STATEMENT_OF_WORK.rtf

STATEMENT OF WORK – SERVICE CONTRACTS

This Statement of Work (“SOW”) defines the requirements, scope of work, and deliverables for the Hill Rom NaviCare Nurse Call (“NNC”) Software Maintenance Contract (see PROGRAM A) and (b) Extended Service Agreement Contract (see PROGRAM B) (the “Service Contracts”). Only those Service Contracts set forth in the Hill-Rom proposal attached hereto (“Proposal”) are included in this Scope of Work.

Government-Furnished Equipment/Services. Customer will provide remote access to Hill-Rom to support the performance requirements of this agreement. Customer shall be responsible to provide and maintain its own virus protection software.

Security. Hill-Rom will not have routine access to the end users site or systems as part of this Agreement. However, to the extent security clearance and background investigation of Hill-Rom’s employees is a requirement; Hill-Rom will work with Customer to attain the necessary clearance.

Out of Scope Services. Any goods or services provided outside of the explicit scope of those set forth in this SOW are billable at Hill-Rom’s current fee for service rates with a 4 hour minimum. Such rates are inclusive of travel and meals. Travel and labor for field service technicians or network engineers performing services on Customer’s premises are not covered by this SOW, and will be billable at Hill-Rom’s standard rates. Labor required for installation of software updates will also be billable at standard rates where an SMA is in force. Quality, safety and preventive maintenance (PM's) will be provided in accordance with the manufacturers recommendations, during the PCH and will be billable at standard rates at the Customer’s request. Hill-Rom will obtain prior approval from the COTR and issue a separate purchase order, prior to performing any billable service work. Hill-Rom will contact Customer’s Biomedical Department prior to performing on site support services at Customer’s facility.

IN NO INSTANCE SHALL THE CONTRACTOR PROCEEED WITH WORK OUTSIDE THE CURRENT SCOPE OF THIS CONTRACT/INCREASE THE COST OF THIS CONTRACT WITHOUT GOVERNMENT APPROVAL TO USE OF EXISTING CONTRACT CLIN FOR MAJOR REPAIRS, OR IN THE ABSENCE OF SUCH A CONTRACT CLIN, RECEIPT OF BILATERAL SIGNED MODIFICATION TO THE CONTRACT OR MUTUAL AGREEMENT BY BOTH PARTIES TO AN ALTERNATIVE

CONTRACT/PAYMENT ARRANGEMENT (I.E. SEPARATE CONTRACT OR PAYMENT BY

GOVERNMENT COMMERCIAL PURCHASE CARD (GCPC)). THIS INCLUDES ANY SURCHARGE,

AFTER HOURS EMERGENCY SERVICE, OR ANY OTHER CHARGES/COST THAT ARE OUTSIDE

THE CURRENT BASIC OR MODIFIED CONTRACT PRICE.

Service Warranty. Hill-Rom warrants that the Services, provided hereunder, shall be performed in a professional manner, in accordance with industry standards. If Hill-Rom receives notice of defects in the Services Hill-Rom shall re-perform said Services.

Documentation. A documentation package acceptable for Joint Commission purposes will be maintained by Hill-Rom and made available to Customer. The documentation package will describe work performed under this Agreement.

Definitions. As used in this Statement of Work, the following capitalized terms have the following meaning:

PROGRAM A – SOFTWARE MAINTENANCE CONTRACT

Software Maintenance Contract. The NNC Software Maintenance Contract (“SMA”) offers support services for the Supported Versions of the NNC Licensed Software . Support services include software updates in the form of Minor Releases, Major Releases and remote technical assistance. Pricing for the NNC SMA program is calculated annually based upon the NNC licenses installed and the service period covered (“Coverage Period”) as set forth in the Hill-Rom proposal (“Proposal”) attached hereto. NNC system licenses may be added or deleted from the scope of this agreement as needed upon notification by the Contracting Officer (to be documented in writing via contract amendment). Customer acknowledges that adds, moves and deletions may change the pricing set forth in the Proposal.

Hours. Principal coverage hours (PCH) are 8:00 am to 6:00 pm, Monday-Friday (EST), excluding holidays.

Updates. Hill-Rom shall provide to Customer, Updates to the Licensed Software as they are made generally available. Hill-Rom shall also provide telephone assistance for the implementation or installation of Updates. Services related to the installation or configuration of Major Releases requiring on-site support shall be provided to Customer at the then current services rate.

Remote Technical Assistance. Hill-Rom shall furnish technical telephone support on issues relating to the NNC System. Hill-Rom will provide remote diagnosis and repair assistance via a networked connection to the NNC system during PCH. Outside of PCH, coverage is provided through on-call rotation 24x7x365 for remote telephone support. To report any NNC system deficiency, Customer’s designated representative shall contact Hill-Rom’s Technical Support Center at 800-445-3720 and describe the deficiency with sufficient specificity to ensure Hill-Rom may identify, verify and/or replicate the problem. Hill-Rom’s Technical Support team will attempt to troubleshoot and solve software issues remotely. Hill-Rom shall use commercially reasonable efforts to correct any reproducible and material error in the system software. A Hill-Rom Technical Support Representative will access Customer’s NNC system via remote access (if available), using the intelligent device management (IDM) tool (hereinafter “Hill-Rom Remote Services”). Customer acknowledges and agrees that Hill-Rom may utilize the Hill-Rom Remote Services tool, which may monitor Customer’s NNC systems, NNC system events and conditions via remote access through a secure 443 port using 128-bit (or higher) SSL encryption. Without a network connection, Hill-Rom will still attempt to provide remote telephone support but corrective actions may be reduced or may require on-site support at the current billable rates.

5. Exclusions. Hill-Rom shall not be responsible for correcting errors not attributable to the NNC system or NNC software.

PROGRAM B – EXTENDED SERVICE AGREEMENT CONTRACT

Extended Service Agreement (“ESA”). The ESA provides warranty coverage for certain Hill-Rom Provided Components, and offers additional on-site labor for both the Licensed Software and certain Hill-Rom Provided Components.

Hill-Rom Provided Components. Hill-Rom warrants that the Hill-Rom Provided Components will perform substantially in accordance with the published specifications and Documentation and be free from manufacturer’s defects for the duration of this ESA. Hill-Rom provided Components covered under this ESA include servers, monitors, bed connectors, pillow speakers, POE switches, call cords, cabling, audio devices, dome lights, RCBs, RLRs and call switches LCDs and any other Hill-Rom Provided Components (except CenTrak Equipment) excluding consumable products such as badge batteries which is ninety (90) days from the date of original shipment.

Labor - Repair/Replacement. Hill-Rom’s obligations under the ESA are expressly limited to repairing or replacing, within the ESA coverage, those Hill-Rom Provided Components that, in the reasonable discretion of Hill-Rom, are found to be non-conforming. Where necessary, labor associated with repair or replacement of the Hill-Rom Provided Components is also provided while under an ESA coverage. Hill-Rom Provided Components that do not materially conform to Documentation must be returned to Hill-Rom immediately. Customer must contact Hill-Rom Technical Support at 800-445-3720 and request a return material authorization (“RMA”) number, in order to initiate a return.

Warranty Exclusions. Hill-Rom will not provide any warranty services with respect to the following:

Customer supplied products;

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Customer’s failure to purchase software maintenance;

Neglect, misuse or improper use, management or supervision of the Product, including but not limited to the use of improper supplies and accessories with the components;

Any causes external to the Product that adversely affect the operability or serviceability of the Product including, but not limited to fire, water, wind, lightning earthquake (or other acts of God) and the failure to provide adequate electrical power, air conditioning or humidity control;

Use of the Product for purposes other than for which it was designed;

Use of the Product with software other than the Hill-Rom Provided Software or with hardware other than the Hill-Rom Provided Components; or Unauthorized relocation of the Product by Customer prior to re-certification by Hill-Rom.

The warranty herein does not apply to Products that do not function in accordance with or conform to written specifications and/or documentation due to Customer supplied products. The Products shall not be considered non-conforming or otherwise defective due to functionality or inter- operability issues that arise by reason of Customer supplied products.

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