ITEM 4. 7
CITY MANAGER' SREPORT
MAY 11, 2026, CITY COUNCIL REGULAR MEETING
ITEM:
RECOMMENDATION:
RATIFY PROFESSIONAL SERVICES
AGREEMENT WITH TELEPATH CORPORATION
RELATED TO CIP GG 24- 35 RADIO
INFRASTRUCTURE UPGRADES FOR PUBLIC
SAFETY COMMUNICATIONS
Adopt a Resolution to Ratify the Professional
Services Agreement with Telepath Corporation
Related to CIP GG 24- 35 Radio Infrastructure
Upgrades for Public Safety Communications
SUMMARY:
The creation of Capital Improvement Project ( CIP) GG 24- 35, known as the Radio Infrastructure Upgrades Project in June 2024, initiated a critical information technology effort led by the Information Systems Department ( ISD) to modernize and replace outdated technology and radio systems used by the Police Department, including both handheld and in -vehicle units. While the initial phase was completed over a year ago, the current phase continues this essential work by expanding and enhancing radio coverage to support the City' s ongoing growth. Ensuring reliable, uninterrupted communication in newly developed and expanding areas is vital to maintaining effective public safety operations. This project represents a strategic investment in the City' s technology infrastructure to safeguard Police Department personnel and ensure operational continuity.
The Police Department' scommunication technology and radio systems are Motorola - based and require Motorola - certified equipment and services to ensure system integrity, compatibility, and compliance with existing infrastructure. Due to manufacturer requirements, these systems must be installed, configured, and maintained exclusively by authorized Motorola distributors and are not available through third -party vendors. At staff' request, Telepath Corporation ( Telepath), a certified and locally based Motorola provider in good standing, submitted a proposal to deliver specialized professional information technology services for the upgrade, installation, and integration of the City' s radio infrastructure in the amount of 137,22. Accordingly, the Professional Services Agreement with Telepath was executed pursuant to Lathrop Municipal Code ( LMC) 2. 36. 110( a).
Recognizing the critical nature of these services to public safety and communications reliability, the City Manager executed the Professional Services Agreement with Telepath in April 2026 to expedite implementation and minimize risk to law enforcement operations. Therefore, staff requests that the City Council ratify the Professional Services Agreement with Telepath for the provision of essential information technology services supporting the Motorola radio system installation for the Lathrop Police Department under CIP GG 24- 35, in the amount of $ 137,22.
Sufficient funding is available in the current fiscal budget to support this expenditure.
CITY MANAGER' S REPORT PAGE 2
MAY 11, 2026, CITY COUNCIL REGULAR MEETING
RATIFY AGREEMENT WITH TELEPATH FOR RADIO INFRASTRUCTURE UPGRADES RELATED TO PUBLIC SAFETY COMMUNICATIONS, GG 24- 35 BACKGROUND:
As part of a critical information technology initiative to enhance public safety operations, the City established CIP GG 24- 35 Radio Infrastructure Upgrades Project, to modernize the Police Department' s
Motorola - based radio system, including
replacement of outdated equipment for officers and patrol vehicles. The initial phase, completed over a year ago, provided a foundational upgrade to ensure more reliable and secure public safety communications.
This next phase represents a continuation of essential professional information technology services focused on expanding and strengthening radio infrastructure to support the City' s ongoing growth and public safety operations. Ensuring consistent, reliable communication coverage in newly developed and expanding areas is vital to effective law enforcement response and officer safety. The necessary Motorola equipment for this expansion has already been procured and requires specialized configuration, integration, and deployment.
To expedite implementation of this critical technology and minimize risk to public safety operations, the City Manager approved this phase in advance of City Council authorization. Telepath, the City' sdesignated Motorola - certified provider and nearest authorized vendor, submitted a proposal to deliver the required professional information technology services, including installation, configuration, integration, and ongoing system support, in the amount of $ 137,22. In accordance with Motorola' s requirements, all equipment must be serviced by authorized distributors to ensure system integrity and compatibility with existing infrastructure. Sufficient funding is available within CIP GG 24- 35 project.
The Professional Services Agreement with Telepath is executed pursuant to Lathrop Municipal Code ( LMC) 2. 36. 110( a) as a specialized professional service to provide specialized professional information technology services. Therefore, staff requests that the City Council ratify the Professional Services Agreement with Telepath for specialized professional information technology services to support the critical information technology upgrades related to the Motorola radio system for the Police Department, associated with CIP GG 24- 35, in the amount of $137,22.
FISCAL IMPACT:
The agreement was signed by the City Manager in the amount of $137,22. Sufficient funding is available within CIP GG 24- 35 project.
ATTACHMENT:
A. Resolution of the City Council of the City of Lathrop to Ratify the Professional Services Agreement with Telepath Corporation Related to CIP GG 24- 35 Radio Infrastructure Upgrades for Public Safety Communications B. Professional Services Agreement with Telepath Corporation to Provide Specialized Professional Information Technology Services Related to CIP GG 24- 35 Radio Infrastructure Upgrades for Public Safety Communications CITY MANAGER' S REPORT PAGE 3
MAY 11, 2026, CITY COUNCIL REGULAR MEETING
RATIFY AGREEMENT WITH TELEPATH FOR RADIO INFRASTRUCTURE UPGRADES RELATED TO PUBLIC SAFETY COMMUNICATIONS, GG 24- 35 APPRO
14 - 02 3 aaazS
ny Fernandes Date
Information Systems Director
Cari Ja
Finance ector
4/. 2( e /. 20,A,
Date
v/ v12024
Thomas Hedegard Date
Deputy City Manger
Salvador Navarrete Date
City Attorney
4. 2S -Zla
Stephen J. Salvatore Date
City Manager
RESOLUTION NO. 26 -
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP TO RATIFY
PROFESSIONAL SERVICES AGREEMENT WITH TELEPATH CORPORATION RELATED TO CIP GG 24- 35 RADIO INFRASTRUCTURE UPGRADES FOR
PUBLIC SAFETY COMMUNICATIONS
WHEREAS, the City established CIP GG 24- 35 Radio Infrastructure Upgrades in June 2024 as part of a critical information technology initiative led by the Information Systems Department to modernize and replace outdated Motorola radio equipment used by the Police Department, including officer and patrol vehicle communications systems; and
WHEREAS, the initial phase of this project was completed over a year ago and established a more reliable and secure communications foundation for public safety operations; and
WHEREAS, the current phase continues this essential effort by expanding and enhancing radio infrastructure coverage to support the City' s ongoing growth and ensure reliable communication capabilities in newly developed and expanding areas, which is critical to officer safety and effective emergency response; and WHEREAS, to expedite implementation of these critical information technology improvements and minimize risk to public safety operations, the City Manager approved this phase of the project prior to City Council authorization; and WHEREAS, due to manufacturer requirements, Motorola radio equipment must be installed, configured, and serviced exclusively by authorized Motorola certified providers to ensure system integrity, compatibility, and compliance with the City' s existing infrastructure; and
WHEREAS, Telepath Corporation, the City' s designated Motorola - certified vendor and closest authorized provider in the region, submitted a proposal to provide specialized professional information technology services, including installation, configuration, integration, and ongoing support of the City' sradio infrastructure, in the amount of $ 137,22, pursuant to Lathrop Municipal Code ( LMC) 2. 36. 110( a); NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop does hereby ratify the Professional Services Agreement with Telepath Corporation for the provision of critical information technology services, including the installation and integration of Motorola radio equipment for the Lathrop Police Department related to CIP GG 24- 35 Radio Infrastructure Upgrades, in the amount of $ 137,22.
The foregoing resolution was passed and adopted this 11th day of May, by the following vote of the City Council, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
Paul Akinjo, Mayor
ATTEST:
Teresa Vargas, City Clerk
APPROVED AS TO FORM:
Salvador Navarrete, City Attorney
City of
Office of the City Manager
Pamela Nguyen
Telepath Corporation
1137 Cadillac Court
Milpitas, CA 95035
Dear Pamela Nguyen:
390 Towne Centre Dr. - Lathrop, CA 95330
Phone ( 209) 941- 7220 - fax ( 209) 941- 7248
www. ci. lathrop. ca. us
NOTICE TO PROCEED
Attachment B
Enclosed please find your original executed Professional Services Agreement to provide the Specialized Professional Information Technology Services Related to CIP GG 24- 35 Radio Infrastructure Upgrades for Public Safety Communications. This is your Notice to Proceed to the attached agreement.
Should you have any questions regarding the project, please contact Tony Fernandes at 209) 941- 7349, the staff member directly involved with this project.
Sincerely,
FOR.
Stephen J. Salvatore
City Manager
Copy: Teresa Vargas, City Clerk
Project File
Docusign Envelope ID: F1CC67DA- 46B8- 85EB-238- 0FE1C9B78EC4
CITY OF LATHROP PROFESSIONAL SERVICES AGREEMENT WITH
TELEPATH CORPORATION TO PROVIDE SPECIALIZED
PROFESSIONAL INFORMATION TECHNOLOGY SERVICES RELATED
TO CIP GG 24- 35 RADIO INFRASTRUCTURE UPGRADES FOR PUBLIC
SAFETY COMMUNICATIONS
THIS PROFESSIONAL SERVICES AGREEMENT, dated for the 30 day of April 2026, is by and between Telepath Corporation (" CONSULTANT") and the CITY OF LATHROP, a California municipal corporation (" CITY");
RECITALS:
WHEREAS, CONSULTANT is specially trained, experienced, Motorola certified and competent to perform professional information technology services related to CIP GG 24- 35 Radio Infrastructure Upgrades for public safety communication in support of the Lathrop Police Department, which are required by this agreement; and WHEREAS, CONSULTANT possesses exclusive authorized access to the City' s network systems and radio encryption keys to perform the remote professional services; and
WHEREAS, pursuant to LMC 2. 36. 110( a) CONSULTANT is a certified authorized Motorola distributor and service provider for the northern California Region, locally located in Turlock and Milpitas; and
WHEREAS, CITY selected the CONSULTANT pursuant to said qualifications; and WHEREAS, CONSULTANT is willing to render such professional information technology services related to CIP GG 24- 35 Radio Infrastructure Upgrades for public safety communication in support of the Lathrop Police Department, as hereinafter defined, on the following terms and conditions;
NOW, THEREFORE, CONSULTANT and the CITY agree as follows:
AGREEMENT
1) Scope of Service
CONSULTANT agrees to install Motorola radio systems and technology infrastructure for public safety communication, in accordance with the scope of work, provided by CONSULTANT, attached hereto as Exhibit " A" and incorporated herein by reference. CONSULTANT agrees to provide said equipment and to diligently perform these services in accordance with the upmost standards of its profession and to CITY' Ssatisfaction.
2) Compensation
CITY hereby agrees to pay CONSULTANT sum not to exceed $ 137,22, as set forth in Exhibit "A".
Docusign Envelope ID: F1CC67DA- 46B8- 85EB-238- 0FE1C9B78EC4
CITY OF LATHROP PROFESSIONAL SERVICE AGREEMENT TO INSTALL
TELEPATH FOR RADIO INFRASTRUCTRE UPGRADES RELATED TO PUBLIC SAFETY COMMUNICATIONS, GG 24- 35
CONSULTANT shall be paid within thirty ( 30) days of receipt of billings containing all information pursuant to Paragraph 5 below. In no event shall CONSULTANT be entitled to compensation for work not included in Exhibit " A" or equipment not included in Exhibit " B", unless a written change order or authorization describing the extra work and payment terms has been executed by CITY' s authorized representative prior to the commencement of the work.
3) Effective Date and Term.
The effective date of this Agreement is April , 2026, and shall terminate no later than December 30th, 2026.
4) Independent Contractor Status
It is expressly understood and agreed by both parties that CONSULTANT, while engaged in carrying out and complying with any of the terms and conditions of this Agreement, is an independent contractor and not an employee of the CITY. As an independent contractor, CONSULTANT is responsible for controlling the means and methods to complete the scope of work described in Exhibit " A" to CITY' s satisfaction. CONSULTANT expressly warrants not to represent, at any time or in any manner, that CONSULTANT is an employee of the CITY. 5) Billings
CONSULTANT' Sbills shall include a list of all tasks, a total amount due, the amounts previously billed, and the net amount due on the invoice. Except as specifically authorized by CITY, CONSULTANT shall not bill CITY for duplicate services performed by more than one person. In no event shall CONSULTANT submit any billing for an amount in excess of the rates or the maximum amount of compensation provided in section ( 2) for either task or for the entire Agreement, unless modified by a properly executed change order.
6) Advice and Status Reporting
CONSULTANT shall provide the CITY with timely reports, orally or in writing, of all significant developments arising during performance of its services hereunder, and shall furnish to CITY such information as is necessary to enable CITY to monitor the performance of this Agreement.
7) Assignment of Personnel
CONSULTANT shall assign only competent personnel to perform services pursuant to this Agreement. If CITY asks CONSULTANT to remove a person assigned to the work called for under this Agreement, CONSULTANT agrees to do so immediately, without requiring the CITY to process a reason or explanation for its request.
Docusign Envelope ID: F1CC67DA- 46B8- 85EB-238- 0FE1C9B78EC4
CITY OF LATHROP PROFESSIONAL SERVICE AGREEMENT TO INSTALL
TELEPATH FOR RADIO INFRASTRUCTRE UPGRADES RELATED TO PUBLIC SAFETY COMMUNICATIONS, GG 24- 35
The services shall be performed by, or under the direct supervision, of CONSULTANT' sAuthorized Representative: Nathan Tran, CONSULTANT shall not replace its Authorized Representative without the prior written approval by the CITY.
8) Assignment and Subcontracting
It is recognized by the parties hereto that a substantial inducement to CITY for entering into this Agreement was, and is, the professional reputation and competence of CONSULTANT. Neither this Agreement nor any interest therein may be assigned by CONSULTANT without the prior written approval of CITY' S authorized representative. CONSULTANT shall not subcontract any portion of the performance contemplated and provided for herein, other than the subcontractors noted in the proposal, without prior written approval of the CITY' S authorized representative.
9) Insurance
On or before beginning any of the services or work called for by any term of this Agreement, CONSULTANT, at its own cost and expense, shall carry, maintain for the duration of the Agreement, and provide proof thereof that is acceptable to the CITY the insurance specified in subsections ( a) through ( c) below with insurers and under forms of insurance satisfactory in all respects to the CITY.
CONSULTANT shall not allow any subcontractor to commence work on any subcontract until all insurance required of the CONSULTANT has also been obtained for the subcontractor. Verification of this insurance shall be submitted and made part of this Agreement prior to execution.
a) Workers'
sole cost
Compensation.
and expense, maintain
CONSULTANT
Statutory
shall,
Workers'
at CONSULTANT' S
Compensation
Insurance and Employer' sLiability Insurance for any and all persons employed directly or indirectly by CONSULTANT. Said Statutory Workers' Compensation Insurance and Employer' s Liability Insurance shall be provided with limits of not less than one million dollars. In the alternative, CONSULTANT may rely on a selfinsurance program to meet these requirements provided that the program of self- insurance complies fully with the provisions of the California Labor Code. The insurer, if insurance is provided, or the CONSULTANT, if a program of self- insurance is provided, shall waive all rights of subrogation against the CITY for loss arising from work performed under this Agreement.
Docusign Envelope ID: F1CC67DA- 46B8- 85EB-238- 0FE1C9B78EC4
CITY OF LATHROP PROFESSIONAL SERVICE AGREEMENT TO INSTALL
TELEPATH FOR RADIO INFRASTRUCTRE UPGRADES RELATED TO PUBLIC SAFETY COMMUNICATIONS, GG 24- 35
b) Commercial General and Automobile Liability Insurance.
CONSULTANT, at CONSULTANT' Sown cost and expense, shall maintain commercial general and automobile liability insurance for the period covered by this Agreement in an amount not less than one million dollars per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non -owned automobiles.
Coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 ( ed. 11/ 88) and Insurance Services Office Automobile Liability form CA 0001 ed. 12/ 90) Code 1 ( any auto).
Each of the following shall be included in the insurance coverage or added as an endorsement to the policy:
i) CITY, its officers, employees, agents, and volunteers are to be covered as insured with respect to each of the following:
liability arising out of activities performed by or on behalf of CONSULTANT, including the insider' sgeneral supervision of CONSULTANT; products and completed operations of
CONSULTANT; premises owned, occupied or used by
CONSULTANT. The coverage shall contain no special
limitations on the scope of protection afforded to CITY, its officers, employees, agents, or volunteers.
ii) The insurance shall cover on an occurrence or an accident basis, and not on a claim made basis.
iii) An endorsement must state that coverage is primary insurance and that no other insurance affected by the CITY will be called upon to contribute to a loss under the coverage. iv) Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers.
Docusign Envelope ID: F1CC67DA- 46B8- 85EB-238- 0FE1C9B78EC4
CITY OF LATHROP PROFESSIONAL SERVICE AGREEMENT TO INSTALL
TELEPATH FOR RADIO INFRASTRUCTRE UPGRADES RELATED TO PUBLIC SAFETY COMMUNICATIONS, GG 24- 35
v) Insurance is to be placed with California - admitted insurers with a Best' srating of no less than A: VII.
vi) Notice of cancellation or non -renewal must be received by CITY at least thirty days prior to such change.
c) Deductibles and Self -Insured Retentions. CONSULTANT shall disclose the self -insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, upon express written authorization of the CITY' s authorized representative, CONSULTANT may increase such deductibles or self -insured retentions with respect to CITY, its officers, employees, agents, and volunteers. The CITY' s authorized representative may condition approval of an increase in deductible or self -insured retention levels upon a requirement that CONSULTANT procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. d) Notice of Reduction in Coverage. In the event that any coverage required under subsections ( a), (b), or ( c) of this section of the Agreement is reduced, limited, or materially affected in any other manner, CONSULTANT shall provide written notice to CITY at CONSULTANT' Searliest possible opportunity and in no case later than five days after CONSULTANT is notified of the change in coverage.
e) In addition to any other remedies CITY may have if CONSULTANT fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, CITY may, at its sole option:
i) Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
ii) Order CONSULTANT to stop work under this Agreement or withhold any payment which becomes due to CONSULTANT
hereunder, or both stop work and withhold any payment, until CONSULTANT demonstrates compliance with the
requirements hereof;
Docusign Envelope ID: F1CC67DA- 46B8- 85EB-238- 0FE1C9B78EC4
CITY OF LATHROP PROFESSIONAL SERVICE AGREEMENT TO INSTALL
TELEPATH FOR RADIO INFRASTRUCTRE UPGRADES RELATED TO PUBLIC SAFETY COMMUNICATIONS, GG 24- 35
iii) Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies CITY may have and is not the exclusive remedy for CONSULTANT' Sbreach.
10) Indemnification - CONSULTANT' SResponsibility
As to the CONSULTANT' Swork hereunder, it is understood and agreed that ( a) CONSULTANT has the professional skills necessary to perform the work, (b) CITY relies upon the professional skills of CONSULTANT to perform the work in a skillful and professional manner, and ( c) CONSULTANT thus agrees to so perform.
Acceptance by CITY of the work performed under this Agreement does not operate as a release of said CONSULTANT from such professional responsibility for the work performed. It is further understood and agreed that CONSULTANT is apprised of the scope of the work to be performed under this Agreement and CONSULTANT agrees that said work can and shall be performed in a fully
competent manner in accordance with the standard of care applicable to CONSULTANT' Sprofession.
CONSULTANT shall indemnify, defend, and hold CITY, its officers, employees, agents, and volunteers harmless from and against any and all liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused by the willful misconduct or negligent acts or omissions of CONSULTANT, its employees, subcontractors, or agents, or on account of the performance or character of this work, except for any such claim arising out of the negligence or willful misconduct of the CITY, its officers, employees, agents, or volunteers. It is understood that the duty of CONSULTANT to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance of insurance certificates and endorsements required under this Agreement does not relieve CONSULTANT from liability under this indemnification and hold harmless clause.
This indemnification and hold harmless clause shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages.
11) Licenses
If a license of any kind, which term is intended to include evidence of registration, is required of CONSULTANT, its employees, agents, or subcontractors by federal or state law, CONSULTANT warrants that such license has been obtained, is valid and in good standing, and CONSULTANT shall keep it in effect at all times during the term of this Agreement, and that any applicable bond has been posted in accordance with all applicable laws and regulations.
Docusign Envelope ID: F1CC67DA- 46B8- 85EB-238- 0FE1C9B78EC4
CITY OF LATHROP PROFESSIONAL SERVICE AGREEMENT TO INSTALL
TELEPATH FOR RADIO INFRASTRUCTRE UPGRADES RELATED TO PUBLIC SAFETY COMMUNICATIONS, GG 24- 35
12) Business Licenses
CONSULTANT shall obtain and maintain a CITY of Lathrop Business License until all Agreement services are rendered and accepted by the CITY. 13) Termination
Either CITY or CONSULTANT may cancel this Agreement upon 30 days written notification to the other party. In the event of termination, the CONSULTANT shall be entitled to compensation for services performed to the effective date of termination; provided, however, that the CITY may condition payment of such compensation upon CONSULTANT' S
delivery to the CITY of any or all documents,
photographs, computer software, video and audio tapes, and other materials provided to CONSULTANT or prepared by or for CONSULTANT or the CITY in connection with this Agreement.
14) Funding
CONSULTANT agrees and understands that renewal of this agreement in subsequent years is contingent upon action by the City Council consistent with the appropriations limits of Article XIII ( B) of the California Constitution and that the Council may determine not to fund this agreement in subsequent years. 15) Notices
All contracts, appointments, approvals, authorizations, claims, demands, Change Orders, consents, designations, notices, offers, requests and statements given by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if ( 1) personally served, (2) sent by the United States mail, postage prepaid, (3) sent by private express delivery service, or (4) in the case of a facsimile transmission, if sent to the telephone FAX number set forth below during regular business hours of the receiving party and followed with two 2) Days by delivery of a hard copy of the material sent by facsimile transmission.
Personal service shall include, without limitation, service by delivery and service by facsimile transmission.
To City: City of Lathrop
C/ o City Clerk
390 Towne Centre Dr, Lathrop, CA 95330
Phone: (209) 941- 7230
Fax: (209) 941- 7229
Copy to: City of Lathrop
C/ o Information Systems Director
390 Towne Centre Dr, Lathrop, CA 95330
Phone: (209) 941- 7340
Docusign Envelope ID: F1CC67DA- 4688- 85EB-238- OFE1C9B78EC4
CITY OF LATHROP PROFESSIONAL SERVICE AGREEMENT TO INSTALL
TELEPATH FOR RADIO INFRASTRUCTRE UPGRADES RELATED TO PUBLIC SAFETY COMMUNICATIONS, GG 24- 35
To Consultant:
16) Miscellaneous
Telepath Corporation
1137 Cadillac Court
Milpitas, CA 95035
a) Consent. Whenever in this Agreement the approval or consent of a party is required, such approval or consent shall be in writing and shall be executed by a person having the express authority to grant such approval or consent.
b) Controlling Law. The parties agree that this Agreement shall be governed and construed by and in accordance with the Laws of the State of California.
c) Definitions. The definitions and terms are as defined in these specifications.
d) Force Majeure. Neither party shall be deemed to be in default on account of any delay or failure to perform its obligations under this Agreement, which directly results from an Act of God or an act of a superior governmental authority.
e) Headings. The paragraph headings are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part of this Agreement.
f)
g)
Incorporation of Documents. All documents constituting the Agreement documents described in Section 1 hereof and all documents which may, from time to time, be referred to in any duly executed amendment hereto are by such reference incorporated in the Agreement and shall be deemed to be part of this Agreement.
Integration. This Agreement and any amendments hereto between the parties constitute the entire Agreement between the parties concerning the Project and Work, and there are no other prior oral or written agreements between the parties that are not incorporated in this Agreement.
h) Modification of Agreement. This Agreement shall not be modified or be binding upon the parties unless such modification is agreed to in writing and signed by the parties.
Docusign Envelope ID: F1CC67DA- 46B8- 85EB-238- 0FE1C9B78EC4
CITY OF LATHROP PROFESSIONAL SERVICE AGREEMENT TO INSTALL
TELEPATH FOR RADIO INFRASTRUCTRE UPGRADES RELATED TO PUBLIC SAFETY COMMUNICATIONS, GG 24- 35
i) Provision. Any agreement, covenant, condition, clause, qualification, restriction, reservation, term or other stipulation in the Agreement shall define or otherwise control, establish or limit the performance required or permitted or to be required of or permitted by either party.
All provisions, whether covenants or conditions, shall be deemed to be both covenants and conditions.
j) Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the provisions of this Agreement not so affected shall remain in full force and effect.
k) Status of CONSULTANT. In the exercise of rights and obligations under this Agreement, CONSULTANT acts as an independent contractor and not as an agent or employee of CITY. CONSULTANT shall not be entitled to any rights and benefits accorded or accruing to the City Council members, officers or employees of CITY, and CONSULTANT expressly waives any and all claims to such right and benefits.
I)
m)
Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and shall apply to and bind, the successors and assigns of the parties.
Time. Time is of the essence of this Agreement and each of its provisions. In the calculation of time hereunder, the time in which an act is to be performed shall be computed by excluding the first Day and including the last. If the time in which an act is to be performed falls on a Saturday, Sunday or any Day observed as a
legal holiday
by CITY, the time for performance shall be extended to the following Business Day.
n) Venue. In the event that suit is brought by either party hereunder, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of San Joaquin or in the United States District Court for the Eastern District of California. o) Recovery of Costs. The prevailing party in any action brought to enforce the terms of this Agreement or arising out of this Agreement fees,
may recover
incurred
its
or
reasonable
expended in
costs,
connection
including
with
reasonable
such action
attorney' s
against
the non -prevailing party.
Docusign Envelope ID: F1CC67DA- 46B8- 85EB-238- 0FE1C9B78EC4
CITY OF LATHROP PROFESSIONAL SERVICE AGREEMENT TO INSTALL
TELEPATH FOR RADIO INFRASTRUCTRE UPGRADES RELATED TO PUBLIC SAFETY COMMUNICATIONS, GG 24- 35
17) Notice to Proceed
Prior to commencing work under this agreement, CONSULTANT shall receive a written " Notice to Proceed" from CITY. A Notice to Proceed shall not be issued until all necessary bonds and insurances have been received. CITY shall not be obligated to pay CONSULTANT for any services prior to issuance of the Notice to Proceed.
18) Signatures
The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the CONSULTANT and the CITY. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
Docusign Envelope ID: F1CC67DA- 46B8- 85EB-238- 0FE1C9B78EC4
CITY OF LATHROP PROFESSIONAL SERVICE AGREEMENT TO INSTALL
TELEPATH FOR RADIO INFRASTRUCTRE UPGRADES RELATED TO PUBLIC SAFETY COMMUNICATIONS, GG 24- 35
Approved as to Form: City of Lathrop
tea
Salvador Navarrete Date
City Attorney
Recommended for Approval: City of Lathrop
Approved By:
Resolution:
CONSULTANT:
rDocuSigned
by:
1C_ GOri31G1r17Y
4/ 29/026
Tony Fernandes Date
Information Systems Director
City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Fog
Stephen J. Salvatore
City Manager
Telepath Corporation
1137 Cadillac Court
Milpitas, CA 95035
Fed ID # 94- 2678653
Business License # N LB- 000843- 225
y. 30• zozco
Date
Docu•• S/ IgnedAby:
GG_ C7im7D A71C0._.
Pamela Nguyen, President/ COO
Signed
Rf: F72OdFRAn. LA
Nathan Tran, Account Manager
4/ 29/026
Date
4/ 27/026
Date
Docusign Envelope ID: F1CC67DA- 46B8- 85EB-238- 0FE1C9B78EC4 Exhibit " A"
O
TEE? ATH
MISSION CRITICAL SOLUTIONS
SINCE 1978
To: Tony Fernandes
From: Nathan Tran, Telepath Corporation
Date: 03/4/ 2026
Re: Lathrop P25 System Installation Scope of Work
The enclosed scope of work (SOW) and pricing proposal captures the cost and labor required for assembling a Two -Channel Five -Site P25 Conventional Voted System for the City of Lathrop utilizing previously purchased equipment.
Equipment provided by the customer includes:
Motorola GTR8000 Repeaters ( QTY 2)
Motorola GPW8000 Receivers ( QTY 5)
Motorola GRV8000 Comparators ( QTY 2)
Motorola Duplexer ( QTY 2)
This quote includes the following main phases:
1. System Staging, Configuration, FW/ SW Upgrade, and Lab
2. Customer Acceptance Testing
3. Repeater Site Installations
4. Voted Receiver Site Installation
5. System Optimization
This quote is built on the understanding that other elements required to complete the functional system have been or will be completed by previous service providers or the City of Lathrop.
These include, but are not limited to, network backhaul, antenna and combining equipment installation, and tower work. The following SOW details areas of responsibility for Telepath, as well as the basis of understanding for the current conditions of the installation locations.
Please reach out to the following contact for any questions or further information:
Nathan Tran - Government Sector
Email: nathan.
Mobile:
tran@telepathcorp. com
415. 370. 0820
1 Docusign Envelope ID: F1CC67DA- 46B8- 85EB-238- 0FE1C9B78EC4 Lathrop P25 System Installation Scope of Work
REV 03042026
1. FREQUENCY INFORMATION
CHANNEL 1 ( REPEATER INFO)
Name: LATHROP PD 1
Tx Frequency: 453. 225
Rx Frequency: 458. 225
NAC Code: 703
CHANNEL 2 ( REPEATER INFO)
Name: LATHROP PD 2
Tx Frequency: 453.75
Rx Frequency: 458.75
NAC Code: 701
2. EQUIPMENT AND LOCATIONS
Lathrop City Hall
1) CH1 GTR 8000 Repeater ( CURRENTLY INSTALLED AT CORPYARD) 1) CH1 Duplexer ( CURRENTLY INSTALLED AT CORPYARD)
1) CHI GRV 8000 Comparator
1) CH2 GPW 8000 Voted Receiver
River Island
1) CH2 GTR 8000 Repeater
1) CH2 Duplexer
1) CH2 GRV 8000 Comparator
1) CH1 GPW 8000 Voted Receiver
Stanford Crossing
1) CH1 GPW 8000- A
I) CH2 GPW 8000- B
Flying J
1) CHI GPW 8000- A
1) CH2 GPW 8000- B
Corp Yard
1) CHI GPW 8000- A
1) CH2 GPW 8000- B
Telepath Corporation Confidential and Proprietary 2
Docusign Envelope ID: F1CC67DA- 46B8- 85EB-238- 0FE1C9B78EC4 Lathrop P25 System Installation Scope of Work
REV 03042026
3. SCOPES OF WORK
3. 1 TELEPATH SCOPE OF WORK
System Configuration, Staging, and Lab
1. Inventory of existing equipment
2. Read profiles of equipment to capture current firmware
3. Design system topology
4. Document system layout with network and frequency information
5. Assign IP addresses for infrastructure equipment
6. Rack all equipment to lab environment
7. Build network jumper cables
8. Build RF jumper cables
9. Run power to equipment
10. Perform firmware and software upgrades to all equipment 1 1. Build codeplugs for repeaters
12. Build codeplugs for voted receivers
13. Program frequencies
14. Configure GRV8000 comparators
15. Link base repeaters to comparator
16. Link voted receivers to comparators
17. Attach loads to inert receivers and magmount to active receivers to test voting system
18. Program and test demo APX8000 on system
19. Test and tune comparator
Customer Acceptance Testing
I. Walkthrough of system topology
2. Visual inspection of equipment
3. Talk in talk out test
4. Voted system test
5. Power off and power on test
Repeater Installation
1. Sweep line of existing antenna
2. Perform check of polyphaser
3. Rack repeater
4. Rack comparator
5. Connect to customer provided network drop
6. Connect and power equipment using customer provided power receptacles
7. Ground equipment to existing ground busbar
8. Reterminate antenna lines as needed
9. Connect antenna to combiner
10. Install rack equipment RF jumpers
11. Perform cable dressing and management
12. Power on equipment
Telepath Corporation Confidential and Proprietary 3
Docusign Envelope ID: F1CC67DA- 46B8- 85EB-238- 0FE1C9B78EC4 Lathrop P25 System Installation Scope of Work
REV 03042026
Voted Receiver Installation
1. Sweep line of existing antenna
2. Perform check of polyphaser
3. Rack voted receiver
4. Connect to customer provided network drop
5. Connect and power equipment using customer provided power receptacles
6. Ground equipment to existing ground busbar
7. Reterminate antenna lines as needed
8. Connect antenna to combiner
9. Install rack equipment RF jumpers
10. Perform cable dressing and management
11. Power on equipment
System Optimization
1. Perform two -man tests of comparator functionality
2. Perform radio checks at various locations
3. Return visits after field use and end user feedback to tuning of voted system
4. Confirm continued functionality of dispatch consoles at Ripon PD
3. 2 LATHROP SCOPE OF WORK
1. Electrical work is a customer responsibility.
2. Provide network backhaul, IP scheme, drops, and configuration
3. Ensure communications sites meet space, grounding, power, and connectivity requirements for the installation of the equipment
4. All civil/ site upgrades is a customer responsibility.
5. Power backup power is a customer responsibility.
6. Provide the frequency pair needed for this project.
7. Schedule Cutover Activities
8. Provide access to sites as necessary
9. Witness and signoff of Acceptance Testing
Telepath Corporation Confidential and Proprietary 4
Docusign Envelope ID: F1CC67DA- 46B8- 85EB-238- 0FE1C9B78EC4 Lathrop P25 System Installation Scope of Work
REV 03042026
4. STIPULATIONS AND EXCLUSIONS
4. 1 STIPULATIONS
This quote is based on the following conditions. Any changes from the listed conditions may result in above contract work to remediate or provide a solution for the existing state of the installation locations:
Required power is available at installation locations in the form of standard AC with power receptacles utilizing NEMA 5- 15 or IEC C13 plugs. Lathrop to provide any relevant PDUs, UPSs, rectifiers, power strips, or any other forms of providing power for installation equipment. Telepath demarcation point is at connection of power cables to customer provided receptacles.
Suitable grounding is available at installation locations. Telepath demarcation point is at the provision of grounding hardware and cable and connection of rack equipment to an existing ground bus bar
Antennas and any combining equipment needed to host both channels of the incoming system are currently installed or will be installed by the time of system commissioning.
This installation includes relevant grounding needed for the antennae. Telepath demarcation point is at connection of rack equipment to existing polyphaser in shelter Network backhaul and equipment is to be provided by the customer based on Telepath/ Motorola system requirements. IP assignments, drops, routing tables, and firewall adjustments are a customer responsibility. Telepath demarcation point for network is connection from Motorola equipment into Lathrop networking equipment.
Console integration with Ripon PD is forecasted to not change. The current connection method is via donor radios at the Ripon PD Station. Any changes required to remediate or improve console connectivity to the Lathrop channels will be reviewed and quoted as needed. Telepath will perform function tests on the consoles to confirm working order or evaluate any issues.
Installation, cutovers, or any on the ground time required for Telepath personnel shall occur during normal business hours unless mutually agreed upon between both Lathrop and Telepath.
This Scope of Work document and the stipulations, exclusions, and conditions herein are the binding terms of the accompanying quote ( SQ- 183004). Pricing, verbiage, and conditions listed on either document are mutually binding to the other.
Telepath Corporation Confidential and Proprietary 5
Docusign Envelope ID: F1CC67DA- 46B8- 85EB-238- 0FE1C9B78EC4 Lathrop P25 System Installation Scope of Work
REV 03042026
4. 2 EXCLUSIONS
Antenna or combining systems
Tower work
Networking equipment
Network provisioning
Roof or building penetration
Equipment Racks or Cabinets
Earthquake Bracing
UPS/ Battery Backup
FCC Licensing
Prevailing Wage
Union Wage
Certified Payroll
ERRCS Testing
Coverage Mapping
Seismic Bracing
Tower Analysis
Any and all conduit
Metallic Raceway
Electrical Work
Firestopping
Fire Wrapping
Core Drilling
Performance Bonding
Roof Penetration
Back Boxes
Flex Sleeves
Weatherproofing
Raceways
BIM Modeling
Engineers Stamp
Lift rentals
Box truck rentals
Telepath Corporation Confidential and Proprietary 6
Docusign Envelope ID: F1CC67DA- 46B8- 85EB-238- 0FE1C9878EC4 4, TELEPATH. MISSION CRITICAL SOLUTIONS
SINCE 1970
1137 Cadillac Court
Milpitas, CA 95035
510- 656- 5600
www. tolcpathoorp. com
1IIIII
csigglis
2 -WAY RADIO SYSTEMS
ERRCS DAS SYSTEMS
PUBLIC SAFETY
VEHICLE OUTFITTING
SALES QUOTE
SQ- 183004 3/2/026
111111NIII111111! IIIIIM111IIIIIVIII
Customer Contact J
Ship To
Drive
City of Lathrop
Tony Fernandes
390 Towne Centre Drive
LATHROP CA 95330
UNITED STATES
Tel: ( 209) 941- 7345
City of Lathrop
Tony Fernandes
390 Towne Centre
LATHROP CA 35330
UNITED STATES
Tel: ( 209) 941- 7345
Account Terms Due Date Account Rep Schedule Date
1005385 NET 30 5/1/ 2026 Nathan Tran 3/2/026
Quotation PO # Reference Ship VIA Page Printed
SQ- 183004 LATHROP P25 DEPL UP3 Ground Commercial 1
3/5/ 1026
3: 28: 54PM
L Item Description Qty Price UM Discount Amount
1 3
4LaborField
5LaborField
6LaborField
7 8
9LaborField
10 LaborField
LATHROP P25 SYSTEM DEPLOYMENT
THIS QUOTE IS FOR THE CONFIGURATION,
STAGING, INSTALLATION, AND OPTIMIZATION
OF THE PREPURCHASED MOTOROLA EQUIPMENT
OF THE CITY OF LATHROP.
THE BINDING SCOPE OF WORK, EXCLUSIONS,
STIPULATIONS, AND CONDITIONS FOR THIS
PROJECT IS LISTED ON THE ACCOMPANYING
DOCUMENT
PREVAILING WAGES ARE NOT INCLUDED
SYSTEM STAGING
System lab, staging, programming,
configuration
Customer acceptance testing at Telepath
Location
Motorola Equipment Software/ Firmware
Upgrades
CHANNEL 1 INSTALLATION
RF Site 1 Installation: City Hall
Equipment:
GTR8000 Repeater
GRV8000 Comparator
RF Site 2 Installation: Stanford
Crossing
1 1
1 1
1 EA
N#EA
M##NN# NM
EA
MM# NMMN##EA
EA
59, 200. 0
54, 600. 0
5, 184. 00
9, 200. 0
9, 200. 0
QUOTATIONS ARE VALID FOR
A 20% RESTOCKING FEE WILL
BDA' s, DAS, UPS, AND CUSTOM
Please print your name:
Signature: -
60 DAYS
APPLY TO ALL RETURNED ITEMS
SYSTEMS ARE NON - RETURNABLE
Sub Total 37,84. 00
DATE:
Docusign Envelope ID: F1CC67DA- 46B8- 85EB-238- 0FE1C9B78EC4 410 TELEPA11- 1
MISSION CRITICAL SOLUDONS
SINCE 1978
1137 Cadillac Court
Milpitas. CA 95035
510- 656- 5600
www. tclepathcorp. com
elligTga
2 -WAY RADIO SYSTEMS
ERRCS DAS SYSTEMS
PUBLIC SAFETY
VEHICLE OUTFITTING
SALES QUOTE
SQ- 183004 3/2/026
Ship To Customer
City of Lathrop
Tony Fernandes
390 Towne Centre Drive
LATHROP CA 95330
UNITED STATES
Tel: ( 209) 941- 7345
Contact
City of Lathrop
Tony Fernandes
390 Towne Centre Drive
LATHROP CA 35330
UNITED STATES
Tel: (203) 941- 7345
Account Terms Due Date Account Rep Schedule Date
1005385 NET 30 5/1/ 2026 Nathan Tran 3/2/026
Quotation PO Reference Ship VIA Page Printed
SQ- 183004 LATHROP P25 DEPL UPS Ground Commercial 2 3/5/ 2026 3: 28, 54PM
L Item Description Qty Price UM Discount Amount
11 12
13 14
15 16
17 18
19 LaborField
LaborField
LaborField
MiscPartsSale
LaborField
LaborField
LaborField
Equipment:
GPW8000 Voted Receiver
RF Site 3 Installation: Flying J Tower
Equipment:
GPW8000 Voted Receiver
RF Site 4 Installation: Corp Yard
Equipment:
GPW8000 Voted Receiver
RF Site 5 Installation: River Island
Equipment:
GPW8OOO Voted Receiver
Installation hardware, grounding
hardware, grounding cabling, network.
cabling
CHANNEL 2 INSTALLATION
RF Site 1 Installation: River Island
Equipment:
GTR8000 Repeater
GRVS000 Comparator
RF Site 2 Installation: Stanford
Crossing
Equipment:
GPW8000 Voted Receiver
RF Site 3 Installation: Flying J Tower
Equipment:
QUOTATIONS ARE VALID FOR 60 DAYS
A 20% RESTOCKING FEE WILL APPLY TO ALL RETURNED ITEMS
BDA' s, DAS, UPS, AND CUSTOM SYSTEMS ARE NON - RETURNABLE Please print your name:
Signature:- DATE:
5 1
1 1
NNNNNNNNNN
NNNNNNNNNN
NNMMNNNMNN
995. 00
EA
EA
EA
EA
EA
EA
EA
9, 200. 0
9, 200. 0
9, 200. 0
54, 975. 00
59, 200. 0
9, 200. 0
9, 200. 0
Sub Total
Running
Sub Total
60, 175. 00
97, 559. 00
Docusign Envelope ID: FlCC67DA- 46B8- 85EB-238- 0FE1C9B78EC4 4, TELEPATI- i.MISSION CRITICAL SOLUIIONS
SINCE 1978
1137 Cadillac Court
Milpitas, CA 95035
510- 656- 5600
www. tolcpathoorp. com
2 -WAY RADIO SYSTEMS
ERRCS DAS SYSTEMS
PUBLIC SAFETY
VEHICLE OUTFITTING
SALES QUOTE
SQ- 183004 3/2/026
II IIII III III IIII
Customer Contact Ship To
Drive
City of Lathrop
Tony Fernandes
390 Towne Centre Drive
LATHROP CA 95330
UNITED STATES
Tel: ( 209) 941- 7345
City of Lathrop
Tony Fernandes
390 Towne Centre
LATHROP CA 95330
UNITED STATES
Tel: (203) 941- 7345
Account Terms Due Date Account Rep Schedule Date
1005385 NET 30 5/1/ 2026 Nathan Tran 3/2/026
Quotation PO # Reference Ship VIA Page Printed
SQ- 183004 LATHROP P25 DEPT_ UP3 Ground comme,iei3
3/5/ 2026
3: 28: 54PM
L Item Description . Qty Price UM Discount Amount
GPW8OOO Voted Receiver
20LaborField RF Site 4 Installation: Corp Yard 1 HNHN88$ NMlEA 9, 200. 0 Equipment:
GPW8000 Voted Receiver
21 LaborField RF Site 5 Installation: City Hall 1 4###### 4EA 9, 200. 0 Equipment:
GPW8OOO Voted Receiver
22MiscPartsSale Installation hardware, grounding
hardware, grounding cabling, network
cabling
5 995. 00 EA 4, 975. 00
23 24 SYSTEM WIDE INTEGRATION
25LaborField System Optimization 1 II#0#04# 88EA S9, 200. 0 26ProjectMgmt Project Management 1 5,20. 0 Flt 5,20. 0
2' SH Shipping 1 5597. 00 EA 597. 00
QUOTATIONS ARE VALID FOR 60 DAYS
Tax Details Taxable 59, 950. 0
CA039. 7 $870. 625
A 20% RESTOCKING FEE WILL APPLY TO ALL RETURNED ITEMS EXEMPT $ 0.00 BDA' s, DAS, UPS, AND CUSTOM SYSTEMS ARE NON - RETURNABLE Please print your name: Total Tax 870. 63
Exempt 5126, 301. 00
Signature: DATE: Total 137,21. 63
Balance S137, 121. 63