INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 1 of 4 Updated – October 29, 2024
AGREEMENT NO. ___________________
CONTRIBUTION AGREEMENT
[Over $100,000]
This CONTRIBUTION AGREEMENT (“Agreement”) is made and entered into on _______________________, by and between the CITY OF BAKERSFIELD, a municipal corporation (referred to herein as “CITY”), and BAKERSFIELD AMERICAN INDIAN HEALTH PROJECT (BHAIP) , a nonprofit corporation authorized to do business in California (referred to herein as “RECIPIENT”).
R E C I T A L S
WHEREAS, on July 22, 2021, a settlement was announced in multi -district federal litigation based in Ohio against opioid manufacturers and distributors, totaling $26 billion; and
WHEREAS, CITY received $1.56 million from the 2022 and 2023 National Opioid Settlement Agreements (settlement funds); and
WHEREAS, CITY desires to allocate these settlement funds in accordance with the High Impact Abatement Strategies, Core Strategies, and Approved Uses provided by the California Department of Health Care Services (DHCS); and
WHEREAS, RECIPIENT submitted an application for the Behavioral Health Continuum Infrastructure Program Bond 1 Grant to establish a Behavioral and Mental Health Urgent Care, Community Wellness Center, Community Mental Health Clinic, and an Outpatient Treatment Center for substance use disorders in Kern County (“Project”); and
WHEREAS, the proposed Project would create twenty -five outpatient slots to provide health care services for those in rural or remote areas of Kern County; and
WHEREAS, RECIPIENT’s application was approved and requires a $25 0,000 match; and
WHEREAS, CITY fully supports RECIPIENT’s proposal and has committed to contribute $250,000 in settlement funds to the Project’s match requirement.
NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and RECIPIENT have reached the following mutual understandings:
1. CONTRIBUTION. CITY shall make a one -time contribution to RECIPIENT of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) to be used as a match requirement for the Project. Said funds shall be paid upon receipt of invoice from RECIPIENT and this fully executed Agreement.
Docusign Envelope ID: 2825C856-86C2-409D-AF20-E6ED139B33D8
INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 2 of 4 Updated – October 29, 2024
2. 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.
3. 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 writing and signed by all the parties. If any modification of this Agreement results in tot al compensation that exceed Two Hundred Fifty Thousand Dollars ($250,000), such modification must be approved by the City Council.
4. TERMINATION. Either party may terminate t his Agreement after giving the other party written notice, as provided herein, ten (10) days before the termination is effective.
5. 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 actions, 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) 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.
6. 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.
7. COMPLIANCE WITH ALL LAWS . RECIPIENT shall, at RECIPIENT’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 or 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 City of Bakersfield business tax certificate (Bakersfield Municipal Code Chapter 5.02) where required.
8. 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.
Docusign Envelope ID: 2825C856-86C2-409D-AF20-E6ED139B33D8
INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 3 of 4 Updated – October 29, 2024
9. COUNTERPARTS. This Agreement may be executed simultaneously or in one (1) or more counterparts, each of which shall be deemed an original but all of which together constitute one (1) and the same instrument.
10. EQUIPMENT. RECIPIENT will supply all equipment, tools, materials and supplies necessary to perform the services under this Agreement.
11. 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.
12. FURTHER ASSURANCES . Each party will 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.
13. GOVERNING LAW. The laws of the State of California will govern the validity of this Agreement, its interpretation and its performance. Any litigation arising in any way from this Agreement shall be brought in Kern County, California.
14. INDEMNITY. RECIPIENT 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 tribunals of any kind whatsoever, arising out of, connected with, or caus ed by RECIPIENT or RECIPIENT’s employees, agents, independent contractors, 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.
15. NEGATION OF PARTNERSHIP. CITY shall not become or be deemed a partner or joint venturer with RECIPIENT or associate in any such relationship with RECIPIENT by reason of the provisions of this Agreement. RECIPIENT shall not for any purpose be considered an agent, officer, or employee of CITY.
16. 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 a s follows, or at any other address designated by notice:
Docusign Envelope ID: 2825C856-86C2-409D-AF20-E6ED139B33D8
INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 4 of 4 Updated – October 29, 2024
CITY: CITY OF BAKERSFIELD
CITY HALL
1600 Truxtun Avenue
Bakersfield, California 93301
RECIPIENT: BAKERSFIELD AMERICAN
INDIAN HEALTH PROJECT
501 40th Street
Bakersfield, California 93301
17. TAX NUMBERS.
RECIPIENT’s Federal Tax ID Number .
RECIPIENT 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" “RECIPIENT”
CITY OF BAKERSFIELD BAKERSFIELD AMERICAN INDIAN
HEALTH PROJECT (BAIHP)
By:________________________________ By:_________________________________
KAREN GOH ANGEL GALVEZ
Mayor Chief Executive Officer
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
COUNTERSIGNED:
By:_______________________________
RANDY MCKEEGAN
Finance Director
VG/blf
S:\Economic&CommunityDevelop\Agr\24-25\BAIHP_Contribution Agreement.docx Docusign Envelope ID: 2825C856-86C2-409D-AF20-E6ED139B33D8
Certificate Of Completion
Envelope Id: 2825C856-86C2-409D-AF20-E6ED139B33D8
Status: Completed
Subject: Complete with Docusign: BAIHP_Contribution Agreement.pdf Source Envelope:
Document Pages: 4
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
Status: Original
7/2/2025 10:17:45 AM
Holder: City Clerk's Office
[email protected]
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Storage Appliance Status: Connected
Pool: City of Bakersfield
Location: Docusign
Signer Events
Signature
Timestamp
Angel Galvez
[email protected]
Manuel Angel Galvez
BAIHP
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 50.91.134.242
Sent: 7/2/2025 10:22:06 AM
Resent: 7/7/2025 10:46:05 AM
Viewed: 7/7/2025 11:35:22 AM
Signed: 7/7/2025 11:35:32 AM
Electronic Record and Signature Disclosure:
Accepted: 7/7/2025 11:35:22 AM
ID: b94e356f-541f-474c-9d40-9834b4fda711
Jennifer M. Byers
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.46.226.5
Sent: 7/7/2025 11:35:34 AM
Viewed: 7/7/2025 11:36:57 AM
Signed: 7/7/2025 11:37:08 AM
Electronic Record and Signature Disclosure:
Accepted: 5/26/2023 10:13:24 AM
ID: ab9ab9e6-74d8-43a0-b6e5-e1f3271042ea
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7/2/2025 10:22:06 AM
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7/7/2025 11:36:57 AM
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7/7/2025 11:37:08 AM
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7/7/2025 11:37:08 AM
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Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Bakersfield (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.
Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
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If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.
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: Angel Galvez, Jennifer M. Byers
Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.
How to contact City of Bakersfield:
You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:
To contact us by email send messages to: [email protected]
To advise City of Bakersfield of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your account preferences.
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To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.
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..
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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.