -- any other

Page 89



1 individuals

2

3

4

5

6

7

A.

Q.

A.

Q.

A.

Q.

No, but we --

-- in his group?

NO, but it was discussed.

Discussed on a number of occasions?

Uh-huh.

In fact was it apparent to you that

8 Guzzardo and Friedman were expending, you know, time

9 and effort in developing this -- this project during

10 the course of 2004?

11 A. Absolutely they were and so were we. I

12 mean, we were -- there was a lot of staff time put

13 into this and, as I've stated earlier, you know, we

14 thought this was a good project and -- and wanted to

15 see it get built.

16 Q. Okay. Were there any Board members with

17 Grand Center or Spring Redevelopment that took a

18 particular interest in this project that seemed to be

19 wanting to be aware of and knowledgeable about what

20 was happening?

21 A. I think the -- I think the entire Board

22 was interested in.

23

24

Q.

A.

Uh-huh.

You know, there was some skepticism about

25 the -- about the cost, about how big a financing gap

Page 90



1 there would be, but, you know, that's -- that comes

2 with having lawyers and bankers and, you know, CPA's

3 and whatnot on your board, butl you know, we never got

4 to the point where it was we need -- you know, we need

5 to fill this much of the gap.

6 Q. WeIll just so I'm clear on this, presuming

7 the project went forward and was completed, would

8 Grand Center or Spring Redevelopment have any

9 ownership interest in the project itself?

10

11 intent.

12

A.

Q.

No, that was never -- that was never our

And I didn't think so. So, any risk

13 associated with not generating enough revenue to pay

14 for mortgages or whatever on the property would have

15 been risk borne by the developer?

16 A. Yes/ except we are spending time and --

17 and expenses promoting a project, and if you if you

18 promote too many projects that just go nowhere, you

19 lose your capacity to -- to raise money, to sustain

20 momentum, to -- so you have an obligation in my

21 position to your Board and to the City, because we're

22 designated by the City to do this stuff, you have an

23 obligation to pursue projects that are realistic and,

24 you know, Guzzardo and Friedman and some of the other

25 people, they're not the first people that we've had to

Page 91



1 coach on, you know, upSlzlng or downsizing the project

2 or figuring out a different way to approach it. You

3 know, we do that all the time. And, so, no, we

4 wouldn't have been at risk if the project had been

5 completely financed. Where we were at risk was at the

6 front end of the project just, you know, spending time

7 and money trying to move along a project that -- that

8 we didn't see -- we didn't see a firm P & Lon.

9 Q. All right. What was the reason why the

10 Option Contract focused on the singular property of

11 Mr. Day as opposed to, you know, having it, say, in

12 some location within our district would be made

13 available?

14 A. I don't know. I think that's the -- I

15 think Paul and Eric drafted that. I mean, as I stated

16 earlier, that was the property they came to us about.

17 It wasn't do you have a place where we can put this.

18 It was we want to the put this project here.

19

20

Q.

A.

All right.

And they were intrigued with that

21 curvature of the street and how the Media Box could --

22 could fill that space. I mean, there was a particular

23 aesthetic that attracted them to that.

24

25 street

Q. When you talked about vacation of a


Page 92


1

2

A.

Q.

Uh-huh.

-- to increase the footprint of the

3 property, whose idea was that?

4

5

A.

Q.

I think that was mine.

Okay. What street were you talking about

6 vacating?

7 A. To the west of the Day property as you

8 were going south on Spring, Spring branches off and it

9 goes to the left and curves around, goes down to

10 Lindell, and then it goes straight through and dead

11 ends at -- at Olive.

12

13

Q.

A.

All right.

So, there is a stretch of about 150 feet

14 by about 40 feet of width, maybe -- maybe more like

15 60, and there's a vacant parking lot that is owned by

16 AT&T on the other side of that. Now, we would have

17 had to get AT&T to agree to this, but they access that

18 parking lot off of Olive. They'd have to give up

19 access off of that vacated Spring portion, but it was

20 something that saying, okay, here's another, you know,

21 six to eight, ten thousand square feet that could be

22 added to the project site that we might be able to do

23 and it wouldn't cost any money.

24 Q. Okay. Looking at the Option Contract on

25 Page 2, in Paragraph 3, the middle of the second

Page 93


.'"1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25


third paragraph, it states, All such documents shall

remain the property of Guzzardo and Kim and treated as

proprietary and confidential. What did you

understand, number one, the documents were making

reference to in that context?

A. Well, it says the buyer shall deliver the

referenced architectural concepts, financial

feasibility study and prospective program and content

summary to seller for its review and approval prior to

closing on the subject property and seller's

obligation to close on the subject property with

with buyer shall be subject to and contingent upon the

delivery and seller's approval of the referenced

documents, so it was those documents.

Q. Okay. What did you understand the

statement that those documents were to remain the

property of Guzzardo and Kim and treated as

proprietary and confidential?

A. I assume that they didn't want, you know,

their drawings and their financials shared with other

developers.

Q. Okay. Once it was determined that this

project was going to be abandoned, at least the

project contemplated by this Option Contract, was

Grand Center, was Spring Redevelopment in possession

Page 94


Paul Guzzardo v. Grand Center, Inc., et alDeposition of Vincent Sehoemehl taken on 9/18/2012

1 of certain documents that could be considered

2 architectural concepts, studies, programming, and

3 content summaries?

4 A. Other than the last document that you

5 handed me, which was Number Seven, document Number

6 Seven that has -- isn't that the one with the drawing?

7 No. I'm sorry. Document Number Six. It's got

8 some -- It's got some drawings attached to it. And

9 then document Number Seven has -- has some cost

10 estimates associated with it. Other than that, 1 ' m

11 not aware of any -- any drawings or documents that

12 would have been -- would have been considered

13 confidential. Notwithstanding, I don't recall getting

14 on April on August the 15th a folder. I don't know

15 what was in that folder.

16

17

18

19

20

21

22

23

Q.

A.

Q.

A.

Q.

The binder --

The binder, yeah.

-- that was referenced?

Right.




Let me show you Plaintiff's Exhibit Number

24 Eight and ask if you recognize this document at all.

25 A. I don't remember the document in specific,

Page 95



1 but it's all familiar. I mean, I -- And it's

2 addressed to the Grand Center Board. I think I may

3 have asked Paul and Eric to prepare this to present to

4 the Board.

5 Q. All right. Once the -- the attempt to

6 purchase the property or obtain the property

7 referenced in the Option Contract was abandoned, what

8 did Grand Center or Spring Redevelopment do with any

9 of the documents prepared and submitted by Guzzardo,

10 Kim, or Friedman?

11 A. Nothing to my knowledge. I mean, I think

12 that, you know, I contacted Paul and we looked at

13 alternative sites in Grand Center. I showed him that

14 burnt church site, I showed him some other properties

15 around, but to my knowledge, we didn't share the

16 documents with anyone.

17 Q. In How did that -- Strike that. What

18 did you or anyone associated with Grand Center do to

19 notify Guzzardo, Friedman, Kim, any of the people

20 associated with them that you had decided to abandon

21 the attempt to obtain the property by eminent domain?

22 A. We talked about this before. You asked

23 did I talk to them before we did that and I said I

24 couldn't recall.

25 Q. Right.


Page 96


sites?

Q. What was the date that the Board voted to

Q. From?

A. It was shortly thereafter, I called him.

I mean,

I do have a specificI don't.

You know, I don't know offhand.A.

A.

Q. -- further action?

A. You know, I --

Q. When did you then approach Paul and in

A. Right.

Q. The Post-Dispatch?

A. From the Post-Dispatch.

A. And, unfortunately, as soon as the Board

voted to drop the lawsuit, someone alerted the press

and/or Eric that day, but it was probably nine o'clock

and, so, this was -- this was in the news media that

what way did you approach Paul about looking at other

in the morning and the Post-Dispatch was already on

suspend --

the story.

Q. All right. Do you have a specific

recollection of talking to either one of them?

recollection of getting a phone call almost 15 minutes

after our Board meeting ended, so ...

day and I suspect I had talked to Paul and -- and --

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we can get the date, but I --

Q. Sure.

A. -- but I donlt recall offhand, but it was

shortly thereafter. And we looked at other -- you

know, we looked at other sites. And I can't -- You

know, I mean, I couldn't tell you if that was within

two days or two weeks, but it was within sort of that

time frame.

Q. Did you meet with him about that?

A. Oh, yeah, yeah.

Q. Okay. Where did you meet with him?

A. I think we -- we actually met at the burnt

church. Maybe met at my office and went over there, I

can't recall, but I remember specifically showing him

that burnt church because he was interested -- he

seemed pretty interested in that site. And we're

we're still looking for something to do with it.

Q. Other than the burnt church, where else

did you --

A. Well, there's --

Q. talk to him about?

A. there's a considerable amount of land

along Spring that is -- that's vacant. Just north

immediately across Grandel from the burnt church and I

think we -- You know, I don't recall precisely other

Page 98



Q. Yeah.

recollection of that, of discussing the Woolworth

neighborhood. You know, you just drive through this

could have been mentioned as a possibility, but I'm

I think the Woolworth

I mean, we probably drove the

Not that I recall.

I certainly don't have any clear

A.

Q. Over what span of time do you think you

that was known as the Woolworth Building and using

Page 99

had discussions with Paul about other sites that might

than that.

Building.

Q. Okay. Do you know whether JoAnne LaSalla

not sure.

may have had further discussions with Guzzardo about

other properties that might be available?

A. May well have had, yeah. As I say, I

think she and Paul knew one another.

that in any way?

neighborhood, there are a lot of places where you can

build buildings as I think you pointed out earlier.

Q. Was there a discussion about a building

A. Yeah. By then, I'm pretty sure Big

Brothers Big Sisters had -- had expressed an interest

in getting that develop -- in being the developer for

that. You know, I could -- You know, it could -- it

Building -- This is 2005, right, that we're

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A. Not that I remember.

St. Louis ,University that I thought was important, so

guessing.

mean, I think -- I think finding another location

I mean, I took him on --Not that long.A.

just couldn't reach a consensus?

A. No, I wouldn't say we had. You know, I

there ever a conflict in that regard where you guys

you felt would work that Paul didn't or, you know, was

of ground wouldn't be suitable for a development like

what you may have expressed before why a vacant piece

Q. And do you know of any reason other than

know, where do you put something like this that

I don't think anybody had flagging enthusiasm.

Q. I mean, were there any parking lots that

that you want it to have and the connectivity to

it's -- that it has the fit and the feel that you

became -- you know, became the central issue. You

him. So, you know, I mean, you know, I would just be

on that tour and I think perhaps JoAnne and

Ken Christian had some follow-up conversations with

Q. Had you or your Boards tempered their

enthusiasm for the Media Box project after the Wagman

article was pUblished?

work?/"

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1 a Media Box?

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A.

Q.

No.

In fact you'd have to tear down what was

4 there in most instances to put the Media Box if you

5 would have one, right?

6 A. Well, in the singular instance, yeah, we

7 would have had to tear down that old Shell gas

8 station--

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10

Q.

A.

Right.

-- but your -- to your point, there are

11 places in -- in Grand Center where the Media Box

12 concept could have been executed. I think, you know,

13 from the drawings l the concepts, and whatnot I they put

14 a lot of focus on the design specifically around that

15 particular spot. And given the shape of that piece of

16 land, it wasn't something you could just pick up and

17 move someplace else. There would have been a lot of

18 energy associated with redesigning it.

19 Q. I appreciate that, but to me, and I'm

20 certainly not trained in architecture or design,

21 anything like that, it sort of looks like a box and it

22 seems like it would fit just about anywhere. Am I

23 missing a point here or is there something about your

24 conversations with them that cause you to believe that

25 there was something unique about, you know, this

Page 101



1 building and how it wouldn't be able to fit just on a

2 vacant piece of property no matter where it is?

3

4 worked.

A. No, I think the -- the concept could have

I think they were intrigued with the -- with

5 the curvature of the street and the way in which that

6 offered some opportunities for visual engagement with

7 the property, the location or the juxtaposition

8 between the Contemporary, The Pulitzer, and St. Louis

9 University right down the street, I think those all

10 had sort of, if you will, special attributes to this,

11 but, I mean, when I asked Paul to join me on a tour to

12 look at other locations, he carne and my recollection

13 is Eric was with him and, you know, we -- we wanted to

14 find another spot and I thought he wanted to find

15 another spot.

16 Q. All right. The last time that you met

17 with him or spoke to him about -- Guzzardo I mean or

18 Friedman for that matter spoke to either one of

19 them about this project and what could be done, if

20 anything, in Grand Center, when was that?

21 A. I would -- I'm not -- I'm not sure. I

22 just -- I'd be guessing.

23 Q. Did you have some contacts with Paul then

24 in 2006, near the end of 2006 about getting involved

25 in some consulting work or projects?

Page 102



stuff and he seemed to know a lot about it or know

have done that in 2006, 2000 -- yeah, 2006. And I did

I don't -- I'm not a technician and I didn't know that

here because this is just occurring to me as you're

I mean, I

I could be wrong

I don't know. I mean, you know, I didn't

that you may have had when you just picked up the

A. New Year's Eve festival and we might

types of because there were lots and lots of people

times, I believe, just to ask him to interpret certain

that want to do lighting displays in Grand Center and

call him from time to time just to talk through ideas.

people who did and, so, you know, I innocently would

Q. At any time during those conversations

Q. Right.

A. Yeah, actually, I think we may have

know he was upset enough to file a lawsuit.

millions of pages. And, so, I called him several

call Paul.

considered him a friend and I just picked the phone up

and called him from time to time to ask about lighting

technologies. And, you know, you go to Google and you

type in, you know, artistic lighting and you'll get

engaged him to do a light project.

asking this, but I think -- I think we engaged him to

do a light project or projection project at First

Night, which is this

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1 phone, did the conversation ever corne back around to,

2 you know, the Jim Day property acquisition

3 attempt and

4

5

6 time?

7

A.

Q.

A.

No.

-- what's happened to everybody since that

No. I mean, I -- the last time I remember

8 talking with him, he was someplace in South America --

9

10

Q.

A.

Uh-huh.

-- and I called him on the cell phone and

11 he answered and I could tell just by the nature of the

12 sound that he was someplace strange and he said, Yeah,

13 I'm someplace in South America and, so, it was a brief

14 conversation, but specifically I was asking him about

15 some sort of lighting technology. I forget what the

16 specific question was.

17 Q. Did Grand Center notice any adverse effect

18 financially from the Jim Day newspaper articles and --

19 and press that was associated with it, like a fall in

20 donations or any lost income because of it to your

21 knowledge?

22

23

A.

Q.

I couldn't say that with certainty.

All right. Did you ever speak with any

24 donor making a solicitation and being rebuffed because

25 of what they perceived to have been the manner in

Page 104



was asked to leave a board as a result of the article.

reasonable to believe that the individuals who were

article?

A. I don't know. I mean, I -- I believe I

that Paul thinks that he

A. -- all of whom were donors, and they were

Q. Do you think Mr. Guzzardo and Mr. Friedman

associated with it because of that article, isn't it

that your organization had some negative press

Q. All right. Since your Board perceived

heard about any negative impact on them was when I

anything from -- from Eric about it. First time I

He never said anything to me about it. I never heard

read the Complaint.

Page 105

identified in the article as being involved in that

enthusiasm, you can interpret that to the larger

know, so, to the extent that they were losing

read in the Complaint that

had any negative publicity associated with the Wagman

A. Well, I wouldn't put it that way. I would

say that I talked to my Board --

Q. Right.

concerned about the negative publicity and -- and, you

community, I think.

which the Jim Day property acquisition had been

handled?

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314/680-2424

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program or that project would also have had some

negative connotation associated with them?

MS, LUBBEN: Objection, calls

for speculation.

A. You know, you read that article, and on

its face, that article was about Grand Center and

about Vince Schoemehl and about litigation. The Media

Box is mentioned in passing. My candid opinion is you

have to be pretty thin skinned if you're Paul Guzzardo

or Eric Friedman to be offended by that article.

Q, Okay.

A. I mean, that article was about Grand

Center and me and -- and a misrepresentation of a

litigious history that I had had, you know, from 2001

to 2005 and about eminent domain as a national issue.

I mean, you know, the Media Box was a footnote in

that -- in that article and, you know, I mean, I was

stunned when I read this Complaint.

Q. All right. I don't know whether you

consider yourself qualified to -- to answer these

questions, but do you believe that Grand Center has

since the time of, you know, this project with the

Media Box applied or used any techniques or procedures

that were provided to Grand Center and Spring

Redevelopment in the materials submitted by Guzzardo

Page 106



1 and Sung Ho Kim in their presentation of the Media Box

2 project?

3 A. I'm going to say no, I'm not qualified to

4 answer that Icause I -- yeah.

5 Q. Do you know about the projects that were

6 performed by Rainer Kehres and Sebastian Hungerer

7 regarding the burnt church?

8

9

10 that?

11

A.

Q.

A.

Yes.

And what involvement did you have with

That was a light show project that was

12 sponsored by The Pulitzer Foundation for the Arts.

13 Grand Center's involvement was we provided, I think,

14 $15,000 in financial support to the project. It

15 involved the burnt church, I think the Contemporary

16 Art Museum, an installation on a piece of vacant land

17 across from The Pulitzer, The Pulitzer Foundation

18 itself, some interior lighting and exterior lighting.

19 Our involvement was -- And a installation by Powell

20 Symphony Hall. And our involvement was to allow them

21 to use the property by Powell Symphony Hall, the burnt

22 church, and provide $15,000 in programming money.

23

24 that

25

Q.

A.

Do you know what the total amount of

I --

Page 107



1

2

3

Q.

A.

Q.

-- project cost was?

I don't.

Okay. Was there anyone other than Grand

4 Center and The Pulitzer that commissioned that work to

5 be done?

6 A. I don't know. The Contemporary might

7 have, but I don't know.

8 Q. Are you familiar with the project that

9 Ann Lislegaard did with, I guess it was called Crystal

10 World at the Contemporary?

11 A. I think that was part of that same -- that

12 same overall --

13

14

15

Q.

A.

Q.

Oh-huh.

-- light program if I'm not mistaken.

Okay. Did Grand Center pay anything to

16 Ann Lislegaard?

17 A. Well, no, I think it all carne out of the

18 same pool

19

20

Q.

A.

Okay.

-- okay? And, you know, the people you're

21 mentioning here, these individuals, these are

22 international--

23

24

Q.

A.

Oh-huh.

artists who use these lighting

25 techniques allover the world, so, I mean, it's not --

Page 108



1 so, I mean, nothing -- nothing they did was

2 proprietary, let me put it that way.

3 Q. Did things that they did, were they things

4 that you believe Mr. Guzzardo could have arranged and

5 produced, as well?

6

7


for speculation, lack of foundation.

8 A. I have no idea. I mean, this was a

9 international light show involving international

10 artists. I don't know that Paul has any international

11 art curatorial experience. I mean, these were ~~ But

12 I have no idea if he could have curated that show or

13 not.

14 Q. What were the lighting projection projects

15 that you talked to him about here in Grand Center --

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17

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A.

Q.

A.

Q.

A.

Well, he --

-- at the end of 2006?

I think he actually did one.

Uh-huh.

I stand to be corrected by the record, but

21 I think -- I think we engaged him and paid him to do a

22 projection on The Pulitzer Foundation building if I'm

23 not mistaken.

24 Q. Sir, you've been patient with me. That's

25 all I have today.

Page 109


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Paul Guzzardo v. Grand Center, Inc" et alDeposition of Vincent Schoemehl taken on 9/18/2012

MS. LUBBEN: We'll review the

transcript.


Page 110


1 STATE OF MISSOURISS

2 COUNTY OF ST. LOUIS

3

4 I, Sara Alice Masuga, Certified Shorthand

5 Reporter and Certified Court Reporter within the

6 States of Illinois and Missouri, DO HEREBY CERTIFY

7 that pursuant to agreement between counsel that on

8 September 18, 2012, at the offices of Grand Center,

9 Incorporated, 3526 Washington Avenue, 2nd Floor,

10 St. Louis, Missouri, there appeared before me the

11 aforementioned witness, and having been duly sworn to

12 tell the whole truth, was examined, and the

13 examination was taken down in shorthand by me and

14 afterwards transcribed upon the computer, and said

15 transcription is herewith returned.

16 IN WITNESS WHEREOF, I have hereunto

17 subscribed my name this 12th day of October, 2012.

18

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IL CSR No. 084-002993MO CCR No. 1012(G)


Page 113


IN THE CIRCUIT COURT OF THECITY OF ST, LOUISSTATE OF MISSOURI

PAUL GUZZARDO,Plaintiff,

vs,GRAND CENTER, INC" etal,

Defendants.

APPEARANCES:

No, 0922-CC01036

For Plaintiff:For Defendants:

Callis, Papa, Hale & Szewczyk, PCStinson Morrison Hecker, LLP

CERTIFICATE OF OFFICER/STATEMENT OF DEPOSITION CHARGES

Deposition of VINCENT SCHOEMEHL taken on behalf of thePlaintiff on September 18, 2012

NO, of Pages: 115 Signature Reserved

Firm in possession of original transcript:

Callis, Papa, Hale & Szewczyk, PC, 1326 NiedringhausAvenue, P.O. Box 1326, Granite City, IL 62040

Taxing Info:

PLAINTIFF:DEFENDANTS:

$561, 25$228,00

r"-,

Upon delivery of transcript, the above charges had notyet been paid. It is required that all charges willbe paid in the normal course of business,

Page 114



MASUGA COURT REPORTING2033 Hiawatha Avenue

St. Louis, MO 63143-1215(314)680-2424

October 12, 2012

Stinson Morrison Hecker, LLPAttn: Ms. Cicely I. Lubben168 N. Meramec Ave., Suite 400St. Louis, MO 63105

In Re: PAUL GUZZARDO vs. GRAND CENTER, INC., et alNo. 0922-CC01036

Dear Ms. Lubben:

Enclosed herewith, please find your copy of thedeposition transcript of VINCENT SCHOEMEHL taken inthe above-styled matter along with the originalsignature page of same.

Please have the deponent read your copy of thetranscript, note any corrections to be made, sign theoriginal signature page, have the deponent's signaturenotarized where indicated, and return the signedsignature page and correction sheets to Mr. Papa forproper filing of the original transcript with theCourt.

Thank you for your attention to this matter.

Sincerely,

MASUGA COURT REPORTING

~;Y.4f4Yo~Sara Alice Masuga, CSR, CCR

cc: Mr. Papa

Page 115

Masuga Court Reporting314/6BO-2424

Documents

Vincent Schoemehl Deposition Transcript