FEDERAL ENGINEERING INC. TERMS & CONDITIONS
1. STATEMENT OF WORK:
1.1 FE will complete the initial work as described in its Proposal Federal Engineering-Bakersfield, CA PRO S -T On -call Tech Support dated August 13, 2026, which is attached and made part of this agreement.
1.2 The Client or FE may, from time to time during the Term of this Agreement, issue additional written Task Orders detailing the services to be delivered under this Agreement specify: (a) the statement of work to be performed; (b) security requirements, if any; (c) the ceiling price or other fee amount, including all charges, expenses, and travel authorizations, if any; and (d) any other applicable instructions. To be valid and deemed to be a Task Order to be performed under this Agreement, approved Task Orders will be executed by both parties and , thereupon, shall be incorporated into this Agreement by reference.
1.3. Except as expressly set forth in the terms of a Task Order signed by both Client and FE, in the event a conflict exists between the terms of a Task Order and the terms of this Agreement, the terms of this Agreement shall control.
2. CLIENT OBLIGATIONS: Nothing herein shall be construed as an obligation of the Client or FE to issue, or to FE to consent to, any additional Task Orders hereunder and the limit of the Client’s and FE’s duties shall extend only to Task Orders as may be approved by Client and FE in accordance with this Agreement . All Task Orders are subject to review and acceptance by FE; acceptance of which shall be provided by FE returning a copy of the fully signed Task Order to Client.
3. COMPENSATION:
3.1. FE will be compensated in accordance with the terms and conditions as described in its Proposal Federal Engineering -Bakersfield, CA PRO S -T On -call Tech Support dated August 13, 2026.
3.2. For any additional fixed-price Task Orders, FE will submit invoices to Client in accordance with the agreed-upon milestone schedule showing the tasks that have been completed.
3.3. For any additional time and materials Task Orders, FE will submit invoices to Client monthly in accordance with FE’s then-current Rates and Terms indicated , a copy of which is set forth and incorporated into the Proposal attached to this Agreement as Schedule A.
3.4. Unless stated otherwise in any Task Order, payment of all invoices shall be due within thirty (30) days of the invoice date . Late balances are subject to a finance charge of 1.5 percent per month or fraction thereof . Any and all taxes, except Federal income taxes, imposed or assessed by reason of this Agreement or its performance, including but not limited to sales or use taxes, will be in addition to the invoiced amounts and shall be paid by the Client.
4. INDEPENDENT CONTRACTOR: FE shall be deemed at all times to be an independent contractor of the Client and shall not be deemed to be an employee, joint venturer, or other nature of partner of the Client. Neither FE nor its personnel shall at any time, or for any purpose, be considered employees or agents of the Client. The Client is hereby contracting with FE for the services described in the approved Task Order(s). FE is not required to perform the services during a fixed hourly or daily time , and if the services are performed at the Client's premises, then FE's time spent at the premises is to be at the discretion of FE, subject to the Client's normal business hours and security requirements. FE hereby confirms to the Client that the Client will not be required to furnish or provide any training to FE to enable FE to perform the services required hereunder. The services shall be performed by FE, and the Client shall not be required to hire, supervise or pay any assistants to help FE perform the services under this Agreement. The management of the work, including but not limited to the order or sequence in which it is performed, shall be under the control of FE, subject to compliance with any approved Task Order(s). Except to the extent that FE’s work must be performed on or with the Client’s computer or the Client’s software, all materials used in providing the services shall be provided by FE. FE shall have and maintain insurance coverages in the normal course of FE’s business and, in addition thereto , FE shall procure any specialized insurance that is specifically called for in writing and expressly set forth in an approved Task Order to this Agreement. The Client understands and agrees that as an independent contractor, FE does not have any authority to sign contracts, notes, or obligations to make purchases, or to acquire or dispose of any property for or on behalf of the Client.
5. WARRANTY: FE hereby warrants to the Client that FE is not under any obligation, contract, or agreement, nor has FE previously executed, any agreement with any third party that would, in any manner, prevent FE from giving, and the Client from receiving, the full benefit of FE’s services as contemplated by this Agreement. FE makes no other warranties, whether written, oral, or implied, including without limitation warranty of fitness for purpose or merchantability. In no event shall FE be liable for special or consequential damages, either in contract or tort, whether or not the possibility of such damages has been disclosed to FE in advance or could have been reasonably foreseen by FE, and in the event this limitation of damages is held unenforceable, then the parties agree that by reason of the difficulty in foreseeing possible damages, all liability to Client shall be limited to One Hundred dollars ($100.00) as liquidated damages and not as a penalty.
6. PROPRIETARY INFORMATION:
6.1. Both parties hereby agree that at all times both during the term of this Agreement and for a period of three (3) years after the End Date, that each party will hold inviolate and keep secret all knowledge, information, data, trade secrets, inventions, and customer lists that have been clearly marked "PROPRIETARY" or ‘CONFIDENTIAL” by the other party. Each party under the terms of this Agreement, will not disclose such information to any competitor, or other individual, corporation, or firm except when authorized to do so by the other party, in writing. Nothing herein shall be construed as to preclude either party from engaging in any occupation or endeavor that will not directly or indirectly involve the proprietary information of the other party.
6.2. Each party’s obligations with respect to handling and using proprietary information of the other party as set forth in Section 6.1, above, are not applicable to: (a) Information that at the time of disclosure is or was either known to the party or disclosed in then-existing literature or patents or is or was in any other way in the public domain; (b) Information that after disclosure becomes known to the party by independent discovery or by casual observation or analysis of information provided by a third party; ( c) Information that after disclosure becomes known to the party from a source other than the other party without breach of any obligation by the disclosing party; ( d) Information that is or has been furnished by the disclosing party to the Government with "unlimited" rights, and (e) Information available in the public domain.
7. RELEASE OF INFORMATION:
7.1 FE shall not make any public release of information in any medium concerning this Agreement without the prior review and approval of the Client.
7.2. Requests for review of any information and/or materials proposed for public release, in any medium whatsoever, shall be submitted in writing to an authorized representative of the Client for approval, which review and approval shall not be unreasonably withheld or delayed.
8. TERMINATION FOR CONVENIENCE: This Agreement may be terminated by either party after giving the other party written notice thirty (30) days in advance . Should the Client terminate this Agreement while work is in progress, FE shall, upon receipt of the notice of termination , stop all work as quickly as practical. The Client shall be responsible for all service fees, labor costs and expenses incurred by FE through the date that FE reasonably is able to terminate such work, as well as any demobilization costs.
9. ASSIGNMENT: Neither party shall assign or transfer this Agreement without the written consent of the other party.
10. GOVERNING LAW: This Agreement shall be interpreted , governed by, and construed in accordance with, and the rights of the parties shall be determined under, the laws of the Commonwealth of California without regard to California’s conflict of laws provisions. The Client agrees that the venue for any and all disputes arising under and/or with respect to this Agreement shall be in the courts of Bakersfield, California , or the Superior Court of California, County of Kern ; and the Client hereby consents to the jurisdiction of said courts and waives any defense of forum non-conveniens with respect to said courts.
11. COMPLIANCE WITH APPLICABLE LAWS: Both parties agree to comply with all applicable laws, statutes, and orders of the United States Government and any or political subdivisions thereof now in effect or hereafter enacted, and the same shall be deemed to be incorporated by reference. FE shall be held harmless by the Client for violation of any governmental procurement regulation to which it may be subject but to which specific written reference is not made in this Agreement.
12. SET OFF: The Client acknowledges and further agrees that FE shall have the right to set off, against any amounts which may become due and payable to the Client, any amount which the Client may owe to FE, whether arising under this Agreement or otherwise.
13. MUTUAL HOLD HARMLESS: PROVIDER and CITY do hereby, and for each of their respective officers, officials, agents, employees, volunteers, successors and assigns agree to hold each other harmless from any and all claims, demands, liabilities, losses or causes of action which arise by virtue of its own acts or omissions (either directly or through or by its agents, officers or employees) to such extent and in such part as the respective parties are found by reason of law to have proximately caused the injury or damage.
14. NON-SOLICITATION: The Client hereby agrees that for the term of this Agreement, and for a period of one (1) year thereafter, the Client shall not directly or indirectly, orally, in writing, or by other method of communication, solicit any employee, agent, or consultant of FE, nor encourage any employee, agent, or consultant of FE, to terminate such employee’s, agent’s, or consultant’s work, business, or other professional relationship with FE.
15. COOPERATIVE PROCUREMENT: This Agreement may be extended to other public agencies and political subdivisions including , but not limited to , Federal, state, county, and local entities, to permit those public entities to purchase in accordance with the pricing, terms, and conditions set forth in this Agreement. Notwithstanding the foregoing in this Section 15, each purchasing public entity will deal directly with FE with regard to the statement of work, order placement, delivery, invoicing, and payment applicable to such public entity . The Client does not accept any responsibility or involvement in the purchase orders or contracts issued by other public entities.
16. WAIVER: The failure of FE to insist on strict performance of any of the terms and conditions hereof shall not constitute a waiver of any other provision of this Agreement.
17. FORCE MAJEURE : FE shall not be responsible for FE’s failure to fulfill its obligations under this Agreement due to causes that are beyond FE’s reasonable control, including, without limitation, acts or omissions of government or military authority, acts of God, materials shortages, transportation delays, fires, floods, labor disturbances, pandemics, riots, wars, terrorist acts , travel restrictions, or any other causes, directly or indirectly beyond FE’s reasonable control, so long as FE is using its best efforts to remedy such failure or delays.
18. CONSTRUCTION: Paragraph numbers and headings used in this Agreement are for convenience only and shall not effect the interpretation of this Agreement. If any term or condition of this Agreement is in conflict with local, state, o r federal law and becomes null and void, the remainder of the Agreement shall survive and remain in effect. If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to the law. This Agreement shall be construed as having been negotiated between the parties and not drafted by a particular party.
19. NO THIRD-PARTY BENEFICIARIES: Notwithstanding anything in this Agreement to the contrary, this Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns , if any, and nothing in this Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.