N0012419Q0270_N0012419Q0270.doc

Section SF 1449 - CONTINUATION SHEET

INSTRUCTIONS FOR PREPARATION OF QUOTATIONS

Offerors shall submit a completed Request for Quote (RFQ) (Form SF1449) before the time and date in block 8 to the address in block 9 of the RFQ. A completed RFQ may be faxed to 401-841-3453 or emailed to robert.allcock@usnwc.edu to meet the deadline in block 8.

· Page 1: Complete Block 17a. Sign box 30a and complete boxes 30b and c.

· Pages 4-5: Enter the dollar amount of your quote for Items No 0001- 0003.

· Page 4: ATTACHMENT 1 begins.

· CLAUSE: 52.209-11 REPRESENTATION BY CORPORATIONS REGARDING DELINQUENT TAX LIABILITY OR A FELONY CONVICTION UNDER ANY FEDERAL LAW (FEB 2016) Complete the section highlighted in yellow on page 28.

Clause 52.212-3 (ALT I) OFFEROR REPRESENTATIONS AND CERTIFICATIONS--COMMERCIAL ITEMS (OCT 2018) ALTERNATE I (OCT 2014) – Complete the three sections highlighted in yellow on pages 35, and 45.

Contractors are required to have a DUNS Number and CAGE Code in order to facilitate electronic payment of invoices. These invoices shall be submitted through Wide Area Work Flow (WAWF), the government system for electronic payment. Information is available at the following sites – https://www.sam.gov for DUNS and CAGE Code https://wawf.eb.mil for invoicing through WAWF (now called iRAPT)

Questions arising from this solicitation shall be directed to robert.allcock@usnwc.edu. No phone calls please.

INTENT TO AWARD SOLE SOURCE

The Naval Leadership and Ethics Center (NLEC), Naval War College has a requirement to purchase the License, Training materials, and certification to become a Certified Practitioner of Emotional Quotient Inventory 2.0 (EQ-i 2.0®) Emotional Quotient-360 2.0 (EQ-360 2.0®). Under the authority of 10 USC 2304(c) (1) pursuant to FAR 13.106-1(b)(1)(i), the product or services needed by the agency are available from only one responsible source or only from a limited number of responsible sources and no other type of property or services will satisfy the needs of the agency. A determination not to compete this proposed contract is based on market research and is solely within the discretion of the government.

As evidenced in the sole source justification provided by the requiring activity, NLEC utilizes the EQ 360 as a multi-rater measure of emotional intelligence (El) which is designed to provide the leader with a complete 360 degree review of their emotional and social functioning. The report combines a self-evaluation of El with that of the raters, peers, direct reports, and others, which provides a rich understanding of the leader's El capabilities. EQI-2.0 nests into the EQ-360 tool. The proprietary data is the EQI-360 and EQI-2.0 tools copyrighted and delivered by MHS, Inc. MHS, Inc is the only responsible and quickly responsive source that will satisfy the NLEC requirements in accordance with FAR 6.302-1 "Only one responsible source and no other supplies of services will satisfy agency requirements."

The Contractor identified is MULTI-HEALTH SYSTEMS INC. The period of performance will be 23 September 2019 to 22 September 2020, with two option years.

The NAICS code is 511199 and the small business size standard is 500 employees.

All responsible sources may submit a proposal, capability statement or quotation which shall be considered by the agency.

EQi CERTIFICATION LICENSE

FFP

License Fee, Training materials, and certification to become a Certified Practitioner of Emotional Quotient Inventory 2.0 (EQ-i 2.0®) Emotional Quotient-360 2.0 (EQ-360 2.0®) as outlined in attachment 1.

Period of performance 23 September 2019 to 22 September 2020.

FOB: Destination

MILSTRIP: N0012419RC1J171

PURCHASE REQUEST NUMBER: N0012419RC1J171

PSC CD: 7030

NET AMT

FFP

EQi Maintenance Fee and License Fee

Period of Performance: 23 September 2020 to 30 September 2021.

FOB: Destination

NET AMT

FFP

EQi Maintenance Fee and License Fee

Period of Performance: 23 September 2021 to 30 September 2022.

NET AMT

EQ-i 2.0® and EQ-360 2.0® Trainer Agreement

a corporation duly organized and existing under the laws of the Province of Ontario, Canada, having offices at 3770 Victoria Park Avenue, Toronto, ON, M2H 3M6, Canada

with a principal place of address at 440 Meyerkord Ave, Newport, RI, 02841, U.S.A.

Background:

MHS is in the business of publishing and distributing assessment materials for professional use on a worldwide basis and providing training and certification for the appropriate use of such materials;

Licensee has successfully completed MHS' Qualified Trainer Certification Program and wishes to train and certify qualified individuals to administer the Test;

MHS wishes to ensure that the Test is used only under appropriate professional auspices and controls and that individuals be properly trained and qualified to administer the Test; and

MHS desires to grant to Licensee and Licensee desires to accept from MHS the right to train and certify users in the appropriate use of the Test under the terms and conditions of this Agreement.

Intending to be legally bound, MHS and Licensee agree as follows:

1.

DEFINITIONS The following definitions will apply to this Agreement.

1.1 “Certificate” means a certificate issued and supplied by MHS certifying that a candidate has successfully completed the Certification Program.

1.2 “Certification Program” means a training program which trains and certifies individuals in the appropriate techniques for administering, Scoring, interpreting, giving feedback, and developing strategies for enhancing EQ.

1.3 “Certified Practitioner” means an individual who has successfully completed the Certification Program and received a Certificate.

1.4 “Confidential Information” means the Test and all of the confidential, secret or proprietary information, materials and data related to Tests and individual Test Takers, including Research Materials, in whatever form or medium, whether disclosed directly or indirectly, and includes but is not limited to, all copies and reproductions of such information, in whole or in part, and all summaries, analyses, compilations, studies, notes and other records which contain, reflect or are generated from such information.

1.5 “License Fee” has the meaning ascribed to it under Schedule I.

1.6 “MHS Trainer Certificate” means a certificate issued and supplied by MHS certifying that a candidate has successfully completed a Trainer Certification Program.

1.7 “MHS Brand Identity Guidelines” means a set of rules regarding visual elements of an MHS brand, including but not limited to, colour, design, logotype, name, and symbol.

1.8 “Qualified Trainer” means an individual or company (including without limitation a sole proprietor, corporation, joint venture, or partnership) subject to Section 3.4, who has successfully completed the Trainer Certification Program.

1.9 “Scoring” means the administration of a Test and the scoring, interpretation and reporting on the results for, an individual Test Taker. Scoring of the Test can be effected by means of any MHS owned and/or approved scoring methods and reporting platforms.

1.10 “Territory” means all employees of Licensee WORLDWIDE . For greater clarity, any employee of Licensee with a valid Naval Leadership and Ethics Center issued email address, namely XXXX.XXXX@nlec.usnwc.edu or XXXX.XXXX@navy.mil.

1.11 “Test Taker” means individuals who are assessed using the Test.

1.12 “Test” means collectively all assessment materials published by MHS, in any form or medium, including without limitation, Test items, normative data, technical and administrative manuals, clinical interview materials, rating criteria, Scoring templates, Scoring algorithms, patterns and directions, score conversion tables, rating criteria, Scoring software, printed profile and interpretative reports and numerical and graphic data relating to the Test. “Tests” refers to all versions of the Test including the original version published by MHS and any translation, standardization and adaptations thereof.

1.13 “Trademark” or “Trademarks” means the trademarks, service marks, logos and trade names used from time to time by MHS in connection with its business and with the Test.

1.14 “Trainer Certification Program” means a program administered and delivered by MHS to train and certify Qualified Trainers for the delivery of Certification Programs.

1.15 “Training Materials” means materials developed by or for MHS for the Training and Certification of individuals in the proper use and administration of the Tests.

2.

GRANT OF RIGHTS

2.1 License Grant. In consideration of Licensee's payments under Schedule I, MHS hereby grants to Licensee, subject to the terms and conditions of this Agreement, a non-exclusive , non-transferable, non-divisible License, without the right to sublicense such rights during the Term, to promote and deliver in the Territory Certification Programs using the Training Materials for the following:

· Emotional Quotient Inventory 2.0 (EQ-i 2.0®)

· Emotional Quotient-360 2.0 (EQ-360 2.0®)

3.

PROCEDURES & STANDARDS

3.1 Certification Program. All expenses relating to marketing and promotion and delivery of the Certification Program, including without limitation, the registration of participants, facility costs, equipment costs, refreshment costs and facilitator costs shall be borne by Licensee.

3.2 Marketing and Promotion. Licensee shall strictly abide by the MHS Trademark and Copyright Guidelines and the MHS Brand Identity Guidelines, included in Schedule II and Schedule III, when creating any advertising, marketing or promotional materials for the Certification Program or otherwise involving the Test. Any materials or information that is in any way an adaptation of the guidelines set in Schedule II and Schedule III must be submitted to MHS, Inc. for prior written approval MHS reserves the right to request from time to time any marketing or promotional materials from Licensee that are related to the Certification Program and/or Test.

3.3 Audit. MHS shall be entitled to audit the Certification Programs held by Licensee during the Term of the Agreement upon thirty (30) days prior written notice provided by MHS for the purpose of quality assurance and to determine Qualified Trainer status.

3.4 Compliance. Licensee shall comply with the following:

(a) Licensee must be a Qualified Trainer. Where Licensee is a company, it shall maintain a minimum of at least one (1) employee or agent (collectively, “Employee”) who must be a Qualified Trainer before it may provide training and Certification Programs to administer the Test. At no point, shall the Licensee provide training and/or Certification Programs by an employee who is not a Qualified Trainer.

(b) Training Materials. Only Training Materials purchased from MHS shall be used in the Certification Program. Any additional Training Materials must be approved in writing by MHS prior to use. Licensee must adhere to the standards and procedures as set out in the MHS “Training Partner Handbook”, a copy of which has been provided to Licensee prior to execution of this Agreement, as may be updated by MHS from time to time upon notice to Licensee.

(c) No Rights to Modify. Licensee may not copy, alter, revise, decompile, reverse engineer, present in a different format or language, or combine with any other work, the Test or Training Materials that shall be used in the Certification Program without the prior written approval of MHS. For the purposes of this Agreement, and without limiting the generality of the foregoing, video disks, compact disks, CD-ROM, abbreviated version, or derivatives are a distinct format. Licensee shall follow the MHS Brand Identity Guidelines in all materials involving the Test.

(d) No right to Distribute. Except as used in the Certification Program for the purposes of training, Licensee has no right to distribute Tests or Scorings to Certified Users. All copies of Tests and Scorings required by Certified Users for administration to Test Subjects shall be purchased directly from MHS or from the authorized MHS distributor.

(e) Certificate. Subject to payment as outlined in Schedule I, Fees and Other Payments, each successful candidate shall be issued an MHS Certificate. MHS shall issue the Certificate to the candidate upon successful completion on final Test. Successful completion shall be based on a minimum passing grade of seventy (70%) percent. Successful candidates of the Trainer Certification Program may refer to himself or herself as an “EQ-i 2.0® and EQ-360 2.0® Certified Practitioner”.

3.5 Licensee Obligations. Licensee shall cause its Employees who are successful candidates of the Trainer Certification Programs, by way of written Agreement, to acknowledge and agree that upon termination of employment, the Employee shall not deliver their own Certification Programs regarding the Test without an express written Trainer Agreement from MHS, which shall be in its sole and absolute discretion to provide.

Insurance. The Licensee hereby represents and warrants to MHS that it is a United States Government entity and that the United States Government is self-insured.

4.

PROPRIETARY RIGHTS, COPYRIGHTS AND TRADEMARKS

4.1 Ownership. Licensee acknowledges and agrees that all right, title and interest in and to the Test, MHS Training Materials and Trademarks are and will remain solely and exclusively vested in MHS. MHS shall be the sole and exclusive owner of copyright in the research materials, translated, adapted and standardized versions. These rights are protected by Canadian intellectual property right laws, international treaty provisions and other applicable national laws. During or after the Term of this Agreement, Licensee shall not, in any manner, infringe such rights or contest or dispute the validity, enforceability or ownership thereof. The granting of the licenses hereunder will not constitute a sale of Tests or Training Materials or the sale of any rights therein.

4.2 Copyright Notice. Licensee shall display the copyright notice detailed in Schedule III in any material containing whole or part of the Test or Training Material thereof, together with any other copyright notices required under the laws of the Territory for the protection of MHS’ copyright therein.

4.3 Copyright Registration. Should MHS in its sole discretion determine that for the better protection of its right, title and interest in the Licensed Tests, Training Materials, adapted, translated or standardized versions, it shall file for registration or certification or notice of such right, title or interest as may be required or are deemed desirable under the applicable laws in the Territory, MHS shall be responsible for the costs and expenses of MHS in so doing.

4.4 Trademarks. Licensee shall use the Trademarks only in accordance with the MHS Trademark Guidelines as set out in Schedule III

4.5 Prohibition of Business Name. Licensee shall not use any Trademark as part of its legal or business name or the name of any entity in which Licensee may have a direct or indirect interest.

4.6 Infringement. Licensee shall immediately report to MHS any infringement or unauthorized use of any of the intellectual property rights of MHS of which Licensee becomes aware. The awareness of Licensee’s employees shall be deemed the awareness of Licensee. MHS shall have sole discretion in determining whether any action shall be taken on account of such infringement or unauthorized use. MHS shall have no obligation or liability to Licensee with respect to any act or failure to act with respect to such infringement or unauthorized use.

5.

WARRANTIES & LIMITATION OF LIABILITY

5.1 MHS Warranty. MHS WARRANTS THAT IT HAS RIGHTS NECESSARY TO ENTER INTO THIS AGREEMENT. EXCEPT AS PROVIDED IN THIS SECTION, MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND IN RESPECT OF THE TESTS, INCLUDING BUT NOT LIMITED TO, IMPLIED OR STATUTORY WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5.2 Licensee Representation and Warranty. The Licensee hereby represents and warrants to MHS that it has all required capacity to enter into this Agreement and be bound by the obligations provided hereunder and that the execution of this Agreement by the Licensee and the performance of its obligations hereunder will not constitute a violation or breach of any obligation of any agreement between the Licensee and any third party or a violation by the Licensee of any legal obligations.

5.3 Limited Liability. MHS shall not be liable to Licensee under this Agreement for any special, punitive or consequential damages or for any loss of profits or anticipated sales or savings or goodwill or on account of any expenditures, investment, agreements or commitments made arising out of this Agreement or its termination.

6.

CONFIDENTIAL INFORMATION

6.1 Non-Disclosure. Except as provided herein, Licensee agrees not to disclose any Confidential Information to any third party, except to those of its employees or agents who have a need to know such information, and then only to the extent necessary to exercise its rights under this Agreement.

6.2 Security Measures. Licensee shall maintain the confidentiality of the Confidential Information in its possession by exercising the same security measures it normally exercises with respect to its own Confidential Information. To this end, Licensee agrees to take appropriate action by way of instruction or agreement with its employees, consultants or other agents to ensure that such employees, consultants and other agents understand and are bound by Licensee’s obligations of confidentiality and non-disclosure with respect to the Confidential Information.

6.3 Personal Information. To determine certification eligibility, Licensee will be required to transfer their clients’ personal information such as responses to items, scores, name, and addresses, and other similar data to MHS. MHS is committed to protecting the privacy and security of the information transmitted to it though the internet and though mail or facsimile. MHS employs technology that secures the information transmitted online and prevents unauthorized access, use, or disclosure. Licensee acknowledges that the internet is not an absolutely secure medium, and the privacy of the information cannot be guaranteed. MHS retains and stores paper documents in a secure cabinet with access key restrictions.

6.4 Aggregate Data. MHS reserves the right to store de-personalized and aggregated electronic data in its database indefinitely for statistical and research purposes by MHS, its affiliates, subsidiaries, licenses, successors, assigns, suppliers, and advertisers. MHS cannot manage, update, or delete the information stored and controlled by Licensee.

7.

TERM AND TERMINATION

7.1 Term. The Term of this Agreement shall be one (1) year commencing on the date of full execution (the “Effective Date”) and unless earlier terminated as provided in this Section 7, shall expire one (1) year from the Effective Date. Licensee may renew the Agreement for two additional periods of one (1) year (each, a “Renewal Term”) provided that the Licensee provide written notice to MHS three (3) months prior to the expiration of the Term or Renewal Term as the case may be.

7.2 Termination. Notwithstanding the Term, this Agreement may be terminated as follows:

(a) forthwith by either party upon delivery of written notice of termination to the other party, in the event that the other party fails to comply with any term or condition of this Agreement and such non-compliance is not cured within the thirty (30) day period following written notice thereof given by the non-defaulting party to the defaulting party;

(b) forthwith by either party without any prior written notice to the other party if the other party has a winding up or bankruptcy order made against them or if a receiver or manager over any of its assets is appointed or if it becomes unable to pay its debts or if it enters into any arrangement or compensation with or for the benefit of its creditors or if a resolution is passed for the voluntary winding up or dissolution or if an administrator is appointed in respect of that party or any of its assets or if the party is dissolved or suffers any analogous occurrence under any other jurisdiction; and

(c) forthwith by MHS without any prior written notice to the Licensee if the Licensee has substantially all of its assets purchased directly or indirectly through a purchase of its shares, by an entity considered by MHS to be a direct competitor; and

(d) forthwith upon written mutual consent which consent will not be unreasonably withheld.

7.3 Rights upon Termination or Expiration.

(a) after expiration or termination of this Agreement, Licensee shall have no further right to exercise the rights granted to it hereunder in any manner whatsoever;

(b) all amounts due by Licensee including interest on outstanding invoices for any orders shipped by MHS prior to expiration or termination shall become due and payable on the date of termination or expiration of this Agreement;

(c) within thirty (30) days of termination or expiration, Licensee shall return all unused Tests and Training Materials. MHS shall refund the price paid by Licensee for all unopened and undamaged Tests and Training Materials returned to MHS, which shall be subject to a twenty percent (20%) re-stocking fee; and

(d) within thirty (30) days of expiration or termination of this Agreement, Licensee shall return to MHS all of the Confidential Information, as described in Section 6 of this Agreement, if any.

7.4 No Prejudice. Expiration or termination of this Agreement shall not prejudice any other rights or remedies of the parties arising out of a breach of this Agreement.

8.

GENERAL PROVISIONS

8.1 Assignment. As the qualifications of Licensee are a condition precedent to this Agreement, Licensee shall have no right to assign or transfer the benefits or obligations hereunder.

8.2 Currency. Unless expressly stated otherwise, all monetary amounts referred to herein will be in United States dollars.

8.3 Returns. Materials returned to MHS shall be subject to the MHS Returns Policy, after which any materials returned in salable condition shall be subject to a twenty (20%) re-stocking fee.

8.4 Independent Contractors. The parties' relationship during the Term of this Agreement shall be that of independent contractors. Under no circumstance shall this Agreement or any provision thereof be construed as creating between the parties any relationship of employment, partnership, agency or joint venturer. Neither of the parties shall have, nor shall it represent that it has, any authority to bind the other party or to assume or create any obligation, express or implied, on behalf of the other party.

8.5 Notice. Any notice or communication required to be given hereunder by either party, shall be in writing and shall be given by courier delivery, sent by registered mail, postage prepaid, or by facsimile transmission, addressed to the party for which it is intended, at its address indicated in the recitals of parties to this Agreement, to the attention of, in the case of MHS, to the C.E.O., and in the case of Licensee, to the Executive Director. Either party may change its address for purposes or receipt of any such communication by giving thirty (30) days’ notice of such change to the other party in the manner prescribed above.

8.6 Injunctions. Licensee acknowledges and agrees that the covenants and conditions under this Agreement are reasonable and necessary for the protection of MHS and its business, and that MHS may not have an adequate remedy at law should Licensee breach this Agreement, and therefore MHS shall be entitled to injunctive relief in the event of any breach of this Agreement by Licensee.

8.7 Survival. Sections 4,5, 6, 7.3, 7.4, and 8 shall survive the expiration or earlier termination of this Agreement.

8.8 Force Majeure. MHS shall not be liable for any failure or delay in delivering MHS Inventory to Licensee due to causes that are beyond the reasonable control of MHS.

8.9 No Waiver. No term or condition of this Agreement shall be deemed waived and no breach consented to unless such waiver or consent shall be in writing and signed by the party claimed to have so waived or consented. Any consent by any party to, or waiver of a breach by the other, whether express or implied, shall not constitute consent to, or a waiver of, any different or subsequent breach.

8.10 Severability. If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction or an arbitrator, that provision shall be deemed to be severed herefrom only to the extent of the facts in dispute and the remaining provisions of this Agreement shall not be affected and shall remain valid and enforceable.

8.11 Entire Agreement. This Agreement and the Schedules attached hereto constitutes the entire Agreement between the parties pertaining to the subject matter hereof and supersedes and replaces any prior or contemporaneous proposals, representations, discussions, drafts or proposed written contracts, letters of intent or understandings, whether written or oral, express or implied, regarding such subject matter. No amendment, supplement or modification of this Agreement shall be binding unless in writing signed by an authorized signing officer for each of the parties respectively.

8.12 Non-Disparagement. Licensee agrees, during the term of this Agreement and any time thereafter, not to disparage, make false or misleading statements or otherwise engage in any action or make any statement that could harm the business, operations, reputation or goodwill of MHS or its executives or personnel.

8.13 Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of the Agreement, and all of which, when taken together, shall be deemed to constitute one and the same Agreement. Signatures to this Agreement transmitted by fax, by electronic mail in “portable document format” (“.pdf”), or by any other electronic means intended to preserve the original graphic and pictorial appearance of the Agreement, shall have the same effect as physical delivery of the paper document bearing the original signature.

9.

SCHEDULES

9.1 Schedules. The following are the schedules to this Agreement and are deemed to be a part of it for all purposes:

Schedule I

FEES & OTHER PAYMENTS

All monetary references in this Schedule are to U.S. currency

(*dollar amounts will be included in contract award) In consideration of the rights granted under Section 2, Licensee shall pay to MHS a Fee of:

A.

License Fee:

USD representing the License Fee to deliver unlimited EQ-i 2.0® and EQ-360 2.0® Certification Programs during the Term.

The License Fee shall be due and payable upon execution of this Agreement.

B.

Maintenance Fee:

USD representing the Maintenance Fee to maintain the License for each Renewal Term.

The Maintenance Fee shall be due and payable upon MHS’ receipt of Licensee’s written notice to renew the Agreement for each Renewal Term.

Fees are subject to change. Licensee will be notified by MHS in writing of price increases at least sixty (60) days prior to publication of any such price increases.

C.

Payment Terms

Licensee agrees to the following payment terms:

1. All payments are due in thirty (30) days from date of invoice.

2. Shipping, handling, customs, and duty charges shall be borne by Licensee.

3. Tangible items purchased shall not be accepted for refund or credit, except as provided in Section 9 of the Agreement to which this Schedule is attached. Any applicable License Fees paid by Licensee are non-returnable, non-refundable, or subject to pro-rating.

4.

No orders will be filled if Licensee’s account is more than fifteen (15) days overdue.

Schedule II

MHS Brand Identity Guidelines

Schedule III

MHS Trademark and Copyright Guidelines

A)

TRADEMARKS

Trademarks are words or symbols that are used to identify a company’s products and services, and differentiate them from those offered by other organizations. Trademarks are valuable assets.

In order to protect Trademark assets, the following guidelines apply:

· Designation of Trademark Symbols: ® identifies a Trademark that has been formally registered by the U.S. Patent and Trademark Office, Canadian Intellectual Property Office, or local trademark office. ™ designates an unregistered trademark associated with the product.

· Use and display the appropriate trademark symbol (either “TM” or “R” in a superscript following the Trademark) whenever the Trademark is used.

· Always use a Trademark as an adjective, never as a noun.

· Never change the form of a Trademark.

· Always display a Trademark with a trademark notice such as “Benchmarks® is a registered Trademark of MHS”. The notice must be on the same page as the copyright page of a document.

· Always display a Trademark with a trademark notice.

· Trademark must be properly used with every instance.

· All logo and Trademark formatting will be provided by MHS.

· Licensee shall not use any Trademark as part of its legal or business name or the name of any entity in which Licensee may have a direct or indirect interest.

B)

COPYRIGHT STATEMENTS

For EQ-i 2.0® Copyright ©2011 Multi-Health Systems Inc. (MHS) International copyright in all countries under the Berne Union, Bilateral and Universal Copyright Conventions. All rights reserved. Not to be translated or reproduced in whole or in part, stored in a retrieval system, or transmitted in any form or by any means, photocopying, mechanical, electronic, recording or otherwise, without prior permission in writing from MHS. Applications for written permission should be directed to MHS at 3770 Victoria Park Avenue, Toronto, Ontario, M2H 3M6.

For EQ-360 2.0® Copyright ©2011 Multi-Health Systems Inc. (MHS) International copyright in all countries under the Berne Union, Bilateral and Universal Copyright Conventions. All rights reserved. Not to be translated or reproduced in whole or in part, stored in a retrieval system, or transmitted in any form or by any means, photocopying, mechanical, electronic, recording or otherwise, without prior permission in writing from MHS. Applications for written permission should be directed to MHS at 3770 Victoria Park Avenue, Toronto, Ontario, M2H 3M6.

CONTRACTOR UNCLASSIFIED ACCESS TO FEDERALLY CONTROLLED FACILITIES, SENSITIVE INFORMATION, IT SYSTEMS OR PROTECTED HEALTH INFORMATION

Executive Order 13467, Reforming Processes Related to Suitability for Government Employee, Fitness for Contractor Employees and Eligibility for Access to Classified National Security Information, Homeland Security Presidential Directive (HSPD)-12, requires government agencies to develop and implement Federal security standards for Federal employees and contractors. The 5 CFR 32 Part 157 in concert with DoD Manual 1000.13, Vol 1, implements the Federal Standards.

APPLICABILITY

This text applies to all DoD sponsored individuals who require CAC eligibility (or login and P/W if acceptable per contract) for: Physical access to DoD facilities or non-DoD facilities on behalf of DoD; Logical access to information systems (whether on site or remotely); or remote access to DoD networks that use only the CAC logon for user authentication, or access to sensitive and protected information. This applies to the Office of the Secretary of Defense (OSD), the Military Departments, the Office of the Chairman of the Joint Chiefs of Staff and the Joint Staff, the Combatant Commands, the Office of the Inspector General of the DoD, the Defense Agencies, the DoD Field Activities and all other organizational entities within the DoD (hereinafter referred to collectively as the "DoD Components").

Each contractor employee providing services at a Navy command under this contract is required to obtain a DoD CAC. Additionally, depending on the level of computer/network access, the contract employee will require a successful investigation as detailed below.

ACCESS TO FEDERAL FACILITIES

Per HSPD-12 and implementing guidance, all contractor employees working at a federally controlled base, facility or activity under this clause will require a DoD CAC. When access to a base, facility or activity is required contractor employees shall in-process with the Command's Security Manager (CSM) upon arrival to the command and shall out-process prior to their departure at the completion of the individual's performance under the contract.

START-UP PERIOD

All contractor resource onboarding documents must be submitted via the prime contractor. The prime contractor shall make all necessary preparations to assume full responsibility for productive performance as of the performance start date.

Definition of "productive":

a. Visit Authorization Request (VAR)

b. Contractor Information Sheet (CIS)

c. Completed Electronic Investigation (EQIP)

e. All contractor resource(s) must have an active Joint Personnel Adjudication System (JPAS) profile

f. CAC

Note (1): Invoicing by the contractor will begin as of the commencement of the performance period of services and no reimbursement will be paid by the government for efforts expended during the start-up period.

Note (2): Foreign Nationals are not allowed access to the functional/system side of Enterprise Resource Planning (ERP).

ACCESS TO DOD INFORMATION TECHNOLOGY (IT) SYSTEM

In Accordance With (IAW) Secretary of the Navy (SECNAV) M-5510.30, contractor employees who require access to Department of the Navy (DoN) or DoD networks are categorized as IT-I, IT-II, or IT-III. The IT-II level, defined in detail in SECNAV M-5510.30, includes positions which require access to sensitive information. Sensitive information includes information protected under the Privacy Act, to include PHI. All contractor employees under this contract who require access to Privacy Act protected information are therefore categorized no lower than IT-II. IT Levels are determined by the requiring activity's Command Information System Security Manager (ISSM)/Information Assurance Manager (IAM).

Contractor employees requiring privileged or IT-I level access, (when specified by the terms of the contract) require a Single Scope Background Investigation (SSBI) or T5 or T5R equivalent investigation, which is a higher level investigation than the National Agency Check (NAC) with Law and Credit (NACLC)/T3/T3R described below. Due to the privileged system access, an investigation suitable for High Risk national security positions is required. Individuals who have access to system control, monitoring, or administration functions (e.g. system administrator, database administrator) require training and certification to Information Assurance (IA) Technical Level 1, and must be trained and certified on the Operating System (OS) or Computing Environment (CE) they are required to maintain.

Access to sensitive IT systems is contingent upon a favorably adjudicated background investigation. When access to IT systems is required for performance of the contractor employee's duties, such employees shall in-process with the Navy CSM and ISSM/IAM manager upon arrival to the Navy command and shall out-process prior to their departure at the completion of the individual's performance under the contract. Completion and approval of a System Authorization Access Request Navy (SAAR-N) form is required for all individuals accessing Navy IT resources. The decision to authorize access to a government IT system/network is inherently governmental. The contractor supervisor is not authorized to sign the SAAR-N; therefore, the government employee with knowledge of the system/network access required or the Contracting Officers Representative (COR) shall sign the SAAR-N as the supervisor.

The SAAR-N shall be forwarded to the CSM at least thirty (30) days prior to the individual's start date. Failure to provide the required documentation at least thirty (30) days prior to the individual's start date may result in delaying the individual's start date.

When required to maintain access to required IT systems or networks, the contractor shall ensure that all employees requiring access complete annual Cyber Awareness training, and maintain a current requisite background investigation. The contractor's security representative shall contact the CSM for guidance when reinvestigations are required.

INTERIM ACCESS

The CSM may authorize issuance of a DoD CAC and interim access to a DoN or DoD unclassified computer/network upon a favorable review of the investigative questionnaire and advance favorable fingerprint results. When the results of the investigation are received and a favorable determination is not made, the contractor employee working on the contract under interim access will be denied access to the computer network and this denial will not relieve the contractor of his/her responsibility to perform.

DENIAL OR TERMINATION OF ACCESS

The potential consequences of any requirement under this clause including denial or termination of physical or system access in no way relieves the contractor from the requirement to execute performance under the contract within the timeframes specified in the contract. Contractors shall plan ahead in processing their employees and subcontractor employees. The contractor shall insert this clause in all subcontracts when the subcontractor is permitted to have unclassified access to a federally controlled facility, federally-controlled information system/network and/or to government information, meaning information not authorized for public release.

CONTRACTOR'S SECURITY REPRESENTATIVE

The contractor shall designate an employee to serve as the contractor's security representative. Within three (3) work days after contract award, the contractor shall provide to the requiring activity's Security Manager and the Contracting Officer, in writing, the name, title, address and phone number for the contractor's security representative. The contractor's security representative shall be the primary point of contact on any security matter. The contractor's security representative shall not be replaced or removed without prior notice to the Contracting Officer and CSM.

BACKGROUND INVESTIGATION REQUIREMENTS AND SECURITY APPROVAL PROCESS FOR CONTRACTORS ASSIGNED TO NATIONAL SECURITY POSITIONS OR PERFORMING SENSITIVE DUTIES

Navy security policy requires that all positions be given a sensitivity value based on level of risk factors to ensure appropriate protective measures are applied. Contractor employees under this contract are recognized as Non-Critical Sensitive [ADP/IT-II] positions when the contract scope of work require physical access to a federally controlled base, facility or activity and/or requiring access to a DoD computer/network, to perform unclassified sensitive duties. This designation is also applied to contractor employees who access Privacy Act and PHI, provide support associated with fiduciary duties, or perform duties that have been identified as National Security Positions. At a minimum, each contractor employee must be a US citizen and have a favorably completed NACLC or T3 or T3R equivalent investigation to obtain a favorable determination for assignment to a non-critical sensitive or IT-II position. The investigation consists of a standard NAC and a FBI fingerprint check plus law enforcement checks and credit check. Each contractor employee filling a non-critical sensitive or IT-II position is required to complete:

· SF-86 Questionnaire for National Security Positions (or equivalent Office of Personnel Management (OPM) investigative product)

· Two FD-258 Applicant Fingerprint Cards (or an electronic fingerprint submission

· Original Signed Release Statements

Failure to provide the required documentation at least thirty (30) days prior to the individual's start date shall result in delaying the individual's start date. Background investigations shall be reinitiated as required to ensure investigations remain current (not older than ten (10) years) throughout the contract performance period. The contractor's security representative shall contact the CSM for guidance when reinvestigations are required.

Regardless of their duties or IT access requirements ALL contractor employees shall in-process with the CSM upon arrival to the command and shall out-process prior to their departure at the completion of the individual's performance under the contract. Employees requiring IT access shall also check-in and check-out with the Navy command's ISSM/IAM. Completion and approval of a SAAR-N form is required for all individuals accessing Navy IT resources. The SAAR-N shall be forwarded to the Navy CSM at least thirty (30) days prior to the individual's start date. Failure to provide the required documentation at least thirty (30) days prior to the individual's start date shall result in delaying the individual's start date.

The contractor shall ensure that each contract employee requiring access to IT systems or networks complete annual Cyber Awareness training, and maintain a current requisite background investigation. Contractor employees shall accurately complete the required investigative forms prior to submission to the CSM. The CSM will review the submitted documentation for completeness prior to submitting it to the OPM; Potential suitability or security issues identified may render the contractor employee ineligible for the assignment. An unfavorable determination is final (subject to SF-86 appeal procedures) and such a determination does not relieve the contractor from meeting any contractual obligation under the contract. The CSM will forward the required forms to OPM for processing. Once the investigation is complete, the results will be forwarded by OPM to the DoD Central Adjudication Facility (CAF) for a determination.

If the contractor employee already possesses a current favorably adjudicated investigation, the contractor shall submit a VAR via the JPAS or a hard copy VAR directly from the contractor's security representative. Although the contractor will take JPAS owning role over the contractor employee, the Navy command will take JPAS "Servicing" role over the contractor employee during the hiring process and for the duration of assignment under that contract.

The contractor shall include the IT position category per SECNAV M-5510.30 for each employee designated on a VAR. The VAR requires annual renewal for the duration of the employee's performance under the contract.

BACKGROUND INVESTIGATION REQUIREMENTS AND SECURITY APPROVAL PROCESS FOR CONTRACTORS ASSIGNED TO OR PERFORMING NON-SENSITIVE DUTIES

Contractor employee whose work is unclassified and non-sensitive (e.g., performing certain duties such as lawn maintenance, vendor services, etc...) and who require physical access to publicly accessible areas to perform those duties shall meet the following minimum requirements:

· Must be either a U.S. citizen or a U.S. permanent resident with a minimum of 3 years of legal residency in the U.S. (as required by the Deputy Secretary of Defense DTM 08-006 or its subsequent DoD Instruction (INST)) and

· Must have a favorably completed NACI or T1 investigation equivalent including a FBI fingerprint check prior to installation access.

To be considered for a favorable trustworthiness determination, the CSR must submit for all employees each of the following:

· SF-85 Questionnaire for Non-Sensitive Positions

· Two FD-258 Applicant Fingerprint Cards (or an electronic fingerprint submission)

· Original Signed Release Statements

The contractor shall ensure each individual employee has a current favorably completed NACI or T1 equivalent investigation, or ensure successful FBI fingerprint results have been gained and investigation has been processed with OPM.

Failure to provide the required documentation at least thirty (30) days prior to the individual's start date may result in delaying the individual's start date.

* Consult with your CSM and ISSM/IAM for local policy when IT-III (non-sensitive) access is required for non-U.S. citizens outside the U.S..*

**Alternative language which may be included as appropriate:

Contractor and all Contractor personnel with access to or responsibility for XXXXXX of this contract shall comply with DoD Directive 8500.1E IA, DoDI 8510.01 Risk Management Framework (RMF) for DoD IT, DoD Directive 5400.11 DoD Privacy Program, DoD 5200.2-R Personnel Security Program and HSPD 12.

X.1 Be CAC ready at the IT Level II prior to reporting for work.

X.2 At minimum, all contractor personnel must possess/maintain a favorable Tier 3 investigation; formerly a NAC with Local Agency Check and Credit Check (NACLC). This requirement is critical in order to access the data base systems within NAVSUP. It is Contracting Companies; responsibility to ensure that 100% of the contractors have the Tier 3 investigation/IT Level II. In addition, interim approval of clearances is not authorized.

X.3 Be citizens of the U.S.

X.4 If at any time, any contractor person requiring a CAC is unable to possess/maintain an adjudicated Tier 3 investigation, the contractor shall immediately notify the NAVSUP COR to coordinate removal of such a person from work under this contract.

X.5 Contractor personnel with access to or responsibility for nonpublic government data under this contract must comply with HSPD-12 Personal Identity Verification (PIV) issuance requirements, known as the CAC for NAVSUP.

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

DELIVERY INFORMATION

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

52.203-18 PROHIBITION ON CONTRACTING WITH ENTITIES THAT REQUIRE CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR STATEMENTS--REPRESENTATION (JAN 2017)

(a) Definition. As used in this provision--

Internal confidentiality agreement or statement, subcontract, and subcontractor, are defined in the clause at 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements.

(b) In accordance with section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions), Government agencies are not permitted to use funds appropriated (or otherwise made available) for contracts with an entity that requires employees or subcontractors of such entity seeking to report waste, fraud, or abuse to sign internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting such waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information.

(c) The prohibition in paragraph (b) of this provision does not contravene requirements applicable to Standard Form 312, (Classified Information Nondisclosure Agreement), Form 4414 (Sensitive Compartmented Information Nondisclosure Agreement), or any other form issued by a Federal department or agency governing the nondisclosure of classified information.

(d) Representation. By submission of its offer, the Offeror represents that it will not require its employees or…