In addition, the Purchase Agreement gives the City the right to terminate the Agreement if, in the exercise of a broad, discretionary standard of approval (the “City’s Approval Right”), the City does not approve the developer’s proposed project. Forsyth has not obtained its governmental approvals for its proposed project, and the City has not approved Forsyth’s proposed project pursuant to the City’s Approval Right. Nevertheless, Forsyth would like to close the sale of the Property, prior to obtaining such approvals and at their own risk, to permit Forsyth to complete a Section 1031 exchange prior to expiration of its six month replacement period due to expire on or about December 6, 2019 and to fulfil certain obligations to potential tenants. Section 1031 is a reference to Internal Revenue Code that allows the reinvestment of property sale proceeds into another with a lesser tax obligation. Interim City Manager pointed out revisions on the agreements provided to the Board.

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Franz vonKaenel, Armstrong Teasdale, addressed the Board with concerns on the specific language in the Arts and Entertainment Agreement (page 2, Section 4.1). He requested to add the following: “The A&E venue may be temporarily closed for reasonable periods of time not to exceed six months in any consecutive three-year period, except with the City’s approval. Which approval shall not be unreasonably conditioned, delayed, or withheld as necessary for repurposing, renovations, repairs, condemnation, or events of Force Majeure” which will provide additional flexibility for the operation of the venue. City Attorney O’Keefe noted that the provision does not allow to put the space for other use. Alderman Buse suggested that if in fact there are a series of closures that hit a certain number within the 20-year period, the 20-year period could be extended which may benefit both the City and the developer. Jim Koman, US Capital, addressed the Board stating that the intent is to never close the space, but if that happens, he urges the Board to amend the current language in order to provide opportunity to be more flexible in order to find a successful use for the venue. Alderman Boulton stating that the current language states “four permitted closures...and any additional temporary closures…; as things change the current Board at that time can make decisions as reasonable. Mayor Harris stated that a three-year window is an improvement to the current language.

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Alderman Boulton introduced Bill No. 6764, an ordinance to approve the closing of sale of 8049 Forsyth Boulevard and related ancillary documents as amended to be read for the second time by title only. Alderman Lintz seconded. City Attorney O’Keefe reads Bill No. 6764 as amended, second reading, an Ordinance Authorizing Closing Under a Purchase Agreement for the Sale of 8049 Forsyth Boulevard by title only. The motion passed on a roll call vote: Alderman Boulton – Nay; Alderman Lintz – Aye; Alderman Berkowitz – Nay; Alderman McAndrew – Aye; Alderman Buse – Aye; and Mayor Harris – Aye. The bill, having received majority approval was adopted and became Ordinance No. 6627 of the City of Clayton. AN ORDINANCE TO CONSIDER APPROVING ON-CALL CONTRACTS WITH ENGINEERING, ARCHITECTURE, AND SURVEYING CONSULTANTS

Interim City Manager Watson reported that City staff recently completed evaluation of qualifications for consulting firms for open-ended on-call contracts. This process last took place in 2016. Sixty (60) consultants were invited to submit proposals in any of the eight categories in the table below. These include Geotechnical Engineering and Materials Testing; Project Management; Public Facilities; Roadways, Alleys, Sidewalks, and ADA compliance; Stormwater Management and Low Impact Development; Streetscape, Lighting, and Landscape Architecture; Surveying, Mapping, & GIS; Traffic, Signals, and Intersections. Matt Malick, Interim Director of Public Works, addressed the Board to answer questions. In response to Aldermen Lintz’ question, Mr. Malick noted that the chart in the packet is incorrect and that he would provide the correct chart electronically.

In response to Aldermen Lintz’ question, Mr. Malick noted that the chart in the packet is incorrect and that he would provide the correct chart electronically. Alderman Boulton introduced Bill No. 6766, an ordinance to approve On-Call Contracts with Engineering, Architecture, and Surveying Consultants to be read for the first time by title only. Alderman Lintz seconded. City Attorney O’Keefe reads Bill No. 6766, first reading, an Ordinance Approving On-Call Contracts with Engineering, Architecture, and Surveying Consultants by title only. The motion passed unanimously on a voice vote. Motion made by Alderman Boulton that the Board give unanimous consent to consideration for adoption of Bill No. 6766 on the day of its introduction. Alderman Lintz seconded. The motion passed unanimously on a voice vote. Alderman Boulton introduced Bill No. 6766, an ordinance to approve On-Call Contracts with Engineering, Architecture, and Surveying Consultants to be read only for the second time by title only. Alderman Lintz seconded. City Attorney O’Keefe reads Bill No. 6766, second reading, an Ordinance Approving On- Call Contracts with Engineering, Architecture, and Surveying Consultants by title only.