HomeMy WebLinkAbout5B2 Budget Request (Cultivate Culinary)
Redevelopment Commission Agenda Item
DATE: 6/8/23
FROM: Erik Glavich, Director, Growth & Opportunity
SUBJECT: Cultivate Donation Agreement
Which TIF? River West; River East; South Side; Douglas Road; West Washington RDC General Fund
PURPOSE OF REQUEST: Donation Agreement with Cultivate Culinary School and Catering, Inc.
(“Cultivate”)
SPECIFICS: We are asking the Redevelopment Commission to consider a Donation Agreement from the
Redevelopment General Fund that will provide $100,000 to assist Cultivate in the construction of a new
21,000 square foot cold storage facility.
Through a Real Estate Purchase Agreement on July 28, 2022, cultivate acquired Commission-owned land
located at 1503 Prairie Ave. and committed to building the new cold storage facility. A donation from
the city will assist Cultivate with this project.
Staff recommends approval of this Donation Agreement.
INTERNAL USE ONLY: Project Code: _______________________________________________;
Total Amount new/change (inc/dec) in budget: _______________; Break down:
Costs: Engineering Amt: ______________________; Other Prof Serv Amt_________________;
Acquisition of Land/Bldg (circle one) Amt: ___________; Street Const Amt ________________;
Building Imp Amt_________; Sewers Amt_________; Other (specify) Amt: ________________
___________________________________________. Going to BPW for Contracting? Y/N
Is this item ready to encumber now? ____ Existing PO#__________ Inc/Dec $_____________
_________________________Pres/V-Pres
ATTEST: __________________Secretary
Date: ____________________
Approved Not Approved
SOUTH BEND REDEVELOPMENT COMMISSION
AGREEMENT FOR DONATION OF FUNDS
THIS AGREEMENT for Donation of Funds (this “Agreement”) is made effective this
_8___ day of ____June_ 2023 (the “Effective Date”) by and between the City of South Bend,
Indiana, an Indiana municipal corporation, acting by and through its Department of
Community Investment (the “City”), and the Cultivate Culinary School and Catering, Inc., an
Indiana non-profit corporation (“Cultivate”).
RECITALS
WHEREAS, the City is a municipal corporation existing and operating in accordance with
the laws of the State of Indiana; and
WHEREAS, Cultivate is an Indiana non-profit corporation and is qualified as a tax-exempt
entity under Section 501(c)(3) of the Internal Revenue Code; and
WHEREAS, Cultivate operates programs that provide much-needed food and services to
local residents; and
WHEREAS, Cultivate entered into a Real Estate Purchase Agreement (the “Purchase
Agreement”) with the City acting by and through its governing body, the South Bend
Redevelopment Commission on July 28, 2022, for certain real property located in South Bend,
Indiana, and more particularly described in attached Exhibit A (the “Property”); and
WHEREAS, Cultivate has sought donation and grant opportunities, including funding from
the City, and has worked with City staff in order to leverage additional funding opportunities; and
WHEREAS, the City desires to donate funds (the “City Funds”) to Cultivate for purposes
of improvements to the Property, including the development of a cold storage food facility, as
contemplated in the Purchase Agreement; and
WHEREAS, the City has determined that donating the City Funds to Cultivate for
improvements to the Property constitutes a valid public purpose and will serve the interests of the
City’s residents.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1.RECITALS. The foregoing recitals are hereby incorporated into this Agreement
as if fully set forth herein.
2.DONATION AMOUNT. The Donation Amount of One Hundred Thousand
Dollars ($100,000.00) is the City’s contribution supporting its partnership efforts
towards addressing hunger in South Bend. The donation amount shall be paid by
the City to Cultivate within fifteen (15) days of the effective date of this Agreement.
and which shall be used only for the purposes and in the amounts set forth in this
Agreement.
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3.CONDITIONS SUBSEQUENT. Cultivate reaffirms its obligations to perform all
requirements set forth in Section 11 of the Purchase Agreement. Notwithstanding
the foregoing, the parties expressly acknowledge that, as an inducement to
providing the Donation Amount to Cultivate, Cultivate will increase its investment
amount to a minimum of Ten Million Dollars ($10,000,000.00) and the size of the
planned cold storage facility shall increase to 21,000 square feet.
4.TERM. Notwithstanding any provision of this Agreement to the contrary,
Cultivate’s failure to comply with the conditions in Section 3 will constitute a
default under this Agreement without any requirement of notice of or an
opportunity to cure such failure.
5.CONFLICTS OF INTEREST. Cultivate hereby certifies and agrees that no
employee of the City, or its designees or agents, and no member of the governing
body of the City or Cultivate (and no one with whom there is a family or business
tie) who exercises any functions or responsibilities with respect to the receipt and
use of the Donation Amount during his or her tenure or for one year thereafter, shall
have any financial benefit, direct or indirect, in any contract or subcontract, or the
proceeds thereof, for work to be performed in connection with the use of the
Donation Amount.
6.RECORDS, REPORTING, AND AUDIT RIGHTS. Cultivate shall maintain
records related to all expenditures involving the Donation Amount for a minimum
of three (3) years. From time to time, the City may request reports from Cultivate
detailing the expenditures as they relate to the operations or any conditions
subsequent that are funded by or made possible by the Donation Amount.
Additionally, the City reserves the right at its expense to audit the financial records
of Cultivate as they relate to the Donation Amount and the operations and/or
conditions subsequent, and Cultivate agrees to cooperate with the City during such
audit, provided that any audit initiated by the City shall occur only during
Cultivate’s normal business hours.
7.DEFAULT AND CLAW BACK. In the event that any of the Donation Amount
is not used as set forth in this Agreement, or to the extent that any of the Donation
Amount is found not to have been used in furtherance of the Agreement’s
stipulations, then Cultivate shall be in default of this Agreement, and the City shall
have the right following a ten (10) business day period for Cultivate to cure to
demand in writing repayment of that portion of the Donation Amount deemed to
have been not used according to this Agreement. Cultivate shall immediately repay
such funds to the City upon such written demand.
8.EQUAL OPPORTUNITY, NONDISCRIMINATION, AND COMPLIANCE.
Cultivate shall comply with all applicable laws and regulations in its hiring and
employment practices and policies for any activity covered by this Agreement.
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Additionally, Cultivate shall comply with all federal, state, and municipal laws,
regulations, and standards applicable to its activities pursuant to this Agreement
including, but not limited to, the requirements imposed by Ind. Code 22-9-1-10
(non-discrimination), and the provisions of Ind. Code 22-5-1.7 (requiring E-Verify
for new employees and prohibiting employment of persons not authorized to work
in the United States). Each of the foregoing provisions is incorporated herein as if
set forth in full, and Cultivate certifies that it is in compliance with each such
provision and shall remain in compliance through the term of this Agreement.
9.INDEMNIFICATION. Cultivate agrees to reimburse the City, its officers, and
employees, for any and all claims of any nature which directly and solely arise from
Cultivate’s misuse of the Donation Amount.
10.WAIVER. No failure or delay on the part of either party in exercising any right
under this Agreement will operate as a waiver of, or impair, any such right. No
single or partial exercise of any such right will preclude any other or further
exercise thereof or the exercise of any other right. No waiver of any such right will
have effect unless given in a written document signed by the party waiving such
right. No waiver of any right will be deemed a waiver of any other right hereunder.
11.SEVERABILITY. All provisions of this Agreement shall be considered as
separate terms and conditions, and in the event any one shall be held illegal, invalid
or unenforceable, all the other provisions hereof shall remain in full force and effect
as if the illegal, invalid, or unenforceable provision were not a part hereof, unless
the provision held illegal, invalid or unenforceable is a material provision of this
Agreement, in which case Cultivate and the City agree to amend this Agreement
with replacement provisions containing mutually acceptable terms and conditions.
12.DRUG-FREE WORKPLACE. Cultivate agrees to make a good faith effort to
provide and maintain a drug-free workplace. Cultivate will give written notice to
the City within ten (10) days after receiving actual notice that an employee of
Cultivate within the State of Indiana has been convicted of a criminal drug violation
occurring in the workplace.
13.NOTICES. Any notices or other communications required or permitted under this
Agreement shall be in writing, and shall be (a) personally delivered, or (b) sent by
certified mail, postage prepaid, return receipt requested, or (c) by overnight delivery
by reputable courier to the address of the party set forth in this Section, Such notice
or communication shall be deemed given if (i) sent by personal delivery or by
overnight courier, when delivered in person, or (ii) in the case of mailed notice three
(3) business days following deposit in the United States mail. Notice of change of
address shall be given by written notice in the manner detailed in this Section.
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If to the City:
City of South Bend, Indiana
Department of Community Investment
Attn. Executive Director
227 W. Jefferson Blvd., Ste. 1400S
South Bend, IN 46601
With a copy to:
City of South Bend, Indiana
Department of Law
Attn. Corporation Counsel
227 W. Jefferson Blvd., Ste. 1200S
South Bend, IN 46601
If to Cultivate:
Cultivate Culinary School and Catering, Inc.
Attn. Executive Director
1403 Prairie Ave.
South Bend, IN 46619
14.ASSIGNMENT. Cultivate shall not assign or subcontract the whole or any part of
this Agreement or its obligations hereunder without the prior written consent of the
City.
15.REPRESENTATIONS OF CULTIVATE. Cultivate represents and warrants
that it has maintained its 501(c)(3) status and will maintain such throughout the
term of this Agreement. Additionally, the undersigned person executing and
delivering this Agreement on behalf of Cultivate certifies that he or she is the duly
authorized officer of Cultivate and has been fully empowered to execute and deliver
this Agreement and that all necessary corporate action has been taken and done.
16.NON-COLLUSION. The undersigned attests, subject to the penalties of perjury,
that he or she has not, nor has any other director, officer, employee, representative,
or agent of Cultivate, directly or indirectly, to the best of his or her knowledge,
entered into or offered to enter into any combination, collusion, or agreement to
receive or pay, and that he or she has not received or paid any sum of money or
other consideration for the execution of this Agreement other than that which
appears upon the face hereof.
17.AGREEMENT CONSTRUCTION. This Agreement was negotiated by the
parties at arm’s length and each of the parties hereto has reviewed the Agreement
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after the opportunity to consult with independent counsel. Neither party shall
maintain that the language in this Agreement shall be construed against any
signatory hereto. The captions and Section numbers of this Agreement are for
convenience and in no way define or limit the scope or intent of the Sections of this
Agreement. Further, notwithstanding anything to the contrary herein, no person
other than the parties hereto, and their permitted assigns, shall have any right of
action under this Agreement.
18.COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may
be executed in two or more counterparts, which together shall constitute one and
the same agreement among the parties. Facsimile and electronic signatures shall be
deemed original signatures.
19.ENTIRE AGREEMENT, AMENDMENTS, APPLICABLE LAW, AND
JURISDICTION. This Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter hereof, and merges and
supersedes all prior discussions, agreements, and understandings of any and every
nature between them. This Agreement may be amended only by separate writing,
signed by authorized representatives of both Cultivate and the City. This
Agreement will be construed and interpreted according to the laws of the State of
Indiana and any actions arising hereunder shall be tried in the county courts of St.
Joseph County, Indiana.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement for Donation of
Funds to be effective as of the Effective Date stated above.
CITY OF SOUTH BEND, INDIANA
DEPARTMENT OF COMMUNITY INVESTMENT
Date:
Caleb Bauer, Executive Director
Date:
Sarah Hull, Sr. Purchasing Agent
CULTIVATE CULINARY SCHOOL AND CATERING, INC.
Date:
Jim Conklin, Executive Director
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EXHIBIT A
Description of Property
Tax ID No. 018-8052-2114
Parcel Key No. 71-08-14-179-002.000-026
Legal Description: Lot 1 Prairie Ave Minor Sub #5997 7-16-04 NP5997 7-16-04
Commonly known as: 1503 Prairie Avenue, South Bend, IN 46613
Tax ID No. 018-8052-211401
Parcel Key No. 71-08-14-179-004.000-026
Legal Description: Lot 2 Prairie Ave Minor Sub #5997 7-16-04 NP5997 7-16-04
Commonly known as: 1503 Prairie Avenue, South Bend, IN 466l3
July 28. 2022
28 July
Mary C. Brazinsky
12.12.2024