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Legislation #: 150251 Introduction Date: 4/9/2015
Type: Ordinance Effective Date: none
Sponsor: None
Title: Authorizing the City Manager to execute a Settlement Agreement and Mutual Release with Kansas City Live, LLC for the purpose of settling and releasing certain claims with respect to the development of the PLB Project as defined by the Master Development Agreement and with respect to the disbursement of disputed tax credit sums pursuant to the Midland/Empire Development Agreement; appropriating $2,070,000.00 from the Unappropriated Fund Balance of the General Fund; designating requisitioning authority; and recognizing this ordinance as having an accelerated effective date.

Legislation History
DateMinutesDescription
4/8/2015 Filed by the Clerk's office
4/9/2015 Referred to Planning, Zoning & Economic Development Committee
4/15/2015 Advance and Do Pass, Debate
4/16/2015 Passed

View Attachments
FileTypeSizeDescription
150251 11th Amendment (MDA).pdf Other 1218K 11th Amendment
150251 10th Amendment (MDA).pdf Other 706K 10th Amendment
150251 9th Amendment (MDA).pdf Other 351K 9th Amendment
150251 8th Amendment (MDA).pdf Other 960K 8th Amendment
150251 7th Amendment (MDA).pdf Other 868K 7th Amendment
150251 6th Amendment (MDA).pdf Other 4915K 6th Amendment
150251 5th Amendment (MDA).pdf Other 6891K 5th Amendment
150251 4th Amendment (MDA).pdf Other 719K 4th Amendment
150251 3rd Amendment (MDA).pdf Other 209K 3rd Amendment
150251 2nd Amendment (MDA).pdf Other 293K 2nd Amendment
150251 1st Amendment (MDA).pdf Other 332K 1st Amendment
150251.pdf Authenticated 252K Authenticated
fact sheet-150251.docx Fact Sheet 24K fact sheet
settlement agreement.pdf Agreement 199K settlement agreement
00277 admin-approp sheet.xls Other 44K Admin Worksheet

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ORDINANCE NO. 150251

 

Authorizing the City Manager to execute a Settlement Agreement and Mutual Release with Kansas City Live, LLC for the purpose of settling and releasing certain claims with respect to the development of the PLB Project as defined by the Master Development Agreement and with respect to the disbursement of disputed tax credit sums pursuant to the Midland/Empire Development Agreement; appropriating $2,070,000.00 from the Unappropriated Fund Balance of the General Fund; designating requisitioning authority; and recognizing this ordinance as having an accelerated effective date.

 

WHEREAS, the City and Kansas City Live, LLC, (the “Developer”) have entered into a Master Development Agreement dated April 27, 2004, which has been amended by the First Amendment to Development Agreement dated as of July 24, 2004, the Second Amendment to Development Agreement dated as of September 15, 2004, the Third Amendment of Development Agreement dated as of February 7, 2005, the Fourth Amendment of Development Agreement dated as of March 8, 2005, the Fifth Amendment of Development Agreement dated as of March 9, 2005, the Sixth Amendment of Master Development Agreement dated as of May 1, 2006, the Seventh Amendment of Master Development Agreement dated as of May 1, 2006, the Eighth Amendment of Master Development Agreement dated as of April 30, 2007, the Ninth Amendment of Master Development Agreement dated as of August 29, 2008, the Tenth Amendment of Master Development Agreement dated as of February 17, 2009, and the Eleventh Amendment of Master Development Agreement dated as of August 22, 2012 (collectively, the “Master Development Agreement”); and

 

WHEREAS, the Master Development Agreement contains terms relative to the redevelopment of the PLB Property which was contemplated to occur through the implementation of the PLB Project pursuant to the PLB Development Agreement, as such terms are defined and used within the Master Development Agreement; and

 

WHEREAS, the PLB Project was to include the PLB Garage, PLB Retail and PLB Residential, as such terms are defined and used within the Master Development Agreement; and

 

WHEREAS, the parties were to have certain rights and obligations with respect to the PLB Project as defined more fully within the Master Development Agreement; and

 

WHEREAS, the PLB Project as contemplated by the Master Development Agreement has not been implemented and the parties are engaged in an ongoing dispute over the extent to which the parties rights or obligations relative to the PLB Project, if any, continue to survive, and, if so, the monetary values to be assigned to any such rights or obligations; and

 

WHEREAS, the parties, Midland-Empire Partners, LLC and Midland-Empire, Inc. have previously entered into that Midland/Empire Development Agreement (the “Midland Tax Credit Agreement”) dated August 29, 2008, which agreement contemplated the use of federal and state historic tax credits for the redevelopment of the Empire Theatre and the Midland Theater, and provided for the disbursement or payment of a certain sum (the “Differential”) pursuant to a formula provided therein; and

WHEREAS, the parties, in an effort to clarify their understanding with respect to the inclusion or exclusion of developer’s fees in calculating the disbursement or payment due with respect to the Differential mutually executed a letter agreement dated February 16, 2009 (the “Side Letter”); and

 

WHEREAS, the parties are engaged in an ongoing dispute over the meaning of the Side Letter and its impact on the Differential calculation under the Midland Tax Credit Agreement; and

 

WHEREAS, the parties agree that they have mutual interests in continuing to promote the redevelopment of the Power & Light District and that such mutual interests present opportunities for cooperation in lieu of disputing or litigating with respect to the PLB Project or the Differential due, if any; and

 

WHEREAS, the parties deny liability to each other, however, in order to avoid the expense and uncertainty of litigation, and in consideration of their mutual interests, have agreed to settle and release certain claims which they might otherwise be entitled to assert; NOW, THEREFORE,

 

BE IT ORDAINED BY THE COUNCIL OF KANSAS CITY:

 

Section 1. That the City Manager is hereby authorized to execute the “Settlement Agreement and Mutual Release” with Kansas City Live, LLC, for the purposes contemplated herein. The “Settlement Agreement and Mutual Release” is approved in substantial form to that attached hereto.

 

Section 2. That the City Manager is hereby authorized to take such further action, and execute such other documents, certificates and instruments, including any required agreements or documentation, as may be necessary or desirable to carry out and comply with the intent of this ordinance and to comply with and perform the duties of the City with respect to the “Settlement Agreement and Mutual Release”

 

Section 3. That the sum of $2,070,000.00 is hereby appropriated from the Unappropriated Fund Balance of the General Fund to the following account:

 

15-1000-129140-618520-B Midland/Empire Development $2,070,000.00

Section 4. That the Director of Finance is hereby designated as the requisitioning authority for Account No. 15-1000-129140.

Section 5. That this ordinance, relating to the appropriation of money, is recognized as an ordinance with an accelerated effective date as provided by Section 503(a)(3)(C) of the City Charter and shall take effect in accordance with Section 503, City Charter.

_____________________________________________

 

I hereby certify that there is a balance, otherwise unencumbered, to the credit of the appropriation to which the foregoing expenditure is to be charged, and a cash balance, otherwise unencumbered, in the treasury, to the credit of the fund from which payment is to be made, each sufficient to meet the obligation hereby incurred.

 

 

___________________________________

Randall J. Landes

Director of Finance

 

Approved as to form and legality:

 

 

___________________________________

Brian T. Rabineau

Assistant City Attorney