April 21, 1959 ADDENDUM TO INVITATION TO BID Addendum No. 1 Invitation No. AD-6-295 Date of Invitation: April 3, 1959 Date and Time of Opening: 1:30 PM, CST, April 30, 1959 This Invitation for Bids solicits offers for lease of "Approximately 45,500 net usable square feet of space within a defined area in Kansas City, Missouri." The last paragraph of Paragraph 5, Schedule A, of this Invitation is changed to read as follows: "Net usable space shall be figued exclusive of rest rooms All other terms, conditions, and specifications as contained in the Please note under Item 12 of the Bid to Lease Space the receipt of this Addendum. Acquisition and Disposal Division Public Buildings Service General Services Administration 2306 East Bannister Road Kansas City 10, Missouri Exhibit 28--Memorandum from Regional Appraiser, General Services Administration, Kansas City, Mo., to Chief, Acquisition Branch, October 29, 1959 morandum UNITED STATES GOVERNMENT DATE October 29, 1999 date of 4 subjest property ated Kansas City, Missouri, as of October 8, 1980 deling and rehabilitation work. A received an appraisal report covering the the reviewed by the Regional Appraiser and forwarded icing in the Bentral effies with recommendations the Velus and Fair Rental Values be approved. 28 October, 1930, the Director of Appraising adviced by telephone report had been accepted. Teletype firmed the acceptability of the rep Predicated on Values reported have been computed per GSA Manual .2. as follows: 9-10-28-30 from Mr. Moreland appraisal report, Beonomy Ast limitations Wet Rent from Whole Property is $73,887.96 which is 41.45% of Gross Rent. Ground floori $3.66 pas space described in the lease is as galore! 3rd floors rentable arm including services Note that of office Comp station lights, now and the east of services at egional Appraiser all services to all arena and/or inside parking areas, etc. The total cost of all services divided by the net rentable area of office space only, indicated the rate used of $1.35. Exhibit 29--Letter from David Waldman, attorney, Third Recon Corporation, As per your request, I have reviewed my office records March 16, 1959 - Office conference with W. D. Ray regarding Second Recon Corporation. Mr. Ray advised that Mr. Ralph W. Rice, Jr. and he were investigating the possibility of leasing 2420 Broadway, Kansas City, Missouri and subleasing to G.S.A. A Third Recon Corporation was to be formed and the incorporators are to be W. D. Ray, Ralph W. Rice, Jr., and Roy J. Richie. A future meeting was to be arranged for discussion of details. April 10, 1959 - Call from Mr. Rice for a meeting on April 11th at 7924 State Line with the incorporators. April 11, 1959 - Meeting with Ray, Rice and Richie. Discussion on lease of 2420 Broadway. Also suggested use of Three R Corporation as corporate name instead of Third Recon Corporation because of some opposition from corporate department on successive numbered corporations. May 15, 1959 W. D. Ray requested determination if the name "Third Recon Corporation" could be obtained. Call to Jefferson City regarding use of name received verbal O.X. July 27, 1959 Office conference with Ray on draft of lease submitted by Foremost, Inc. Articles of incorporation prepared for Third Recon Corporation. August 1, 1959 - Corporation papers signed and forwarded with personal check to Jefferson City. BALTIMORE 1-6655 DAVID WALDMAN ATTORNEY AT LAW 707 WALTOWER BUILDING KANSAS CITY 6, MISSOURI Page 2 August 12, 1959 Received call in Phoenix, Arizona that corporate papers not accepted because of corporate name. August 19, 1959 - Returned to Kansas City. Called Jefferson City regarding corporate name. Received approval to return papers. Meeting with incorporators at office. Was furnished copies of intent to lease by G.S.A. and notified that a prerequisite of the acceptance by G.S.A. was providing off-street parking facilities could be arranged. August 28, 1959 - Returned to Kansas City from Phoenix. Through offgee error Third Recon Corporation mailed to Phoenix. New corporate forms prepared and submitted to clients for signature. Meeting with Milton James for obtaining lease to provide elevated parking facilities. September 2, 1959 Ralph W. Rice, office conference. papers forwarded to Jefferson City. Corporate September 4, 1959 Call to Jefferson City and was advised Third Recon Corporation papers filed bearing corporate No. 96438. September 8, 1959 - Meeting of incorporators and stockholders at 7511 Troost, Kansas City, Missouri. Stockholders and incorporators ratified and adopted the acts of Ray and Rice in connection with the leasing of 2420 Broadway and negotiating the sublease with G.S.A. as acts of the corporation and ordered that such documents as may be necessary for this purpose be executed by the directors. Director's meeting followed- plans and costs for remodeling and parking facility reviewed and approved. Stock issued to subscribers. Subsequent to the above, a formal lease and option to purchase was executed on October 7, 1959 with Foremost Food & Chemical Company. The Lessors insisted that the lease be executed by Ray and Rice so that they remained personally liable and pro BALTIMORE 16655 DAVID WALDMAN ATTORNEY AT LAW 707 WALTOWER BUILDING KANSAS CITY 6, MISSOURI Page 3 vided for an assignment of the lease to the corporation. (see paragraph 4 (h) of lease). This follows the language of the previous draft of the lease. The lease was assigned to Third Recon Corporation on October 20, 1959. Recently, Third Recon Corporation executed a formal lease submitted by G.S.A. but which had not been signed by G.S.A. as of this date. Third Recon Corporation is authorized to issue 600 shares of $50.00 par value common stock. Ten shares have been subscribed and paid for. This meets the requirements of Section 351.055, Revised Statutes of Missouri, and more particularly sub-paragraph 4 thereof. It is my opinion that at the time G.S.A. signed its letter of intent on August 14th, Third Recon Corporation was a de facto corporation and was legally competent to contract and be liable for its actions. It is apparent that this corporation made an attempt at a substantial compliance with the requirements of the law and that under the law such a corporation formed for the purposes intended can legally conduct business. Unfortunately, the failure to fully meet the requirements of filing with the Secretary of State was due to decisions beyond our control, notwithstanding that the Articles of Incorporation of Third Recon Corporation were submitted by U.S. Mail, postage prepaid on August I., 1959. Even though the status of Third Recon Corporation as to existence may be subject to a difference of opinion as of the preliminary negotiations for a lease with G.S.A., this corporation will be held liable where it has ratified or adopted a contract made prior to incorporation and has accepted the benefits therefrom. There can be no question but that the benefits are to flow to Third Recon Corporation. The acts of both parties (Third Recon Corporation and G.S.A.) in recent days constitute a waiver to any claim by either party that it did not have the capacity to ratify or act in furtherance of a previously negotiated contract. I sincerely question whether there is any merit in our discussion of the status of Third Recon Corporation previously to the time that |