CAE HEALTHCARE S LEARNINGSPACE … AGREEMENT (FINAL).pdfCAE HEALTHCARE’S LEARNINGSPACE ENTERPRISE AGREEMENT CAE Healthcare Inc. LearningSpace Enterprise Agreement 2014 Page 2 of

CAE HEALTHCARE’S LEARNINGSPACE ENTERPRISE AGREEMENT

CAE Healthcare Inc. LearningSpace Enterprise Agreement 2014

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CAE HEALTHCARE CONFIDENTIAL

This LearningSpace Enterprise Agreement (together with any schedules attached hereto, this “Agreement”) is entered into

as of the Effective Date, defined as the later date on which the last of the Parties has signed this Agreement as set forth in

the dates below, between CAE Healthcare, Inc., a Delaware corporation with a mailing address of 6300 Edgelake Drive,

Sarasota, Florida 34240 (“CAE Healthcare”), and Board of Trustees of Community College District No. 508 a//k/a

City Colleges of Chicago, with a mailing address of 226 W. Jackson Blvd, Chicago, IL 60606 (“Customer”).

This Agreement shall govern the sale, software licensing, support and maintenance services, and installation of CAE

Healthcare’s LearningSpace Enterprise system (“LearningSpace”) to the Customer. All Appendices to this Agreement

listed hereafter are incorporated as if written at length herein:

Appendix A: LearningSpace Software License Terms

Appendix B: LearningSpace Support and Maintenance Terms

Appendix C: Sample Installation Certificate

Appendix D: City Colleges of Chicago Vendor Addendum

1. License

In consideration for the Payment described in Article 6 herein, CAE Healthcare hereby grants to the Customer a non-

exclusive, non-transferable, perpetual license to the LearningSpace Software Product, and Customer hereby accepts the

right to use the Software Product as governed by the LearningSpace Software License Terms set out in Appendix A. This

license shall permit Customer to connect up to four (4) patient simulators to Customer’s LearningSpace Enterprise

System. Customer shall be required to purchase additional hardware and software licenses if Customer wishes to connect

more than four (4) patient simulators to Customer’s LearningSpace Enterprise System.

2. Support and Maintenance Services

In consideration for the Payment described in Article 6 herein, CAE Healthcare shall provide Customer software and

system maintenance (“Support and Maintenance Service”) in accordance with LearningSpace Support and Maintenance

Terms set out in Appendix B.

3. Purchase Orders

Pursuant to written purchase orders (each, a “Purchase Order”) issued on an as-needed basis, CAE Healthcare shall sell

LearningSpace to Customer. All orders placed with CAE Healthcare for LearningSpace shall be subject to acceptance by

CAE Healthcare. CAE Healthcare shall not be liable for any damages to Customer or to any other person for CAE

Healthcare’s failure to fill any orders or error in filling any orders for any reason whatsoever. If orders for the Products

exceed CAE Healthcare’s available inventory, CAE Healthcare shall allocate such available inventory on a basis that CAE

Healthcare, deems equitable, subject to Customer’s approval, which will not be unreasonably withheld.

4. Title

LearningSpace is comprised of both (i) hardware (“Hardware”), and (ii) computer software applications, associated

media, printed materials, related product documentation (“Software Product”).

Customer acknowledges that, upon full and final payment of the Price, as defined in Article 5 herein, solely title to the

hardware shall transfer to Customer, as the Software Product is licensed and not sold to Customer. Customer agrees that

its use of the Software Product is governed by the terms LearningSpace Software License Terms set out in Appendix A.

5. Pricing

The purchase price for LearningSpace shall be as indicated in the quotation, which price includes hardware, license fees

for the Software Product, support and maintenance fee for initial year of service, installation and training when such

services are indicated on the quotation as being sold with the Product, as well as the price for any option offered and



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accepted to by Customer, including when applicable options for installation and training services (the “Price”). Written

quotations are valid for the number of days indicated within the quotation.

6. Payment

Payments shall be made in two (2) equal installments. Fifty percent (50%) of the purchase order total shall be due NET

30 days upon shipment of Hardware. The remaining fifty percent (50%) of purchase order shall be due NET 30 after

installation is complete, which is defined as the date on which Customer signs a certification confirming the completion of

installation by CAE Healthcare ( “Installation Certificate”) . Any payment received by CAE Healthcare after due date

shall be subject to a late payment charge not to exceed 1% per month (12% per year), or less, if required by applicable

law, until outstanding balance, including accrued late payment charge, is paid in full.

Any taxes upon production, sales, transportation, storage, or shipment of LearningSpace imposed by federal, state,

municipal or other authorities shall be added to the price and must be paid by Customer, regardless of whether said tax or

charge is included on the initial invoice to Customer. Tax Exemption Certificates for states into which LearningSpace is

being shipped must be on file with CAE Healthcare. Otherwise, all applicable state and local taxes will be charged. These

taxes will be shown on the invoice.

6.1 Maximum Fee

The Maximum Fee (total compensation) for services and equipment provided under this Agreement shall not exceed

$1,069,435.18 (One Million Sixty-nine Thousand Four Hundred Thirty-five and 18/100 Dollars), unless otherwise

approved by the Customer’s Board of Trustees.

7. Delivery and Risk of Loss

CAE Healthcare shall ship all orders F.O.B. Shipping Point within the United States. Upon receipt of acceptance of

Purchase Orders, CAE Healthcare shall notify Customer of expected delivery date of the Hardware. In addition, if

training is also indicated in the Purchase Order, CAE Healthcare and Customer shall agree on the dates for the training in

accordance with CAE Healthcare’s Training Policy, which can be found at caehealthcare.com. All training must be

scheduled and completed within nine months of its purchase date, or it shall be forfeited without refund.

CAE Healthcare shall use reasonable efforts to make deliveries of orders so accepted in accordance with the requested

delivery date, but CAE Healthcare shall not be liable for any damages to Customer or to any other person for CAE

Healthcare’s failure to fill any orders, or for any delay in delivery or error in filling any orders for any reason whatsoever,

whether or not the orders have been accepted by CAE Healthcare.

Loss or damage that occurs during shipping by a carrier selected by CAE Healthcare is CAE Healthcare’s responsibility.

Loss or damage that occurs during shipping by a carrier selected by Customer is Customer’s responsibility.

8. Installation

After acceptance of the Purchase Order, CAE Healthcare will provide the Customer with their LearningSpace installation

preparedness requirements (“Customer Installation Guide”). Customer shall be required to return a signed copy of the

Customer Installation Guide to CAE Healthcare at least ten (10) business days prior to the first day of scheduled on-site

installation.

If CAE Healthcare installation technicians arrive on-site on the scheduled installation date and find that the Installation

Preparedness Requirements have not been adequately met, therefore resulting in a delay of installation, Customer shall be

required to pay any additional costs associated with repeat visits that are deemed necessary as a result of the installation

delay, at a rate of $3,000.00 per day



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Upon completion of Installation, Customer shall sign the Installation Certificate, a sample of which is attached hereto as

Appendix C.

9. Limited Warranty

CAE Healthcare warrants to Customer that, commencing upon the first day of scheduled on-site installation, for one (1)

year thereafter or such longer term if Customer renews the Support and Maintenance Services (the “Warranty Period”) (i)

any Hardware shall substantially conform to the applicable CAE Healthcare specifications in effect, and be free of

defective materials or workmanship under normal use and service, (ii) all Services will be performed in a workmanlike

manner in accordance with industry standards, and (iii) Software Product shall comply with the warranty conditions set

forth in Appendix A. CAE Healthcare makes no warranty after the Warranty Period. This warranty only extends to the

original Buyer of the products. This Limited Warranty is not transferable.

EXCEPT SUCH AS IS EXPRESSLY SET FORTH HEREIN, CAE HEALTHCARE MAKES NO OTHER

WARRANTY, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT,

INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR

A PARTICULAR PURPOSE OR ANY OTHER WARRANTY OF ANY KIND RESPECTING ANY MAINTENANCE

SERVICES PERFORMED HEREUNDER OR ANY MATERIALS FURNISHED HEREUNDER. CUSTOMER

ACKNOWLEDGES THAT NO REPRESENTATIONS HAVE BEEN MADE EXCEPT THOSE MADE HEREIN.

This warranty is void if:(1) the product has been damaged by accident, natural disaster, or unreasonable use, neglect,

alteration, faulty or negligent installation, abuse, misuse or other causes not arising out of defects in material

workmanship; (2) Damage or defects due to handling by carrier or Customer or incurred during shipment, provided

shipment is not organized by CAE Healthcare, in which case, such damage s would be the liability of CAE Healthcare; (3)

the product labeling or CAE Healthcare’s name has been altered or defaced by Customer; or (4) the product has been

modified or repaired by the Customer, or any third-party not expressly authorized in writing by CAE Healthcare to

perform such modifications or repairs. Customer will indemnify and hold harmless CAE Healthcare, its officers,

employees, and agents for any costs of injury or loss of training time resulting from unauthorized repair or modification.

ALL SALES ARE FINAL. At the sole discretion of CAE Healthcare the exclusive remedy during the Warranty Period

of the Customer shall be repair of defective product or replacement of defective product with current version (or

configuration) of the identical or equivalent product. If CAE Healthcare determines that a defective product requires

repairs Customer shall return the defective product to CAE Healthcare facilities. ,. CAE Healthcare shall not replace

hardware which, through normal use, has met the expected lifetime of the product. Customer shall, within a reasonable

amount of time, return defective product to CAE Healthcare.

CAE Healthcare shall determine the End-of-life (“EOL”) for each hardware component under warranty, and shall not be

responsible for replacement as long as the LearningSpace Software continues to support such hardware components. In

the event the Customer must comply with an internal EOL requirement deadline, CAE Healthcare will provide the

Customer the option to purchase new hardware.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CAE HEALTHCARE

OR ITS SUPPLIERS BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY SPECIAL,

INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT

LIMITATION, DAMAGES FOR LOSS OF DATA, LOSS OF PROFIT, LOSS OF ACTUAL OR ANTICIPATED

REVENUE, CLAIMS OF CUSTOMERS FOR SERVICE INTERRUPTIONS AND ANY COSTS INCURRED IN

CONNECTION WITH ALTERNATE REPAIRS AND CORRECTION SERVICES. THE LIABILITY OF CAE

HEALTHCARE FOR ALL CLAIMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE SHALL NOT EXCEED

THE MAXIMUM FEE STATED IN SECTION 6.1.



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11. Indemnification

Each Party agrees to defend, indemnify and hold the other Party, its officers, directors, agents, employees, affiliates,

successors and assigns harmless for all losses, liabilities claims and expenses whatsoever, including attorneys fees, arising

out of any act or omission of the indemnifying Party (including its agents, employees, Students and other affiliated

persons and representatives) relating to, arising out of, or in connection with this Agreement and the services to be

provided hereunder.

CAE Healthcare shall defend and hold Customer harmless from and against any claim brought against Customer alleging

that LearningSpace infringes a United States patent or copyright, and shall pay all costs and damages finally awarded,

provided that CAE Healthcare is given prompt written notice of such claim and is given information, reasonable

assistance, and sole authority to defend or to settle the claim. CAE Healthcare shall not have any liability if the alleged

infringement is based on the use of the LearningSpace in combination with other products or devices not manufactured or

distributed by CAE Healthcare.

12. Termination

CAE Healthcare may terminate this Agreement, immediately upon written notice to the Customer, should the Customer

(a) attempt to, directly or indirectly, assign or transfer any of the rights granted to it pursuant to this Agreement without

CAE Healthcare’s prior written authorization, (b) disclose, in whole or in part, any confidential information, (c) uses the

Product otherwise than as authorized herein, or (d) is otherwise in breach of its obligations to protect the intellectual

property contained in LearningSpace. In addition, should Customer fail to comply with any other terms and conditions of

this Agreement and such failure is not cured within thirty (30) days after receipt of CAE Healthcare’s written notice, CAE

Healthcare may terminate this Agreement immediately.

13. Administrative Provisions

APPLICABLE LAW: This Agreement shall be governed by the laws of the State of Florida. Venue shall be in Sarasota

County, Florida. At CAE Healthcare's sole determination, CAE Healthcare may select an alternative forum, including

arbitration or mediation, to adjudicate any dispute arising out of this Agreement.

FORCE MAJEURE: Notwithstanding any provision herein to the contrary, neither Party shall be deemed to be in default for

failing to perform any of the obligations to be performed or provided pursuant to this Agreement if such failure is the

result of any act of God, inability to provide service due to Governmental action or any other event which is beyond such

Party’s reasonable control. Such Party will use diligent efforts to remedy such failure or interruption

ENTIRETY: This Agreement constitutes the entire agreement between CAE Healthcare and Customer superseding all

prior or contemporaneous understandings, agreements and correspondence between the Parties.

MODIFICATION: No provision of this Agreement shall be deemed waived, amended or modified by either Party unless the

waiver, amendment or modification is in writing and signed by each of the Parties to this Agreement.

WAIVER: No omission or delay by either Party at any time to enforce a right or remedy reserved to it or to require

performance of any of the terms of this Agreement at the times designated, shall be a waiver of such right or remedy to

which the Party is entitled, nor shall it in any way affect the right of the Party to subsequently enforce such provisions.

SEVERABILITY: If any one or more of the provisions of this Agreement is for any reason held invalid, illegal or

unenforceable, the remaining provisions of this Agreement will be unimpaired.

NOTICE: Any notice provided for in this Agreement shall be in writing and sent to the parties at the addresses stated in the

first paragraph of this Agreement (or to such other addresses as either party shall designate by notice to the other).

Healthcare CAE HEALTHCARE'S LEARNINGSPACE ENTERPRISE AGREEMENT

The parties have caused this Agreement to be signed by their respective duly authorized representative as of the dates set forth below their specti

CUSTOM CAE HEALTHCARE

:: •• Je~a, ~n~llm By:

Name: Charles R. Middleton

Date: Date: \0. ~ .. \.5

CAE Healthcare Inc. LearningSpace Enterprise Agreement 2014 Page 5 of13


APPENDIX A

LEARNINGSPACE SOFTWARE LICENSE TERMS


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The LearningSpace Software License Terms (“License Terms”), along with the terms set forth in the LearningSpace

Agreement, govern CAE Healthcare’s license grant to the Customer for the LearningSpace Software Product. By

installing, copying, downloading, accessing, or otherwise using the Software Product, the Customer agrees to be bound by

the terms herein.

1. License Scope

The License granted herein shall cover the LearningSpace software product, which includes the computer software,

associated media, printed materials, related product documentation, and any “online” or electronic documentation

(“Software Product”). Software Product also includes any modifications, updates, software development kits, application

program interfaces, or additions, which may be supplied to the Customer by CAE Healthcare, in object code or executable

form, in any medium, which may consist of a graphical user interface, physiological models, scenario process, data

acquisition and control devices, or patient scenarios, and which includes any related materials such as flow charts, logic

diagrams, manuals, and other documentation which may be provided to you by CAE Healthcare.

2. License Grant

CAE Healthcare grants Customer a non-exclusive, non-transferable, except as otherwise set forth herein, perpetual license

to use one copy of the Software Product under the terms and conditions stated herein. The Software Product may be used

on a LearningSpace server and may be accessed from an unlimited number of client workstation computers for the

purpose of accessing academic activities within Customer’s organization, and shall permit Customer to connect up to four

(4) patient simulators to Customer’s LearningSpace Enterprise System. Customer shall be required to purchase additional

hardware and software licenses if Customer wishes to connect more than four (4) patient simulators to Customer’s

LearningSpace Enterprise System.

3. License Restrictions

CAE Healthcare reserves all rights not expressly granted herein. Without limiting the generality of the foregoing,

Customer shall not nor shall Customer permit any other party to (i) reverse engineer, decompile, disassemble, or translate

any portion of the Software Product, except to the extent that such prohibitions are not permitted by applicable law, (ii)

make any modifications to the Software Product, (iii) create derivative works based upon the Software Product, (iv) rent,

lease, or lend the Software Product, or (v) remove any proprietary, regulatory, or safety notices of CAE Healthcare or

third parties found on the Software Product.

4. Ownership

The Software Product is and shall remain the exclusive property of CAE Healthcare. This license confers no title or

ownership in the Software Product and is not a sale of any rights in the Software Product. No license other than that

specifically stated herein is granted, and Customer shall have neither right to sublicense the Software nor any right under

any patent, trademark, copyright, trade secret or other intellectual property of CAE Healthcare other than that granted by

this Agreement.

The Software Produce provides Customer with the option of saving and reproducing the images, video, audio, and other

data created by such Customers (“Work”). In this regard, the rights, title and interests in and to such Work remain the

exclusive property of the Customer.

5. Intellectual Property

All title and intellectual property rights in and to the content that may be accessed through use of the Software Product

(including but not limited to any images, trademarks, service marks, photographs, animations, video, audio, music, text,

and “applets” incorporated into the Software Product) is the property of the respective content owner and may be

protected by applicable copyright, trademark, or other intellectual property laws and treaties.

6. Protection and Security

APPENDIX A



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Customer shall keep the Software Product (including archival copies, if any) in a secure environment and shall take all

steps reasonably necessary to protect the Software Product or any part thereof from unauthorized disclosure or release.

Any breach of this clause will cause irreparable harm to CAE Healthcare and that CAE Healthcare shall have the right to

obtain injunctive relief against any unauthorized use, disclosure, copying or transfer of any part of the Software Product.

7. Database Content

Customer agrees that the content entered by Customer into LearningSpace: (a) does not infringe on any third party's

intellectual property or proprietary rights, or rights of publicity or privacy; (b) does not violate any law, statute, ordinance

or regulation; (c) shall not be defamatory, trade libelous, threatening, abusive, pornographic or obscene; (d) shall not

contain viruses or other similar harmful or deleterious programming routines

8. Privacy

CAE Healthcare considers the content of all databases to be private and confidential. Except in the case that Customer

violates Section 7 above, CAE Healthcare will not disclose any data entered unless explicitly requested and authorized by

Customer or as required by law.

9. Promotional Use

Customer agrees to being recognized as a reference site on promotional materials and in professional presentations for the

Software Product.

10. Updates

These terms shall govern any Software Product update, upgrade, patch, or addition provided by CAE Healthcare that

replaces or supplements the original Software Product, unless such updates, upgrades, patch, or additions are provided

under a separate license agreement. Customer may use such updates or upgrades only in conjunction with the then-

existing Software Product licensed herein. The Software Product and all updates and upgrades are licensed as a single

product.

11. Transfer

Any transfer of the rights granted under this License shall not be permitted without the prior written consent of CAE

Healthcare. The License will automatically terminate upon any such unauthorized transfer of the Software Product.

Upon any transfer which has been consented to and therefore authorized by CAE Healthcare, Customer must deliver the

Software, including any copies and related documentation, to the transferee. The transferee must accept these License

Terms as a condition to the transfer.

12. Termination

The License Terms shall be in effect indefinitely until terminated by one of the parties or, in the case of evaluation

software, until Customer’s license to use evaluation software expires as designated by CAE Healthcare. Customer may

terminate the License Terms at any time by destroying all copies of the Software Product and corresponding

documentation and providing CAE Healthcare a written certification of such destruction. The License Terms will

terminate immediately without notice from CAE Healthcare if Customer fails to comply with any provision of this

agreement. Upon termination, Customer must destroy all copies of the Software Product and providing CAE Healthcare a

written certification of such destruction.

13. Export Requirements

Customer may not export or re-export the Software or any copy or adaptation in violation of any applicable laws or

regulations.

14. U.S. Government Restrictions

If the Customer of this Software Product is an instrumentality of the U.S. Government, then the rights conveyed with

respect to the listed software are those minimum rights identified in FAR 52.227-14 and/or DFARS 252.227-7013.

APPENDIX A



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15. LIMITED SOFTWARE WARRANTY AND DISCLAIMERS

CAE Healthcare supplies Software Product on its own behalf or as a licensed distributor of third party proprietary owners.

CAE Healthcare warrants that the Software Product will substantially conform to the applicable CAE Healthcare

specifications in effect at the date of installation and for a period that is consistent with the warranty offered or extended

with the system purchase. CAE Healthcare’s sole obligation under this warranty is limited to responding to the

Customer’s calls and to using commercially reasonable efforts to correct reported problems by supplying the Customer

with a corrected version of the Software Product.

TO THE EXTENT ALLOWED BY APPLICABLELAW, CAE HEALTHCARE DOES NOT WARRANT THAT

OPERATION OF ITS SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT FOR THE EXPRESS

WARRANTIES STATED ABOVE, CAE HEALTHCARE EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER

WARRANTIES, WHETHER EXPRESS, IMPLIED IN LAW OR OTHERWISE, TO THE FULLEST EXTENT

PERMITTED BY LAW, AND THE ABOVE WARRANTIES ARE IN LIEU OF ALL OBLIGATIONS AND

LIABILITIES ON THE PART OF CAE HEALTHCARE FOR DAMAGES ARISING OUT OF OR IN CONNECTION

WITH THE SOFTWARE, OR CUSTOMER’S USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION

ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR

PURPOSE.

APPENDIX B

LEARNINGSPACE SUPPORT AND MAINTENANCE TERMS


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The LearningSpace Support and Maintenance Terms (“Support Terms”), along with the terms set forth in the

LearningSpace Agreement, govern CAE Healthcare’s Support and Maintenance Services provided to the Customer for

LearningSpace. By agreeing to the LearningSpace Agreement, Customer is agreeing to the Support Terms stated herein.

1. SERVICE DESCRIPTION

The CAE Healthcare Support and Maintenance Services consist of supporting the hardware, software and supporting

infrastructure of the LearningSpace system.

2. SERVICE SUMMARY

CAE Healthcare Support and Maintenance Services include and cover

● Updates to the LearningSpace application.

● Updates to the server’s operation system and additionally installed applications by CAE Healthcare.

● Nightly backup of textual data of LearningSpace database.

● Proactive support service of daily review of system health report.

● Response to server, storage array, camera, or audio outages.

● Regular updates to the operating system and all installed additional software components.

● Selective data restoration from prior backups in the case of accidental data loss that was the result of an end-user

mistake.

● Access to LearningSpace phone support during business hours, as described in Article 5 below.

In the event that the Customer does not subscribe to Support and Maintenance Services, the Customer will not be entitled

to any of the support services described herein.

3. EXCLUSIONS

CAE Healthcare’s Support and Maintenance Services do not include or cover

● Support and updates of client computers used to access LearningSpace services.

● Solutions for hardware and network connection issues, as they are technically impossible to handle remotely

because of the physical constrains of remote access. However, CAE Healthcare actively participates in diagnosing

any such issues.

● Administrative Access to CAE Healthcare’s LearningSpace network.

4. CUSTOMER’S RESPONSIBILITIES

In order for CAE Healthcare to provide these Support and Maintenance Services, Customer will:

● Maintain network connectivity of servers.

● Maintain VPN access to servers.

● Assist CAE support team with replacing peripheral equipment.

● Notify CAE Healthcare of support issues via email.

5. ACCESS TO CUSTOMER SUPPORT

LearningSpace Concierge Services

The point of contact for LearningSpace users will be through CAE Healthcare LearningSpace Concierge Services.

Customers are encouraged to email [email protected] as this is the preferred method of contact for the

LearningSpace product.

Phone: 1-866-462-7920 (North America)

Phone: +49-6131-4950354 (EMEA)

Phone: +44 (0) 800-917-1851 (UK)

Email: [email protected]

mailto:[email protected]


APPENDIX B



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Service Support Hours

Customers can expect telephone support for the service to be available during regular business hours on weekdays

(exclusive of holidays). CAE Healthcare provides proactive support services by way of analyzing daily reports on all

LearningSpace devices; therefore, does not provide telephone support beyond the hours listed above (i.e. “24/7

Telephone Support”).

North American Time Zones

Eastern Standard (EST) hours: Monday - Friday, 8:00 AM-5:00 PM

Central Standard hours: Monday - Friday, 7:00 AM-4:00 PM

Mountain Standard hours: Monday – Friday, 6:00AM- 3:00 PM

Pacific Standard hours: Monday - Friday 5:00 AM- 2:00 PM

European Time Zones

Greenwich Mean Time (GMT) hours: Monday - Friday, 7:00 AM-4:00 PM

Central European Time (CET) hours: Monday - Friday, 8:00 AM-5:00 PM

Eastern European Time (EET) hours: Monday - Friday, 9:00 AM-6:00 PM

Outside of normal operating hours, additional telephone support can be schedule with a LearningSpace Customer

Support Representative, within reason.

Response Times

CAE Healthcare provides support within 24 hours of notification for critical issues and within 48 hours for non-

critical issues (excluding weekends and public holidays). In the event of a critical issue, the customer shall first

contact customer support via email [email protected]) followed by contacting telephone support.

Priority Level Descriptions

Critical: LearningSpace servers are inaccessible, LearningSpace is unable to record, or existing recordings are

inaccessible.

Medium: Defective peripheral equipment, user oversight which prevents program from functioning, or

product inconsistencies.

Low: Usability questions

6. SOFTWARE UPDATE PROCEDURE

CAE Healthcare’s Customer Support will notify customer of available system updates by email. Updates are scheduled

with the customer during approved times. Customer Support will adhere to the IT security guidelines dictated by the

customer’s institutional security protocol. Customer is responsible for ensuring that VPN access be provided during the

scheduled time frame for the software update. In addition, all servers need to be enabled and authorized to connect to all

Internet hosts on TCP ports 80, 443, 1194.

7. DATA BACKUP

As part of the Support and Maintenance contract, CAE Healthcare will provide nightly backups of the textual data (“Non-

Recorded Video”) from the LearningSpace database. This information will be transmitted nightly to a dedicated server

location at CAE Healthcare corporate office in Sarasota, Florida. The CAE Healthcare support team shall communicate to

the customer any problems encounter during the textual backup process.

Any non-recorded multimedia data, which includes user uploaded video, audio, image files (“Multimedia Data”), is

included in the offsite backup service. Video recorded data from LearningSpace encounters, including and recorded video,

patient monitoring, and physiology (“Recorded Data”) is not included in the offsite back up due to the size constraints of

the data. Customers are encouraged to purchase a failover solution from CAE Healthcare with redundant storage array or

use of local network attached storage (“NAS”).



APPENDIX B



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8. SECURITY

Customer must use strong passwords for all users accounts created in LearningSpace. Strong passwords are defined as

being having more than 8 characters, not matching standard “dictionary” definitions, and having at least 3 of the following

5 characteristics:

● 1 or more capital letters

● 2 or more numbers

● 1 or more punctuation marks

● 1 or more symbols

● Fewer than 3 of the same characters consecutively

9. Hardware Warranty

All Hardware associated with LearningSpace shall be warrantied as provided in Article 9 of the LearningSpace

Agreement. This coverage shall continue as long as the Support and Maintenance Service under this LearningSpace

Agreement is active and all payments are current.

10. CUSTOMER’S POINT OF CONTACT

Customer will provide at least one individual from the customer site maintain a subscription to the LearningSpace

LISTSERV, as this is CAE Healthcare’s primary means of informing LearningSpace users of important information. The

Customer is required to provide CAE Healthcare ([email protected]) a primary technical contact (name, email,

telephone number), and is responsible for keeping technical contact information up to date in the event of personnel

changes.

11. TERM

The initial term for Support and Maintenance Services shall be for one (1) year, beginning on the date of initial

installation of the LearningSpace system (“Initial Term”). Customer has opted to purchase two additional years of

Support and Maintenance Services at $139,202.00 (One-hundred Thirty Nine Thousand, Two Hundred and Two Dollars)

to cover years 2 and 3 on the two iStan simulators, three Lucina simulators, one METIman Prehospital simulator and the

LearningSpace Enterprise system. (See outlined cost in project deliverables section attached).

12. ANNUAL RENEWAL FEES AND PAYMENT

The annual support and maintenance fee for any Renewal Term (“Annual Renewal Fee”) shall remain the same price as

initially quoted for the first Renewal Term for up to four (4) subsequent renewal years. Annual Renewal Fees shall be

due annually on the anniversary of the initial date of installation (“Due Date”). CAE Healthcare shall submit a written

invoice to Customer for the Annual Renewal Fee at least thirty (30) days prior to the Due Date.

13. DELIVERY OF SERVICE

CAE Healthcare Support and Maintenance Services are provided using Internet connectivity of the Customer’s

LearningSpace system. Services are only available if and when LearningSpace components are available for remote

administration over the network, utilizing the tools and methods the Customer selected for remote access.

14. UPDATES AND ADDITIONAL PURCHASES

The Support and Maintenance Services shall cover services associated with any updates, or additions provided by or

purchased from CAE Healthcare that replace or supplement the original LearningSpace system, unless such updates or

additions are accompanied with a separate support and maintenance agreement. Any such update or addition shall be

covered through the end of the then-current Support and Maintenance Term only.

15. SUSPENSION OF SERVICES

In the event the Customer ceases to provide system connectivity to CAE Healthcare for greater than five (5) consecutive

days, support and maintenance services will be suspended until such connection is restored.

APPENDIX B



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16. TERMINATION OF SERVICES

CAE Healthcare may terminate Support and Maintenance Services for any of the reasons set forth in Article 13 of the

LearningSpace Agreement, or for any failure on the part of the Customer to pay any Annual Renewal Fees as set forth

herein.

Should CAE Healthcare fail to comply with any of its obligations with respect to the Support and Maintenance Services

outlined herein, and such failure is not cured within thirty (30) days after receipt of Customer’s written notice, Customer

may terminate such Support and Maintenance Services. In the event of such a termination, Customer will be entitled to a

prorated refund of the Annual Renewal Fee paid by Customer (i.e. for the period of time commencing on the date of

termination through the remainder of then-current Renewal Term).

Notwithstanding anything to the contrary herein, Support and Maintenance Services automatically terminate upon

termination of the LearningSpace Software License. In the event of termination of Support and Maintenance Services

alone, the rights and obligations of the Customer under the Software License Agreement shall continue.

APPENDIX C

SAMPLE LEARNINGSPACE INSTALLATION COMPLETION CERTIFICATE


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C:\Users\ggagliano\Desktop\CCC Contract\CAE Addendum.docx 1

Appendix D: VENDOR ADDENDUM

This Addendum is hereby incorporated and made a part of the Agreement between CAE

Healthcare and Board of Trustees of Community College District No. 508 (“Board”).

In addition to the terms and conditions set forth in the executed agreement between the parties,

the following terms and conditions also apply to this agreement:

a. Compliance with Laws During the Term, Company, at its sole expense, shall observe

and comply with all federal, state and local laws, rules, ordinances and regulations

related to this Agreement, including, but not limited, to the Illinois Public Community

College Act, the Board Bylaws, and the Board Policies and Procedures for the

Management & Government. Company shall also be responsible for compliance with

the City Colleges of Chicago Debarment Policy. The Board’s Bylaws and Policies and

Procedures can be found at http://www.ccc.edu/departments/Pages/Board-of-

Trustees.aspx. Company shall indemnify the Board for all losses and expenses,

including reasonable attorneys’ fees resulting from failure to comply with this

provision, including, but not limited to, any fines, penalties, or corrective measures.

b. MBE/WBE If applicable, unless waived by Board in writing, Company must expend at

least 25% of the Fee (including all modifications and amendments to it) with one or

more certified minority business enterprises (“MBE”) and at least 7% of the Fee

(including all modifications and amendment to it) with one or more certified women’s

owned business enterprises (“WBE”). The Company will adhere to any and all

reporting and other requirements as set forth in the Board's Minority and Women

Business Enterprise Contract Participation Plan, including but not limited to the

Company’s response to Schedule A of the plan on file with the Office of

Procurement Services. The Plan can be found at

http://www.ccc.edu/services/Pages/Become-a-Vendor.aspx Failure to comply with this

provision constitutes a material breach of this Agreement and may result in termination

of the Agreement and other remedies. Due to the nature of the services being

provided by Company, the Board has approved a waiver of this provision.

c. Payment Method and Term

i. Net 15 days or less- Board utilizes an electronic payment method leveraging

unique and secure cardless payment accounts which allows for placement of

funds for approved payment transactions on a Visa Single Use Account

(“SUA”) administered through U.S. Bank via the Payment Plus program.

ii. Net 30 days - Board utilizes Automatic Clearing House (“ACH”) as a method to

pay suppliers. This requires completion of a form indicating Bank routing and

account number information authorizing Board to deposit funds into Company

Bank account. CAE Healthcare’s payment terms are NET 30, FOB Shipping

Point.

iii. Net 60 days – Board will issue traditional checks to suppliers unable to accept

one of the preferred electronic methods.

http://www.ccc.edu/departments/Pages/Board-of-Trustees.aspx

http://www.ccc.edu/departments/Pages/Board-of-Trustees.aspx

http://www.ccc.edu/services/Pages/Become-a-Vendor.aspx

C:\Users\ggagliano\Desktop\CCC Contract\CAE Addendum.docx 2

d. Termination for Convenience. Notwithstanding Section d(ii) below, the Board may

terminate this Agreement, or any portion of the Services, at any time, upon five days

prior written notice to Company.

e. Contingent Liability Pursuant to Section 7-14 of the Illinois Public Community

College Act, all payments hereunder, including the Fee, shall be subject to the

appropriation and availability of funds of Institution. If funds are not appropriated by

the Institution for the Fee during any fiscal period after initial purchase, this Agreement

shall terminate, without need for notice, on the earliest of the last day of the fiscal

period for which sufficient appropriation was made or when the funds appropriated for

payment under this Agreement are exhausted. The Institution shall not be obligated to

make any payments in the event of non-appropriation after initial purchase.

f. Ethics Policy Company agrees to comply with the Board’s Ethics Policy with any

amendments adopted thereafter. A copy of the Board’s Ethics Policy can be found at

www.ccc.edu.

g. Inspector General Company shall have the duty to cooperate with the Board’s

Inspector General in any investigation conducted pursuant to the Inspector General’s

authority under Article 2, Section 2.7.4(b) of the Board Bylaws. A copy of the Board

Bylaws can be found at http://ccc.edu/departments/Documents/Bylaws.pdf

h. Insurance Throughout the Term, Company, at its own expense, shall provide and

maintain the following insurance coverage:

Workers Compensation and Employers Liability. Workers Compensation as

prescribed by applicable law, covering all employees who are providing the Services

and Employer’s Liability coverage with limits of not less than $1,000,000.00 each

accident or illness; and

Commercial General Liability. Commercial General Liability Insurance or equivalent

with limits of not less than $1,000,000.00 per occurrence, for bodily injury, personal

injury, and property damage liability. Coverage shall include the following: All

premises and operations, products/completed operations, separation of insured, defense,

and contractual liability (with no limitation endorsement); and

Automobile Liability. When any motor vehicles (owned, non-owned and hired) are

used in connection with work to be performed, the Company shall provide

Comprehensive Automobile Liability Insurance with limits of not less than

$1,000,000.00 per occurrence, for bodily injury and property damage; and

Fidelity, EPLI and Professional Liability (E&O). Professional liability insurance

covering errors, omissions or negligent acts must be maintained with limits of not less

than $1,000,000.00. Coverage must include contractual liability. When policies are

renewed or replaced, the policy retroactive date must coincide with, or precede, start of

work on this Agreement. A claims-made policy, which is not renewed or replaced,

must have an extended reporting period of two (2) years.

http://ccc.edu/departments/Documents/Bylaws.pdf

City Colleges of Chicago | Malcolm X College

1

RFP #MWJ1504 Project Deliverables

CAE Healthcare’s is proud to be selected by the City Colleges of Chicago as a partner in

simulation-based learning. As noted in the intent to award notice, the total cost awarded to CAE

Healthcare is as follows: $782,980 for patient simulators and $286,455.18 for the audiovisual

system.

CAE Healthcare’s initial project deliverables to Malcolm X College under RFP #MWJ1504 will

include the itemized lists below. This list is based on the Notice of Intent to Award sent to CAE

Healthcare and we have itemized the deliverables to ensure both parties have a clearly identified

statement of work. As indicated in the bid response form and CAE Healthcare’s proposal, all

CAE Healthcare patient simulators include a one-year support and maintenance plan.

Additional years are available for optional purchase as quoted in the bid response form.

PATIENT SIMULATOR DELIVERABLES

CAE Healthcare’s three-year price contract with City Colleges of Chicago will provide all

affiliated institutions a three-year price guarantee on future purchase of patient simulation

equipment and services at the following discounted rates:

Patient simulators: 5% off list price

Installation: 10% off list price

Training: 10% off list price

ITEM No.

Product Number

Item Description Commercial

unit price Unit Bid

Price

Qty Extended

Price

1 ISTAN-100 iStan Patient Simulator. Includes: wireless patient simulator, instructor’s laptop, Muse operating software, TouchPro wireless patient monitor, 6 patients, 14 Simulated Clinical Experiences (SCEs), 4 SCE development licenses, 4 CO2 canisters, mannequin tool kit, electronic user guide and 1 year standard warranty.

$68,000.00 $64,600.00

2 $129,200.00

2 SHIP-001D iStan Shipping & Handling $495.00 $495.00 2 $990.00

3 ISO-ISTAN iStan Installation & System Orientation by a CAE Healthcare technician $2,625.00 $2,362.50 1 $2,362.50

4 TRN-ISTAN03

iStan Onsite Education Course – Two days at customer’s site for up to 10 participants

$5,995.00 $5,395.50

1 $5,395.50

5 MFS-001 CAE Fidelis Lucina Maternal Fetal Simulator. Includes: wireless childbirth maternal simulator, birthing fetus, Leopold’s fetus, 2 abdomens (1 for delivery and 1 for prepartum and postpartum), static cervices, instructor’s wireless laptop, Muse operating software, TouchPro CTG monitor, 3 patient profiles, 10 Simulated Clinical Experiences, 4 SCE development licenses, electronic user’s guide and 1 year standard warranty.

$69,000.00

$65,550.00

3 $196,650.00

6 SHIP-001D Lucina Domestic Shipping & Handling $495.00 $495.00 3 $1,485.00

7 ISO-MFS Lucina Installation & System Orientation by a CAE Healthcare technician $2,625.00 $2,362.50 2 $4,725.00

8 TRN-MFS03

Lucina Onsite Education Course – Two days at customer’s site for up to 10 participants

$5,995.00 $5,395.50

1 $5,395.50

9 MMP-400 METIman Prehospital Patient Simulator. Includes: wireless patient simulator, wireless touchscreen remote laptop, TouchPro touchscreen

$43,600.00 $41,420.00

$41,420.00


2

display monitor, Muse operating software, 1 standard healthy adult patient, 4 Simulated Clinical Experiences, 4 SCE development licenses, drug library, electronic user guide and 1 year standard warranty.

1

10 CAS-001 Soft-sided mannequin case $1,985.00 $1,786.50 1 $1,786.50

11 MFX-100 FX Trauma Wound Kit $6,295.00 $5,665.50 1 $5,665.50

12 SHIP-001D METIman Domestic Shipping & Handling $495.00 $495.00 1 $495.00

13 ISO-MMP METIman Installation & System Orientation by a CAE Healthcare technician

$2,625.00 $2,362.50

1 $2,362.50

14 TRN-MMP03

METIman Onsite Education Course – Two days at customer’s site for up to 10 participants

$5,995.00 $5,395.50

1 $5,395.50

Total $403,328.50

AV SYSTEM DELIVERABLES

Please note, as stated in CAE Healthcare’s best and final offer, the 25% discount offered on the

LearningSpace audiovisual system and components below is a special offer that will not apply to

the three-year term of this contract. As noted in the best and final offer, for future purchases of

LearningSpace hardware a 13% discount will be extended under the three-year term of this

contract.

ITEM No. Product

Number Item Description

Commercial unit price

Bid unit price (25%

discount)

Qty Extended

Price

1 LSE-001 LearningSpace Enterprise. Includes 42U enclosed equipment rack, application server, two video capture servers to support first 20 cameras, 12TB storage array, 3 (qty) Netgear 48-port PoE switch, installation, UPS APC 2200VA 120V, three-day onsite training and first year support and maintenance to include free training courses at CAE Healthcare.

$186,790.00

$140,092.50

1 $140,092.50

2 ACC-LSE02

Simulator Data Capture Server. Provides capacity for LearningSpace to support 10 additional simulators. Software licenses required for simulators #2-11. First year support included for server.

$10,000.00 $7,500.00

2 $15,000.00

3 ACC-LSE03

LearningSpace Video Capture Server. Provides capacity for up to 10 additional video feeds with LearningSpace Enterprise.

$15,000.00 $11,250.00

2 $22,500.00

4 ACC-LSE01

Software license for additional simulator supported by Simulator Data Capture Server.

$5,000.00 $3,750.00

11 $41,250.00

5 ACC-LSE11

LearningSpace digital audio kit $776.26 $582.20

39 $22,705.61

6 ACC-LSE18

LearningSpace wireless bridge to connect CAE HC simulators $160.68 $120.51

6 $723.06

7 ACC-LSE21

Digital fixed HD camera $584.00 $438.00

28 $12,264.00

8 ACC-LSE51

Optical PTZ HD camera $1,600.00 $1,200.00

11 $13,200.00

9 ACC-LSE54

Simulator display capture kit to connect non CAE HC simulators $2,700.00 $2,025.00

9 $18,225.00

10 SHIP-001D

LearningSpace Shipping & Handling $495.00 $495.00

1 $495.00

Total $286,455.18


3

ADDITIONAL 2 YEARS WARRANTY

The additional 2-year warranties quoted below reflect CAE Healthcare support and

maintenance cover for Years 2 and 3 on the following: 2 iStan simulators, 3 Lucina simulators, 1

METIman Prehopsital simulator and the LearningSpace Enterprise system.

ITEM No.

Product Number

Item Description Unit Bid

Price

Qty Extended

Price

1 SWAR-006 iStan Multi-Year Premier Plus (unit price per year, per simulator). $7,250.00 4 $29,200.00

2 WAR-MFS04

Lucina Multi-Year Premier Plus (unit price per year, per simulator) $7,329.00

6 $43,974.00

3 SWAR-008 METIman Multi-Year Premier Plus (unit price per year, per simulator). $4,514.00 2 $9,028.00

4 WAR-LSE03

LearningSpace Annual Support and Maintenance Multi-Year Renewal – 2-year plan

$28,500.00 2

$57,000.00

Total $139,202.00