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    Mou Draft 13dec24

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    Texas Public Radio
    SAISD's draft MOU for the Camaron St. property

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd

    Mou Draft 13dec24

    Uploaded by

    Texas Public Radio
    475 views4 pages
    SAISD's draft MOU for the Camaron St. property

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    © © All Rights Reserved

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    PDF, TXT or read online from Scribd

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    SAISD's draft MOU for the Camaron St. property

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    475 views4 pages

    Mou Draft 13dec24

    Uploaded by

    Texas Public Radio
    SAISD's draft MOU for the Camaron St. property

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    of 4

    13Dec24 –WORKING DRAFT – SUBJECT TO BOARD APPROVAL

    MEMORANDUM OF UNDERSTANDING
    AMONG
    SAN ANTONIO INDEPENDENT SCHOOL DISTRICT, BEXAR COUNTY, CITY OF SAN
    ANTONIO, DESIGNATED BIDDERS, LLC, AND WESTON URBAN MANAGEMENT,
    LLC
    This Memorandum of Understanding (the “MOU”) is entered into on the _____ day of ___________, 2024,
    by and among the San Antonio Independent School District (“SAISD”) a Texas political subdivision,
    acting through its Superintendent of Schools as authorized by the SAISD Board of Trustees; Bexar County
    (the “County”), a Texas political subdivision and county, acting through its County Judge, as authorized
    by the Bexar County Commissioner’s Court; the City of San Antonio (the “City”), a Texas municipal
    corporation acting through its City Manager, as authorized by the San Antonio City Council; Designated
    Bidders, LLC (the “Team”), a Texas limited liability company acting through its authorized Managing
    Member; and Weston Urban Management, LLC (the “Developer”), a Texas limited liability company
    acting through its authorized Managing Member. SAISD, the City, the County, the Developer, and the
    Team may be individually referred to as a “Party” and collectively as the “Parties”.

    Recitals

    WHEREAS, the Team is the owner and operator of a professional minor league baseball team, the Missions,
    and desires real property for construction of a new downtown stadium (the “Ballpark”) for its baseball
    team; and

    WHEREAS, the Developer is undertaking a revitalization project in the northwest portion of downtown
    San Antonio that includes housing, commercial space, greenspace, lighting, landscaping, a public park and
    public facility to be used as a ballpark for professional play by the Team and as a multi-use events facility
    (collectively the “Project”); and

    WHEREAS, the Project will revitalize the underdeveloped area around SAISD’s Administration Building
    and Fox Tech Campus highlighting the San Pedro Creek; and

    WHEREAS, SAISD is the owner of unimproved real property determined by the Team and Developer to
    be necessary for the construction of the Ballpark, such real property identified in the Bexar County
    Appraisal Property Records as Property ID 101531, and legally described as NCB 132, Lot 38 Fox Tech
    High School Subdivision, City of San Antonio, Bexar County, Texas (the “Property”); and

    WHEREAS, the Property is not surplus, but SAISD is amenable nonetheless to conveying title to the
    Property for construction of the Ballpark in exchange for certain respective commitments by the Parties;

    NOW, THEREFORE, in consideration of the facts recited above, and the mutual terms and conditions
    contained herein below, the Parties agree and commit as follows:

    I. Commitments by the Parties

    A. SAISD’s Superintendent of Schools (or a designee) will be appointed to a seat on the Board of
    Trustees for the San Antonio Housing Trust.

    B. It was represented to SAISD that reimbursement by the TIRZ # 9 for SAISD’s construction of a

    1
    13Dec24 –WORKING DRAFT – SUBJECT TO BOARD APPROVAL

    new building for the Advanced Learning Academy (“ALA”) was not legally permitted. Consequently and
    alternatively, the Developer will donate land to SAISD for the construction of a new building for the ALA
    and for a new parking garage on or adjacent to Fox Tech campus. The Developer will also consult with
    SAISD for the repurposing of the ALA Euclid building to generate a revenue stream for SAISD.

    C. The County will construct a new parking garage (minimum of 250 spaces) on the Fox Tech campus
    (the “Fox Tech Garage”). The County will give SAISD overnight and weekend parking use of the Quincy
    Street garage. The use of both the Quincy Street garage and the Fox Tech Garage will be subject to a
    reservation of spaces for Missions’ events at the Ballpark. The County will assign responsibilities for
    security, certain maintenance duties, and operations of the Quincy Street garage and the Fox Tech Garage
    to SAISD. SAISD will not pay parking fees for use of the Quincy Street garage or the Fox Tech Garage.
    SAISD will be provided temporary parking during construction of the Ballpark and the Fox Tech Garage.

    D. The City and the County will adopt five-year measurable housing goals, acceptable to SAISD,
    including a focus on family affordable housing in the urban core, to include affordable housing being
    developed in SAISD attendance zones that would satisfy the following: A minimum of 1250 units; more
    than 500 2-3 bedroom units; and alignment with the federal guidelines for affordable housing, with housing
    at the 60%, 50%, 30%, and <30% Area Median Income levels.

    E. SAISD will have access to the Ballpark for certain SAISD uses, including without limitation, high
    school baseball playoff games and graduations, along with recognition of Fox Tech’s baseball history
    memorialized within the Ballpark, internships for SAISD students (operations, technology, business),
    fundraising opportunities, and access to the Ballpark for other agreed upon educational purposes.

    II. Option to Purchase

    A. In consideration of the foregoing commitments, SAISD will grant to a purchaser having the power
    of eminent domain, e.g., the County, (the “Purchaser”) the exclusive right and option to purchase the
    Property from SAISD on the terms and conditions to be negotiated and solely for the purpose of
    constructing and operating the Ballpark for the Team’s minor league baseball team. If the option to purchase
    is exercised, at closing the Purchaser will receive a deed without warranty and a reservation of the mineral
    estate, but with waiver of all rights of ingress and egress to the Property surface for the purpose of exploring,
    developing, mining or drilling of same.

    B. The Property will be sold and conveyed “As Is, Where-Is, With all Faults,” with a complete
    disclaimer of representations and warranties as to the Property, including as to any and all contamination
    on and under the Property surface.

    C. Any use of the Property other than for the primary use by the Team as a baseball stadium for
    professional play of its baseball team will trigger a reversionary clause in the deed, returning the Property
    to SAISD under terms to be further described in the purchase & sale contract and deed.

    III. Necessary Contracts

    Upon full approval and execution of this MOU, negotiations will commence on finalizing the contracts
    necessary to carry out the commitments summarized in this MOU, to include without limitation, the
    following: an option agreement to buy real property, a purchase & sale contract(s) for real property, a
    ground lease for the Fox Tech Garage, joint use agreement for the Ballpark, and amendment to the Quincy
    2
    13Dec24 –WORKING DRAFT – SUBJECT TO BOARD APPROVAL

    St. parking garage ground lease. The foregoing notwithstanding, this MOU shall not be construed to require
    a Party to approve any recommended or negotiated contract identified in this MOU; each Party may, in its
    sole discretion and for any reason, elect to approve or not to approve or execute any subsequent contract.
    The Parties agree that contracts necessary to carry out the commitments summarized in this MOU will be
    negotiated, finalized and signed before the option to purchase the Property may be exercised.

    IV. Non-binding MOU

    This MOU is not legally binding and is only intended to summarize the understanding among the Parties
    and to show an intent to proceed in general accordance with the commitments and agreements summarized
    herein. Nothing expressed or implied herein legally commits any Party to perform any obligation or
    commitment. Only a fully executed contract(s) will be binding on the Party(ies) signing said contract(s).

    V. Miscellaneous

    A. Termination. This MOU may be terminated at any time by mutual agreement of the Parties. This
    MOU will automatically terminate if the necessary contracts (see article III, herein above) are not finalized
    and fully executed before the first anniversary of this MOU.

    B. Amendment. This MOU may not be amended or supplemented except in a subsequent writing
    expressly modifying or supplementing this MOU and signed by the Parties.

    C. Counterparts. This MOU may be executed in one or more counterparts which may include
    mutually approved electronic execution, each of which shall be deemed an original and all of which taken
    together will constitute the same instrument.

    D. Governing Law; No Waiver of Immunity. This MOU is governed by the laws of the State of
    Texas, without regard to conflict of laws principles. Notwithstanding any provision in this MOU, no Party
    will be required to perform any act or to refrain from any act if that performance or non-performance would
    constitute a violation of the Constitution or other laws of the State of Texas. SAISD, the County and the
    City do not intend to waive of any immunity to which it is entitled under Texas law.

    E. No Assignment. This MOU, and any interest or right in this MOU, may not be assigned by any
    Party.

    [Signatures page follows]

    3
    13Dec24 –WORKING DRAFT – SUBJECT TO BOARD APPROVAL

    San Antonio Independent School District Bexar County


    a Texas political subdivision a Texas political subdivision

    By: ______________________________ By: ___________________________


    Jaime Aquino Peter Sakai, County Judge
    Superintendent of Schools

    Approved as to form:

    By: ___________________________
    County Attorney

    City of San Antonio Designated Bidders, LLC


    a Texas municipal corporation a Texas limited liability company

    By: ____________________________ By: _____________________________


    Erik Walsh, City Manager Bruce Hill, Managing Member

    Approved as to form:

    By: _________________________
    City Attorney

    Weston Urban Management, LLC


    a Texas limited liability company

    By: _________________________________
    Randy Smith, Managing Member

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