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October 20, 2023

Wesley O. Fields
Partner
Direct: +1 816 391 7667
Fax: +1 816 855 3667
wesley.fields@bclplaw.com

PRIVILEGED AND CONFIDENTIAL

VIA EMAIL hhardwick@hardwicklaw.com


Herbert Hardwick
Hardwick Law Firm, LLC
12405 Grand Boulevard, Suite 800
Kansas City, MO 64108

RE: Response to Jackson County, Missouri’s Counteroffer to the Royals’ June 28, 2023
Term Sheet

Dear Mr. Hardwick:

I am in receipt of your Supplemental Response, dated October 12, 2023 (the “Counteroffer”), which is
supplemental to your initial response dated October 7, 2023, to the Kansas City Royals Baseball Club LLC
(the “Royals”) June 23, 2023 Term Sheet (the “Term Sheet”), which Counteroffer I understand you
submitted on behalf of the office of the County Executive of Jackson County, Missouri (the “County”). We
had hoped to receive a substantive counteroffer several weeks, if not months, earlier. The Royals are
frustrated by the delay, as many of the elements of the Counteroffer appear to have been developed based
upon the County’s analysis of information related to public/private financing partnerships of Major League
Baseball Stadiums in the United States that has been publicly available for nearly the entire time that the
County has been in possession of the Term Sheet. Had we received the County’s position, in writing,
relative to its participation in financing the construction and ongoing maintenance of a new stadium
(“Stadium”), we would not have spent the last three weeks seeking to negotiate, in good faith, a Term
Sheet that, in almost all respects, appears to be economically untenable for the County based upon the
Counteroffer even though it is largely the same structure under which the Royals and the County operate
today and have successfully since Jackson County voters approved the 3/8 cent sales tax in 2006.

Notwithstanding the Royals’ frustration with both the process the County has undertaken with respect to
negotiating a new lease – which lease would commit the Royals to the County for next forty (40) years -
and the flawed analysis of the financial participation the Royals’ are seeking from the County relative to the
other stadium financings you referenced in the Counteroffer, on behalf of the Royals, I offer the following
responses to the Counteroffer:

1. The Royals reject your proposal that the County not issue debt to finance the construction of the
Stadium, and, in lieu thereof, contribute Fifteen Million Dollars ($15 MM) annually toward the
construction of the Stadium. The Royals continue to expect the amount and type of financing set
forth in the Term Sheet, which includes the County or an entity designated by the County and
agreed to by the Royals that would issue debt secured by the 40-year extension of the 3/8 cent
sales tax and the County’s Park Levy and the proceeds of such debt financing would be used to
fund the construction of the Stadium.

609324172.5
Privileged and Confidential
Herbert Hardwick
October 20, 2023
Page 2

2. The Royals reject the County’s refusal to utilize the 3/8 cent sales tax and the County’s Park Levy
to fund the ongoing maintenance, operation and upgrades to the Stadium. The Royals continue to
expect that the RMMO Fund, as currently funded and utilized and as described in the Term Sheet
and the existing Lease between the County and the Royals, as amended (the “Existing Lease”),
be used for ongoing maintenance, operation and upgrades to the Stadium.

Based on our ongoing conversations with the Kansas City Chiefs (the “Chiefs”), the Royals and Chiefs are
aligned that the foregoing fundamental economic terms are required for each of the Chiefs and the Royals
to remain in the County.

3. Additionally, we reject your proposal that the new lease be for a term of twenty (20) years. The
Royals continue to expect that the County present a 40-year extension of the existing 3/8 cent
sales tax to the County electorate (the “County Stadiums Sales Tax”) and approve a lease with
the Royals that is coterminous with such County Stadium Sales Tax, all as described above and in
the Term Sheet.

As we indicated in our previous discussions, the Royals have enjoyed and celebrated a 50-year relationship
with the County that is premised upon and has been facilitated by the financing structure set forth in the
Existing Lease that the Royals proposal in the Term Sheet of continuing the same. If the Royals are going
to continue their presence in the County for the next forty (40) years, the existing financing structure,
which has been supported by the Jackson County electorate, and which is outlined herein and the Term
Sheet, must continue as well.

We look forward to hearing from you soon.

Best regards,

Wesley Fields

cc: DaRon McGee, Chairman of the Jackson County Legislature


Bryan Covinsky, Esq., Jackson County, Missouri
Mike White, Esq., Jackson County Sports Complex Authority
Allison Bergman, Esq., Hardwick Law Firm, LLC
Brooks Sherman, Kansas City Royals
Adam Sachs, Kansas City Royals

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