COMMITTEE SUBSTITUTE FOR ORDINANCE NO. 970348

Approving the assignment of certain rights and obligations by Mulkey Square Development Corporation to Missouri Assets L.L.C. and releasing Mulkey Square Development Corporation from certain of its rights and obligations.

WHEREAS, Mulkey Square Development Corporation, a Missouri corporation (f/k/a Lacy & Company, a Missouri corporation) ("Mulkey Square Development Corporation") has an interest in a certain development located generally between 13th and 14th Streets, Summit to Belleview, in Kansas City, Jackson County, Missouri, and more specifically described as Lots 1, 2, 3, 4 and 5, Mulkey Square, a subdivision in Kansas City, Jackson County, Missouri, herein referred to as Mulkey Square; and

WHEREAS, Beverly H. Platt, as Trustee and Gad Smith, as Successor Trustee, Trustees under the Trust Declaration and Agreement dated January 30, 1989 ("Trustee") is the owner of a portion of the said Mulkey Square; and

WHEREAS, the City Council of Kansas City, Missouri approved a Cooperative Agreement between the City and Mulkey Square Development Corporation; and

WHEREAS, said Cooperative Agreement provided in part that Mulkey Square Development Corporation shall remain liable under the terms of the Cooperative Agreement unless and until it assigns its rights and obligations to a third party and such assignment is accepted by the City, which acceptance shall not be unreasonably withheld; and

WHEREAS, the City Council of Kansas City, Missouri, approved an agreement for construction of certain improvements to 13th Street and deferral of certain improvements ("Deferral Agreement") between the City and Mulkey Square Development Corporation; and

WHEREAS, the Deferral Agreement provided in part that Mulkey Square Development Corporation shall not be released from the terms of the Deferral Agreement without the express written consent of the City; and

WHEREAS, Mulkey Square Development Corporation now desires to assign all of its interest, right, title and obligation under the Cooperative Agreement and under the Deferral Agreement to Missouri Assets L.L.C., a Delaware limited liability company; and

WHEREAS, the City desires to accept the assignment and to release Mulkey Square Development Corporation from all of its rights and obligations under the Cooperative Agreement and the Deferral Agreement; NOW, THEREFORE,

BE IT ORDAINED BY THE COUNCIL OF KANSAS CITY:

Section 1. That the Assignment and Assumption Agreements between Mulkey Square Development Corporation and Missouri Assets L.L.C., copies of which are attached hereto and incorporated herein by this reference, are accepted and approved and the City hereby accepts and acknowledges Missouri Assets L.L.C., as the assignee of all rights and obligations under the Cooperative Agreement dated April 5, 1990, and under the Deferral Agreement dated March 3, 1992.

Section 2. That Mulkey Square Development Corporation and the Trustees are hereby fully released from all of their rights, duties and obligations incurred under the Cooperative Agreement and under the Deferral Agreement effective on the date the Assignment and Assumption Agreements are fully signed.

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Approved as to form and legality:

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Assistant City Attorney