Statement of Work

Table of Contents

EXECUTIVE SUMMARY			3
1. SCOPE OF WORK			3
1.1 Services to be delivered			3
1.2 VCPI Responsibilities			3
1.3 Client Responsibilities			3
1.4 Assumptions			3
1.5 Change Management			4
1.6 Other Conditions and Exceptions			4
1.7 Service Level Agreement(s) (SLA)			4
1.8 Deliverables			4
2.1 Pricing Sheet			17
2.2 Contract Term			18
2.3 Method of Payment			18
ATTACHMENT A: CLIENT SOFTWARE DECLARATION			19
Hosted Software Schedule			20
Client License Terms			22
ATTACHMENT B: CHANGE MANAGEMENT PROCESS			26
ATTACHMENT C: SERVICE LEVEL AGREEMENTS			27
ATTACHMENT D: SITE LISTING			29
ATTACHMENT E: STANDARD RATE SCHEDULE			30

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		Statement of Work

Executive Summary

VCPI is pleased to present this Statement of Work (SOW) defining the services to be provided to Assisted Living Concepts (Client). It is the goal of both organizations to reduce the total cost of ownership for information technology for Assisted Living Concepts. VCPI believes that by providing the services outlined in this SOW we can enable Assisted Living Concepts to benefit from a more stable information technology environment and to increase focus on providing quality care to its residents.

This Contract is entered into pursuant to the Master Technology ServicesStandard Provisions Agreement (Master Agreement) between VCPI and Assisted Living Concepts (Client), the terms and provisions of which are hereby incorporated herein by this reference as fully as though set forth herein. This Statement of Work replaces and supersedes any prior Statement of Work, however titled, between the parties.

1.		Scope of Work
1.1		Services to be delivered
		Recurring Services

			Co-Location/Hosting Services
			Client Support Services Limited Scope
			Telecommunication Services

Non-Recurring Services as needed

			Service Desk Call Escalation
			Field Support Services
			Facility Implementation Services
			IT Consulting Services
			Procurement Services
			Software Rental Services

1.2

VCPI Responsibilities

			Provide an Account Manager to serve as the communication focal point between Client and VCPI.
			Provide reasonable notification to Client of planned changes to the VCPI network or hosting environment that could potentially impact Client.

1.3

Client Responsibilities

			Provide an individual to serve as the focal point for communication between Client and VCPI.
			Client-owned hardware and software maintenance will be the responsibility of the client.
			Disaster recovery costs for client-owned hardware with third-party vendor(s) will be the responsibility of the client.

1.4

Assumptions

			Software that is being hosted and supported by VCPI is at a level that is supported by the manufacturer.
			Client will not have access to the VCPI data center. Any access needed for client will be in the presence of a VCPI employee and will need to be pre-approved with the Director of Production Services 24-hours prior to time access is needed.
			All non-recurring fees are subject to VCPI quarterly rate changes.

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		Statement of Work

All fees are subject to annual price increase provisions not to exceed 10% of prior Fee/Unit.

1.5

Change Management

			Changes to this Scope of Work will be managed utilizing the Change Management Process defined in Attachment B.
			Additional recurring quantities and services may be added to this SOW by means of the Statement of Work Addendum. Any additional recurring quantities and services added 6 months after the effective date of this SOW will cause the term on this SOW to be extended by 12 months.

1.6

Other Conditions and Exceptions

			In the event of software manufacturer (beyond the control of VCPI) or regulatory changes requiring architectural or infrastructure changes, VCPI reserves the right to adjust fees by a reasonable amount.
			In the event VCPI resources are required to address situations clearly caused by the Client or any party acting on behalf of the Client, they will be billed at the Time & Materials rate with no Service Level Agreement (SLA) guarantees.

1.7

Service Level Agreement(s) (SLA)

			The service levels agreed to between VCPI and Client are contained in Attachment C.
			SLA attainment is dependent upon Client Requirements/Assumptions identified within each deliverable being met.

1.8

Deliverables

Co-Location/Hosting Services (150)

Production Services Application Hosting (150.1)

Overview

			VCPI will host up to five (5) applications on the Client Software Declaration (Attachment A) on a Citrix Metaframe distribution model.
			Additional fees will be charged for every hosted application above the five (5) included in the Application Hosting base offering.
			VCPI supports applications certified to work in a Microsoft operating system (Windows 2000 and later) with a terminal services topology.
			Applications will be available 24x7x365 with the exception of scheduled maintenance windows which will be communicated and coordinated with advance notice.
			Client will not have access to the VCPI data center. Any access needed for client will be in the presence of a VCPI employee and will need to be pre-approved with the Director of Production Services 24-hours prior to time access is needed.

Hardware Provided by VCPI

			Application, database and access server hardware.
			Data center networking hardware.
			Storage and application backup hardware.
			Maintenance of provided hardware including hardware lifecycle management.

Software Provided by VCPI

			Server and network operating systems.
			Systems management, network management and storage hierarchy management software.
			Application server security solutions.

Services Provided by VCPI

			Routine server and network administration.
			Server and network monitoring, troubleshooting.
			System recovery in the event of failure of hosted system(s).
			Daily backup of user and application data on hosted systems.
			Offsite archival of backed up data.
			Microsoft security management.

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		Statement of Work

Messaging

	o		Hosted Email system is using Microsoft Exchange platform.
	o		Highly redundant and highly available solution.
	o		VCPI supports MS Outlook, Citrix access and MS Outlook Web Access (OWA).
	o		Mobile messaging via MS Windows Mobile or Blackberry technology available.
	o		Environment backup up daily.
	o		Anti-Spam solution available.
	o		Mailbox/Email restoration available.
	o		Email Archiving available.

Data Storage

	o		Highly redundant file systems for high availability.
	o		Network attached systems available for hosting business data.
	o		SAN (Storage Area Network) attached database environment.
	o		Environment backup up daily.
	o		On site MS SQL database expertise.

Client Requirements and Assumptions

Hardware

			Client provides all application, database and access server hardware and is responsible for any maintenance of the hardware.
			Client provides personal computers and networking devices (or other VCPI-approved devices) configured for access to the VCPI network using TCP/IP.
			Any applications that require additional hardware resources or do not conform with standard hardware configurations could be an additional expense for clients