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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.
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ARLES SON, Mayor
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APPROVED AS
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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
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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.
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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.
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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.
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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
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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
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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
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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.
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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.
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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