Federal Engineering Agmt- FINAL.pdf — Bakersfield City Council, September 16, 2026

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 FEDERAL ENGINEERING INC a corporation authorized to do business in California (referred to herein as “PROVIDER”).

R E C I T A L S

WHEREAS, CITY utilized CONTRACTOR’s services through Kern County for the City/County Public Safety Radio System, as CONTRACTOR provided assistance to the agencies’ joint committee during the needs assessment, vetting and vendor selection process for the public safety radio system overhaul and implementation; and

WHEREAS, Kern County requested high compensation from City for City’s continued use of CONTRACTOR’s services through the County contract, and thus the CITY has chosen to enter into an agreement directly with CONTRACTOR; and

WHEREAS, CONTRACTOR represents that CONTRACTOR is experienced, well qualified and a specialist in the field of independent consulting, design, and planning for public safety communications and emergency response systems ; and

WHEREAS, CITY desires to subscribe to PROVIDER’s technical support services, subject to and in accordance with the Federal Engineering Scope of Work & Cost Proposal attached hereto as Exhibit A and incorporated herein; Federal Engineering Terms & Conditions attached hereto as Exhibit B and incorporated herein; and

NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and PROVIDER mutually agree as follows:

1. SCOPE OF WORK . In exchange for the Compensation (defined below), PROVIDER shall perform the following: Assign CITY their own project manager to lead implementation efforts, Lead bi -weekly status calls, Distribute project status reports monthly, Preform tasks including but not limited to Implementing Project Management, Factory Testing, Equipment Delivery & Installation Verification, Coverage & System Testing, System Acceptance & Cutover, Decommissioning, and Project Closeout (“Scope of Work”). The Scope of Work shall be subject to the terms and conditions Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9

set forth in Exhibit A and Exhibit B, attached hereto. The Scope of Work shall include all items and procedures necessary to properly complete the task PROVIDER has been hired to perform, whether specifically included in the Scope of Work or not.

2. COMPENSATION/PAYMENT PROCEDURE . Subject to the conditions of this section, CITY will pay PROVIDER as follows for performing the Scope of Work (“Compensation”):

A total lump sum payment of $ 263,880.00 in accordance with the cost and fees set forth in Exhibit A, paid in fifteen (15) monthly installments.

CITY will pay PROVIDER within thirty (30) days after PROVIDER submits an itemized invoice for the portions of the Scope of Work completed and that invoice is approved by CITY. The Compensation will be the total amount paid to PROVIDER for performing the Scope of Work and includes, but is not limited to, all out -of-pocket costs and taxes. CITY will pay no other compensation to PROVIDER. In no case will CITY compensate PROVIDER more than $ 400,000.00 for performing the Scope of Work.

3. TERM. Unless terminated sooner, as set forth herein, this Agreement shall terminate on December 31, 2027.

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. ACCOUNTING RECORDS . PROVIDER 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 PROVIDER's office during the term of this Agreement, and for a period of three (3) years from the date of the final payment hereunder, and made available to CITY representatives upon request at any time during regular business hours.

6. 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 reco very provided for by the common or statutory law) Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9

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.

7. 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.

8. COMPLIANCE WITH ALL LAWS . PROVIDER shall, at PROVIDER’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.

9. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of entities represent s and warrant s 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.

10. 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.

11. DIRECTION. PROVIDER retains the right to control or direct the manner in which the services described herein are performed.

12. EQUIPMENT. PROVIDER will supply all equipment, tools, materials and supplies necessary to perform the services under this Agreement.

13. EXECUTION. This Agreement is effective upon the date first written above and 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.

14. 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 referen ce is made in this Agreement are deemed incorporated in this Agreement, whether or not actually Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9

attached.

15. 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.

16. GOVERNING LAW. The laws of the State of California will govern the validity of this Agreement and its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in Kern County, California.

17. 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.

18. INDEMNITY. PROVIDER 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 PROVIDER or PROVIDER’s employees, agents, independent contractors, companies, or subcontractors in the negligent performance of, or in any way arising from, the noncompliance of 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. INDEPENDENT CONTRACTOR . This Agreement calls for PROVIDER’s performance of the Scope of Work as an independent contractor.

PROVIDER is not an agent or employee of CITY for any purpose and is not entitled to any of the benefits provided by CITY to its employees. This Agreement shall not be construed as forming a partnership or any other association with PROVIDER other than that of an independent contractor.

20. INSURANCE.

20.1 Types and Limits of Insurance . In addition to any other insurance or security required under this Agreement, PROVIDER must procure and maintain, for the duration of this Agreement , the types and limits of insurance below ("Basic Insurance Requirements").

20.1.1 Automobile liability insurance , providing coverage for owned, non -owned, and hired autos on an occurrence
Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9

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.

20.1.2 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:

20.1.2.1 Provide contractual liability coverage for the terms of this Agreement;

20.1.2.2 Provide products and completed operations
coverage;

20.1.2.3 Provide premises, operations, and mobile
equipment coverage; and

20.1.2.4 Contain an additional insured endorsement in
favor of CITY and its mayor, council, officers,
agents, employees, and designated volunteers.

20.1.3 Workers' compensation insurance with limits of not less than $1,000,000 per occurrence . I n 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,
PROVIDER must submit to CITY the following certification before beginning any work on the Improvements:

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
the work of this contract.

By executing this Agreement, PROVIDER is submitting the certification required above.

The policy must contain a waiver of subrogation in favor of Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9

CITY and its mayor, council, officers, agents, employees, and designated volunteers.

20.2 General Provisions Applying to All Insurance Types.

20.2.1 All policies required of PROVIDER must be written on a first - dollar coverage basis, or contain a deductible provision.

Subject to CITY’s advance approval, PROVIDER 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 which is intended to defeat the intent or protection of an
additional insured.

20.2.2 All policies required of PROVIDER 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 PROVIDER’s insurance and must not
contribute with it.

20.2.3 The insurance required above, e xcept 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 approv ed by CITY in writing.

20.2.4 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.

20.2.5 Full compensation for all premiums which PROVIDER is required to pay to satisfy the Basic Insurance Requirements shall be considered as included in the prices paid for the Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9

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.

20.2.6 It is further understood and agreed by PROVIDER that its liability to CITY will not in any way be limited to or affected by the amount of insurance obtained and carried by
PROVIDER in connection with this Agreement.

20.2.7 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 PROVIDER, and all subcontractors must agree in writing to be bound by the provisions of this section.

21. INTERPRETATION. Whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural.

22. KEY PERSONNEL. At request of CITY, PROVIDER shall name all key personnel to be assigned to the work set forth herein. CITY reserves the right to approve key personnel, which approval shall not be unreasonably withheld. Once the key personnel are approved PROVIDER shall not change such personnel without the approval of CITY.

23. LICENSES. PROVIDER 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 PROVIDER to practice its profession and perform the Scope of Work. If PROVIDER is a corporation, at least one (1) officer or key employee shall hold the required licenses or professional degrees. If PROVIDER is a partnership, at least one (1) partner shall hold the required licensees or professional degrees.

24. 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.

25. 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.

Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9

26. NON-INTEREST. No CITY officer or employee shall hold any interest in this Agreement (California Government Code section 1090).

27. 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 deemed received by the party (or such party’s authorized representative) on the earliest of the date of personal delivery, ten (10) business days after deposit in the U.S. Mail, or upon sending of an email from which an acknowledgement of receipt has been received other than an out of office, unavailable, or undeliverable reply . 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

PROVIDER: FEDERAL ENGINEERING, INC.
1800 ALEXANDER BELL DRIVE, SUITE P-120
RESTON, VA 20191

28. RESOURCE ALLOCATION. All CITY obligations under the terms of this Agreement are subject to the appropriation and allocation of resources by the City Council.

29. 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 per formance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code 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, provide d the contractor is registered to perform public work pursuant to Labor Code Section 1725.5 at the time the contract is awarded. The prime contractor is required to post job site notices in compliance with California Code of Regulations, Title 8, Section 16451. This project is subject to compliance monitoring and enforcement by the California Department of Industrial Relations.

30. STANDARD OF PERFORMANCE . The Scope of Work shall be performed in conformity with all legal requirements and industry standards observed by Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9

a specialist of PROVIDER’s profession in California.

31. STARTING WORK. PROVIDER shall not begin work until authorized to do so in writing by CITY. No work will be authorized before the date first written above.

32. TAX NUMBERS.

PROVIDER’s Federal Tax ID Number 52-1316269
PROVIDER is a corporation? Yes X No

33. THIRD-PARTY CLAIMS. In the case of public works contracts, CITY will timely notify PROVIDER of third-party claims relating to this Agreement. CITY shall be allowed to recover from PROVIDER, and PROVIDER shall pay on demand, all costs of notification.

34. TITLE TO DOCUMENTS . All documents, plans, and drawings, maps, photographs, and other papers, or copies thereof prepared by PROVIDER pursuant to the terms of this Agreement, shall, upon preparation, become CITY property.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

"CITY" “PROVIDER”
CITY OF BAKERSFIELD FEDERAL ENGINEERING INC.

By:________________________________ By:_________________________________ KAREN GOH Print Name:

Mayor Title:

APPROVED AS TO CONTENT:

TECHNOLOGY SERVICES DEPARTMENT

By:_______________________________

GREGORY PRONOVOST
Technology Services Director

APPROVED AS TO FORM: COUNTERSIGNED:

(Deputy) City Attorney:_______________________ Finance Director: _____________________

ASHLEY ZAMBRANO RANDY MCKEEGAN

Insurance:____________
Attachment(s): Exhibit A- Federal Engineering Scope of Work & Cost Proposal Exhibit B- Federal Engineering Terms & Condition
Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9 President & CEO
Ron Bosco

Federal Engineering, Inc.
1800 Alexander Bell Drive, Suite P-120, Reston, VA 20191 | 703-359-8200 | [email protected] | www.fedeng.com August 13, 2026
Submitted via email: [email protected]
Mr. Greg Pronovost, Director
Technology Services Department
City of Bakersfield
1501 Truxtun Ave
Bakersfield, CA 93301-5201
RE: Project Management and Implementation Oversight
Dear Mr. Pronovost:

Federal Engineering, Inc. (FE) is pleased to submit this proposal to the City of Bakersfield for Project Management and Implementation Oversight of the City’s new land mobile radio (LMR) network. FE is best qualified to provide the requested services to meet the City’s public safety radio needs:
• FE brings extensive experience consulting on thousands of similar public safety radio projects from needs assessment and requirements definition through RFP development, system procurement, and successful implementation.
• FE has considerable experience providing consulting services in California. With more than 70 projects in the state, we will bring our in-depth understanding of state, regional, and municipal regulations, policies, and operating environments to the City. • Objective analysis and vendor neutrality are the company's core values. FE is truly an independent, trusted advisor to our clients. FE has never had a contract canceled for lack of performance or had a contract end in failure. Most of our proposals have resulted in repeat business.
• FE has been chosen by more organizations than any other public safety communications consulting firm because we meet users’ needs and minimize project risk.

FE is committed to client success and constantly seeks ways to improve the efficiency of public safety and local government. FE provides leadership, guidance, and innovation, resulting in unparalleled client satisfaction.

By my signature below, I authorize the submission of this proposal and bind FE to its terms and conditions for 60 days from the proposal’s due date. If you have any questions regarding our proposal or need further information, please contact Rajit Jhaver, Associate Vice President by phone at 480-650-7679 or via email at [email protected]. FE looks forward to working with the City of Bakersfield on this important project and is fully committed to commencing services immediately upon contract execution.

Sincerely,
Ro
nald F. Bosco
President and Chief Executive Officer
Federal Engineering, Inc.

EXHIBIT A
Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9 City of Bakersfield, California
Project Management and Implementation Oversight
Copyright Protected | Do Not Duplicate ii

TABLE OF CONTENTS
1 Company Overview .......................................................................................................................................... 1 2 Scope of Work .................................................................................................................................................. 2

2.1 Project Management Approach ................................................................................................................. 2

2.2 Tasks to Be Performed .............................................................................................................................. 2

2.3 Optional Implementation Services ............................................................................................................. 5

2.4 Milestones .................................................................................................................................................. 6

2.5 Staffing/Organization ................................................................................................................................. 6 3 Cost Proposal ................................................................................................................................................... 7

3.1 Firm Fixed Price ......................................................................................................................................... 7

3.2 Invoicing ..................................................................................................................................................... 7

3.3 Hourly Rates .............................................................................................................................................. 7

3.4 Basis of Our Proposal ................................................................................................................................ 7 4 Appendix: Resumes of Key Personnel ........................................................................................................... 9 Proprietary Notice
This proposal, its contents, and appendices are proprietary to Federal Engineering, Inc. and shall not be disclosed to third parties without prior written permission from Federal Engineering, Inc. Should this proprietary notice conflict with any government procurement regulations, policies, or practices, the government procurement regulations shall take precedence.

Copyright ©2026 by Federal Engineering, Inc. All rights reserved. Printed in the United States of America. No part of this publication may be reproduced, stored in a retrieval system, or transmitted, in any form, or by any means, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of the publisher. Fairfax County, Virginia.

EXHIBIT A
Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9 City of Bakersfield, California
Project Management and Implementation Oversight
Copyright Protected | Do Not Duplicate 1
1 Company Overview
Federal Engineering (FE) is the leading independent consulting firm in technology solutions, communication systems, and operational processes for public safety organizations. FE has an unmatched reputation for providing strategic plans, operational and system analysis, requirements definition, conceptual design, procurement support, project management, and implementation oversight for a wide variety of public safety communication, software, and technology projects.

FE is recognized for applying innovative and cost-effective technology to keep critical processes and infrastructures reliable and sustainable.

Partnering with FE provides our clients with a full lifecycle of consulting services. As a trusted advisor, FE promotes a collaborative approach and strives to maintain lifelong partnerships with every client. • Extensive pu blic safety consulting experience: FE has been selected by more than 500 clients across the United States and Canada, many for multiple projects. Our clients range in population from 5,000 to over 40 million. We have served public safety organizations in every state and completed over 3,500 consulting projects across North America.
• Unparalleled subject matter expertise: FE offers a team of 50 highly qualified, senior-level consultants and subject-matter experts located across the United States. With a combined total of 1,200 years of hands-on experience, our staff has extensive experience in law enforcement, fire services, emergency communications, and municipal government. • Independence com mitment: FE is committed to total independence, free from the influence of hardware vendors, software suppliers, system integrators, or managed service providers. Objective independence and vendor neutrality are core values of the company.

FE is truly an independent, trusted advisor to our clients. • Best pra ctices and industry standards: FE consultants are actively involved in industry working groups and national standards organizations, and apply the knowledge gained to deliver best practices in every project.
• Delivering best-value solutions: Solid economic recommendations are critical to moving a public safety radio communications project forward. We have developed the tools, skillsets, and methodologies necessary to deliver actionable, affordable solutions that most effectively meet the needs of public safety agencies at the lowest risk. • Private ownership: Founded in 1983, FE is a privately owned, independent consulting firm.

Private ownership provides distinct advantages—outside investors or venture capital firms do not influence corporate decisions. FE founders continue to lead the firm. Our consistency in ownership, leadership, and vision results in continued project success and unparalleled client satisfaction.

2.1 Project Management Approach
Effective project management is the key to the success of any project. With more than 43 years of project management experience, FE understands that each project is unique, and we customize the approach, solutions, and deliverables to meet each client’s specific needs and project objectives. The City will be assigned its own project manager to lead the implementation effort, independent of the County’s implementation team.

The project manager assigned to the City will lead bi-weekly status calls and document notes from all project meetings, with follow-up discussions as required. He will distribute agendas and goals for each meeting to keep stakeholders informed . Each month, the project manager will distribute a project status report.

FE follows the Project Management Institute's (PMI) best practices and uses PMI’s Project Management Body of Knowledge (PMBOK) methodology to manage project tasks and deliverables.

Several FE project managers are PMI-certified Project Management Professionals (PMP). Our proven project management approach focuses on collaboration, open communications, consensus building, risk mitigation, and a high level of visibility into the ongoing status of the project.

FE will track and manage scope, schedule, and budget to assess whether the vendor, Motorola Solutions, is compliant with the contractual system requirements. FE’s oversight will help support a smooth, orderly transition from the legacy radio system to the new radio system while minimizing downtime. FE will allocate and assign staff as necessary from its pool of resources to support the specific implementation oversight tasks and meet the project schedule.

P
roject Management Deliverable(s):
• Bi-weekly project status meeting (via conference call) • Meeting agenda and notes
• Monthly project status reports

2.2 Tasks to Be Performed
Task 1: Implementation Project Management
Implementation support services take a project from the initiation, planning, and design review phases through installation, testing, and final cutover. FE will review Motorola’s project planning materials and advise the City on our recommendations. This project management methodology will provide the City with the visibility necessary to minimize surprises and create a proactive project management environment.

Our implementation support tasks will align with Motorola’s schedule to provide oversight and management of specific activities. FE will monitor key implementation milestones.

FE will coordinate with the City to determine which of these tasks will be necessary based upon Motorola’s implementation tasks and schedule and the City’s requirements. The following activities are typical of this type of project:

EXHIBIT A
Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9 City of Bakersfield, California
Project Management and Implementation Oversight
Copyright Protected | Do Not Duplicate 3

1. Participate in project status meetings specific to the City’s implementation.

2. Participate in other onsite or remote project meetings as the implementation dictates.

3. Assist in the development of project execution processes as they relate to milestone processing, effective communications across teams, roles and responsibilities, and documentation formats.

4. Review frequency plans and license applications as required.

5. Review system fleet mapping.

6. Maintain an independent punch list of items during implementation activities including issue, responsible party, target date for completion, actual date of completion, and resolution.

7. Assist the City in resolving implementation issues, oversee the punch list development and resolution process for implementation, identify any vendor performance issues, and make appropriate recommendations to the City.

8. Deliver a monthly project status report that reflects the current month’s activities, risks, and achievements, and present a plan for the following month’s activities.

9. Coordinate with the City’s project management personnel.

Task 2: Factory Testing, Equipment Delivery, and Installation Verification

1. Attend factory staging at Motorola’s facility acting as the City’s technical advisor.

2. Conduct an independent inventory of equipment upon delivery to each City site and c
ompare the inventory with the City’s purchase order.

3. Oversee Motorola’s project implementation tasks to assess timely completion and adherence to schedule.

4. Inspect each site to assess whether the equipment installations are in accordance with the specifications, meet good workmanship practices, and are within equipment standards. For the following inspection-related activities as identified in the vendor’s schedule, FE will typically perform the following:
• Review shelter preparation activities to assess whether they have been completed consistent with industry standards and in time for installations. • Assess whether required facility improvements have been made including internal a
nd external grounding.
• Inspect site installations and grounding.
• Inspect the site equipment installation including antenna, transmission line, radio system infrastructure equipment, and microwave equipment. • Witness the final site tests.

EXHIBIT A
Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9 City of Bakersfield, California
Project Management and Implementation Oversight
Copyright Protected | Do Not Duplicate 4
• Review each site’s punch list and determine if it includes deficiencies noted during the site preparation and test verification. Determine if corrective actions have been taken before any punch list items are removed.

Task 3: Coverage and System Testing
FE will participate in the following testing activities as identified in the schedule:

1. FE and the City will mutually define the coverage testing area.

2. FE will accompany Motorola’s testers and witness coverage tests as the City’s representative.

3. FE will review coverage test results and compare them to the requirements of the contract.

4. FE will attend the final system testing and observe test results.

5. FE will provide a memo to the City that identifies coverage and system testing results and any recommendations for Motorola to correct deficiencies in the test documentation.

6. FE will review our independent punch list and Motorola’s punch list and determine if retesting results confirm that the deficiencies have been corrected.

Task 4: System Acceptance and Cutover

1. Prior to system acceptance, FE will review the final cutover plan and identify deficiencies or areas for improvement. FE will assist the City in negotiating final changes to the cutover plan.

2. Final system acceptance will begin after the system tests have been successfully completed and the fully functional system has been delivered. FE will witness acceptance testing activities, assess the test results, and make any necessary recommendations for Motorola to correct deficiencies identified during the testing.

3. Upon completion of system acceptance testing and correction of deficiencies, including punch list and documented items, FE will make a recommendation to the City regarding acceptance of the system and cutover.

4. FE will witness the system cutover to determine if the cutover procedures ar e
ex
ecuted properly and success criteria have been met.

Task 5: Documentation

1. FE will determine if corrections have been made to the final manuals after final system acceptance testing and discrepancies are corrected.

2. FE will review and assess the accuracy of as-built drawings.

EXHIBIT A
Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9 City of Bakersfield, California
Project Management and Implementation Oversight
Copyright Protected | Do Not Duplicate 5

3. FE will review training plans and curricula and make recommendations for modifications as necessary.

Task 6: Decommissioning
FE’s project manager will:

1. Review Motorola’s decommissioning plan and provide feedback.

2. Review the transport, delivery, and inventory records for the decommissioned equ
ipment.

3. Assist the City with the coordination for the removal and disposal of unwanted equipment. The actual disposal of unwanted equipment is not within the scope of this task.

Task 7: Project Closeout
The project closeout consists of a formal review with the project team and Motorola’s project team. FE will attend the review to:

1. Assess acceptance of final project deliverables.

2. Review all punch list items that have been completed and approved.

3. Assess handover process to Motorola’s support team.

2.3 Optional Implementation Services
FE can provide optional services, in addition to the services outlined above, if required by the City, according to the hourly rate schedule.

Optional assignments may consist of any of the following:
• FE may provide technical assistance to the Public Safety Technology Manager or other stakeholders.
• FE may offer informal advice or conduct technical research. • FE may assist in administrative issues such as FCC license modifications or renewals. • FE may interface with City management and radio system users. • FE may perform analyses of radio operations and system/technology utilization and develop improvement recommendations.
• FE may conduct special presentations on select subjects. • FE may provide support in areas such as consulting, operations, engineering, or administration for public safety technology including, but not limited to, LMR, wireless

EXHIBIT A
Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9 City of Bakersfield, California
Project Management and Implementation Oversight
Copyright Protected | Do Not Duplicate 6
broadband, alerts and warning systems, Next Generation 9-1-1, Computer-Aided Dispatch, Records Management System, and 9-1-1 Center services. • FE may perform other tasks as directed by the City’s project manager. • FE may conduct project review meetings or technical seminars. • FE may conduct oral presentations on requested subjects. • FE may generate project plans using Microsoft Project and other software. • FE may generate brief memoranda, reports, or white papers on findings. • FE may participate at meetings to support findings or to discuss assignments.

2.4 M ilestones
FE’s scope of work is based upon a project duration of 15 months from the City’s notice to proceed and milestones will follow the schedule already developed by Motorola.

2.5 Staffing/Organization
FE has made the following staffing assumptions in preparing this proposal; resumes for key personnel are included in the Appendix:
• FE proposes two primary resources to support this project. These individuals are Senior Consultants who will fulfill the roles of Project Manager and Technical Lead. In addition, a Director will oversee this project.
• The FE Director will provide overall project oversight and guidance, participate in conference calls, and attend major milestone meetings.
• The FE Project Manager, Mr. David Mortimer, PMP, will be the City’s project manager and will provide no support to the County’s team. He will provide necessary support to the project, participating in project meetings, project reviews, milestone meetings, and o
nsite events as required.
• The FE Technical Lead will perform the role as a technical advisor to oversee the vendor’s technical integration of the system and provide responses to the vendor’s submittals and change orders. The Technical Lead will perform duties remotely, and travel for key technical milestones.

3.1 Firm Fixed Price
The total firm fixed price, including labor, travel, and other direct costs, for the City of Bakersfield, California Project Management and Implementation Oversight project is $263,880.

FE’s proposed price for this project is indicative of the efficiency of our operations, our proven automated tools, our vast experience completing similar projects, and our view of the strategic nature of the City of Bakersfield’s project. Further, it is not our culture to “up-scope” during contract negotiations or during the project, unless the City of Bakersfield adds scope of work beyond that outlined in your RFP.

3.2 Invoicing
FE will submit 15 equal invoices of $17,592 on the first of each month for 15 consecutive months.

3.3 Hourly Rates
If required by City of Bakersfield, FE can provide additional services in accordance with the rate schedule below.

SCHEDULE A

LONG-TERM CONSULTING RATES
Effective January 1, 2026, through December 31, 2027
Director/Chief Consultant $ 300.00 per hour
Senior Consultant $ 250.00 per hour
Consultant $ 215.00 per hour
Senior Analyst $ 180.00 per hour
Analyst $ 135.00 per hour
Administrative Services $ 105.00 per hour

3.4 Basis of Our Proposal

1. This proposal assumes Federal Engineering, Inc. will perform all of the tasks as called out in t
he technical proposal (excluding optional tasks). The deletion of a task, a significant change in scope of one or more tasks, or use of a phased implementation approach may affect the o
verall price.

2. FE will provide draft and final deliverables electronically to the City of Bakersfield, California.

3. This proposal assumes that City’s project manager will schedule meetings, provide meeting facilities, notify attendees, and arrange for onsite visits.

4. Any optional or additional tasking will be authorized by mutual agreement of the City and FE.

Such tasks will be performed on a time and materials basis in accordance with the rates in Schedule A or on a fixed price basis as mutually agreed upon in a task order by the City a
nd FE.

EXHIBIT A
Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9 City of Bakersfield, California
Project Management and Implementation Oversight
Copyright Protected | Do Not Duplicate 8

5. FE’s ability to fulfill this task depends, in part, on the willingness and ability of the City, C
ity participants, equipment vendors, service providers, third parties, and others to provide inf
ormation in a timely manner, and upon the accuracy of the information as supplied. The accuracy of input data, whether provided in electronic or hard copy form, and the recommendations, actions, system designs, and security measures resulting therefrom cannot, therefore, be warranted by FE, nor can FE warrant the performance, suitability, reliability, or cybersecurity of said systems. FE accepts no responsibility or liability to any third party in respect to any information or related work product delivered by FE; and the City shall indemnify FE for any legal expenses, claim, suit, or judgement by a third party.

This information is subjective in certain respects, and, thus, susceptible to multiple interpretations and may need periodic revisions based on actual experience and subsequent developments.

6. FE is prepared to begin this project immediately upon execution of the contract. This proposal is based upon a start date on or before October 1, 2026, and assumes a 15-month schedule. Delays to the project schedule due to actions or lack of actions on the part of the City, City participants, third parties, and others including, but not limited to vendor protests, protracted contract negotiations, vendor delays that impact the program schedul e
w
ill increase the costs to the City will be brought to the attention of the City’s project manager in a timely manner. The schedule impact and cost increases will be reduced to writing via a mutually agreed upon contract amendment.

7. In the event of a project delay by the City, FE reserves the right to invoice for efforts expended towards the completion of a task or deliverable and the City agrees to pay said invo
ice.

8. This proposal assumes a mutually agreeable invoicing schedule for work completed.

9. Federal Engineering reserves the right to assign/reassign work efforts and associated costs across tasks and between our professional staff members in order to meet our contractual obligations to the City.

EXHIBIT A
Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9 City of Bakersfield, California
Project Management and Implementation Oversight
Copyright Protected | Do Not Duplicate 9
4 Appendix: Resumes of Key Personnel
David Mortimer, MBA, PMP , ENP
Project Manager
David Mortimer has 20 years of project management experience and is adept at managing projects from goal setting to planning and completion. He is an expert in processes and best practices of project management and is skilled at proactively managing change s in project scope, identifying potential problems, and devising contingency plans. David is proficient at managing multiple risks and applies excellent communication skills to develop client and partner relationships.

On multiple projects, David has directed all phases of customer engagements, from initiation through completion, including day -to-day operational aspects . He managed budget, schedule, quality, and technical performance of assigned projects, defining project scope, objectives, and deliverables that supported project goals. In addition, he introduced new technology, managed project teams, and communicated project expectations to team members and partners. He also reviewed design drawings and acted as liaison between design engineers and clients.

Areas of Expertise Project Experience
• Project management
• Complex systems management
and implementation
• Engineering
• Process improvement
• Procurement and contract
negotiations
• Risk management
• Strategic planning
State/Regional Experience
• Wisconsin statewide radio implementation
• Nevada statewide radio system implementation
• Puget Sound Emergency Radio Network (PSERN), WA
PSERN network review
• Lower Colorado River Authority, TX 700 MHz licensing
services for Goliad Central, New Braunfels simulcast,
Kerlicks Conrads, and Piney Creek
• Florida SLERS-2 project management FYI 22-26
City/County Experience
• Marin County, CA Emergency Radio Authority (MERA)
implementati
on
• San Mateo County, CA Microwave, LMR project
Management, SME consulting and public safety
infrastructure upgrade
• Tillamook County, OR procurement
• Harrison County, MS LMR consulting
• Mesa, AZ coverage study
• Yuma, AZ spectrum interference study
• Twin Falls, ID coverage study
• Washoe County, NV implementation
• Josephine County, OR coverage/configuration
as
sessment
• Kenosha County, WI public safety radio simulcast
communication tower expansion
• Monroe County, NY emergency management/public
safety planning and technical professional services
Education and Training
• Master of Business Administration,
Syracuse University
• Bachelor of Science, Electrical
Engineering, Brigham Young
U
niversity
• Project Management Professional
(PMP)
• Advanced Master’s Certificate in
Project Management
Professional Organizations
• Project Management Institute
• APCO
• NENA
• IEEE

EXHIBIT A
Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9 City of Bakersfield, California
Project Management and Implementation Oversight
Copyright Protected | Do Not Duplicate 10
Rajit Jhaver
Associate Vice President / Director
Mr. Jhaver is responsible for providing consulting services for public safety mission critical voice communications to state and local government customers. His 25 years of experience include designing and implementing communications systems for a major radio vendor as well as independent consultant. His roles include assessing current communications infrastructure and local needs, developing system requirements, and providing design alternatives including cost-benefit analyses for each. Mr. Jhaver has in-depth experience in APCO P25 interoperability standards , and design,
as well as all phases of land mobile radio systems
engineering. He is able to analyze cost/benefits, complete economic analysis for systems , and provide strategic planning for radio administrators.

Areas of Expertise Project Experience
• Network design and Implementation
• Site assessment
• Public safety voice and data
c
ommunications
• Public safety mission critical voice
networks
City/County Experience
• Del Norte County, CA interoperability communications
assessment and plan
• El Dorado Hills, CA Fire Department communications system as
sessment and design
• Z Consulting: Santa Cruz, CA LMR, microwave and
pr
ocurement
• Z Consulting: Lompoc, CA radio on-call technical support • Marin County, CA wireless communications, FCC conventional licensing support and emergency radio authority (MERA)
implementation
• Merced County, CA interoperability communications study, procurement and implementation
• Mono County, CA PSAP consolidation and radio consulting • Monterey County, CA microwave backhaul upgrade
as
sessment and design
• San Diego County, CA mutual aid zones and public safety radio communications consulting
• City and County of San Francisco, CA P25 radio replacement • San Mateo County, CA microwave and LMR project
management, SME consulting and infrastructure upgrade
• Santa Barbara County, CA public safety radio replacement and implementation
• Simi Valley, CA LMR RFP development, procurement, and c
ontract negotiations
• Tuolumne Band of Me-Wuk Indians, CA feasibility study for interoperability communications plan
• Ventura, CA LMR procurement
Education and Training
• M.B.A., Strategy, Finance and
Economics with Honors, University
of Chicago
• B.S., Computer Engineering,
University of Toronto, Ontario
Professional Organizations
• PTIG Board of Directors 2023-
2025

EXHIBIT A
Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9 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.

Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9

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 Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9 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.

Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9

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.

Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9

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.

Docusign Envelope ID: C59BE288-6FE0-8D9D-80A8-BE2EDFA3C2A9

Bakersfield City CouncilSeptember 16, 2026

Bakersfield City Council
September 16, 2026