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c,c,--, I�� <br />11415 NE 1281h St Suite 110 Kirkland WA 98034 • (425)820-3420 • FAX (423')820-3437 <br />www.americanforestmanagement.com <br />PROFESSIONAL SERVICES AGREEMENT <br />THIS AGREEMENT entered into theiLday of 2016 by and between <br />AMERICAN FOREST MANAGEMENT, IN . witl an office at 11415 NE 128TH St., Suite <br />110, Kirkland, WA 98034 (hereinafter referred to as "AFM") and Port Ludlow Associates LLC <br />and Jefferson County Department of Communi1y Development (hereinafter referred to as <br />"Client"). <br />AFM agrees to provide consulting services to Client as shown on the attached Exhibit "A" which <br />is hereby incorporated into this Agreement by reference. <br />Access: Client hereby grants to AFM, its agent and employees the right to ingress and egress <br />upon and to the Property for the purpose of performing the agreed upon services as outlined in <br />Exhibit "A". <br />Compensation and Payment: Client agrees to timely pay AFM for services performed in <br />accordance with the schedule of payment outlined on the attached Exhibit "A". <br />Insurance Coverage: AFM shall, while performing services on the Client's property, maintain <br />in effect worker's compensation insurance in the statutory amounts as required by the Worker's <br />Compensation Law in the state or states in which AFM is obligated to provide worker's <br />compensation benefits; General liability insurance with maximum limits of liability of not less <br />than $1,000,000 per occurrence or $2,000,000 General Aggregate; and motor vehicle liability <br />insurance with minimum liability limits of $1,000,000 Combined Single Limit (Bodily Injury <br />and/or Property Damage combined). <br />Indemnification: AFM agrees to defend, indemnify and hold harmless Client, its officers, <br />directors, employees, agents, and affiliates from and against any and all third -party claims, <br />lawsuits and demands and the associated liabilities, damages, costs and expenses (including <br />reasonable attorneys' fees) (the "Claims") arising from bodily injury, death, or property damage, <br />caused by any act, omission, or failure of Consultant or its officers, directors, employees, agents, <br />or Consultants, in connection with this Agreement. <br />Client agrees to defend, indemnify and hold harmless AFM, its officers, directors, employees, <br />agents, and affiliates from and against any and all third -party claims, lawsuits and demands and <br />the associated liabilities, damages, costs and expenses (including reasonable attorneys' fees) (the <br />"Claims") arising from bodily injury, death, or property damage, caused by any act, omission, or <br />failure of Client or its officers, directors, employees, agents, or Consultants, in connection with <br />this Agreement. <br />Independent Contractor: It is understood and agreed that AFM and its employees are <br />independent contractors and not employees of the Client, and each party to this Agreement <br />