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HomeMy WebLinkAboutR-2014-057 Fresh Hop Ale Festival Assets Transfer Agreement with Allied Arts of Yakima Valley RESOLUTION NO. R- 2014 -057 A RESOLUTION authorizing and directing the City Manager to execute an agreement with Allied Arts of Yakima Valley to transfer the assets of the Fresh Hop Ale Festival to the City of Yakima WHEREAS, Allied has owned and presented the Festival as an annual event for 11 years, growing the event into what is now a nationally recognized celebration; and WHEREAS, Allied has produced the Festival primarily through the efforts of the Fresh Hop Ale Festival Planning Committee (hereafter "Committee "), a group of dedicated individuals associated with Allied that have successfully established relationships with the Yakima Valley's hop community to present what has become a nationally recognized celebration of fresh hop beer from the Yakima area; and WHEREAS, recently it has become known that Allied will be proceeding with dissolving its corporate existence, thereby terminating the supporting structure through which the Festival has been produced in past years; and WHEREAS, the Committee wishes to find a way to permit the Festival to continue to provide a successful social event that through the proceeds of which is able to provide significant financial assistance to the art and hop interests in the Yakima Valley; and WHEREAS, the City of Yakima is willing to enter into a plan with Allied whereby the City would purchase the assets associated with the Festival from Allied and act as the temporary sponsoring entity through which the Committee could continue to utilize the strength of its expertise in the hop industry as well as its successful relationships with both the local hop community and the public that look forward to the annual Festival to facilitate the production of the 2014 Festival; and WHEREAS, the City will work with the Committee and with two interested potential sponsor entities to conduct the 2014 Festival, after which the City and the Committee may either select a permanent sponsoring entity from the two participating entities or the Committee may create a new not - for - profit corporation through which the Festival would continue to be presented annually, with the City's investment in acquiring Allied's Festival assets being repaid to the City with a portion of the proceeds from the 2014 Festival, followed by the City's transfer of the Festival assets to the newly selected sponsoring entity; BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized and directed to execute the attached contract with Allied Arts of Yakima Valley to be executed on April 15, 2014. ADOPTED BY THE CITY COUNCIL this 15 day of April 2014. EST: Micah Cawley/ Mayor alp - -. Ai f./i /i , � X ;.> * Sonl Claar Tee, ity C er - • AGREEMENT BETWEEN THE CITY OF YAKIMA AND ALLIED ARTS OF YAKIMA VALLEY FOR TRANSFER OF FRESH HOP ALE FESTIVAL ASSETS This Agreement is entered this /‘ day of , 2014 between the City of Yakima, a Municipal Corporation (hereafter "City") and the Allied Arts of Yakima Valley, p ( Y) Y, a Washington not - for - profit corporation (hereafter "Allied ") for the purpose of transferring all assets associated with the Fresh Hop Ale Festival (hereafter "Festival ") from Allied to the City in order to permit the Festival to continue to be a successful event providing benefit to Art and Hop related programs and enterprises in the Yakima Valley. This Agreement is formed on the basis of the following representations: WHEREAS, Allied has owned and presented the Festival as an annual event for several years, growing the event into what is now a nationally recognized celebration; and WHEREAS, Allied has produced the Festival primarily through the efforts of the Fresh Hop Ale Festival Planning Committee (hereafter "Committee "), a group of dedicated individuals associated with Allied that have successfully established relationships with the Yakima Valley's hop community to present what has become a nationally recognized celebration of fresh h op beer from the Yakima area; and WHEREAS, recently it has become known that Allied will be proceeding with dissolving its corporate existence, thereby terminating the supporting structure through which the Festival has been produced in past years; and WHEREAS, the Committee wishes to, find a way to permit the Festival to continue to provide a successful social event that through the proceeds of which is able to provide significant financial assistance to the art and hop interests in the Yakima Valley; and WHEREAS, the City of Yakima is willing to enter into a plan with Allied whereby the City would purchase the assets associated with the Festival from Allied and act as the temporary sponsoring entity through which the Committee could continue to utilize the strength of its expertise in the hop industry as well as its successful relationships with both the local hop community and the public that look forward to the annual Festival to facilitate the production of the 2014 Festival; and WHEREAS, the City will work with the Committee and with two interested potential sponsor entities to conduct the 2014 Festival, after which the City and the Committee may either select a permanent sponsoring entity from the two participating entities or the Committee may create a new not - for - profit corporation through which the Festival would continue to be presented annually, with the City's investment in acquiring Allied's Festival assets being repaid to the City with a portion of the proceeds from the 2014 Festival, followed by the City's transfer of the Festival assets to the newly selected sponsoring entity; and WHEREAS, the balance of the proceeds from the 2014 Festival accrued to the City as the sponsoring entity shall be apportioned in major part to the two entities that assisted in producing the Festival, the remainder to the Yakima Valley Art and Hop interests in accord with the past practices of Allied and the Committee; NOW, THEREFORE, the Parties hereto agree as follows: I. In order to assure the continued success of the Fresh Hop Ale Festival into the future Allied agrees to transfer to the City all of Allied's assets, rights, title and interest in the Fresh Hop Ale Festival, including but not limited to the Festival website, brand, trademark, planning documents, pint ale mugs, signage, effect lighting and all other props or items presently held by Allied that have been associated with conducting the Festival in the past or acquired for conducting future Festivals. Also included among the items to be transferred would be any contact lists and / or directories of supporters, donors, participants and contributors that have been part of the presented Festival. As consideration for Allied's transfer of assets and interest in the Festival to the City, the City agrees to compensate Allied in the total amount of Fifteen Thousand Dollars ($15,000.) payable at the times, in the amounts and under the conditions set forth below: 1. City shall pay Allied Three Thousand Dollars ($3,000.) upon execution of this Agreement; and 2. If Allied maintains its corporate existence on October 15, 2014, the City shall pay Allied an additional Twelve Thousand Dollars ($12,000.) as full compensation for Allied's transfer of Festival assets to the City. II. Immediately upon the execution of this Agreement Allied and the City agree to issue a joint News Release, prepared presented by the Communications Director for the City, announcing the transaction concerning the transfer of assets and the responsibility for producing the 2014 Festival to the City and stating the date on which the event will be held in 2014. The announcement shall also indicate the commitment of the Committee to act cooperatively with the City, as well as the two sponsor entities, to produce the 2014 Festival. III. The City agrees, as part of the transfer of the Festival assets, that it will work cooperatively with the Committee to produce the 2014 Festival, after which the City and the Committee shall identify an entity to acquire the Festival assets owned by the City and to become the permanent sponsor of the Festival for future years. The Parties agree that the process for identifying a sponsor to own and host the Festival in the future shall be completed by no later than December 31, 2014 and shall include the identification of objectives to be served by and the recipient(s) of the net proceeds from each annual Festival event. Upon the identification of the new sponsor the City shall be fully reimbursed from proceeds of the 2014 Festival for the costs the City incurred to acquire the Festival assets from Allied. IV. The City and Allied agree that the 2014 Festival shall be cooperatively produced by the Committee, the Seasons Performance Hall ( "Seasons ") and The Yakima Valley Museum ( "Museum "). For their diligent efforts assisting the production of the 2014 Festival the City and Allied agree that the Seasons and the Museum shall each receive a portion of the net proceeds from the 2014 Festival, based upon the individual entities' contributions to the production, excluding the amount required from the net proceeds to reimburse the City for the costs to acquire the Festival assets once the new sponsor is chosen, as set forth in Section III. City of Yakima Allied Arts ,� 1 44 7 1" _ t Tony O'Ro. ke, City Manager Meredith Bru President CITY CONTRACT NO. / / " 0 ! RESOLUTION NO: BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. For Meeting of: 4/15/2014 ITEM TITLE: Resolution authorizing an agreement with Allied Arts of Yakima Valley to transfer the assets of the Fresh Hop Ale Festival to the City of Yakima. SUBMITTED BY: Sean Hawkins, Economic Development Manager 575 -6274 SUMMARY EXPLANATION: With the imminent demise of Allied Arts of Yakima Valley, the Fresh Hop Ale Festival Planning Committee is requesting the City act as a temporary custodian for the Fresh Hop Ale Festival until December 31, 2014. This arrangement allows the Planning Committee to begin planning the 2014 event while making the necessary arrangements for the festival to find a permanent benefactor. The Fresh Hop Ale had 5,200 paid attendees in 2013 and is increasingly drawing visitors from all over the Pacific Northwest. Resolution: X Ordinance: Other (Specify): Contract: Contract Term: Start Date: 04/15/2014 End Date: 12/31/2014 Item Budgeted: Yes Amount: $15,000 Funding Source /Fiscal Impact: Strategic Priority: Economic Development Insurance Required? No Mail to: Phone: APPROVED FOR SUBMITTAL: 411 euji-dt- City Manager RECOMMENDATION: ATTACHMENTS: Description Upload Date Type 0 resolution 4/8/2014 Resolution 0 agreement 4/8/2014 Contract