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Brian Stahl (Farm Manager Agreement) 2024 Page 1 of 14 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is entered into between the City of Bainbridge Island, a Washington State municipal corporation (“City”), and Brian Stahl, an independent consultant. WHEREAS, the City needs professional services in connection with management of farmers and farming infrastructure on City-owned public farmland; and WHEREAS, the Consultant has the expertise and experience to provide said services and is willing to do so in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, conditions, promises, and agreements set forth herein, it is agreed by and between the City and the Consultant as follows: 1. SERVICES BY CONSULTANT The Consultant shall provide the professional services as defined in this Agreement and as necessary to accomplish the scope of services attached hereto as Attachment B and incorporated herein by this reference as if set forth in full. The Consultant shall furnish all services, labor, and related equipment to conduct and complete the work, except as specifically noted otherwise in this Agreement. 2. TERM AND TERMINATION OF AGREEMENT A. This Agreement shall become effective upon execution by both parties and shall continue in full force and effect until December 31, 2024, unless sooner terminated by either party as provided below. B. This Agreement may be terminated by either party without cause upon thirty (30) days’ written notice to the other party. In the event of termination, all finished or unfinished documents, reports, or other material or work of the Consultant pursuant to this Agreement shall be submitted to the City, and the Consultant shall be entitled to just and equitable compensation at the rate set forth in Section 3 for any satisfactory work completed prior to the date of termination. 3. PAYMENT A. The City shall pay the Consultant hourly, plus actual expenses, in accordance with Attachment B, but not more than a total of sixty thousand dollars in 2024 ($60,000). The hourly rate shall be $57.00 in 2024. B. The Consultant shall submit, in a format acceptable to the City, monthly invoices for services performed in a previous calendar month. Each project and each task within a project shall be the subject of a separate invoice. The Consultant shall maintain time and expense records and provide them to the City upon request. DocuSign Envelope ID: 6EE44AEA-0BF2-4E61-8ACE-3EED8E255AD4 Page 2 of 14 C. The City shall pay all invoices by mailing a City check within sixty (60) days of receipt of a proper invoice from the Consultant. D. If the services rendered do not meet the requirements of this Agreement, the Consultant shall correct or modify the work to comply with this Agreement. The City may withhold payment for such work until it meets the requirements of this Agreement. 4. INSPECTION AND AUDIT The Consultant shall maintain all books, records, documents, and other evidence pertaining to the costs and expenses allowable under this Agreement in accordance with generally accepted accounting practices. All such books and records required to be maintained by this Agreement shall be subject to inspection and audit by representatives of the City and/or the Washington State Auditor at all reasonable times, and the Consultant shall afford the proper facilities for such inspection and audit. Representatives of the City and/or the Washington State Auditor may copy such books, accounts, and records if necessary to conduct or document an audit. The Consultant shall preserve and make available all such books of account and records for a period of three (3) years after final payment under this Agreement. In the event that any audit or inspection identifies any discrepancy in such financial records, the Consultant shall provide the City with appropriate clarification and/or financial adjustments within thirty (30) calendar days of notification of the discrepancy. 5. INDEPENDENT CONTRACTOR A. The Consultant and the City understand and expressly agree that the Consultant is an independent contractor in the performance of each and every part of this Agreement. The Consultant expressly represents, warrants, and agrees that the Consultant’s status as an independent contractor in the performance of the work and services required under this Agreement is consistent with and meets the six-part independent contractor test set forth in RCW 51.08.195. The Consultant, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the services required under this Agreement. The Consultant shall make no claim of City employment nor shall the Consultant claim any related employment benefits, social security, and/or retirement benefits. B. The Consultant shall be solely responsible for paying all taxes, deductions, and assessments, including but not limited to federal income tax, FICA, social security tax, assessments for unemployment and industrial injury, and other deductions from income which may be required by law or assessed against either party as a result of this Agreement. In the event the City is assessed a tax or assessment as a result of this Agreement, the Consultant shall pay the same before it becomes due. C. The City may, during the term of this Agreement, engage other independent contractors to perform the same or similar work that the Consultant performs hereunder. D. The Consultant shall obtain a business license and, if applicable, pay business and occupation taxes pursuant to Title 5 of the Bainbridge Island Municipal Code. DocuSign Envelope ID: 6EE44AEA-0BF2-4E61-8ACE-3EED8E255AD4 Page 3 of 14 6. NONDISCRIMINATION AND COMPLIANCE WITH LAWS A. The Consultant agrees not to discriminate against any employee or applicant for employment or any other person in the performance of this Agreement because of race, creed, color, national origin, marital status, sex, sexual orientation, age, disability, gender identity, or other circumstance prohibited by federal, state, or local law or ordinance, except for a bona fide occupational qualification. B. The Consultant shall comply with all federal, state, and local laws and ordinances applicable to the work to be done under this Agreement. C. Violation of this Section 6 shall be a material breach of this Agreement and grounds for cancellation, termination, or suspension by the City, in whole or in part, and may result in ineligibility for further work for the City. 7. OWNERSHIP OF WORK PRODUCT All data, materials, reports, memoranda, and other documents developed under this Agreement, whether finished or not, shall become the property of the City and shall be forwarded to the City in hard copy and in digital format that is compatible with the City’s computer software programs. 8. GENERAL ADMINISTRATION AND MANAGEMENT The City Manager of the City, or designee, shall be the City’s representative, and shall oversee and approve all services to be performed, coordinate all communications, and review and approve all invoices, under this Agreement. 9. HOLD HARMLESS AND INDEMNIFICATION A. The Consultant shall defend, indemnify, and hold the City, its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits including attorney fees, arising out of or resulting from the negligent or alleged negligent acts, errors, or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. B. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant’s liability, including the duty and cost to defend hereunder, shall be only to the extent of the Consultant’s negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant’s waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. DocuSign Envelope ID: 6EE44AEA-0BF2-4E61-8ACE-3EED8E255AD4 Page 4 of 14 C. The City’s inspection or acceptance of any of the Consultant’s work when completed shall not be grounds to void, nullify, and/or invalidate any of these covenants of indemnification. D. Nothing contained in this Agreement shall be construed to create a liability or a right of indemnification in any third party. 10. INSURANCE The Consultant shall maintain the insurance described in Attachment A. 11. SUBLETTING OR ASSIGNING CONTRACT This Agreement, or any interest herein or claim hereunder, shall not be assigned or transferred in whole or in part by the Consultant to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of the Consultant as stated herein. 12. EXTENT OF AGREEMENT/MODIFICATION This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the parties and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended, modified, or added to only by written instrument properly signed by both parties. 13. SEVERABILITY A. If a court of competent jurisdiction holds any part, term, or provision of this Agreement to be illegal or invalid, in whole or in part, the validity of the remaining provisions shall not be affected, and the parties’ rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. B. If any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict and shall be deemed modified to conform to such statutory provision. 14. FAIR MEANING The terms of this Agreement shall be given their fair meaning and shall not be construed in favor of or against either party hereto because of authorship. This Agreement shall be deemed to have been drafted by both of the parties. DocuSign Envelope ID: 6EE44AEA-0BF2-4E61-8ACE-3EED8E255AD4 Page 5 of 14 15. NONWAIVER A waiver by either party hereto of a breach by the other party hereto of any covenant or condition of this Agreement shall not impair the right of the party not in default to avail itself of any subsequent breach thereof. Leniency, delay, or failure of either party to insist upon strict performance of any agreement, covenant, or condition of this Agreement, or to exercise any right herein given in any one or more instances, shall not be construed as a waiver or relinquishment of any such agreement, covenant, condition, or right. 16. NOTICES Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand- delivered to the parties at their addresses as follows: To the City: City of Bainbridge Island 280 Madison Avenue North Bainbridge Island, WA 98110 Attention: City Manager To the Consultant: Brian Stahl 5129 McDonald Ave Bainbridge Island, WA 98110 or to such addresses as the parties may hereafter designate in writing. Notices and/or demands shall be sent by registered or certified mail, postage prepaid, or hand-delivered. Such notices shall be deemed effective when mailed or hand-delivered at the addresses specified above. 17. SURVIVAL Any provision of this Agreement which imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this Agreement and shall be binding on the parties to this Agreement. 18. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 19. VENUE The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Kitsap County, Washington. DocuSign Envelope ID: 6EE44AEA-0BF2-4E61-8ACE-3EED8E255AD4 Page 6 of 14 20. COUNTERPARTS This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the later of the signature dates included below. BRIAN STAHL CITY OF BAINBRIDGE ISLAND Date: Date: By: By: Name Blair King, City Manager Title Tax I.D. # City Bus. Lic. # DocuSign Envelope ID: 6EE44AEA-0BF2-4E61-8ACE-3EED8E255AD4 397,841,797.00 604,838,778.00 Owner 18-Dec-23 Brian Stahl 18-Dec-23 Page 7 of 14 ATTACHMENT A INSURANCE REQUIREMENTS A. Insurance Term The Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. B. No Limitation The Consultant’s maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City’s recourse to any remedy available at law or in equity. C. Minimum Scope of Insurance The Consultant shall obtain insurance of the types and coverage described below: 1. Automobile Liability insurance covering all owned, non-owned, hired, and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. 2. Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop-gap liability, independent contractors, and personal injury and advertising injury. The City shall be named as an additional insured under the Consultant’s Commercial General Liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 3. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. D. Minimum Amounts of Insurance The Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. E. Other Insurance Provision The Consultant’s Automobile Liability and Commercial General Liability insurance policies are DocuSign Envelope ID: 6EE44AEA-0BF2-4E61-8ACE-3EED8E255AD4 Page 8 of 14 to contain, or be endorsed to contain, that they shall be primary insurance as respect to the City. Any insurance, self-insurance, or self-insured pool coverage maintained by the City shall be excess of the Consultant’s insurance and shall not contribute with it. F. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. G. Verification of Coverage Before commencing work and services, the Consultant shall provide to the person identified in Section 8 of the Agreement a Certificate of Insurance evidencing the required insurance. The Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. The City reserves the right to request and receive a certified copy of all required insurance policies. H. Notice of Cancellation The Consultant shall provide the City with written notice of any policy cancellation within two business days of their receipt of such notice. I. Failure to Maintain Insurance Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five (5) business days’ notice to the Consultant to correct the breach, immediately terminate this Agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Consultant from the City. J. City Full Availability of Consultant Limits If the Consultant maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Consultant, irrespective of whether such limits maintained by the Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Consultant. DocuSign Envelope ID: 6EE44AEA-0BF2-4E61-8ACE-3EED8E255AD4 Page 9 of 14 ATTACHMENT B SCOPE OF SERVICES SCOPE OF WORK: MANAGEMENT AND LEASING FARM MANAGER RESPONSIBJLITIES: The Farm Manager shall be responsible for overall coordination, communication, and management, of city owned lands used primarily for agricultural production. This is currently comprised of 10 leases encumbering 21 acres. (See Exhibit B). The Farm Manager’s scope of work will include: a. Recruiting and selecting leasehold Farmers, as needed (see below). b. Negotiating leases with leasehold Farmers (see below). c. Coordinating resources for the leasehold Farmers (see below) and resolving any disputes that may arise between the leasehold farmers. d. Developing an overall Farm Management Plan for managing the farmland under cultivation, which Farm Management Plan shall be developed according to best management practices. Provide Farm Management Plan to the City of Bainbridge Island Executive Department e. Ensure that each Farmer has an appropriate Farm Management Plan. f. Monitoring conformance to the Farm Management Plans. g. Monitor performance, goals, policies, practices and Farm Management Plans and report annually to the City. h. Work with the City towards the implementation of Capital Projects (e.g., irrigation systems, fencing, roads) via recommendations for capital improvement maintenance, replacement, and new facilities. Task One: Recruit and select leasehold Farmers In conformance with the guidance below, lead recruitment and selection of leasehold farmers, if needed. Task Two: Negotiate leases with new leasehold Farmers or for newly leased farmland In conformance with the guidance below, prepare leases for the City of Bainbridge Island and potential new leasehold farmers, if needed. Task Three: Tenant and property management Coordinating resources for the leasehold Farmers to include use of common resources such as roads and water. Resolve any disputes that may arise between the leasehold farmers. Hold two farm site committee meetings each year. Task Four: Farm Management Plans Develop and monitor an overall management plan for the cultivation of certain portions of the City-owned farmland. Review, approve and monitor Farmers’ farm management plans. Recommend corrective action, as needed. DocuSign Envelope ID: 6EE44AEA-0BF2-4E61-8ACE-3EED8E255AD4 Page 10 of 14 Task Five: Reporting Provide an annual written report to the City Council and City staff, as detailed below. Task Six: Repair and Maintenance Identify routine maintenance to irrigation system, fencing and shared farm infrastructure. Notify the City of maintenance needs. Serve as single point of contact between Farmers and City staff regarding requested repair and maintenance. DocuSign Envelope ID: 6EE44AEA-0BF2-4E61-8ACE-3EED8E255AD4 Page 11 of 14 EXHIBIT A – Leases and Management Goals TERMS OF LEASES: Leases granted to Farmers shall be in a form and contain terms approved by the City Manager and shall be consistent with the following: a. Rental rates shall be set according to a schedule or formula approved by the City Manager. Rent for leasehold Farmers shall be calculated as the monthly fair rental value of the Premises as of the commencement of the lease term, and shall (i) include the cost of any use of Premises utilities, (ii) be determined by a formula based on a comparison of agricultural lease rates set by the USDA and local Kitsap County agricultural lease rates, and (iii) include a proportional share of the cost of maintaining and operating any common areas included in the Premises. This calculation will also recognize that certain costs of ownership, including the cost of some insurance and utilities may be paid directly by the Farmer and are therefore not costs for which reimbursement is required, that use of the Premises is restricted by the Lease in ways that reduce the fair rental value, and that Farmer will be providing certain benefits to the Bainbridge Island community including but not limited to preservation and enhancement of agricultural land quality (e.g. soil amendments and physical improvements) and protection of the environment. b. On mutual agreement by the City and the Farm Manager, consideration may be given in exceptional circumstances on a case-by-case basis for a leasehold Farmer's rent rate to be calculated by an agreed percentage rate of gross income from crop yield. Under all circumstances such rent rates shall include at a minimum (i) the cost of any use of Premises utilities, and (ii) a proportional share of the cost of maintaining and operating any common areas included in the Premises. c. The length of such leases will not extend past 2042 and shall be appropriate to the type of food crop and specific situation - e.g., vineyards and orchards require at least four to seven years before they produce fruit, whereas row crops begin yielding produce within one to two years. d. Leases signed after January 1, 2024 shall be substantially the same as the leases signed before that date. e. Farmers shall be responsible for the cost of on-going maintenance and leasehold improvements supporting their farming activities, beyond the City's existing infrastructure investments (e.g., clearing, deer fencing, installation of an irrigation system). f. Rent and fees paid by leasehold Farmers shall be paid to the City of Bainbridge Island, and may contribute to necessary operational and management costs related to the public farmland. SELECTION OF LESSEES: The Farm Manager will recommend leases for Farmers who are selected in an open competitive process with criteria approved by the City and which give preference based on the following factors: o Previous experience with commercial farming. o Compatibility with other uses and users of the Premises. DocuSign Envelope ID: 6EE44AEA-0BF2-4E61-8ACE-3EED8E255AD4 Page 12 of 14 o Growing food crops. o Agricultural diversity. o Sustainability of practices. o Submission of an Agriculture Business Plan demonstrating commercial viability. The City will issue public notice of the application period for available leases, including the City website and other outreach. Notice to issued at least forty-five (45) days in advance of the close of the application period. The City Manager may use management discretion to deviate from the above selection process to address and resolve unique and unknown circumstances. COORDINATION OF SHARED RESOURCES: The Farm Manager will facilitate cooperation among Farmers in the development of the Premises and the use and maintenance of common resources (such as storage facilities and large equipment) and tasks (such as maintenance of fencing and farm materials). RESPONSIBLE USE AND COMPLIANCE WITH LAW: The Farm Manager shall use, and ensure that Farmers and all other users of the Premises, use the Premises in a manner so as not to cause actual harm to others or create any nuisances, public or private; and shall dispose of any and all waste in a safe and sanitary manner and in compliance with all applicable laws and regulations. FARM SITE COMMITTEES: The Farm Manager shall establish and maintain a separate Farm Site Committee for each of the following areas of the Premises: 1) Day Road Farm (including Crawford property), 2) Morales Farm, and 3) Johnson Farm. For the areas to which they are assigned. each Farm Site Committee will have general property oversight responsibilities including: oversight of daily property management, allocation of farmland and farmland resources (such as water), an opportunity to be consulted by the Farm Manager about applicants for a lease on the applicable site, and determination of use of farmland infrastructure. Farm Site Committees will consist of each farmer operating in the farm area of the Farm Site Committee, and the Farm Manager. The Farm Manager will use operating policies for the Farm Site Committees, which policies shall be approved by the City, and which shall include a farmer business plan review, and a farmer tenant dispute resolution process. REPORTS: By March 1 of each year, the Farm Manager will provide the City with an annual written report, which will include at least the following information: a. Quantification of produce and products from designated leased properties. b. Identification of farmer subleases by parcel, acreage utilized and lease rates. c. Summary of financial management (calendar year basis) including but not limited to: expense by parcel and payee; income by parcel; operating revenues and DocuSign Envelope ID: 6EE44AEA-0BF2-4E61-8ACE-3EED8E255AD4 Page 13 of 14 expenses of the management organization; grants sought/awarded, etc. d. Recommendation(s) for farm related capital improvements, if any. If requested by the City, such report shall be accompanied by an oral presentation to the City Council and other City representatives. INSPECTION: Leases shall contain language that includes the following provision: City may inspect any portion of the Premises except the interiors of residential structures. at any reasonable time, and in any reasonable manner, upon at least twenty-four (24) hours’·written or oral notice to the Farm Manager. In the event of emergency, the City may inspect any portion of the Premises except the interior of residential structures without notice, provided the City shall have made reasonable efforts to give advance notice to the Farm Manager. OTHER SERVICES: The Farm Manager will make reasonable efforts to act as a service facilitator and clearinghouse for ideas for the City and farm property tenants, including: o Assisting with transition planning for individual Farmers (e.g., training and mentoring new farmers and enabling retirement/exit of farmers no longer interested in farming). o Permitting for value-added processing and on-site sales of farm products. o Functioning as a business incubator and support resource for island farmers, including forging appropriate alliances with other organizations that have the resources to promote successful farm business development. o Providing general business support to leasehold fanners, including identifying and finding ways to provide technical best practices training. o Marketing and public relations (e.g., "Buy Local" campaign). DocuSign Envelope ID: 6EE44AEA-0BF2-4E61-8ACE-3EED8E255AD4 Page 14 of 14 EXHIBIT B – Leases Current Leases Name Location Parcel Number Acreage Lease Rate (acre/year) Duration (years) Laughing Crow Farm Betsey Wittick Suyematsu– Bentryn 102502-1-063-2005 1.19 $334 25 Bainbridge Island Vineyard Betsey Wittick Suyematsu– Bentryn 102502-1-063-2005 3.34 $334 25 Bainbridge Island Farms (now Suyematsu Farms) Karen Selvar Suyematsu– Bentryn 102502-1-063-2005 6.82 $334 25 Butler Green Farms Brian MacWhorter Suyematsu– Bentryn 102502-1-063-2005 2.54 $334 25 Butler Green Farms Brian MacWhorter Morales Farm 102502-1-062-2006 1.7 $290 25 Perennial Vintners Mike Lempriere Morales Farm 102502-1-062-2006 .4 $290 25 Perennial Vintners Mike Lempriere Suyematsu– Bentryn 102502-1-063-2005 .59 $290 25 Peaceful Morning Farm John Chang Morales Farm 102502-1-062-2006 .67 $290 25 Heyday Farm Johnson Farm 282502-2-064-2002 1.6 $170 12 Vireo Farm Mark Taylor & Tracy Lang Johnson Farm 282502-2-064-2002 1.28 $170 21 Total Acreage 20.13 Prior Lease – terminated Name Location Parcel Number Acreage Lease Rate (acre/year) Duration (years) Paulson Farm TERMINATED Mike Paulson Suyematsu– Bentryn 102502-1-063-2005 1.44 $334 24 DocuSign Envelope ID: 6EE44AEA-0BF2-4E61-8ACE-3EED8E255AD4