HomeMy WebLinkAbout2026-020 AGRMT Bardo Wright Ltd. Co dba Resilience Emergency Management Services AS H A N D
," T Y o r Personal Services Agreement
City Information Consultant Information
City of Ashland Firm Name: Bardo Wright Ltd. Co d/b/a Resilience Emergency
Attn: Scott Fleury Contact: David Elliott
20 East Main Street Address: PO Box 1058
Ashland, Oregon 97520 Taos, NM 87571
Phone:(541)488-5587 Phone: 651-7074057
Email: Email: David@BardoWright.com
Contract Summary
Procurement Method: Direct Award
Completion Date: 06/30/2027
Contract Amount: $ 26,000.00
Description of Services: Provide emergency management exercise design,facilitation,evaluation,and Improvement planning services
Supporting Documents: agreement Dated:
Dated:
Dated:
Dated:
This Personal Services Agreement (hereinafter"Agreement") is entered into by and between the
City of Ashland, an Oregon municipal corporation (hereinafter "City") and the Consultant listed
under Consultant Information above, ("hereinafter "Consultant"), for the services listed under
Description of Services and Supporting Documents as noted in the Contract Summary above. In
the event of conflict between provisions of the Supporting Documents, the Supporting Documents
shall be given precedence in the order listed above.
This Agreement, the Exhibits and the Supporting Documents shall be construed to be mutually
complementary and supplementary wherever possible. In the event of a conflict which cannot be
so resolved, the provisions of this Agreement itself shall control over any conflicting provisions in
any of the exhibits or supporting documents. The Consultant's initials °I E 1 herein signify
acknowledgment and agreement to this provision, if applicable, or if not sign "N/A".
Consultant's services are collectively referred to in this Agreement as the "Work."
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NOW THEREFORE, in consideration of the mutual covenants contained herein, the City and
Consultant hereby agree as follows:
1. Effective Date and Duration: This Agreement shall become effective on the date of
execution on behalf of the City, as set forth below (the "Effective Date"), and unless sooner
terminated as specifically provided herein, shall terminate upon the City's affirmative
acceptance of Consultant's Work as complete and Consultant's acceptance of the City's final
payment therefore, but not later than the Completion Date listed under the Contract
Summary in the table one page one of this agreement.
1.1. Time is of the essence. Time is of the essence for Consultant's performance of each
and every obligation and duty under this Agreement. City, by written notice to Consultant
of default or breach, may at any time terminate the whole or any part of this Agreement if
Consultant fails to provide the Work called for by this Agreement within the time specified
herein or within any extension thereof.
2. Compensation: City shall pay Consultant the sum listed as the"Contract Amount" under the
Contract Summary on page one of this document as full compensation for Consultant's
performance of all Work under this Agreement. In no event shall Consultant's total of all
compensation and reimbursement under this Agreement exceed the Contract Amount without
the express, written approval from the appropriate Department Head or City Manager.
Payments shall be made within thirty(30)days of the date of receipt by the City of Consultant's
invoice. Should this Agreement be terminated prior to completion of all Work, payments will
be made for any phase of the Work completed and accepted as of the date of termination.
3. Consultant Obligations:
3.1, Independent Contractor Status. Consultant is an independent contractor and not an
employee of the City for any purpose. Consultant shall have the complete responsibility
for the performance of this Agreement. Consultant shall provide workers' compensation
coverage as required in ORS Chapter 656 for all persons employed to perform Work
pursuant to this Agreement. Consultant is a subject employer that will comply with ORS
656,017,
3.2. Qualified Work. Consultant has represented, and by entering into this Agreement now
represents,that all personnel assigned to the Work to be performed under this Agreement
are fully qualified to perform the services to which they will be assigned in a skilled manner
and, if required to be registered, licensed, or bonded by the State of Oregon, are so
registered, licensed, or bonded.
3.3. Assignment. Consultant shall not assign this Agreement or subcontract any portion of
the Work without the written consent of City. Any attempted assignment or subcontract
without written consent of City shall be void. Consultant shall be fully responsible for
the acts or omissions of any assigns or subcontractors and of all persons employed by
them, and the approval by City of any assignment or subcontract of the Work shall not
create any contractual relation between the assignee or subcontractor and City.
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3.4. Work Performance Obligation. Consultant shall, at its own risk, perform the Work
described in the Description of Services and in the Supporting Documents and, unless
otherwise specified in this Agreement,furnish all labor, equipment, and materials required
for the proper performance of such Work.
3.5. Certification. Consultant agrees to and shall sign the certification attached hereto as
"Exhibit U and incorporated herein by this reference.
4. Insurance; Consultant shall, at its own expense, maintain the following insurance:
4.1. Worker's Compensation. Worker's Compensation insurance in compliance with ORS
656.017, which requires subject employers to provide Oregon workers' compensation
coverage for all their subject workers.
4.2. Workers' Compensation Exemption. If applicable, Consultant affirms and certifies that
it is exempt from providing Workers' Compensation per ORS 656.027.
Exemption criteria: Enter criteria here or delete if not applicable
Consultant initials if exempt: DE Date: 03/10/2026
4.3. Professional Liability insurance with a combined single limit, or the equivalent, of not
less than $2,000,000 (two million dollars) per occurrence. This is to cover any damage
caused by error, omission or negligent acts related to the Work to be provided under this
Agreement.
4.4. General Liability insurance with a combined single limit, or the equivalent, of not less
than$2,000,000(two million dollars) per occurrence for Bodily Injury, Death, and Property
Damage.
4.5 Autemebilengle limit__eF the equivalent,
Of HE)
City Amendment
approved, CZ.
3.12.16 .
4.6. Notice of cancellation or change. There shall be no cancellation, material change,
reduction of limits or intent not to renew the insurance coverage(s)without thirty(30)days'
prior written notice from the Consultant or its insurer(s) to the City.
4.7. Additional Insured/Certificates of Insurance. Consultant shall name the City of
Ashland, Oregon, and its elected officials, officers and employees as Additional Insureds
on any insurance policies, excluding Professional Liability and Workers' Compensation,
required herein, but only with respect to Consultant's services to be provided under this
Agreement. The consultant's insurance is primary and non-contributory. As evidence of
the insurance coverages required by this Agreement, the Consultant shall furnish
acceptable insurance certificates prior to commencing the Work under this Agreement.
The certificate will specify all of the parties who are Additional Insureds. Insuring
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companies or entities are subject to the City's acceptance. If requested, complete copies
of insurance policies; trust agreements, etc, shall be provided to the City. The Consultant
shall be financially responsible for all pertinent deductibles,self-insured retentions, and/or
self-insurance.
5. Termination:
5.1. Mutual Consent, This Agreement may be terminated at any time by the mutual consent
of both parties.
5.2. City`s Convenience. This Agreement may be terminated by City at any time upon not
less than thirty (30) days' prior written notice delivered by certified mail or in person.
5.3. For Cause. City may terminate or modify this Agreement, in whole or in part, effective
upon delivery of written notice to Consultant, or at such later date as may be established
by City under any of the following conditions:
• If City funding from federal, state, county or other sources is not obtained and
continued at levels sufficient to allow for the purchase of the indicated quantity
of services; or
• If federal or state regulations or guidelines are modified, changed, or interpreted
in such a way that the services are no longer allowable or appropriate for
purchase under this Agreement or are no longer eligible for the funding
proposed for payments authorized by this Agreement, or
• If any license or certificate required by law or regulation to be held by Consultant
to provide the services required by this Agreement is for any reason denied,
revoked, suspended, or not renewed.
5.4. For Default or Breach. Either City or Consultant may terminate this Agreement in the
event of a breach of the Agreement by the other. Prior to such termination the party
seeking termination shall give to the other party written notice of the breach and its intent
to terminate. If the party committing the breach has not entirely cured the breach within
fifteen (15) days of the date of the notice, or within such other period as the party giving
the notice may authorize in writing, then the Agreement may be terminated at any time
thereafter by a written notice of termination by the party giving notice.
5.4.1. Default: The Consultant shall be in default of this Agreement if Consultant:
commits any material breach or default of any covenant, warranty, certification, or
obligation under the Agreement; institutes an action for relief in bankruptcy or has
instituted against it an action for insolvency, makes a general assignment for the
benefit of creditors; or ceases doing business on a regular basis of the type
identified in its obligations under the Agreement; or attempts to assign rights in, or
delegate duties under, this Agreement.
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5.5. Obligation/Liability of Parties. Termination or modification of this Agreement pursuant
to subsections 5.1, 5.2, or 5.3 above shall be without prejudice to any obligations or
liabilities of either party already accrued prior to such termination or modification.
However, upon receiving a notice of termination (regardless of whether such notice
is given pursuant to subsection 5.1, 5.2, 5.3, or 5.4 of this section, Consultant
shall immediately cease all activities under this Agreement, unless expressly
directed otherwise by City in the notice of termination. Further, upon termination,
Consultant shall deliver to City all documents, information, works-in-progress and other
property that are or would be deliverables had the Agreement been completed. City
shall pay Consultant for Work performed prior to the termination date if such
Work was performed in accordance with this Agreement.
5.6. The rights and remedies of City provided in this subsection are not exclusive and are in
addition to any other rights and remedies provided by law or under this Agreement.
6. Indemnification: Consultant hereby agrees to defend, indemnify, save, and hold City, its
officers, employees, and agents harmless from any and all losses, claims, actions, costs,
expenses, judgments, or other damages resulting from injury to any person (including injury
resulting in death), or damage (including loss or destruction) to property, of whatsoever
nature arising out of or incident to the performance of this Agreement by Consultant
(including but not limited to, Consultant's employees, agents, and others designated by
Consultant to perform Work or services attendant to this Agreement). However, Consultant
shall not be held responsible for any losses, expenses, claims, costs, judgments, or other
damages, caused solely by the gross negligence of City.
7. Consultant's Compliance with Tax Laws: Consultant represents and warrants to the City
that: Consultant shall comply with all Oregon tax laws, including but not limited to ORS
305.620, ORS 305.380(4), and ORS Chapters 316, 317, 318, in addition to any rules,
regulations, charter provisions, or ordinances that implement or enforce any of the foregoing
tax laws or provisions and any tax provisions imposed by a political subdivisions of the State
of Oregon.
8. Living Wage Requirements: if the amount of this Agreement is $26,429.65 or more,
Consultant is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a
living wage, as defined in that chapter, to all employees performing Work under this
Agreement and to any Subcontractor who performs 50% or more of the Work under this
Agreement. Consultant is also required to post the notice attached hereto as "Exhibit B"
predominantly in areas where it will be seen by all employees.
9. Notice: Whenever notice is required or permitted to be given under this Agreement, such
notice shall be given in writing to the other party by personal delivery, by sending via a
reputable commercial overnight courier, by mailing using registered or certified United States
mail, return receipt requested, postage prepaid, or by electronically confirmed at the
addresses set forth on page one of this agreement with a copy to:
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City of Ashland —Legal Department
20 E. Main Street
Ashland, Oregon 97520
Phone: (541) 488-5350
10. General Provisions:
10.1. Ownership of Work/Documents: All Work, work product, or other documents
produced in furtherance of this Agreement belong to the City, and any copyright, patent,
trademark proprietary or any other protected intellectual property right shall vest in and is
hereby assigned to the City.
10.2. Non-appropriations Clause - Funds Available and Authorized: City has
sufficient funds currently available and authorized for expenditure to finance the costs of
this Agreement within the City's fiscal year budget. Consultant understands and agrees
that City's payment of amounts under this Agreement attributable to Work performed
after the last day of the current fiscal year is contingent on City appropriations, or other
expenditure authority sufficient to allow City in the exercise of its reasonable
administrative discretion, to continue to make payments under this Agreement. In the
event City has insufficient appropriations, limitations or other expenditure authority, City
may terminate this Agreement without penalty or liability to City, effective upon the
delivery of written notice to Consultant, with no further liability to Consultant.
10.3. Statutory Requirements: The following laws of the State of Oregon are hereby
incorporated by reference into this Agreement: ORS 27913.220, 27913.230 and
279B.235.
10.4. Nondiscrimination: Consultant agrees that no person shall, on the grounds of
race, color, religion, creed, sex, marital status, familial status or domestic partnership,
national origin, age, mental or physical disability, sexual orientation, gender identity or
source of income, suffer discrimination in the performance of any Work under this
Agreement when employed by Consultant. Consultant agrees to comply with all
applicable requirements of federal and state civil rights and rehabilitation statutes, rules
and regulations. Further, Consultant agrees not to discriminate against a
disadvantaged business enterprise, minority-owned business, woman-owned business,
a business that a service-disabled veteran owns or an emerging small business
enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS
279A.110.
10.5. Governing Law: This Agreement shall be governed by the laws of the State of
Oregon without regard to conflict of laws principles. Exclusive venue for litigation of any
action arising under this Agreement shall be in the Circuit Court of the State of Oregon
for Jackson County unless exclusive jurisdiction is in federal court, in which case
exclusive venue shall be in the federal district court for the district of Oregon. Each party
expressly waives any and all rights to maintain an action under this Agreement in any
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other venue, and expressly consents that, upon motion of the other party, any case may
be dismissed, or its venue transferred, as appropriate, so as to effectuate this choice of
venue.
11. Merger: This agreement and the attached exhibits constitute the entire understanding and
agreement between the parties. No waiver, consent, modification or change of terms of this
agreement shall bind either party unless in writing and signed by both parties. Such waiver,
consent, modification or change, if made, shall be effective only in the specific instance and
for the specific purpose given. There are no understandings, agreements, or representations,
oral or written, not specified herein regarding this agreement. Consultant, by signature of its
authorized representative, hereby acknowledges that he/she has read this agreement,
understands it, and agrees to be bound by its terms and conditions.
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WITNESS WHEREOF, the parties have executed this Agreement in their respective names by
their duly authorized representatives as of the dates indicated below. This Agreement may be
executed in two counterparts, each of which shall be deemed an original, with equal force and
effect as if executed in a single document.
City of Ashland: Bardo Wright Ltd. Co dtbla Re(Consultant)
By:
tore
David Elliot
Date
Printed Name
Principal Emergency Manager
Title
Purchase Order No.
03/10/2026
Date
(LA-9 is to be submitted with this signed Agreement)
APPROVED AS TO FORM:
Lit:n�
City Attorney
3.12.26
Date
Page 8 of 8 Personal Services Agreement Between the City of Ashland and Bardo Wright Ltd. Co dlbla Res
City of Ashland, Oregon
City of Ashland
LIVING
ALL employers described below must comply
WAGE
regulating............... .............
with City of Ashland laws payment
a living wage.
per hour, effective June 30, 2025.
The Living Wage is adjusted annually every
1 June 30 by the Consumer Price Index.
- - a project or portion of the 401K, and IRS eligible
business of their employer, if cafeteria plans (including
the employer has ten or more childcare) benefits to the
employees, and has received employee's amount of wages.
➢ For all hours worked under a financial assistance for the
service contract between their project or business from the ➢ Note: For temporary and part-
employer and the City of City of Ashland over$27,163, time employees, the Living
Ashland if the contract Wage does not apply to the
exceeds$27,163 or more. ➢ if their employer is the City of first 1040 hours worked in any
Ashland, including the Parks calendar year. For more
➢ For all hours worked in a
and Recreation Department. details, please see Ashland
month,if the employee spends Municipal Code Section
50%or more of the employee's ➢ In calculating the living wage, 3.12.020. j
time in that month working on employers may add the value
of health care, retirement,
i
For
F
additional
Call the Ashland City Manager's office at 541-488-6002 or write to the City Manager,
City Mall, 20 East Main Street,Ashland, OR 97520, or visit the City's website at www.ashland.or.us.
Notice to Employers: This notice must be posted in areas where it can be seen by all employees.
ry 0r j
L. IN D
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Exhibit C
Certifications/Representations: Consultant, by and through its authorized
representative, under penalty of perjury, certifies that (a) the number shown on the attached W-9
form is its correct taxpayer ID (or is waiting for the number to be issued to it and (b) Consultant is
not subject to backup withholding because: (i) it is exempt from backup withholding, or (ii) it has
not been notified by the Internal Revenue Service (IRS)that it is subject to backup withholding as
a result of a failure to report all interest or dividends, or (iii) the IRS has notified it that it is no
longer subject to backup withholding. Consultant further represents and warrants to City that: (a)
it has the power and authority to enter into this Agreement and perform the Work, (b) the
Agreement, when executed and delivered, shall be a valid and binding obligation of Consultant
enforceable in accordance with its terms, (c)the work under the Agreement shall be performed in
accordance with the highest professional standards, and(d) Consultant is qualified, professionally
competent, and duly licensed (if applicable) to perform the Work. Consultant also certifies under
penalty of perjury that its business is not in violation of any Oregon tax laws, it is an independent
contractor as defined in the Agreement, it is authorized to do business in the State of Oregon,
and Consultant has checked four or more of the following criteria that apply to its business.
DE (1) Consultant carries out the work or services at a location separate from a private
residence or is in a specific portion of a private residence, set aside as the location of
the business.
DE (2) Commercial advertising or business cards or a trade association membership are
purchased for the business.
(3) Telephone listing is used for the business separate from the personal residence
listing.
DE (4) Labor or services are performed only pursuant to written contracts.
DE (5) Labor or services are performed for two or more different persons within a period
of one year.
(6) Consultant assumes financial responsibility for defective workmanship or for
service not provided as evidenced by the ownership of performance bonds,
warranties, errors and omission (professional liability) insurance or liability insurance
F
ing to the Work or services to be provided.
Consultan ' signature
03110I2026
Date
Page 1 of 1: Exhibit C
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PARTIES This Agreement ismade effective enof . bv and between:
Contractor:
Bordo Wright Ltd. [o
d/b/a Resilience Emergency Management URENU
Representative: David A. Elliot, Principal Emergency Manager (CEC)
^ PhoDe: +01.651.TO7.4D57
^ E0aU: Dovid@Bando\Nright.nonn
, Address: PO Box 1O5R. Taos, NK887571
Client: |
City ufAshland, {}naQoO
PURPOSE
The Contractor will provide emergency management exercise design, facilitation, evaluation,
and improvement planning services tosupport the City mf Ashland's emergency preparedness
and Federal Energy Regulatory Commission (FERC) dam safety exercise requirements.
ABOUT BARDO WRIGHT LTD. CO
Bardo Wright Ltd. Co, operating as Resilience Emergency Management (REM), provides
emergency management support that enhances organizational readiness and resilience across
critical mmwon. Serving public and private sector entities, REM specializes in dgVe|opiDg,
nnoinhain|ng, and o|ovobDQ emergency preparedness ataDda[ds, providing organizations with o
clear pathway to meet regulatory requirements and best practices in emergency management
and safety.
REM's work emphasizes not only compliance, but the practical implementation and
operational ization of emergency preparedness, ensuring that plans, systems, and coordination
structures function effectively under real-world conditions. REM's approach is grounded in
collaboration, whole-community engagement, and the understanding that effective emergency
management must be adaptable to evolving hazards, organizational change, and community
needs.
SCOPE OF WORK
Contractor agrees to perform the following services for CLIENT:
1. Meetings & Coordination
• Attend, facilitate, and coordinate scheduled exercise planning meetings, both remote
and in person, as needed to support exercise objectives.
2. Training, Drills, & Exercises
• Design and facilitate a tabletop exercise and a functional exercise consistent with FEMA
Homeland Security Exercise and Evaluation Program (HSEEP) methodology.
• Coordinate exercise logistics and participation with the CLIENT's designated point of
contact.
• For all scheduled exercise-related meetings and activities, the Contractor will:
1. Coordinate scheduling with the CLIENT POC.
2. Facilitate or instruct as required.
3. Provide follow-up documentation as appropriate.
3. After-Action Review& Improvement Planning
• Conduct post-exercise debriefs and hotwash activities.
• Develop and deliver a formal After-Action Report and Improvement Plan (AARIIP)
documenting strengths, areas for improvement, and recommended corrective actions.
4. Ad Hoc POSTE-Based Services
• Operationalization of lessons learned from exercise activities within the POETS
framework
• Additional training focused on personnel capacity building for preparedness
• Resilience capacity building for recovery, including:
• Whole community disaster recovery planning, support, and capacity building, to
include COAD and VOAD-like structures
• Leveraging and coordinating existing City of Ashland resources
• Development of resource deployment capabilities
• Business community connectivity and "Ashland Ready" initiative development, with
potential integration into exercise activities
POETE-BASED SERVICE FRAMEWORK
REM's services are structured using the POETS framework—Planning, Organizing, Equipping,
Training, and Exercising—which emphasizes structured deliverables alongside practical
implementation support.
Planning
REM collaborates with clients to inform the development, review, and refinement of emergency
management documents and preparedness priorities. Within the context of this Agreement,
exercise outcomes and AAR11P findings are used to identify planning strengths, gaps, and
opportunities for improvement.
Organizing
REM's work supports clarity around roles, responsibilities, coordination mechanisms, and
stakeholder engagement. Exercise findings may inform organizational adjustments, coordination
practices, and governance structures that support effective emergency operations.
Equipping
Exercise evaluation may identify tools, systems, or resources that support emergency response
and coordination. REM's POETS framework allows these needs to be documented and
translated into actionable improvement recommendations.
Training
Exercises are designed to reveal training strengths and gaps. Findings may be used to inform
future training priorities, curriculum development, or targeted skill-building activities.
Exercising
Discussion-based and operations-based exercises validate preparedness assumptions and test
coordination under realistic conditions. REM uses exercises as a diagnostic and improvement
tool rather than a stand-alone compliance activity.
The POETS framework ensures that exercises meaningfully inform broader preparedness and
capacity-building efforts while remaining adaptable to the CLIENT'S priorities and resources.
FEES AND PAYMENT TERMS
Flat Fee for Exercise Services
Total Flat Fee: $26,000.00
This flat fee covers all services described in the Scope of Work items 1-3 above.
Payment Schedule:
• $6,500.00 (25%) due upon execution of this Agreement
• $6,500.00 (25%) due upon completion of the Contractor's spring site visit to Ashland,
Oregon
• $6,500.00 (25%) due upon completion of exercise design and supporting materials
• $6,500.00 (25%) due upon submission and acceptance of the final After-Action Report
and Improvement Plan (AARIIP)
OPTIONAL ADDITIONAL SERVICES (OPT-IN)
Following completion of the exercises and AARIIP, the CLIENT may elect to engage the
Contractor for additional emergency management support related to preparedness
improvement, implementation, or operational ization identified through the POETS framework.
Optional services may include, but are not limited to:
• Implementation support for improvement plan actions
• Development of tools, templates, or operational aids
• Additional planning or coordination support
• POETE-based capacity building activities
• Facilitation of additional meetings, workshops, or working sessions
Ad Hoc or Additional Slate of Hours
• Additional services may be provided on an ad hoc basis at$185.00 per hour, with prior
written approval by the CLIENT.
• Alternatively, CLIENT and Contractor may mutually agree, in writing, to a defined
additional slate of hours to support follow-on work.
Ad Hoc POSTE-Based Services (Scope of Work Item 4)
• $3,000.00 for ad hoc services as described in Scope of Work Item 4, billed at$185.00
per hour, with prior written approval by the CLIENT.
• Services under this line item are authorized separately from the flat fee and are not
implied or required under this Agreement unless explicitly authorized by the CLIENT.
No additional services are implied or required under this Agreement unless explicitly authorized
by the CLIENT.
TERM
This Agreement shall be effective as of[START DATE] and shall remain in effect through
completion and acceptance of the AAR/IP, unless terminated earlier in accordance with this
Agreement.
LIABILITY AND CONFIDENTIALITY
Liability
CLIENT acknowledges that emergency management and exercise activities involve inherent
risk. Contractor shall not be liable for indirect or consequential damages arising from services
performed under this Agreement.
Confidentiality
Both parties agree to maintain the confidentiality of proprietary or sensitive information disclosed
during the performance of this Agreement.
OWNERSHIP OF WORK
All exercise documentation, reports, and materials produced under this Agreement shall
become the property of the CLIENT upon full payment.
INDEPENDENT CONTRACTOR
Contractor is an independent contractor and not an employee or agent of CLIENT.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of
New Mexico.
SUPERSEDING AGREEMENT
This Agreement supersedes all prior oral or written agreements between the parties related to
the subject matter herein.
AMENDMENT
This Agreement may be amended only by written agreement signed by both parties.
SIGNATURES
Contractor
David A. Elliot
i
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Principal Emergency Manager
Bardo Wright Ltd. Co
dlbla Resilience Em rgency Management
Signature:
Date: Cj
Client
City of Ashland, Oregon
Authorized Signature:
Title:
Date: