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Ordinance No. 16,170ORDINANCE NO. 16,170 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERGOVERNMENTAL SERVICE AGREEMENT THROUGH THE HOUSTON- GALVESTON AREA COUNCIL WITH DICTATION SALES & SERVICE, INC. DOING BUSINESS AS EQUATURE FOR THE CITY OF BAYTOWN POLICE DEPARTMENT'S 9-1-1 COMMUNICATIONS VOICE RECORDING SYSTEM FOR A FIVE-YEAR PERIOD FROM 2024 THROUGH 2O30, FOR THE TOTAL SUM OF NINETY-SEVEN THOUSAND TWO HUNDRED SEVENTY-THREE AND NO/100 DOLLARS ($97,273.00) WITH THE FIRST PAYMENT IN THE AMOUNT OF FORTY-TWO THOUSAND AND NO/100 DOLLARS ($42,000.00) AND FOUR ANNUAL PAYMENTS OF THIRTEEN THOUSAND EIGHT HUNDRED EIGHTEEN AND 25/100 DOLLARS ($13,818.25); AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown hereby authorizes and directs the City Manager to execute an intergovernmental service agreement through the Houston -Galveston Area Council with Dictation Sales & Service, Inc. doing business as Equature for the City of Baytown Police Department's 9-1-1 Communications Voice Recording System for 2024, through 2030, for the sum of NINETY-SEVEN THOUSAND TWO HUNDRED SEVENTY-THREE AND NO/100 DOLLARS ($97,273.00) with the first payment in the amount of FORTY-TWO THOUSAND AND NO/100 DOLLARS ($42,000.00) and four annual payments of THIRTEEN THOUSAND EIGHT HUNDRED EIGHTEEN AND 25/100 DOLLARS ($13,818.25). A copy of said agreement is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes. Section 2: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affinnative vote of the City Council of the City of Baytown this the 26th day of June, 2025. pi Z _/-, ARLES SON, Mayor ATTEST: A® _YTO`�, (1 nQ1� __A a� ANGELA APPROVED AS oCtIc` A; 1 SCOTT LEWND, City Attorney R. Ordinances and Resolutions Ordinance Drafts 2025-06 '_B Ordinance Approval of Intergovernmental Contract through H6AC Equature 911 Communications Recordings -vh.docx PREPARED BY: Kyle Colburn Public Safety Specialist O: (248) 281-1080 kcolburn@equature.com Equature 18311 W. 10 Mile Road Southfield, MI 48075 Reference Number: 33499992577 Presented: February 24t", 2025 Expires: May 2411, 2025 A `� 1j Equature THE EQUATURE PARTNERSHIP Equature is deeply committed to forging enduring partnerships with organizations in the public safety sector, emphasizing a philosophy of excellence and reliability over an extended period. Our approach to support is designed to guarantee operational success through comprehensive and proactive engagement. EQUATURE SUPPORT SERVICES PHILOSOPHY Our support services philosophy centers on a 24x7 customer commitment that prioritizes execution over mere response. Understanding the critical nature of public safety operations, Equature offers a suite of supporttools and interactive engagements designed to enhance yourteam's efficiency and operational performance. This includes best practice advisement, inbound call management, and Q/A assessment tools aimed at improving overall efficiency. EQUATURE CUSTOMER SUPPORT SUCCESS COMMITMENT Equature distinguishes itself in the public safety market with a unique customer support success platform. This exclusive system is based on three corporate commitments: personalized engagement and team training, continuous software enhancement, and an annual operational performance quality assurance assessment program. These commitments highlight our approach to working in collaboration with our clients, whom we regard as partners in a continuous relationship. EQUATURE CUSTOMER SUPPORT AGREEMENT OVERVIEW Equature's support agreements are designed to fit your operational needs, offering a wide range of services including 24x7x365 support, online and telephone assistance, future technology compatibility, software updates, and more. Our goal is to provide comprehensive support to ensure you have access to the help you need, whenever you need it. vj Equature Project Background Equature is a direct manufacturer of recording solutions exclusively for use in mission critical PSAP environments and works with over 1,500 County, State, and Federal agencies. As the manufacturer we control every step of the process from design and implementation to maintenance and monitoring. For the past decade, Equature has served as the Emergency Communications Recording provider for the City of Baytown and the Baytown Police Department, offering a full -service technology partnership to support the agency's evolving needs. As the city advances its operations and integrates new technologies, Equature has been entrusted with enhancing the existing recording solution to meet these emerging requirements. Given the challenges posed by aging hardware, the city requires a modern, scalable, and reliable solution capable of efficiently handling all emergency communications, ensuring long-term operational effectiveness and system resilience. Scope of Work Understanding Equature is currently working with the Baytown PD personnel to design the best -fit recording solution that meets the specific Technical, Operational and Financial needs of the agency. As we move through the process we will be asking for input from members of the Technical, Operational and Financial/Procurement teams to best tailor this solution accordingly. We have created a preliminary Solution Design based on initial communications prior to any on -site walkthrough. Equature will work directly with Baytown PD personnel and its technology vendors to finalize the project approach and ensure the procurement process goes smoothly. The proposed solution is designed to be flexible to allow for the simple expansion of recording capability and feature enhancement. This includes the embedded capabilities of capturing the city's emergency resources, including the 911 resources, radio resources and administrative phones. The existing Equature recording solution can be easily expanded to meet the needs of the city, all without requiring a forklift upgrade or the procurement of a newer model solution. "j Equature Budgetary Plan Financial Success Working with Equature gives the Baytown Police Department several distinct advantages over the competition. While other recorders are sold through dealers and middlemen, BPD will work with Equature directly. This significantly cuts down up front and recurring costs while giving the BPD peace of mind of a full -service recording partnership. Our pricing is guaranteed and backed by the authority of many federal and state contracts. This quote is guaranteed to meet or exceed pricing as outlined in the schedule. Equature works directly with other major equipment manufacturers such as Motorola, to directly pass - through any associated costs. Equature never does this and is committed to open, transparent pricing. Another unique advantage of the Equature Full -Service Agreement, is financial flexibility. Equature has outlined the costs associated with the multi -year agreement below. These costs can be arranged into affordable annual payments, or paid up front for additional savings. This makes budgeting much easier and straightforward. This is especially helpful in situations where grants are involved. Equature is committed to providing a truly customized agreement, down to the payment milestones. We have provided pricing on the included forms, as well as supplemental pricing information to further explain our advantages. This solution has been presented to the Baytown Police Department with the best value and most flexible fee proposal available. "j Equature BAYTOWN POLICE DEPARTMENT SCOPE OF WORK - HGAC PRICING SCHEDULE One -Time Professional Services Fee This comprehensive fee covers the essential installation, configuration, and consulting services required to set up your system for optimal efficiency. Consultation and Optimization: Our specialists will collaborate closely with your team to configure the system, optimize user management, and streamline database and server operations —ensuring a seamless transition to the new platform while maximizing efficiency and performance. On -Site Hardware Replacement: For any hardware needs, our teams will coordinate and cooperatively manage an end -to -end on -site replacement process. This includes installation, testing, and integration of all existing components, ensuring seamless functionality within the recording platform. Total: $3,000.00 Base Solution: Provides the essential hardware and licensing, equipping the Baytown Police Department Team with the comprehensive tools necessary to effectively record and retrieve critical emergency communications. 1. Equature Enterprise Sever (QTY):1 2. VoIP Voice License (QTY): 20 3. Talk Group Licenses (QTY): 22 4. ANI/ALI Capture License (QTY): 1 5. Motorola P25 Integration License (QTY): 1 • Support & Maintenance: Provides 24/7 technical support, system monitoring, and regular software updates to keep your system current and optimized. Initial Investment (Year 1): $39,000.00 Even annual Investment (Years 2-5): $13,818.25 per year Agreement Duration: The pricing is valid with a 5-year agreement Year Item Amount 2025-2026 Pro Service/Hardware/Maintenance $42,000.00 2026-2027 Even Annual investment $13,818.25 2027-2028 Even Annual investment $13,818.25 2028-2029 Even Annual investment $13,818.25 2029-2030 Even Annual investment $13,818.25 41 "j Equature EQUATURE TERMS OF AGREEMENT Customer Name: Baytown Police Communications 9-1-1 Center Address: 7800 North Main, Baytown TX 77521 Contract Number: 33499992577 Equature (hereunder referred to as "PROVIDER"), upon acceptance of this Agreement by an authorized officer of its corporation, agrees to furnish to the above -designated entity (hereinafter referred to as "CUSTOMER") underthe terms and conditions contained herein, maintenance and service on the listed equipment. I. Terms of Agreement a) The PROVIDER agrees to provide turn -key services as outlined in the Scope of Work, including all required hardware, software, maintenance, support, warranty and monitoring to the CUSTOMER for a period of five (5) years commencing on the DATE OF ACCEPTANCE (Effective Date) and continuing through five years from that date (End Date). a) CUSTOMER agrees that this purchase is a designated fully funded project with full award and payments directed to PROVIDER. PROVIDER is accepting multi -annual payments to facilitate the purchase. Under no circumstances, less than a breach of this agreement by PROVIDER, does PROVIDER forgo the amount owed and due in its entirety, at PROVIDER'S sole discretion. This agreement and its due payments are not predicated upon any changes in CUSTOMER'S organizational status, alignments, personnel changes, or any changes not defined herein. At any time that a due payment becomes late, past 30 days, PROVIDER will demand that the remaining balance is immediately paid in full. II. Payment Terms a) The CUSTOMER shall make a larger initial payment in the first year, followed by equal annual installments for the remainder of the Agreement's term. b) Payments shall be due within [301 days of the invoice date provided by the PROVIDER. c) The payment amount for each year will be locked in at the beginning of the Agreement and shall not be subject to any increase throughout the five (5) year period provided the Scope of Work does not change. d) CUSTOMER agrees to pay the amount of $39,000.00 (First Year Payment) plus $3,000.00 (Professional Services Fee) due in full 30 days upon contract acceptance and $13,818.25 (Annual Dues) annually on the anniversary of the Effective Date. e) The term of this Agreement shall be for five (5) years from the Effective Date. f) CUSTOMER may withhold or reduce payments due to PROVIDER under the following conditions: CUSTOMER may withhold from any payment an amount not to exceed the value of the unfinished work item until such time as the work item is completed. i. Completion of work is defined as successful delivery, installation, and configuration of all recording system hardware and software components by the PROVIDER 5� 1), Equature based on the agreed upon scope of work. Any delays in third party integrations or other components caused by the CUSTOMER or external parties unrelated to the PROVIDER'S work shall not preclude the installation from being considered complete. b.ln the event of minor deficiencies in a completed milestone or stage that do not materially affect the usability or functionality of the work as a whole, CUSTOMER may withhold an amount not to exceed 125% of the estimated value to complete the deficient work, as mutually agreed upon by the parties. g) All invoices are due and payable Net 30. Any payment not received within thirty (30) days of the invoice date will incur a late fee of 1% per month on the outstanding balance or as required under the Texas Prompt Payment Act, whichever is lower. III. Maintenance Agreement Charge a) This Maintenance Agreement charge is payable annually at the beginning of each term. The Agreement price shall remain fixed during the initial period (5 years). b) Charges include unlimited calls for remote support, available 24 X7, with a 4-hour response time, Equature software updates, remote access, remote alerts, all parts, and labor not excluded in section c or d. c) Charges do not include consumable, expendable, supply items, such as, CD disks, or External Archive Drives. The use of supplies other than those recommended by PROVIDER may cause adverse equipment performance. Maintenance required to correct inadequate performance or equipment malfunctions caused by inferior supplies shall be charged to the CUSTOMER at the current hourly maintenance rates. d) Charges do not include labor costs, installation charges, or equipment costs associated with system upgrades or changes to the PROVIDER configured system recommended or mandated by either party. This also extends to labor costs associated with on -site quality inspections or preventive maintenance, except in instances where a specific issue arises that cannot be effectively resolved through remote interventions. Any changes to the PROVIDER configured systems, whether initiated by the CUSTOMER or third parties not authorized by PROVIDER and resulting in a malfunction, will be addressed by PROVIDER on a time and material basis. Additionally, onsite support and configurations for changes made by the CUSTOMER or third parties not authorized by PROVIDER will incur charges on a time and material basis. Any malfunctions caused by the CUSTOMER, or third parties not authorized by PROVIDER, will be subject to charges on a time and material basis. e) The Provider is not responsible for any data loss that is caused by factors outside of its control, including but not limited to: i. Acts of God, such as natural disasters, terrorist attacks, or war. ii. Malicious attacks, such as hacking, ransomware, or data breaches. iii. Technical problems, such as hardware failures or software errors caused by power outages or user error. f) The PROVIDER is not responsible for Microsoft Windows hot fixes, updates, and service packs. The PROVIDER is not responsible for anti -virus, anti-malware, and anti-spyware software. If the CUSTOMER encounters a virus the PROVIDER may assist at a cost and at the PROVIDERS discretion. g) All invoices are due and payable Net30. Equature h) Failure to renew this agreement will result in the customer forfeiting their priority support status. All service and support activities will transition to a time and materials -based billing structure at the PROVIDER's prevailing hourly rates. Prior to initiating any analysis, troubleshooting, training, or other activities directly related to the PROVIDER's platform, the PROVIDER will require the customer to issue a purchase order based on the PROVIDER's estimate. i. Time and materials -based support requests will be addressed on a first -come, first - served basis, with priority accorded to partners with active maintenance agreements. ii. Renewal options include both multi -year agreements and the option to establish a one- year maintenance agreement. IV. Maintenance of Equipment PROVIDER will furnish maintenance, technical support, and service for the recording system per the terms herein. a) Support Coverage: Support includes hardware, software, interfaces, and any custom integrations that were explicitly agreed to by PROVIDER as part of the original scope of work. Support does not extend to any custom integrations developed separately from the original agreement. b) Technical Support: PROVIDER will provide 24/7/365 technical support by phone at 888-305- 3428 or email at support@equature.com. Upon notification of an equipment malfunction from the CUSTOMER, PROVIDER will assign a service technician to make necessary repairs. The customer shall permit the service technician free access to the equipment while making the repair, including relevant password for normal system use. Remote troubleshooting will be attempted first to resolve any issues. If unsuccessful, onsite support can be dispatched as needed. Any malfunctions caused by the CUSTOMER, or third parties not authorized by PROVIDER will be subject to charges on a time and material basis. c) Monitoring and Alerts: PROVIDER monitors the system in real-time from the PROVIDER Network Operations Centers and responds to alerts based on severity level. Critical failures are addressed immediately, high priority failures by the next business day, and standard failures within 2 business days. d) Maintenance Process: Issues are reported by CUSTOMER via phone or email and assigned a severity level by PROVIDER based on impact. PROVIDER troubleshoots issues, escalating to engineering or vendors as needed. Status updates are communicated throughout. Onsite visits are scheduled if required. e) Escalation: If PROVIDER support personnel are unable to diagnose and resolve the issue within a reasonable time, PROVIDER will escalate the Issue to its Engineering Department, or to the appropriate Vendor as determined by the nature of the Issue. V. Excusable Delays / Force Majeure PROVIDER shall not be liable or deemed in default for any delay or failure in performance under this Agreement or interruption of service resulting directly from acts of God, acts of government, war or national emergence, accident, fires, riots, strikes, labor disputes, action or inaction where action is required by the CUSTOMER, damage to or delay of equipment 7I vj Equature in route, or for any indirect or consequential damage for any delay or failure or performance under this Agreement. VI. Termination a) Either party may terminate this Agreement due to a material breach by the other party by following the procedures outlined in the Material Breach clause of this Agreement. VII. Transfer of Maintenance Service If CUSTOMER relocates the equipment from the site shown herein, it shall be at the sole option of the PROVIDER to continue to provide maintenance under this Agreement, and this may result in additional cost to CUSTOMER. CUSTOMER should arrange for continuing maintenance with PROVIDER prior to relocation of equipment. VIII. Assignment This Agreement may not be assigned, transferred, sublet, or pledged by the CUSTOMER without prior written consent of an authorized officer of the PROVIDER Corporation. However, this agreement may be assigned to an entity controlling, controlled by, or under common control with customer or any successor by merger. IX. Warranty a) The PROVIDER warrants that all hardware and software provided shall be free from defects in material and workmanship for the entire duration of this agreement. b) The PROVIDER shall promptly replace or repair any defective hardware or software at no additional cost to the CUSTOMER during the warranty period. X. Material Breach Clause In the event of a material breach of this Agreement by either party, the non -breaching party shall have the right to terminate this Agreement with immediate effect. A material breach shall be deemed to have occurred if any of the following events take place: a) Failure to Make Payments: The CUSTOMER fails to make any payment due under this Agreement, and such failure continues for a period of [901 days after receiving written notice from the PROVIDER. b) Non -Compliance with Terms: Either party fails to fulfil any material obligation or condition stipulated in this Agreement, and such failure continues for a period of [90) days after receiving written notice from the other party. c) Substantial Impairment: Any act or omission that substantially impairs the rights or interests of the other party or prevents the fulfillment of the essential purpose of this Agreement. d) Violation of Laws or Regulations: Either party engages in any unlawful, fraudulent, or unethical activities that are in direct violation of applicable laws or regulations, and such violation has a material adverse effect on the other party. e) Breach of Warranty: The PROVIDER fails to remedy any defects in hardware or software provided under this Agreement, as stipulated in the warranty section, within a reasonable time after receiving written notice from the CUSTOMER. 81 "j Equature Notice of Breach: In the event of a material breach, the non -breaching party shall provide written notice to the breaching party specifying the nature of the breach and providing a reasonable opportunity for the breaching party to cure the breach. The breaching party shall have a period of [90] days from the receipt of the notice to remedy the breach. Termination: If the material breach is not cured within the specified cure period or if the breach is of such a nature that it cannot be reasonably cured, the non -breaching party shall have the right to terminate this Agreement immediately by providing written notice to the breaching party. Effect of Termination: Upon termination due to a material breach, the non -breaching party shall be relieved of any further obligations under this Agreement, except for any rights or remedies that have already accrued. The breaching party shall be liable for any damages incurred by the non - breaching party as a result of the material breach. No Waiver: The failure of either party to enforce any provision of this Agreement at any time shall not be deemed a waiver of that provision or any other provision, nor shall it be deemed a waiver of the right to enforce such provision in the future. XI. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, Harris County exclusive of its conflicts of lay provisions. XII. Survival of Obligations All obligations accrued but unfulfilled prior to expiration or termination of this Agreement shall survive. XII1. Entire Agreement This document and the documents incorporated herein constitute the entire Agreement between the CUSTOMER and PROVIDER. This Agreement supersedes any prior proposals, agreements, commitments, or representations of any kind, whether oral or written, with respect to PROVIDER service. 91 �j Equature IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date below. PROVIDER: CUSTOMER: Dictation Sales & Service dba Equature Baytown Police Communications 9-1-1 Center 18311 W. 10 Mile Rd. 7800 North Main Southfield, MI 48075 Baytown TX 77521 Signature: Signature: Printed Name: Kyle Colburn Printed Name: Title: Client Account Representative Titl Date: 05/05/2025 Date: 101