Ordinance No. 6,081911125 -1
ORDINANCE NO. 6081
AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO
EXECUTE AND THE CITY CLERK TO ATTEST TO AN AGREEMENT
WITH MILLER BROWN DEVELOPMENT COMPANY, INC. TO DEVELOP
A MARKETING ANALYSIS /FEASIBILITY STUDY OF A PROPOSED
MARINA -HOTEL COMPLEX AT BAYLAND PARK; AND PROVIDING FOR
THE EFFECTIVE DATE THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS:
Section 1: That the City Council of the City of Baytown,
Texas, hereby authorizes and directs the Mayor and City Clerk of
the City of Baytown to execute and attest to an agreement with
Miller Brown Development Company, Inc. to develop a marketing
analysis/ feasibility study of a proposed marina -hotel complex at
Bayland Park. A copy of said agreement is attached hereto,
marked Exhibit "A," and made a part hereof for all intents and
purposes.
Section 2: This ordinance shall take effect immediately
from and after its passage by the City Council of the City of
Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the
City Council of the City of Baytown, this the 25th day of
November, 1991.
MARI DELGADO Mayor Pro Tempore
ATTEST :
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EILEEN P. HALL, City Clerk
eTgNACIO RAMIREZ, ., City Attorney
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AGREEMENT FOR EXCLUSIVE RIGHT TO NEGOTIATE
THIS AGREEMENT FOR EXCLUSIVE RIGHT TO NEGOTIATE
( "Agreement ") is entered into as of the day of November,
1991 by and between THE CITY OF BAYTOWN ( "City ") and MILLER BROWN
DEVELOPMENT COMPANY, INC. ( "Developer ").
R E C I T A L S
A. Pursuant to City's "Request for Proposals" dated
September 13, 1991, Developer submitted a proposal for
development of a park, marina, hotel and conference center
( "Project "), to be located on approximately 26 acres of property
owned by the City and known as "Bayland Pairk" ( "Property ").
B. City has given preliminary approval to Developer's
proposal and Developer desires to undertake necessary studies of
the Project and the Property, and to enter into negotiations with
the City for development of the Project.
C. To encourage Developer to undertake review of the
Project, City agrees to provide Developer with an exclusive right
to negotiate for development of the Project under the terms of
this Agreement.
EYMBIT A
NOW, THEREFORE, the parties hereto do agree as follows:
1. Exclusive Right. For a period of ninety (90) days
after the date of this Agreement, Developer shall have a right to
undertake a review of all aspects of the Project and the Property
and to conduct negotiations with the City with regard to
potential development of the Project. Among other matters, the
parties intend to negotiate the terms under which City and
Developer will jointly participate in the Project and the
financial participation responsibility of each of the parties.
During the review period, City will not negotiate with any other
party with regard to potential development of the Project area.
If, at the end of the initial ninety (90) day period, Developer
has diligently pursued the review of the feasibility of the
Project, Developer may request, and City shall provide an
extension of ninety (90) days for further review of the Project
and negotiation under the terms of this Agreement. During such
extension, Developer shall continue to have the exclusive right
to negotiate with respect to the Project.
2. Review-of--Property. During the term of this Agreement,
the parties anticipate that Developer will incur costs for pre -
development studies of the Property including, among other
matters, soils reports, site surveys and feasibility studies. In
the event that Developer provides a reasonable plan of
development acceptable to the City for the Project at the end of
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the review period, but City abandons the proposed Project, City
shall reimburse Developer for the direct costs relating to the
Marina, i.e. engineering, soils tests, etc. Upon such
reimbursement, Developer shall deliver to City the specific
report or test results.
3. Cooperation. During the review period, City agrees to
cooperate in good faith with the Developer with the intent of
negotiating a mutually beneficial procedure for development and
financing of the proposed Project. Among other matters, the
parties intend to enter into a development agreement which will
provide assurance to the Developer that the Project, when
commenced, will be entitled to proceed to completion and without
the imposition of additional conditions, fees or requirements
different from those which may be in existence at the time
approvals are obtained for commencement of the Project. City
agrees to cooperate with Developer in negotiating the terms of
such an agreement.
4. Further Documents. The parties agree to execute such
further documents or instruments as may be reasonably required
and that may be necessary to accomplish the intent of this
Agreement.
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5. Authority. The party executing this Agreement on
behalf of City hereby confirms that such party has full authority
to execute this Agreement and to bind the City to its terms.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the day and year first above written.
MILLER BROWN,DEVELOPMENT COMPANY,
INC.
By:
Timothy D. Miller,
Chief Executive Officer
THE CITY OF BAYTOWN
By:
Its:
APPROVED AS TO FORM:
By:
City Attorney for
City of Baytown
F: \REAL \553 \BAYT0NN2.AGT 11/18/91
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