INDEPENDENT CONTRACTOR'S AGREEMENT – Over $40,000 Page 1 of 11 S:\EDCD_Shared\Economic Development\EDSP\Business Care\Business Retention, Expansion, And Attraction\Attraction - Relocation\BIOS\Agreement\REVISED Agreement_BIOS Health.Docx
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AGREEMENT NO. ___________________
INDEPENDENT CONTRACTOR'S AGREEMENT
[Over $100,000]
This INDEPENDENT CONTRACTOR’S AGREEMENT (“Agreement”) is made and entered into on _______________________, by and between the CITY OF BAKERSFIELD, a municipal corporation (referred to herein as “CITY”), and BIOS HEALTH LTD, a British corporation authorized to do business in California (referred to herein as “BIOS”).
R E C I T A L S
WHEREAS, in line with the CITY’s Economic Development Strategic Plan adopted by City Council on September 14, 2021, the Economic and Community Development (ECD) Department desires to position Bakersfield as a destination for innovation and promote the retention, t ransition and advancement of the region’s traditional mainstay industries; and
WHEREAS, BIOS has submitted to CITY a timeline of goals, consisting of a case study and a commercial hub proposal, identifying the need for a commercial hub in North America; and
WHEREAS, on January 24, 2024, CITY entered into Agreement No. 2024-034 with BIOS in the amount of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) to facilitate the expansion of its overall business operations to Bakersfield, California, secure other investments, advance strategic partnerships such as local hospitals; and
WHEREAS, BIOS has created a local presence and has been collaborating with Dignity Health and California State University of Bakersfield for the development and growth of the Precision Medicine Initiative (PMI) to support broader ecosystem and workforce development efforts in Bakersfield, as more specifically described in Exhibit “A,” attached hereto and incorporated by reference herein; and
WHEREAS, CITY’s support and collaboration with BIOS will accelerate the CITY’s broader economic development goals through fundamental innovation and research and development; and
Docusign Envelope ID: 31F0BD73-7DC7-4446-B63D-B8FFBAEAA5E4
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WHEREAS, the CITY desires to utilize Public Safety and Vital Services (PSVS) Measure funds to reimburse costs of business expansion and development assistance to BIOS; and
WHEREAS, CITY’s assistance to BIOS is consistent with PSVS Community Priority No. 11, concerning job creation through economic development, business retention, attraction and development of BIOS’s workforce development; and
WHEREAS, BIOS has also provided a proposal for their projected West Coast PMI job creation, as more specifically described in Exhibit “B,” attached hereto and incorporated by reference herein; and
WHEREAS, CITY desires to jointly position Bakersfield and BIOS as global leaders in the neural and artificial intelligence space; and
WHEREAS, CITY desires to further assist BIOS by contributing to the expansion of BIOS’s operations to Bakersfield and the development of BIOS’s West Coast clinical and commercial hub in Bakersfield; and
WHEREAS, BIOS represents that BIOS is experienced, well qualified and a specialist in the field of neuroscience, machine learning and artificial intelligence, hardware and software engineering, and medicine; and
NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and BIOS mutually agree as follows:
1. SCOPE OF WORK. In exchange for the Compensation (defined below), BIOS shall perform the following: the establishment of a Precision Medicine Initiative in Bakersfield, as more particularly described in Exhibit “A,” attached hereto and incorporated by reference herein (“Scope of Work”).
2. COMPENSATION/PAYMENT PROCEDURE . Subject to the conditions of this section, CITY will pay BIOS as follows for performing the Scope of Work (“Compensation”):
2.1 Fees shall be paid in four (4) quarterly installments of SIXTY -TWO THOUSAND FIVE HUNDRED DOLLARS ($62,500) for a total
compensation of TWO HUNDRED FIFTY THOUSAND DOLLARS
($250,000), in accordance with the outline of goals.
CITY will pay BIOS within 30 days after BIOS submits an itemized invoice in accordance with the Scope of Work and that invoice is approved by CITY.
The Compensation will be the total amount paid to BIOS for performing the Scope of Work and includes, but is not limited to, all out -of-pocket costs Docusign Envelope ID: 31F0BD73-7DC7-4446-B63D-B8FFBAEAA5E4
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and taxes. CITY will pay no other compensation to BIOS. In no case will CITY compensate BIOS more than TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) for performing the Scope of Work.
3. TERM. Unless terminated sooner, as set forth herein, this Agreement shall terminate on June 30, 2026.
4. TERMINATION. Either party may terminate this Agreement after giving the other party written notice, as provided herein, ten days before the termination is effective.
5. COMPLIANCE WITH ALL LAWS. BIOS shall, at BIOS’s sole cost, comply with all of the requirements of Municipal, State, and Federal authorities now in force, or which may hereafter be in force, pertaining to this Agreement, and shall faithfully observe in all activities relating to o r growing out of this Agreement all Municipal ordinances and State and Federal statutes, rules or regulations, and permitting requirements now in force or which may hereafter be in force including, without limitation, obtaining a C ity of Bakersfield business tax certificate (Bakersfield Municipal Code Chapter
5.02) where required.
6. INDEPENDENT CONTRACTOR. This Agreement calls for BIOS’s performance of the Scope of Work as an independent contractor. BIOS is not an agent or employee of the CITY for any purpose and is not entitled to any of the benefits provided by CITY to its employees. This Agreement shal l not be construed as forming a partnership or any other association with BIOS other than that of an independent contractor.
7. DIRECTION. BIOS retains the right to control or direct the manner in which the services described herein are performed.
8. EQUIPMENT. BIOS will supply all equipment, tools, materials and supplies necessary to perform the services under this Agreement.
9. STARTING WORK . BIOS shall not begin work until authorized to do so in writing by CITY. No work will be authorized before the date first written above.
10. KEY PERSONNEL . BIOS shall name all key personnel to be assigned to perform the Scope of Work. All key personnel shall be properly licensed and have the experience to perform the work called for under this Agreement.
BIOS shall provide background for each of the key pe rsonnel including, without limitation, resumes and work experience performing work similar to the Scope of Work. CITY reserves the right to approve key personnel. Once Docusign Envelope ID: 31F0BD73-7DC7-4446-B63D-B8FFBAEAA5E4
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the key personnel are approved, BIOS shall not change such personnel without CITY’s written approval, which will not be unreasonably withheld.
11. INCLUDED DOCUMENTS. Any bid documents, including, without limitation, special provisions and standard specifications and any Request for Proposals, Request for Qualifications and responses thereto relating to this Agreement are incorporated by reference as though fully set forth herein.
12. LICENSES. BIOS shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits and approvals which are legally required for BIOS to practice its profession and perform the Scope of Work. If BIOS is a corporation, at least one officer or key employee shall hold the required licenses or professional degrees. If BIOS is a partnership, at least one partner shall hold the required licensees or professional degrees.
13. STANDARD OF PERFORMANCE. The Scope of Work shall be performed in conformity with all legal requirements and industry standards observed by a specialist of BIOS’s profession in California.
14. SB 854 COMPLIANCE. To the extent Labor Code Section 1771.1 applies to this Agreement, a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, be subject to the requirements of Section 4104 of the Public Contract Code, or engage in the p erformance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5.
It is not a violation of Labor Code Section 1771.1 for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the t ime the contract is awarded. The prime contractor is required to post job site notices in compliance with Title 8 California Code of Regulations Section 16451. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
15. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any provision of this Agreement shall not constitute a waiver of that party's right to enforce such a provision at a later time and shall not serve to vary the terms of this Agreement.
16. INSURANCE.
16.1 Types and Limits of Insurance . In addition to any other insurance or Docusign Envelope ID: 31F0BD73-7DC7-4446-B63D-B8FFBAEAA5E4
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security required under this Agreement, BIOS must procure and maintain, for the duration of this Agreement, the types and limits of insurance below ("Basic Insurance Requirements").
16.1.1 Automobile liability insurance , providing coverage for owned, non -owned, and hired autos on an occurrence
basis for bodily injury, including death, of one or more persons, property damage, and personal injury, with limits of not less than $1,000,000 per occurrence.
16.1.2 Commercial general liability insurance , unless otherwise approved by CITY’s Risk Manager, providing coverage on
an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal
injury, with limits of not less than $1,000,000 per occurrence.
The policy must:
16.1.2.1 Provide contractual liability coverage for the terms of this Agreement; and
16.1.2.2 Provide products and completed operations
coverage; and
16.1.2.3 Provide premises, operations, and mobile
equipment coverage; and
16.1.2.4 Contain an additional insured endorsement in
favor of CITY and its mayor, council, officers,
agents, employees, and designated volunteers.
16.1.3 Workers' compensation insurance with limits of not less than $1,000,000 per occurrence. In accordance with the
provisions of Labor Code Section 3700, every contractor will be required to secure the payment of compensation to his employees. Pursuant to Labor Code Section 1861, BIOS
must submit to CITY the following certification before
beginning any work:
I am aware of the provisions of Section 3700 of the
Labor Code which require every employer to be
insured against liability for worker’s compensation or
to undertake self -insurance in accordance with the
provisions of that code, and I will comply with such
provisions before commencing the performance of
Docusign Envelope ID: 31F0BD73-7DC7-4446-B63D-B8FFBAEAA5E4
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the work of this contract.
By executing this Agreement, BIOS is submitting the
certification required above.
The policy must contain a waiver of subrogation in favor of CITY and its mayor, council, officers, agents, employees, and designated volunteers.
16.2 General Provisions Applying to All Insurance Types.
16.2.1 All policies required of BIOS must be written on a first -dollar coverage basis, or contain a deductible provision. Subject to CITY’s advance approval, BIOS may utilize a self -insured retention in any or all of the policies provided, but the policy or policies may not contain language, whether added by
endorsement or contained in the policy conditions, that prohibits satisfaction of any self -insured provision or requirement by anyone other than the named insured or by any means including other insurance or w hich is intended to defeat the intent or protection of an additional insured.
16.2.2 All policies required of BIOS must be primary insurance as to CITY and its mayor, council, officers, agents, employees, or designated volunteers and any insurance or self -insurance maintained by CITY and its mayor, council, officers, agents, employees, and designated volunteers must be excess of
BIOS’s insurance and must not contribute with it.
16.2.3 The insurance required above, except for workers’ compensation insurance, must be placed with insurers with a Best’s rating as approved by CITY’s Risk Manager, but in no event less than A -:VII. Any deductibles, self -insured retentions, or insurance in lesser amounts, or lack of certain types of insurance otherwise required by this Agreement, or insurance rated below Best’s A-:VII, must be declared prior to execution of this Agreement and approved by CITY in
writing.
16.2.4 The insurance required in this section must be maintained until the Scope of Work is satisfactorily completed as
evidenced by CITY’s written acceptance. All policies must provide that there will be continuing liability thereon, notwithstanding any recovery on any policy.
Docusign Envelope ID: 31F0BD73-7DC7-4446-B63D-B8FFBAEAA5E4
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16.2.5 Full compensation for all premiums which the BIOS is required to pay to satisfy the Basic Insurance Requirements shall be considered as included in the prices paid for the performance of the Scope of Work, and no additional
allowance will be made therefor or for additional premiums which may be required by extensions of the policies of
insurance.
16.2.6 It is further understood and agreed by BIOS that its liability to CITY will not in any way be limited to or affected by the amount of insurance obtained and carried by BIOS in
connection with this Agreement.
16.2.7 Unless otherwise approved by CITY, if any part of the Scope of Work is subcontracted, the Basic Insurance Requirements must be provided by, or on behalf of, all subcontractors even if CITY has approved lesser insurance requirements for BIOS, and all subcon tractors must agree in writing to be bound by the provisions of this section.
17. THIRD PARTY CLAIMS. In the case of public works contracts, CITY will timely notify BIOS of third party claims relating to this Agreement. CITY shall be allowed to recover from BIOS, and BIOS shall pay on demand, all costs of notification.
18. INDEMNITY. BIOS shall indemnify, defend, and hold harmless CITY and CITY’s officers, agents and employees against any and all liability, claims, actions, causes of action or demands whatsoever against them, or any of them, before administrative or judicial tribunal s of any kind whatsoever, arising out of, connected with, or caused by BIOS or BIOS’s employees, agents, independent BIOS ’s, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of this Agreement whether or not caused in part by a party indemnified hereunder, except for CITY’s sole active negligence or willful misconduct.
19. ASSIGNMENT. Neither this Agreement nor any rights, interests, duties, liabilities, obligations or responsibilities arising out of, concerning or related in any way to this Agreement (including, but not limited to, accounts, actions, causes of action, claims, damages, demands, liabilities, losses, obligations, or reckonings of any kind or nature whatsoever, for compensatory or exemplary and punitive damages, or declaratory, equitable or injunctive relief, whether based on contract, equity, tort or other theories of recovery provided for by the common or statutory law) Docusign Envelope ID: 31F0BD73-7DC7-4446-B63D-B8FFBAEAA5E4
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may be assigned or transferred by any party. Any such assignment is prohibited, and shall be unenforceable and otherwise null and void without the need for further action by the non-assigning party or parties.
20. ACCOUNTING RECORDS. BIOS shall maintain accurate accounting records and other written documentation pertaining to all costs incurred in performance of this Agreement. Such records and documentation shall be kept at BIOS's office during the term of this Agreement, and for a period of three years from the date of the final payment hereunder, and made available to CITY representatives upon request at any time during regular business hours.
21. BINDING EFFECT. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the Agreement and their heirs, administrators, executors, personal representatives, successors and assigns.
22. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of entities represents and warrants that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.
23. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be considered as an original and be effective as such.
24. EXECUTION. This Agreement is effective upon execution. It is the product of negotiation and all parties are equally responsible for authorship of this Agreement. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement.
25. EXHIBITS. In the event of a conflict between the terms, conditions or specifications set forth in this Agreement and those in exhibits attached hereto, the terms, conditions, or specifications set forth in this Agreement shall prevail. All exhibits to which refere nce is made in this Agreement are deemed incorporated in this Agreement, whether or not actually attached.
26. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents, and instruments, and perform such acts as are necessary or appropriate, to implement the terms of this Agreement and the intent of the parties to this Agreement.
27. GOVERNING LAW. The laws of the State of California will govern the validity Docusign Envelope ID: 31F0BD73-7DC7-4446-B63D-B8FFBAEAA5E4
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of this Agreement and its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in Kern County, California.
28. INTERPRETATION. Whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural.
29. MERGER AND MODIFICATION . This Agreement sets forth the entire agreement between the parties and supersedes all other oral or written representations. This Agreement may be modified only in a writing approved by the City Council and signed by all the parties.
30. NON-INTEREST. No CITY officer or employee shall hold any interest in this Agreement (California Government Code section 1090).
31. NOTICES. All notices relative to this Agreement shall be given in writing and shall be personally served or sent by certified or registered mail and be effective upon actual personal service or depositing in the United States mail. The parties shall be addressed as follows, or at any other address designated by notice:
CITY: CITY OF BAKERSFIELD
CITY HALL
1600 Truxtun Avenue
Bakersfield, California 93301
BIOS: BIOS HEALTH LTD
8 Bateman Mews
Cambridge
CB2 1NN
Cambridge, UK
32. RESOURCE ALLOCATION. All CITY obligations under the terms of this Agreement are subject to the appropriation and allocation of resources by the City Council.
33. TITLE TO DOCUMENTS. All documents, plans, and drawings, maps, photographs, and other papers, or copies thereof prepared by BIOS pursuant to the terms of this Agreement, shall, upon preparation, become CITY property.
Docusign Envelope ID: 31F0BD73-7DC7-4446-B63D-B8FFBAEAA5E4
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34. TAX NUMBERS.
BIOS’s Federal Tax ID Number __________________
BIOS is a corporation? Yes No___________ (Please check one.)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.
"CITY" “BIOS”
CITY OF BAKERSFIELD BIOS HEALTH LTD
By:________________________________ By:_________________________________
KAREN GOH EMIL HEWAGE
Mayor Chief Executive Officer
[Additional Signatures on Following Page]
Docusign Envelope ID: 31F0BD73-7DC7-4446-B63D-B8FFBAEAA5E4
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APPROVED AS TO CONTENT:
ECONOMIC AND COMMUNITY DEVELOPMENT
DEPARTMENT
By:_______________________________
JENNIFER M. BYERS
Economic and Community
Development Director
APPROVED AS TO FORM:
VIRGINIA GENNARO
City Attorney
By:___________________________
VIRGINIA GENNARO
City Attorney
Insurance:____________
COUNTERSIGNED:
By:_______________________________
RANDY MCKEEGAN
Finance Director
Attachments: Exhibit “A” – West Coast Hub
Exhibit “B” – Proposed West Coast Team Growth
Docusign Envelope ID: 31F0BD73-7DC7-4446-B63D-B8FFBAEAA5E4
Exhibit “A”
West Coast Hub
2025-26 Plan for Establishing a Clinical & Commercial Hub in Bakersfield, CA, USA
Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026
City of Bakersfield
Award
N/A $150k $33.3k $33.3k $33.3k
Main Goals N/A ● Support California
State University,
Bakersfield with
fundraising and
development of
Precision Medicine
Initiative (PMI).
● Support planning
of “Unbound”
Capital Summit.
● Advise on site
plans for PMI.
● Advance
discussions and
applications with
State and County
incentive
programs.
● Develop HR
strategy for clinical
and administrative
positions.
● Convene
institutional capital
and acclaimed
entrepreneurs in
Bakersfield.
● Secure equipment
and space
improvements for
PMI.*
● Present and
facilitate at
Unbound.
● Outline and begin
fundraising for
long-term West
Coast Precision
Medicine Hub.
● Activate PMI*
● Begin staffing and
operations for
development of
larger Precision
Medicine Hub.
*Purchase of Equipment and Activation of PMI contingent on successful completion of fundraising and program development by PMI partnership.
Docusign Envelope ID: 31F0BD73-7DC7-4446-B63D-B8FFBAEAA5E4 Exhibit “B”
Proposed West Coast Team Growth*
2025-27 Plan for Job Growth
Year New West Coast
Related Roles
Description Total Team (End of Year)
2025 3+1 3 x directly involved initial team (PT,
Remote)
4 2026 3 1x Admin, 1x Business Development, 1x
Clinical Product Support
7 2027 4 1x Clinical Product Lead, 1 x Clinical Trial
Support, 2x Clinical Product Support
11 *Subject to the availability of suitable funding.
Docusign Envelope ID: 31F0BD73-7DC7-4446-B63D-B8FFBAEAA5E4 Certificate Of Completion
Envelope Id: 31F0BD73-7DC7-4446-B63D-B8FFBAEAA5E4
Status: Completed
Subject: Complete with Docusign: BIOS Agreement_Final.pdf Source Envelope:
Document Pages: 13
Signatures: 2
Envelope Originator:
Certificate Pages: 5
Initials: 0
City Clerk's Office
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
[email protected]
IP Address: 174.46.226.5
Record Tracking
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5/14/2025 2:29:00 PM
Holder: City Clerk's Office
[email protected]
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Pool: City of Bakersfield
Location: Docusign
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Emil Hewage
[email protected]
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Using IP Address: 86.143.255.46
Sent: 5/14/2025 2:34:38 PM
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Signed: 5/15/2025 1:34:38 AM
Electronic Record and Signature Disclosure:
Accepted: 5/15/2025 1:33:51 AM
ID: 8be49284-8eb9-49f0-8d61-610233782aae
Jennifer M. Byers
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.46.226.5
Sent: 5/15/2025 1:34:39 AM
Viewed: 5/19/2025 8:12:41 AM
Signed: 5/19/2025 8:12:54 AM
Electronic Record and Signature Disclosure:
Accepted: 5/26/2023 10:13:24 AM
ID: ab9ab9e6-74d8-43a0-b6e5-e1f3271042ea
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All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/28/2022 10:51:05 AM Parties agreed to: Emil Hewage, Jennifer M. Byers
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To withdraw your consent with City of Bakersfield
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
Until or unless you notify City of Bakersfield as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Bakersfield during the course of your relationship with City of Bakersfield.