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HomeMy WebLinkAboutAgreements/Contracts - Sheriff & JailGRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: Sheriff s Office REQUEST SUBMITTED BY: Phillip C. Coats CONTACT PERSON ATTENDING ROUNDTABLE: Phillip C. Coats CONFIDENTIAL INFORMATION: ❑YES ONO DATE: 04/20/26 PHONE: 2021 TEW 20 Agreement / Contract ❑AP Vouchers ❑Appointment / Reappointment ❑ARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑ Computer Related ❑ County Code ❑ Emergency Purchase ❑ Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds ❑ Hearing ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County ❑ Leases ❑ MOA / MOU ❑ Minutes ❑ Ordinances ❑ Out of State Travel ❑ Petty Cash ❑ Policies ❑ Proclamations ❑ Request for Purchase ❑ Resolution ❑Recommendation ❑Professional Serv/Consultant ❑Support Letter ❑Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB E �OR �G900wwPhillip Coats is requesting to sign the agreement with Homeway. This re-newal covers additional units for the new jail, new revenue rates according to the FCC Regulations, free phone calls, and enabling video visitation on the tablets. If necessary, was this document reviewed by accounting? ❑ YES 0 NO ❑ N/A If necessary, was this document reviewed by legal? * YES ❑ NO ❑ N/A DATE OF ACTION: �/ ��S�f-�2 & DEFERRED OR CONTINUED TO: APPROVE: DENIED ABSTAIN D 1. Ado 4011 D2: �J7 f D3: WITHDRAWN: 4/23/24 HomeWAV, LLC Restated Master License and Services Agreement - Grant County SO Date: �1­)IVI)021rc ah"431 Caitlin E. Manell Clerk of the Board AR Tfevor R. w*1101am Grant County Prosecutor's Office Civil Deputy Prosecuting Attorney Date BOARD OF COUNTY COMMISSIONERS GRANT COUNTY, WASHINGTON Kevin R. Bu<ess, Chair R6b-Jent5`s`-,ice-Chair Cindy Ca r, 1*ir6e'r homewav �: Integrity. Innovation. Impact. Restated Master License and Services Agreement This Master License and Services Agreement (the "Agreement"), and the exhibit hereto, made and entered into upon the date of last signing (the "Effective Date"), by and between Grant County (WA) Sheriff's Office (the "County") and HomeWAV, LLC, a Delaware limited liability company ("HomeWAV"). Each of the County and HomeWAV may be referred to herein as a "Party" and collectively, the "Parties." RECITALS Whereas, HomeWAV is a provider of a unique, custom all -in -one inmate communications solution comprised of patented technology, software applications, hosted services, and equipment that has been adapted for use in secured detention facilities as more particularly described herein (collectively, the "System"); and Whereas, the County desires that HomeWAV provide the System to one or more of its secured detention facilities (each a "Facility" and collectively, the "Facilities"), and HomeWAV desires to provide the System identified herein to the County pursuant to the terms and conditions set forth herein; and Whereas, this Restated Master License and Services Agreement is intended to supersede and replace the Master License and Services Agreement executed between the parties on March 31st, 2020, as well as its subsequent amendments. Now, therefore, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the Parties agree as follows: 1. Definitions. a. "Equipment" means the specific HomePASTm Kiosks, ComPASTM Tablets, ComPASTM Charging, PoE Adaptor Sets, routers, switches and other such hardware and equipment which is provided to the County as part of the System licensed to it under this Agreement. b. "Licensed Services" means that portion of the System comprised of the Software and cloud -based applications that are run on a hosted system and which are provided by HomeWAV to the County pursuant to the license terms herein to enable inmate voice calls, video calls, messaging, and tablet services at each Facility. C. "Professional Services" means the installation, setup, configuration, and testing of the Equipment and the System, and training provided by HomeWAV to the County as more particularly described herein. d. "Software" means the proprietary and patented software program owned by HomeWAV and licensed to the County pursuant to the terms of this Agreement. 2. Exclusivity. The County acknowledges and agrees that this is an exclusive services agreement between the Parties; and accordingly, the County agrees that for as long as this Agreement remains in full force and effect HomeWAV will be its sole and exclusive provider of inmate voice calls, video calls, messaging, and tablet services for all of its Facilities. For purposes of clarity, this exclusive arrangement means, and the County agrees that the County is expressly prohibited from engaging, using, licensing, purchasing, or accepting from any third party, employee, contractor, or related entity any software, equipment or services that are similar to some or any part of the System (including the Licensed Services) or the Professional Services for use at any of its Facilities. 3. Term of this Agreement. This Agreement is effective as of the Effective Date and continues in full force and effect until expiration of a Term or earlier termination. HomeWAV will provide the System and related Professional Services and Licensed Services to the County through .tune 9th, 2031 (the "Initial Term").This homewav ~: Integrity. Innovation. Impact.. Agreement will automatically renew for additional one (1) year periods (each a "Renewal Term") unless either Party notifies the other Party of its desire not to renew this Agreement at least ninety (90) days prior to the commencement of the next Renewal Term. The Initial Term and each Renewal Term are collectively, the "Term." 4. Professional Services (No Charge). HomeWAV will provide the following Professional Services to the County at no charge during the Term: • arrange for the delivery of the Equipment to the County's Facilities included under this Agreement, • load the Software onto the Equipment, • coordinate the installation of the Equipment in designated wall mount locations within the Facilities, • provide system testing and acceptance on all Equipment, • provide staff and inmate training on platform features and functionality, • arrange for installation of high-speed Internet service at a minimum of 0.51VIB up/0.5MB down per kiosk, and any equipment associated therewith to service the System, and • arrange for cat 5e or greater cable to be installed (if necessary) to each location within the Facility where Equipment is to be installed. HomeWAV may cause or obtain a physical site survey of each Facility to confirm the number of kiosks, the installation location within the Facility, and any other specifications or plans provided by the County (the "System Solutions"). The County acknowledges and agrees that all proposed System Solutions are contingent upon the site survey and that HomeWAV shall have authority to modify any proposed Systems Solutions as necessary to comply with the limitations of a given Facility. 5. Support and Maintenance (No Charge). For the entire Term of this Agreement, and at no charge to the County, HomeWAV will support and maintain the Equipment located at each Facility pursuant to HomeWAV's Software and Hardware Service Level Agreement attached hereto as Exhibit B (the "Service Agreement"). Under no circumstances may the County or any third party acting on behalf of the County install, uninstall, or perform any maintenance or related services on the Equipment, it being understood and agreed that only an approved HomeWAV technician may provide Professional Services, support, and maintenance on the Equipment. 6. Ownership of Equipment and Software. HomeWAV is the sole and exclusive owner of the Software and Equipment and retains all right, title and interest in and to the Software and Equipment at all times during the Term. The Software and Equipment are provided to the County pursuant to the System license granted in Section 7 below. HomeWAV will purchase and maintain insurance coverage for the Equipment and the Software comprising the System. HomeWAV will deliver the Equipment to the County"s designated Facilities pursuant to a mutually agreed schedule and will install and configure the Equipment with the Software pursuant to the Professional Services set forth above. The cost required to replace any lost or damaged Equipment installed at the Facility, which shall include, but not be limited to the cost of the Equipment, configuration, shipping, and installation, shall be deducted from the County's share of revenue. 7. License to System. HomeWAV hereby grants to the County a limited, non -assignable, non-sublicensable, revocable, and nonexclusive license during the Term to use the Software, Equipment, and related components comprising the System solely for the limited purposes of providing voice calls, video calls, messaging, and tablet W homewav Integrity. Innovation. Impact. services to inmates in each Facility and viewing or monitoring the records of such calls. In addition, if the County exercises its right to receive "Premium Features" HomeWAV will provide the County with reasonable assistance to enable the County to receive and use such Premium Features with the System and will seek authorization from any third -party providers if necessary. The County will not, and will not permit any other person to remove, alter, disfigure, or cover up any numbering, lettering, insignia, or any owner's tag(s) displayed upon the Equipment, and the County may not move the Equipment from the Facility or the location in the Facility where it is installed by HomeWAV. Any of the foregoing actions are deemed a material breach of this Agreement. The County's license to and use of the Software is governed by the terms of this Agreement, the Software End User License Agreement provided with the Software (a copy of which is located at https:/Zapp.homeway.com/account/terms), and the Website Terms of Use and Privacy Policy located at https://www.homeway.com/privacy-policy/, as such items may be updated, amended and modified in accordance with their respective terms (collectively, the "Software Terms and Conditions"). The County may not copy or modify the Software, or any adaptation, transcription, or merged portion thereof, unless expressly authorized in writing by HomeWAV. Any modifications, improvements, enhancements, changes, or any other alterations to the Software, or any derivative works made therefrom (collectively, "Modifications") that are made bythe County or any third party acting on the County's behalf, whether or not authorized by HomeWAV, are deemed the sole and exclusive property of HomeWAV. Accordingly, the County hereby assigns to HomeWAV all of its right, title, and interest in and to such Modifications and shall take all necessary actions to ensure that any third party who has participated in the development of any Modifications likewise assigns all of their right, title, and interest in the Modifications to HomeWAV. For the avoidance of doubt, the foregoing licenses to the Software, Equipment and any related System components shall terminate immediately upon the termination or expiration of this Agreement. 8. The County"s Covenants and Obligations. The County hereby covenants and agrees to the following terms as material conditions to its right to use the System: a. It will not sell, sublicense, or assign the Equipment, the Software, or any other components of the Syste m. b. It will keep the Equipment free and clear of all liens and encumbrances. c. It will only use the Equipment, Software, and other components of the System for (i) the limited purposes provided under the license in Section 7 and (ii) if requested by and, as applicable, purchased by the County, any Premium Features in all cases pursuant to the terms and conditions of this Agreement and the Software Terms and Conditions. d. It will use the System solely at the Facilities and locations within the Facilities where installed by HomeWAV. e. It will ensure that none of the Equipment or Software is damaged by misuse or neglect, including, without limitation, by misuse by the inmates. f. It will work with HomeWAV to ensure that all individuals to whom it grants access to and use the System will agree to the Software Terms and Conditions, and further acknowledges and agrees that it will be fully liable to HomeWAV for breach by any such individuals of the Software Terms and Conditions g. It acknowledges and agrees that HomeWAV will be the sole and exclusive provider of inmate voice calls, video calls, messaging, and tablet services and all related Professional Services to all of the County's Facilities. 3 homewav= Integrity: Innovation. Impact. h. It will not move the Equipment without the advance written consent of HomeWAV. i. Unless otherwise specified in this Agreement, it will be responsible for making for establishing, implementing, and enforcing all policies, procedures, rules, and restrictions governing actions or inactions taken by inmates within the Facility. HomeWAV shall have no responsibility or obligation to determine, monitor, approve, or advise on the policies, procedures, rules, or restrictions at the Facility. All decisions regarding inmate access, privileges, restrictions, and compliance with Facility policies shall rest exclusively with the Facility, and the Facility shall be solely liable for any consequences arising from such decisions. j. It will not remove, alter, disfigure, or cover up any numbering, lettering, insignia, or any owner's tag(s) displayed upon the Equipment. k. It will provide an inmate roster from the Jail Management Software ("JMS"), via secure FTP or web services, ata minimum of every fifteen (15) minutes. I. It will authorize HomeWAV to integrate with its JMS provider and assume financial responsibility for the costs related to the integration. m. It will maintain physical possession of all tablets installed at the Facility and ensure that all tablets are connected to the Internet and available for software updates. HomeWAV specifically disclaims any liability, and the County accepts full responsibility for any malfunctions which occur on tablets which occur while a tablet is not in the effective possession of jail staff or not connected to the internet and available for software updates. n. It will obtain all necessary intellectual property rights or licensure for any applications, media, or other documents that it requests to be added to the tablets installed at the Facility ("Custom Content"). The County agrees to pay all costs incurred by HomeWAV in integrating and maintain the Custom Content and shall hold HomeWAV harmless and indemnify HomeWAV against any claims, damages, obligations, losses, liabilities, costs, debt, or expenses arising from the County's failure to obtain such intellectual property rights or licensure. 9. Access to the Facility. The County will grant HomeWAV and its employees and subcontractors reasonable and necessary access to the Facilities in order to enable HomeWAV to perform its obligations and exercise its rights hereunder. HomeWAV shall have the right, upon reasonable notice, to enter into each Facility to inspect the Syste m. 10. Use of the System. The County agrees that the System shall be available to inmates for voice calls, video calls, messaging, and tablet services for a minimum of twelve (12) hours per day, seven (7) days per week. 11. System Usage Fees. Subject to automatic modification to comply with FCC or state regulations, the Facility's inmates shall be charged the maximum amounts permitted by the FCC or state regulations based on the Facility's size. The Usage Fees shall include the $0.02 additive permitted by the FCC for regulated services. The initial Usage Fees outlined in Exhibit A. HomeWAV reserves the right to change the Usage Fees or establish new Usage Fees, upon 30 days' written notice to the County if such changes arising from any one or combination of the following: (a) inflation, (b) a change in taxes, any (c) rule, regulation, or other action by any government or regulatory entity resulting in increased costs to HomeWAV, (d) the addition or removal of a third -party service 4 � x S 5homewav provider, or (e) the development of a new service. The initial Usage Fees are attached as Exhibit A. All such fees are collectively referred to as the "Usage Fees". 12. Revenue Sharing. Subject to automatic modification to comply with FCC regulations, HomeWAV shall pay to the County 40% of the Gross Billable Revenue ("GBR") from voice calling, 40% of the GBR from video calling, 25% of the GBR from messaging, and 40% of the GBR from entertainment. GBR shall be defined as gross revenue of the Usage Fees less monthly internet service, entertainment licensing and maintenance fees, international calling fees, Federal, State, and Local taxes, and Cost Recovery Fee. Beginning April 6th, 2026, the County shall receive the $0.02 per minute additive permitted by the FCC in lieu of revenue sharing payments for voice calling, video calling, voice messaging, and video messaging. Revenues from using the System shall be deposited into a dedicated account established and maintained by HomeWAV and HomeWAV is authorized to disburse such funds in accordance with this Section. HomeWAV shall pay to the County, on a monthly basis, its share of the revenue not later than the last day of the following month. 13. Communication Retention. HomeWAV will make video call recordings, voice call recordings, and messages available to the County according to the following schedule: Records maintained on -demand will be immediately accessible to facility administrators through the HomeWAV administrator panel (the "On -Demand Period"). Once the On -Demand Period has run, records will be archived but remain retrievable by HomeWAV for an additional 365 days (the "Archival Period"). Archived records may be retrieved for internal use only, by submitting a request to HomeWAV Technical Support and will require a fee to access the archive, as well as a charge based on the labor hours required to fulfill the request. The County agrees that HomeWAV shall have no liability to the County or any third party for any failure to record, store, transmit, relay, review, or monitor any call or message. 14. Financial Reporting Requirements. HomeWAV shall maintain an accounting program that accurately reflects the revenues generated by the System in the Facilities and provide that information to the County monthly during the term of this Agreement. HomeWAV shall retain its share of the revenues as payment for its obligations hereunder, and shall remit the County's share of revenues, along with such monthly financial re ports, to the County. HomeWAV shall issue call data, revenue, and expense information by the last day of each month with respect to call activity that occurred in the Facilities during the prior month. HomeWAV shall maintain all books, documents, accounting records and other evidence pertaining to the services and payments under this Agreement and make such materials available for inspection at all reasonable times during the term of this Agreement, and for three (3) years after the date of the final payment under the Agreement. 15. Installations. HomeWAV's initial installation at each Facility shall be limited to physically mounting and installing equipment, running necessary cabling, performing testing, labeling of equipment, and the cleaning of debris, dust, or other trash from the installation area. HomeWAV technicians are not authorized to perform additional tasks or assist with other projects. The County agrees to cooperate with HomeWAV to find mutually agreeable time blocks for technicians to perform necessary installations or maintenance. Any penalty HomeWAV 5 homewav Integrity. Innovation. Impact. incurs due to the Facility's failure to grant access to a technician who is scheduled to perform work at a given time shall be deducted from the County's share of revenue. 16. Termination. a. Rights of Termination. The County may terminate this Agreement if HomeWAV breaches any of its obligations under this Agreement and such breach remains uncured thirty (30) days after notice thereof. If the County breaches the scope of the license to any part of the System as set forth in Section 7 or if the County's ADP drops below 75% of the ADP at the time this Agreement is executed, HomeWAV may terminate this Agreement immediately upon giving written notice to the County. b. Effects of and Actions upon Termination or Expiration. Upon termination or expiration of this Agreement, irrespective of the cause, the licenses granted by HomeWAV to the County shall terminate. The County shall take the following actions: (i) immediately cease and cause all of its users to immediately cease all access to and use of the System; (ii) and allow a HomeWAV authorized technician to remove the Equipment no later than (30) days following the termination or expiration date. In the event that any returned Equipment is not in good, working condition or any Equipment is not returned pursuant to this Section, the County will be liable for the replacement cost of such Equipment, and will remit payment in full upon demand by HomeWAV. c. Survival. Sections 11, 13115-18, 21-23, and 25-29 shall survive termination of this Agreement. 17. Agreement Documents. The attached exhibits and the Software Terms and Conditions are each made part of this Agreement and incorporated herein by this reference. This Agreement represents the entire agreement and understanding between HomeWAV and the County with respect to the subject matter hereof, and supersedes any other agreement or understanding, written or oral, that the Parties hereto may have had with respect thereto. No statements, representations, promises or inducements with respect to the subje ct matter by either Party or by any agent or representative of either Party which is not contained in this Agreement shall be valid or binding between the Parties. 18. Force Majeure. To the extent allowable by law, any delays or failures by either Party hereto in the performance of the obligations hereunder shall be excused if and to the extent such delays or failures are caused by occurrences beyond such Party's control (a "Force Majeure"), including, without limitation, acts of God, strikes or other labor disturbances, war, whether declared or not, sabotage, failure of the Internet, or any part or element thereof and/or any other cause or causes, whether similar or dissimilar to those herein specified, which cannot reasonably be controlled by such Party. 19. Governing Law. This Agreement shall be governed by the laws of the State of Washington, both as to interpretation and performance. 20. Independent Contractor. Each party acknowledges and agrees that HomeWAV and its employees (and any subcontractors it engages) serve as independent contractors and that the County shall not be in any manner responsible for any payment, insurance, or incurred liability. Nothing in this Agreement will create an employer - employee relationship, association, joint venture, partnership, or other form of legal entity or business enterprise between the Parties, their agents, employees, or affiliates. 6 i homewav / � h 21. Subcontractors. HomeWAV shall have the right, in its sole and absolute discretion, to use subcontractors to perform its obligations and exercise its rights hereunder. HomeWAV shall be responsible for all acts and omissions of its subcontractors as if such acts or omissions were performed by HomeWAV. 22. Notices. All notices under this Agreement must be in writing and given to the other Party at the address or email below. Delivery is deemed to occur: (a) on the third (3rd) business day after bringing mailed first class, prepaid, (b) upon delivery from a nationally recognized overnight courier service, (c) upon delivery if hand delivered, and (d) upon receipt of an automated verification of receipt if sent by email. Either Party may change its address and/or addressee for notices at any time with fifteen (15) days' prior notice to the other Party in accordance with the foregoing. HomeWAV: HomeWAV, LLC 1224 Fern Ridge Street St. Louis, MO 63141 County: Grant County Sheriff's Office 35 C Street NW Ephrata, WA 98823 23. Nondiscrimination and Non -Conflict Statements. HomeWAV agrees that no person on the grounds of handicap, age, race, color, religion, sex, or national origin, shall be excluded from participation in, or be denied benefits of, or be otherwise subjected to discrimination in the performance of this Agreement, or in the employment practices of HomeWAV. HomeWAV shall upon request show proof of such non-discrimination and shall post in conspicuous places available to all employees and applicants notices of nondiscrimination. 24. Warranties and Disclaimers. a. Services Warranty. HomeWAV warrants that it will perform the Professional Services, support and maintenance in a good and workmanlike manner using trained professionals, and that it will use commercially reasonable efforts to meet the performance terms in the Service Agreement. b. Disclaimers. EXCEPT AS PROVIDED HEREIN, THE SYSTEM AND ALL RELATED SERVICES IN THIS AGREEMENT ARE DELIVERED AND PROVIDED "AS IS" AND WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 25. Compliance with all Federal, State, and Municipal Laws. HomeWAV will comply with all applicable federal, state, and local laws, statutes, ordinances, and regulations in any manner affecting the provision of inmate communication, and shall ensure that its third -party subcontractors, if any, obtain any necessary permits prior to installation of the Equipment in the Facilities. 26. Assignment. Neither Party may assign this Agreement or any or all of its rights or obligations hereunder without the prior written consent of the other Party; provided, however, that HomeWAV may assign this Agreement to any of its subsidiaries or affiliates or to any entity that acquires all or substantially all of HomeWAV's assets and agrees to assume responsibility hereunder. None of the provisions of th is Agreement shall be construed to be for the benefit of or enforceable by any person or entity other than the Parties hereto and their successors and assigns. 27. Severability. If any provision of this Agreement is declared illegal, void, or unenforceable the remaining provisions shall not be affected but shall remain in force and in effect. 7 homewav Integrity. Innovation. Impact. 28. Supremacy. In the event of any express conflict between this Agreement and any schedule, Request -for - proposal ("RFP") response, or other non -binding proposal, the terms of this Agreement shall supersede any contradictory provisions or terms in the schedule, RFP response, or other non -binding proposal. 29. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original hereof and all of which, when taken together, will be deemed to constitute one and the same agreement. Signatures transmitted by facsimile or other electronic means will be deemed originals. 30. Authorization; Third Party Beneficiaries. Each person signing below warrants and represents that he/she has full power and authority to execute this Agreement on behalf of the Party he/she represents. There are no third -party beneficiaries to this Agreement. 31. Cooperative Servicing. Subject to HomeWAV's written approval, other County Board's Sheriff's Offices, Regional Jail Authorities, or Corrections Departments with the County's state may desire to obtain services as generally described in this agreement and may award a contract to HomeWAV, HomeWAV agrees to provide equivalent services to any such entities, subject to adjustments based on an entity's specific requirements. In witness whereof, the Parties hereto have caused this Agreement to be executed on the day and year first above written, to be effective as of the Effective Date. HOMEWAV, LLC By:----------------------------- Dated: Name: Morteza Sahebkar Title: Chief Executive Officer GRANT COUNTY (WA) SHERIFF'S OFFICE By°----------------------------- Dated: Name: Title: By: --- Name: Title: Dated: 8 omewav EXHIBIT A Initial Usage Fees Subject to automatic modification on April 6th, 2026, to comply with FCC regulations, the Facility's inmates shall be charged the following Initial Usage Fees: es vice RON Domestic Voice Calls $0.20 per minute International Voice Calls International Rate + $0.20 per minute Onsit-E-2, Video Calk No Cost Remote Video Calls $0.25 per minute Voice Messages (60 seconds) $0.40 Video M✓ssages (60 se-cond.S) Messaging Text $0.03 per, 10 charaCters Photo $0.25 GIF $0.10 9 homewav N , Inte city- ir'nov t¢ rl. Impact, EXHIBIT B Add -On Features At no cost to the County, HomeWAV will enable the following Add -On Features at the Facilities: • Law Library • Argus Investigation Platform • Free Attorney Calls • OneTRS • Background Filtering • Two free 10-minute voice calls per inmate per week (unused minutes disappear) 10 m�Mwnimnw✓.^..-0.. homewav Iritec EXHIBIT C Additional Equipment At no cost to the County, HomeWAV will provide and install the following additional Equipment (Final number to be determined after site survey): • Sixty (60) HomePAS Kiosks (Estimate) • Four -Hundred and Sixty (460) ComPAS Tablets for New Jail (Estimate) • Forty-two (42) 10-Bay Wall Chargers (Estimate) • Sixteen (16) 5-Bay Wall Chargers (Estimate) • Twenty -Two (22) Wireless Access Points (Estimate) Ill homewav y EXHIBIT D Software and Hardware Service level Agreement Purpose The purpose of this service -level agreement is to define service availability, priority levels, and response times. Service Availability Technical Support is available by phone, support ticket, and on -site. Phone support is available from 8 AM to 8 PM Central by calling (844)-842-9167. After -hour messages may be left and will be addressed the next business day, beginning at 8 AM. Technical support can be requested twenty-four hours per day, three hundred sixty-five days per year, by logging into your HomeWAV account and filling out a support ticket by clicking the Service Tickets tab. Onsite support is coordinated between the HomeWAV Technical Support Representative and Facility Contact to ensure escort availability. Definitions Priority 1 (P1): • A failure of 100% of the devices in any one area or 100% of the devices in the entire facility that prevents inmates from using voice, video, or messaging services. • A failure that renders the HomeWAV system completely inoperable. Priority 2 (P2): • A failure of 50% of the devices in any one area or 50% of the devices in the entire facility that prevents inmates from using voice, video, or messaging services. Priority 3 (P3): • An issue or request not meeting the P1 or P2 criteria. Response and Resolution Times P1 tickets will be responded to within sixty minutes of receiving the ticket. HomeWAV aims to resolve P1 issues within four hours of receiving that ticket. If the P1 ticket cannot be resolved remotely, HomeWAV will dispatch a local technician to troubleshoot and resolve the issue. A technical support representative will coordinate the technician's arrival time with the facility contact. P2 tickets will be responded to within sixty minutes of receiving the ticket. HomeWAV aims to resolve P2 issues within eight hours of receiving that ticket. If the P2 ticket cannot be resolved remotely, HomeWAV will dispatch a local technician to troubleshoot and resolve the issue. A technical support representative will coordinate the technician's arrival time with the facility contact. 12 homewav i5 P3 tickets will be responded to within sixty minutes of receiving the ticket. HomeWAV aims to resolve P3 issues within forty-eight to seventy-two hours of receiving that ticket. If the P3 ticket cannot be resolved remotely, HomeWAV will dispatch a local technician to troubleshoot and resolve the issue. A technical support representative will coordinate the technician's arrival time with the facility contact. Outages out of HomeWAV's control may delay resolution times. Such outages may include but are not limited to acts of God, internet, and power. Lack of facility escorts or access to HomeWAV equipment may delay resolution times. Warranty HomeWAV software warranty includes support, maintenance, scheduled updates, and scheduled upgrades. HomeWAV hardware warranty includes parts, equipment, labor, maintenance, natural disaster, and repair for everyday wear and defects. The HomeWAV hardware warranty may not cover damage due to abuse. 13