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HomeMy WebLinkAbout1978-11-27 39 AG ORDER+--4 39 AG Introduced by Councilor Story, November 27, 1978 CITY OF BANGOR (TITLE.) Orbtr---- Agch ring Assignment of Bangor. Hilton cease Agreement _._. By the Cay Coummi of the afy ofBaNyor. ORDERED. THAT the City Council, on behalf of the City of Bangor, does hereby consent to the assignment of the existing lease agreement for the Bangor Hilton Hotel from :�: < p Associates to Northern Atlantic Investment Corp. and be it further CADBHED, THAT the City Manager is hereby authorized and directed, on behalf of the City of Bangor, to execute such documents, in e form approved by the City Solicitor, as may be necessary, to accomplish said Assignment of said lease. IN CITY. COUNCIL NOVEMBER 29,199E AM DED A72WD4fEENd ATTACHED a PASSEL AS AMENDED %ENtDFD FROM LAST POSITION ON AGENDA TO FIST- VOTE NINE YES M CITY HIM 39 AG ORDER Title, APAQAV1 A ASHIG MV. Mr. ANDA. HILTON LEASE AGREEMENT . ..... 4.4 .......................... Introduced and t�,led ..S7o.:e.:�.. r ...... ... Cows no Re: Council Order No. 39AG Amend the let paragraph, 3rd line by deleting the portion of the sentence beginfng with the word "from" and replacing it with the following: .,From Europe-JMR Associates to Joe M. Rodgers 5 Associates, Inc,; and to the further as signment of said lease agreement from Joe M. Rodgers 6 Associates, Inc. to Rodgers properties, Inc and to the further a sigrwent of said lease agreement from Rodgers Properties, Inc, to North Atlantic Finance And Investment Corporation.��, Amend the 2nd paragraph, 3rd line, lest word, as follows: Assignments "�� , Amendment to 39 AG Anand the let paragraph. 3rd line by deleting the portion of the Sentence beginning with the word 'from" and replacing it with the following: ..Ham 6vmpa-QMR Associates to Sce M. Rodgers & Associates, Inc.; and to the further assignment of said lease agreement from Sce M. Rodgers & Associates, Im, to Rodgers properties, inc: aid to the further assignment of said lease agreement from RW9erS Properties, Ine. to North Atlantic Finance and Investment Corporation and contingent on the stipulation that sufficient information relating to the continuanceof a acceptable National Hotel Franchise be submitted to and approved by the rport committee. Amend the 2nd paragraph, 3rd line, last wm$, as follows "Assignments" Faexa S. WAL%a8 k�DRNZY AT "W November 21, 1978 Hobert H. Miller, Esquire City Solicitor Bangor City Hall 73 Harlow Street Bangor, Maine 04401 He: Banoor Hilton Hotel Bear Bob On October 17, 1978 Rodgers Properties, Inc., present owners of the Bangor Hilton, entered into an Agreement to sell the hotel to North Atlantic Finance and Investment Corporation. North Atlantic Finance and Investment Corporation is the wholly owned subsidiary of Beglinger Holding Company, a Swiss corporation. Beglinger Holding Company is totally controlled by Walter H. Beglinger, the sole stockholder. Following closing, North Atlantic Finance and Invest- ment Corporation will contract with Pacific Park AG, a Swiss corporation for the running ing and operation.of the hotel. Pacific Park AG also is the wholly owned subsidiary corporation of Beglinger Holding Company. All licenses and permits necessary for the operation Of the hotel will be applied for in the name of Pacific Park AN. Pacific Park AG is registered to do business in the State of Maine, a copy of Registration is enclosed. Another corporation that has been registered in Maine since March 16, 1976 is old Winterport AS which is also a wholly owned subsidiary corporation of Beglinger Holding Company. I _ Robert E. Miller, Esq. November 21, 1918 Page 2 The real estate holdings here in the State of Maine are held in the name of Old Winterport AG and they consist Of the following: 1. 240 acres of land in Winterport, Waldo County. 2. 800 acres in Island falls, Aroostook County. 3. 2200 acres in the Towns of Wesley and Northfield, Washington County. 4. 360 acres in Jackson, Waldo County. S. 206 acres in Monroe, Waldo County. 6. 1381 acres in Burry, Hancock County. I. 2500 acres in East Machias, Washington County. Negotiations have been completed and contracts are n being drafted with International Paper Company for the purchase of 16,000 acres in Elliotsville, Piscataquis County. Hollowing closing Mr. Beglinger, through his corporations, is to execute an Agreement with Rodgers Properties, Inc., whereby Rodgers Properties, Inc., will stay on the scene for a period of 18 months and act as general operating manager of the hotel. A copy of the Management Agreement is enclosed. Under the present ownership of the Hilton Hotel, all banking and accounting services have been handled in Nashville, Tennessee. Upon the acquisition of the hotel by Mr. Beglinger, those services will be done locally in Bangor. James B. MacArthur, Jr., certified public accountant, with an office at One Merchants Plaza, Bangor, will be retained to do all accounting service for the hotel. As for local contacts as to the financial reliability of my'client, I would refer you to the Merrill Trust Company. At the time that Old Winterport AS purchased the real estate in Burry, Maine, from Bowneast Acreage, Inc., the Merrill Robert E. Miller, Esq. November 21, 1978 Page 3 Trust Company held a Mortgage on the real estate which Old Winterport AG assumed and agreed to pay. I believe that Robert ells, vice President, services that particular account. You inquired of me as to whether Mr. Beglinger served on the Board of Directors with any corporations and my answer to that is that there many, most of which are Swiss based corporations. The two companies which operate extensively in this country with which Mr. Beglinger is associated are Swiss Bank corporation with a New York City branch at 15 Nassau Street, New York City, New York, and Swissair, the international airline. 1 trust you will find this information helpful. Very truly yours, Frank B. Walker FBW:reg enc FOURTH The reunion in businesses in whwhi1seeks authority wrote, in Name u' to aconite, manage, develop and sell Taal estate of all kieds, to effect all commercial and financial transactions in. Connection with the above activities. - -- - FIFTH: Addresuf the registered nr principal ndue in the jurtalibion of uta m[otpmatian is 4100 Sato Baer r =land -- SIXTH_ Tfe name of tM1e pmpuxd reginexd agent aM aCdrm of ns pmpussd rt®smrcd offirq in Maine b 93 Hain Street. 141sworthl=fairs 09(,05 r is I, up. nm am no 6m1' — SEVENTI:Tbe numi if votes Mint it has Anal to usvf. iremuutl by lass, par vile, of shoes, shutes without pee value, end rates, it any, within A Nes and pat value of At vmmieed sham Navin Far Aetna arW number of sham without rear „slue Aas follows:. Par Value Per Shxe in Selfte m trial ilrun - Number of CWa - Serie; arc Wnhcu t Par Value Sir one class of shares only Spirit. 1000. 50 per share Fgun .FOhm iee smu For use By of seer, ByTM of state MAINE STATE OF MAINE SIOMTARY of STATE ?i?b APPLICATION OF FOREIGN CORPORATION FILEDoo.oD LPwdslonly, FOR AUTHORITY TO DO BUSINESS - vember - ... BYPacific -/s.77 Park AG A Adam t cPPY attest: PacificPark co port , _ Pacific Park gp Ntmmr to IS -A MRSA p 203, the wdenignad [ llorim applies fwamMrily to Eo business m Ibe 5 het o(MaNe: FIRST: Theyounsim of its Incorporation is zMa, Switzerland _ SECOND: ID[dam of llx in[orponliun is AOril ]. 19]) I ,� j wAnna oraumlron u__ynlimited.____.__a__.___ ' ` I TURD: Tire funnier nr buuxxws whkll It is authornad to du'nWn the laws a INjureaeen or newtpoallwe A to antyllre,_9 sFwte of wT to ,£feet all commercial and financial transactions in connection FOURTH The reunion in businesses in whwhi1seeks authority wrote, in Name u' to aconite, manage, develop and sell Taal estate of all kieds, to effect all commercial and financial transactions in. Connection with the above activities. - -- - FIFTH: Addresuf the registered nr principal ndue in the jurtalibion of uta m[otpmatian is 4100 Sato Baer r =land -- SIXTH_ Tfe name of tM1e pmpuxd reginexd agent aM aCdrm of ns pmpussd rt®smrcd offirq in Maine b 93 Hain Street. 141sworthl=fairs 09(,05 r is I, up. nm am no 6m1' — SEVENTI:Tbe numi if votes Mint it has Anal to usvf. iremuutl by lass, par vile, of shoes, shutes without pee value, end rates, it any, within A Nes and pat value of At vmmieed sham Navin Far Aetna arW number of sham without rear „slue Aas follows:. Par Value Per Shxe in Selfte m trial ilrun - Number of CWa - Serie; arc Wnhcu t Par Value Sir one class of shares only Spirit. 1000. 50 per share by I n1d.s.1t of FrvW Jandnp,avuma by lhr roust nBwW In IM :. „BIf:NTH: Tubs appbnimnnmcoinpowd Minion ofBa9tu[pnnuun and dated not radius than 40 days phos lu IM dec of aeLnry fm OIIn6of this applktllon. (: October 16 1978 Pacific Park An Oared:_--- Pacific Park Corporation Pacific ParkIf It -p'Y lall sisters Y— ��. nJ q: L. aMNkA 51M Walt B 1 P dent ran d ySST�a pe� M pottYl DSYectOL i Martin O.�lmtz, Director E 1trRu, ptlm ium.,M e+Wnr1 Waiter Beglinger and Martin Z. Luta 99. constitute all the Directors of the corporation. r k abs ian web authority to inputs n Mai Omuld Le heed only ticer the m,ppnw •Buu ss mhicu when o dm ndnask a thnntY to enppe all of the bunt , eu onad s ryt of i omens . Iden or themapatauon sbouMnbe typed. Ind the do nhounl si npned by 111 the Clark yk(2)by the 1 President rrptldrnt ed by Secre dry OF an tssme Yeo ocha M officer "the hylar way `e detlp a and nrrlrina ^n a r UI item a uch orfimn. nrzn by a m4oer of the din or by 1 am diret•nn se nor bedesignated b' m ,stye or ,m t than w unite . wt inht m sen rearrest, then a ted n Ithe hollde, of mm.r"oa m, Y Of In Outstanding by me home,such em [ arlbe suet t starts n hoed to alerflumi of 191 by she hhMen r el of the tandinq shares f COPOTS1100 FDnM NO. NOF 2 [ Iini L<SfOPW - Tio SPU For Br By ere Isey of Sum For To, By "a - MAEK arranger of Sl u SIST.tay IF STATE STATE OF MAINE FILED File No. ..JbFzgl............ APPLICATION OF FOREIGN CORPORATION , Fee pama_£loo 0o FOR AUTHORITY TO DO BUSINESS. - March 16, TS 76� C 8 ..... .. BY S¢ Old Winterpart AG An Punuant to 13-A MRSA $1202, IM undersigned imp eartion applied far autimany to du business in the Stam of Maine: FIRST: Thejumdimion of its computation is ZW , Switzerland SKOND: The date of its boatswain, I fK[9dEr 23 a 1974 mdparmstofawamm tmrsmSrss TMIBD: The business or budnam which it is authorized to do under the laws or as jurisdiction of Incorporated, 6 to acquire , manage , decti and Fell real estate of all lord , tp cinain , Process and realize row st rials of all lcird incltding but not limited M tiartiorpy, W effect all mlmercial AndFSaiancial transxtiona in connection with FOIIBTN: Theb ineuw bunnessnln which llxetsawhmily integration Mnmir* Real estate holdings, allanagement and development. FIFTH: Addrmof the wanted or principal office in Mejurisdiclion of its incorporation is 6300 Lug, Eaarerstrasor 59. Switzerland. SIXM: The name of the proposed rebnered carne and address of its Imposed cabstand alfia in Maim or 93 Main Street, Ellsworth, Maine 04605' omn. ma. egg Ina IP most SEVF.NEII:The number a sharer which it has auihorny to issue, ilmimd by class, par value of shares, shard wilhoul pat valor. and mils. If any, Wthin a class »d Far value of SII authwied sham laving par value and number of shares Income pr value u as fnllmvaY .^' Far Vohrt peBham on Statement that sham Number of Class Seems are Without par Value Shena ale class Of Shares Only Sere. P¢ share EIGHTH'. This application h accompanied by a endfiwate of good scantling executed by the proper 0RCW in Ih< luriWielion of its ineurpuntion and dated not earlier than 90 days prior to the dtle of dif irny for LIin6 of this piplecat= Series! ZIq �r'.aC"a+i2i Y.%?s� Old winterjpDrt _AG _ - legibly plot ohne• ow try ,ad aapanty `d'v Mll np,en j Sty_ II AHlA SIN / Cry. Mattth J.0t the Board `2 O By �rypew v. and veuyl �ERp 3 9 TE CORPORP ..( Dr.42M1T1M21b2of three &Hoa 9EILL OF D Irrf or p,mt n.me andeaw.irrl $ecrefxy ' O O 2u � Official Legalization i Seen for. legalization. Of the above signature recognized in our presence by Mr. Dr. Christoper F. Reinhardt, who is enteze6 1n the Register of Commerce Cof the creature Zug as MCWser of the pound of Directors, of pIfN s`l IA(f OLD NIRTERPORT Al Zug s s with the right ter sign individually road Tw is Personally kmvn to us. — - eyri�'h.this 'f� `/ Notarial ZGric (Alts[ Q - official Legalization rotar-Stalnenmw Seen for legalization of the SDove signature recognized s,c pre n e by s Mr. Dr. Martin d. Lutz, who i entered in the Register Of Commerce ofthe Canaan of Lug as President ofthe Board of Directors of OLD NIRTERPORT AG, in Zug, with Ne right to sign individually and who is personally kronen to use. Zurich, this 17th day o1 December 1975 No. 21373 - ?'� Yee fr. 5. $�l�t•I`' (A1s Notariat Zurich (Altstadt) Pym _ .SEG"L )GPlr(r olm 0 �- 'd75 .she>tti J rpm - be:unlu CR/NCEI &a7.1 pf rat CSL a Safeness in';hkh drocerpors on away authority to enyre in Maine should be Imm Only when the corporation don not at reality to engine in a0 of the bunnnmy authmaed under its fliodiction, If incur ration. .+The anow of the corporation shwW be typed, and the docunen cowl be signed by (1) the Clerk pi (t) by the Fntltlenl in a rice.pendent and by the Secretary or an assistant Money or such other officu ay the bylaws may dnigna e as a amnd nmfrins offver or (T if as no sleh Officer, than by a a+iwitr Of Seattle or by such director, as may be do ginated by a molarity Iteration then in of!¢ a, (4) if 1Mn are no such direct=. then by the holders,Ieh of them as ry be dee red by the I,olde of amid If 11" its of all o +in inp ,bar lnkd 1, of, shinier mhe holden of an of the ns, a �dine�shua of the correlation . MANAGEMENT AGREEMENT AGREEMENT made in Bangor, Maine, as of the day of 1918, between r the State of corporation organized and existing under the laws of herein called the Owner, and,Rodgers Properties, Inc., a corporation organized and existing under the laws of the State of Tennessee, herein called the Managing Agent. - Whereas the Owner now ownsthe property commonly known as the Bangor Hilton in the City of Bangor, Maine, herein called the Hotel, and Whereas the owner desires to employ the. Managing Agent to act as General Manager of the Hotel for a period of eighteen months from the date hereof, and the Managing Agent is willing to accept such -employment for such period, subject to, the terms and conditions hereinafter set forth, Now, therefore, in consideration of the foregoing and of the terms and conditions herein set forth, the parties hereto agree a$ follows: 1 Emplo)_ment of Agent. The owner hereby employs the Managing Agent for a period of eighteen months from 1978, as general operating manager of the Hotel, with -authority, subject to the limitations and conditionsherein set forth, to direct, supervise, and manage the operation of the Hotel. 2. Manager's Buties. The Managing Agent shall perform the following duties: supervise and direct the general operations of the Hotel; operate tpe Hotel efficiently and with proper economy; develop policies with respect to the installation of new features to the extent that the financial obligations and resources of the Owner permit; develop Policies with respect to publicity for the purpose of creating the greatest possible net income from the Hotel; supervise and manage the ops Ations of all public spaces( including, but with- out limitation, dining rooms; stimulate the general business Of the Motel; employ at the expense of the Owner such resident managers, assistant managers, employees, agents, clerks; and servants at the Hotel as may be required to continue the standard and quality of management and operation at a level not lowerthan that heretofore maintained, make leases on behalf of the owner of rooms, stores, and concessions in or about the Hotel, together with renewals, extensions,.or modifications thereof; collect income; keep the Hotel and all furniture, furnishings, and other equipment therein and - appurtenant thereto in repair; arrange for necessary replacements, improvements, and changes in the Hotel and in. the furniture, furnish- ings* and other equipment therein; and Placeandsupervise all ad- vertising and promotion circular matter. - 3. Expenditures by manager. She Managing Agent shall havepower and authority to make all contracts and disbursements necessary to carry out the duties conferred and imposed upon it by this agreement, including, but not limited to, the authority to pay for all expenses of leasing, collection of rents, management, Opera- tion, maintenance, and insurance. ne Managing Agent may, in the name and at the expense of the Owner, institute any legal or equitable action or proceeding for the collection of rent or other income from the Hotel or the ousting or dispossessing of tenants or other persons therefrom. The Managing Agent shall be reimbursed by the Owner for all such expenditures, provided that the Managing Agent shall bear the cost of its own overhead and the salaries of its own officers and employees. The resident manager, assistant managers, employees, agents, clerks, and servants at the Hotel shall be deemed to be the employees of the Owner and not of the Managing Agent for all purposes under this agreement except for the purpose of determining the efficiency of the Managing Agent under paragraph 9, however, Managing Agent shall retain the right to terminate the employment Of all such individuals, an behalf of owner, but in the sole discretion of Managing Agent. Likewise, Managing Agent may hire replacements for such personnel, or hire such additional persons as Managing Agent deems appropriate. 4, Comfensation of managing agenW The Managing Agent shall be paid compensation at the rate of two and one-half percent of the groes cash income from the Hotel and all of its appurtenant leases and concessions. Such compensation shall be paid on the 15th day of each month on the basis Of the gross revenue of the hotel property during the preceding month. - 5. Deposit of collections. -All moneys collected by the Managing Agent out of and from the operation of the Hotel shall be deposited daily in a special account in the name of the Owner, in one or more banks or trust companies in appropriately designated and - adequately identified accounts. Out of such accounts the Managing Agent may pay or reimburse itself for all obligations and expendi- tures necessarily and properly incurred for and on account of the _ Owner in the management and operation Of the.Motel, including compen- sation of the Managing Agent, insurance premiums, taxes, supplies, repairs, maintenance, renewals, replacements, betterments, and im- provements. The Managing Agent may keep on hand for the account of the Owner such a fund, but not in excess of $40,000.00, as may be necessary in the opinion of the Managing Agent to provide for working cash for the opera Hon of the Hotel. Owner agrees to deposit any addition&' sums as may be necessary to maintain the balance in such accounts ,.5 a level of $40,000.00 at all times. 6. Accounting services. The Managing Agent shall furnish the supervisory services of its own accounting department. Subject to the supervision of the Managing Agent, such department shall maintain for the Owner such books and records for the hotel pro - jest as are currently maintained by Joe M. Rodgers 6 Associates, Inc. Such accounts shall be kept in accordance with the -Uniform System of Accounts for Hotels," as approved by the American Motel Association, inwhich there shall be properly recorded all receipts and disburse- ments aonnected with the management and operation of the Hotel. All books of account shall at all times be open to the inspection and audit of any officer of the Owner, or any duly accredited and authorised representative of the owner. all hooks, records, bills, -3- receipts, bank books, check books, check voucbers, correspondence, lists, files, index cards, and books of account relating to lessees, concessionaires, guests, and prospective guests and employees of the Hotel for a period of at least three years from time to lime last past, and other data and records pertaining or in any manner relating to the management and operation of the Hotel, shall at all times be safely kept and preserved and shall be thg property of the Owner and upon the termination of this agreement shall be retained by the Owner. Managing Agent shall furnish within thirty (30) days of the end of each month a balance sheet and profit and loss statement for such monthly accounting period. 1. Indemnification. The Owner agrees to indemnify the Managing Agent from damages for injuries to persons or property - resulting from any cause whatsoever in; on, or about the Hotel premises and, at its own costs and expense, to defend any action or - proceeding against the Managing Agent arising therefrom, provided that the Managing Agent shall have fully and faithfully performed all of its duties hereunder. Notwithstanding the'- foregoing, the Owner shall not be required to indemnify the Managing Agent against damages suffered as a result of gross negligence or lwillful misconduct on the part of the Managing Agent, its agents, or employees. In pursuance of. the Owner's agreement hereunder, the Owner shall have the Managing Agent shown as an additional insured on the Owner's public liability insurance policy with regard to the Hotel and shall furnish the Managing Agent a copy of such policy. -- - 8. Owner's termination rights.' owner may at any time, upon at least sixty days' written notice to the Managing Agent, terminate this agreement. Upon the expiration of the period of the notice, this agreement will automatically terminate, without any, liability to or upon the Owner other than the liability Of the Owner to pay for services rendered pursuant to this agreement, likewise all obligations of Managing Agent shall so terminate. -4- 9. Arbitration. In the event that the Managing Agent shall disagree with an opinion of the owner that the management ser- vice$ are not efficient and not in accordance with this agreement, the Managing Agent may, within the thirty -day period, serve upon the Owner a written notice demanding that the dispute be submitted to arbitration, pursuant to the rules of the American Arbitration Asso- ciation. if such notice should be so served within the thirty -day period, then this agreement shall not terminate at the expiration of. such period, and the Managing Agent shall continue with the perform- ance of its duties under this agreement. The dispute shall thereupon be promptly submitted to arbitration. Such arbitration shall proceed without delay and as rapidly as possible. In the event that such arbitration results in an award, decision, or other determination in favor of the Managing Agent, then the notice of termination thereto- fore served shall be of no effect, and the parties hereto shall for all purposes whatsoever, anything herein contained to the contrary notwithstanding, be in the same position and have the same rights, powers, and duties under this agreement as if such notice had not been served. In the event that such arbitration should result in an award, decision, or other determination in favor of the Owner, 'then this agreement shall automatically terminate at the expiration of 45 days from the making of such award, decision, or determination, with- out any liability to or upon the Owner other than the liability of .the Owner to pay for services rendered pursuant to this agreement. The Managing Agent shall manage the Hotel pursuant to this agree- ment until the expiration of such 45 days. ,In the event that a motion to vacate such award in favor of the Owner shall be made within ten days from the date of the making of such award, then this agreement shall not terminate until the expiration of.45 days from the date of the entry of the order or judgment to be entered on such motion. Failure to make such motion within ten days. shall constitute aSaiver of -the right to make such motion. In the event that an appeal should be taken from such order or judgment, thisagreement shall not termi- nate and the Managing Agent shall continue..with the performance of -5- its duties under this agreement until the ex piration of 45 days from the final determination Of such appeal. Such appeal shall be prose- cuted without delay and as rapidly as possible. 10. Reports to owner's board of directors. The Managing Agent shall make reports to the owner's Board of Directors concerning all affairs connected with the Hotel under.`the Managing Agent's con _ trol or within its knowledge whenever requested by the Owner's -Board of Directors. The Managing Agent shall comply with any specific in- structions of the Owner's Board of Directors that MY be expressed in formal resolutions communicated to the Managing Agent. 11. Exclusive application. Nothing in this agreement is intended orshallhe construed to confer upon or to give to any - person, firm, or corporation other than the parties hereto any right, remedy, or claim under or by reason of this agreement. All terms and - conditions in this agreement shall be for the sole and exclusive benefit of the parties hereto. - 12. N assignability. This agreement is not assignable by either.cty hereto without the prior written consent of .the other.' - - 13. Binding effect. This agreement shall bind and inure to the benefit of the parties hereto and their respective successors. - and assigns; except as hereinbefore limitad. IN WITNESS WHEREOF the parties have duely executed this agreement as Of the day and year first above written.' Attest: r Hy: Attest: RODOERS PROPERTIES, INC. By: