36C10X20R0022-000.docx

36C10X20R0022 Contract Opportunity Presolicitation Notice

CLASSIFICATION CODE

SUBJECT

CONTRACTING OFFICE'S

ZIP-CODE

SOLICITATION NUMBER

RESPONSE DATE (MM-DD-YYYY)

ARCHIVE

DAYS AFTER THE RESPONSE DATE

RECOVERY ACT FUNDS

SET-ASIDE

NAICS CODE

CONTRACTING OFFICE

ADDRESS

POINT OF CONTACT

(POC Information Automatically Filled from User Profile Unless Entered)

DESCRIPTION

See Attachment

AGENCY'S URL

URL DESCRIPTION

AGENCY CONTACT'S EMAIL

ADDRESS

EMAIL DESCRIPTION

ADDRESS

POSTAL CODE

COUNTRY

ADDITIONAL INFORMATION

GENERAL INFORMATION

PLACE OF PERFORMANCE

* = Required Field Contract Opportunity Presolicitation Notice R431 ADR Mediation Servics 21703 36C10X20R0022 04-01-2020 N

SBA

541611 Strategic Acquisition Center - Frederick Department of Veterans Affairs 5202 Presidents Court, Suite 103 Frederick MD 21703 Jennifer Swift Contract Specialist 240-215-1714 https://www.va.gov/opal/sac/index.asp Strategic Acquisition Center - Frederick Jennifer.Swift2@va.gov Jennifer.Swift2@va.gov

PAGE 2 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C10X20R00 -2020 Jennifer Swift 240-215-1714 04-1-2020

2PM ET

36C10X Strategic Acquisition Center - Frederick Department of Veterans Affairs 5202 Presidents Court, Suite 103 Frederick MD 21703 X 541611 $16.5 Million N/A X

36C10X Strategic Acquisition Center - Frederick Department of Veterans Affairs 5202 Presidents Court, Suite 103 Frederick MD 21703

VAFSC

U.S. Department of Veterans Affairs Financial Services Center

PO BOX 149971

(see Section B.3 invoicing/payment) Austin TX 78714-8917 1-(877)-489-6135 See CONTINUATION Page Alternative Dispute Resolution (ADR) Services and Training Questions Due: March 20, 2020 by 2pm ET Proposal Intent Due: March 27, 2020, by 2pm ET See CONTINUATION Page X X Todd Synder Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C10X Strategic Acquisition Center - Frederick Department of Veterans Affairs

5202 Presidents Court, Suite 103 Frederick MD 21703

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

U.S. Department of Veterans Affairs Financial Services Center

PO BOX 149971

(see Section B.3 invoicing/payment) Austin TX 78714-8917 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

36C10X20R0022

Page 1 of Page 1 of Page 1 of Page 1 of Page 1 of Page 1 of Page 1 of

B.2. STATEMENT OF WORK

Alternative Dispute Resolution (ADR) Services and Training

A. GENERAL INFORMATION

1. Background: VA Directive 5978 sets forth policy concerning alternative dispute resolution (ADR) and its use within the Department of Veterans Affairs (VA). VA Directive 5978 assigns specific responsibilities to the Agency’s Dispute Resolution Specialist, as well as other key VA officials. These responsibilities include ensuring that ADR services are available to all VA employees and all VA employees be trained to use ADR techniques to help resolve workplace and other disputes. A VA employee or manager can request ADR to resolve workplace and other disputes pending in the Equal Employment Opportunity (EEO) complaint or grievance process. The request can be made either prior to, in lieu of, or during an administrative process. On occasion, VA may need to obtain ADR neutrals from outside the Agency to resolve disputes or conduct training. A neutral is defined as an impartial third party, whether a coach, facilitator, or mediator who assists the parties to identify issues, foster joint problem-solving, and explore mutually acceptable outcomes. The neutral is not a decision-maker and does not have the power to impose a decision on either party. Neutrals are individuals who should have no bias towards or against either party to a dispute or a relationship to either party that would present a conflict of interest.

The Office of Resolution Management (ORM) is the organization within VA with responsibility for providing a variety of services and programs to prevent, resolve and process EEO complaints, work-place mediations and Facilitations. Chapter 3 of the U.S. Equal Employment Opportunity Commission Management Directive 110 strongly encourages agencies to utilize Contract Neutral services from outside Vendors. It further states an agency may use neutrals for its ADR program, subject to their qualifications, from other federal agencies (through a federal neutral sharing program or other arrangement); or private organizations, private contractors, bar associations, or individual volunteers.

The Agency contacts a Contracted Vendor to request a non-VA ADR neutral that will provide such services when the disputing parties do not wish to utilize ORM Government neutrals if the nature of the dispute warrants assignment from a non-VA neutral.

NOTE: Non-VA Neutral – For purposes of this requirement, this title applies to contractor neutrals.

2. Scope: The Contractor shall provide requested ADR services related to workplace disputes, EEO complaints, facilitations and ADR training for the VA, working within the parameters of the PWS. The Contractor will assign neutrals to include mediator, facilitator, group facilitator, and conflict coaches within the local commuting area, when feasible.

B. APPLICABLE DOCUMENTS AND REGULATIONS

1. The Administrative Dispute Resolutions Acts (ADRA) of 1996

2. Model Standards of Conduct for Mediators www.adr.gov/pdf/final_manual.pdf

3. VA Directive 5978 - Alternative Dispute Resolution

4. 29 CFR Part 1614

5. Equal Employment Opportunity Commission Management Directive 110

6. Executive Order 13101 - September 14, 1998, “Greening the Government through Waste prevention, Recycling, and Federal Acquisition”

7. Executive Order 13123 - June 3, 1999, “Greening the government through Efficient Energy Management”

8. Executive Order 13221 - July 31, 2001, “Energy-Efficient Standby Power Devices” Resource Conservation and recovery Act of 1976 (42 U.S.C. 6901, et seq.)

C. MANDATORY TASKS AND ASSOCIATED DELIVERABLES

(Business Days = Monday – Friday) Description of Tasks and Associated Deliverables: The Contractor shall perform the mandatory tasks and provide the specific deliverables described below within the performance period stated in this PWS. All tasks requiring written materials shall be phrased in layperson language.

1. Task 1: Kick-Off Meeting and Performance Reports Each award holder shall attend a kick-off meeting virtually or within the Washington, DC metro area within five business days of task order award as directed in the task order.

2. Task 2: ADR Services The contractor shall provide ADR services, such as mediation, facilitation, group facilitation, conflict coaching, and training, for purposes of resolving workplace disputes and equal employment opportunity (EEO) complaints within VA. The Contractor shall provide sufficiently trained and qualified personnel, located throughout the U.S. and territories to minimize travel cost.

Services shall be provided within the United States as well as Puerto Rico, Guam, and the Philippines and directed in the task order.

The ADR processes can last several hours or several days and may require follow-up sessions. All requested sessions shall occur between the hours of 8am and 5pm local time for the parties. No sessions shall occur on Federal holidays.

Task 2.1 : Neutral Request and Assignment A Neutral is an independent third party to a dispute who: (1) has no stake or interest in its outcome; and (2) functions specifically to aid the parties in resolving the dispute; but (3) has no authority to decide the dispute. Upon receipt of the Government’s request for a non-VA neutral, the Contractor shall assign a neutral and inform the Government via email.

Task 2.2: Pre-Mediation Coordination Contractor neutral shall coordinate with the designated ADR Program Manager and COR to coordinate scheduling of the ADR session. Should the neutral be unable to accommodate a date when all parties are available, the contractor shall be responsible to provide the VA another neutral for the ADR case and notify the COR within 24 hours of replaced neutral.

Once the neutral assignment is approved by ORM COR, the neutral will make contact with the designated ADR Program Manager – Point of Contact (ADR-POC), as defined in the Task Order, to coordinate scheduling of the ADR session. Should the neutral be unable to accommodate a date when all parties are available, the VA may request that the Contractor provide another neutral for the ADR case.

3. Task 3: During- and Post-Session The neutral will use forms provided by the ADR-POC for the ADR session — such as the Agreement to Mediate and Confidentiality Agreement (Attachment B.1 and B.2), Settlement Agreement Templates (Attachment C.1 and C.2), and Mediation Participant Assessment Forms (Attachment D) and Co-Mediator Evaluation (Attachment E) as indicated in the Task Order award. The neutral will serve as a scribe and assist the parties in crafting any Settlement Agreement reached through ADR sessions. The neutral shall not retain any documents related to the ADR sessions. Documents from parties provided during session to include hand written notes from neutrals outlining settlement agreements shall be provided to VA POC. Any unrelated handwritten notes shall be destroyed.

4. Task 4: ADR Training and Evaluation The Contractor shall provide ADR related training at VA facilities as directed in the task order. At a minimum, training topics shall include:

· Questioning Techniques

· Enneagram

· Caucus Techniques

· Power Imbalance

· Neutrality and Ethics Issues

· Dealing with Anger and Emotions

· Impasse Handling Techniques

· Giving and Receiving Feedback

· Managing Bias

· Reflective Practice/Learning from Cases

· Intercultural Communication

· Multi-Party Mediation

· Mediation and Mindfulness

· Systems Thinking/Organizational Development and ADR

The training courses will take place throughout the United States, Philippines, Puerto Rico, and Guam. The Contractor may offer to host the training at their own site, provided it is at no additional cost to the Government. Training materials shall be provided electronically.

The Contactor shall provide the VA with descriptions of and agendas for any ADR related training material for approval as specified in the TO SOW. The description shall include length of training as well as goals and objectives of training.

D. Performance Evaluations

requires the contractor to provide monthly performance reports that will include ADR resolution rates, participant satisfaction ratings, any issues, and action plan to correct deficiencies.

Representative Positive: Favorable ratings in CPARS.

Negative: Unfavorable ratings in CPARS.

Task 2 – ADR Services The contractor shall provide ADR services, such as mediation, facilitation, and training, for purposes of resolving workplace disputes and equal employment opportunity (EEO) complaints within VA.

The contractor shall provide neutral services on an as needed basis throughout the IDIQ period of performance.

Officer’s Representative Positive: Favorable ratings in CPARS.

Negative: Unfavorable ratings in CPARS.

Task 2 – ADR Services The Contractor shall provide a list of all neutrals who will be used by the Contractor to provide ADR services to include the neutral’s geographic location, type of service the individual will provide; i.e., mediation, facilitation, group facilitation, conflict coaching, along with their resumes and certifications of specialized experience in providing ADR services to federal agencies.

Surveillance by the Contracting Officer’s Representative 100% Inspection by Contracting Officer’s Representative Positive: Favorable ratings in CPARS.

Negative: Unfavorable ratings in CPARS.

Task 3 – Neutral Request and Assignment Upon Contractor receipt of the "ADR Services Request for non-VA Neutral” from the VA, the Contractor will assign a neutral and return the form with the neutral information filled in.

Contractor shall provide neutral name, address, phone number, fax number, and email address of the assigned neutral within two business days for VA review and approval. If the neutral assigned is not acceptable, the Contractor shall respond with a new neutral within two business days of a request

Surveillance by the Contracting Officer’s Representative Positive: Favorable ratings in CPARS.

Negative: Unfavorable ratings in CPARS.

for reassignment.

identified time frames 95% of the time.

Periodic Surveillance by the Contracting Officer’s Representative Positive: Favorable ratings in CPARS.

Negative: Unfavorable ratings in CPARS.

parties in crafting any Settlement Agreement reached through ADR.

The neutral will work with the ADR POC to coordinate the review and signature of any agreements reached. The neutral shall not retain any documents related to the ADR sessions.

Surveillance by the Strategic Communications Staff and Customer Complaint.

Positive: Favorable ratings in CPARS.

Negative: Unfavorable ratings in CPARS.

evaluating Government Neutrals.

Resolution reached on at least 50% of sessions per period of performance No more than 3 Customer Complaints per 3- month period.

Periodic Surveillance by the Contracting Officer Representative Positive: Favorable ratings in CPARS.

Negative: Unfavorable ratings in CPARS.

Task 6 –

ADR

Training and Evaluation

provide all materials within five business days of request for training to the COR or ADR POC. The VA will review and approve all curriculum materials with the Contractor prior to the training being conducted. The VA will request any changes within two business days and the Contractor shall submit any requested changes within two business days.

Materials and revisions submitted within the identified time frames 95% of the time.

F. INSPECTION AND ACCEPTANCE

Final inspection and acceptance of all work performed, reports and deliverables will occur at the place of delivery by the COR. Final approval and acceptance of documentation required herein shall be by letter of approval and acceptance by the COR. The Contractor shall not construe any letter of acknowledgment of receipt of material as a waiver of review, or as an acknowledgment that the material is in conformance with this SOW. Any approval given during preparation of the documentation shall not guarantee the final acceptance of the completed documentation. General quality measures, as set forth below, will be applied to each work product received from the Contractor under this SOW.

· Accuracy - Work products shall be accurate in presentation, technical content, and adherence to accepted elements of style.

· Clarity - Work products shall be clear and concise. Any/All diagrams shall be easy to understand and be relevant to the supporting narrative.

· Consistency to Requirements - All work products must satisfy the requirements of this PWS.

· File Editing - All text and diagrammatic files shall be editable by the Government.

· Format- Follow specified VA Directives or Manuals and/or best business practices.

· Work products shall be submitted in hard copy (where applicable) and in media mutually agreed upon prior to submission.

· Reports - There shall be no omissions in the reports, documents or functional requirements.

· Timeliness- Work products shall be submitted on or before the due date specified in this PWS or submitted in accordance with a later scheduled date determined by the Government.

G. TRAVEL

No costs will be reimbursed for travel to or from the place of performance, unless otherwise specified and/or authorized in the task order. Prior approval from the Contracting Officer must be provided prior to the occurrence of any travel.

H. GOVERNMENT-FURNISHED INFORMATION, EQUIPMENT, AND FACILITIES

Government-Furnished Information (GFI), Government-Furnished Equipment (GFE), and Government-Furnished Facilities (GFF), if applicable, will be specified as necessary in each task order.

I. CONTRACTOR PERSONNEL REQUIREMENTS

a. All neutrals utilized by the Contractor will adhere to the Model Standards of Conduct for Mediators issued by the American Arbitration Association, American Bar Association, and the Association for Conflict Resolution. https://americanassociationofmediators.org/standards/

b. All neutrals utilized by the Contractor will adhere to the confidentiality provisions of the Administrative Dispute Resolution Act (ADRA). (The Administrative Dispute Resolution Act of 1996 Pub. Law 104-320 https://www.adr.gov/pdf/adra.pdf

c. The Contractor shall assign personnel that by education and experience are qualified to provide services identified in the SOW. The Contractor shall maintain the personnel, organization, and administrative control necessary to ensure that the work delivered meets the Contract specifications and requirements. Personnel assigned to, or utilized by, the Contractor in performance of work shall be fully capable of performing the contemplated functions of the respective labor categories in an efficient, reliable, and professional manner

Key Personnel: Certain skilled experience professional and/or technical personnel are essential for accomplishing the work to be performed. These individuals are defined as “Key Personnel.” Substitutions shall only be accepted if in compliance with “Substitution of Key Personnel” provision identified below.

At least 3 years of this experience should be with Federal agencies. At least 2 years of this experience should include using evaluative approaches in mediating EEO complaints.

d. Contractor employees are subject to immediate removal from performance on this contract if the contractor support personnel are involved in a violation of the law, VA security, confidentiality requirements, and/or other disciplinary reasons. The contractor must inform ORM when personnel are removed from this contract for any reason.

e. Contractor personnel shall comply with the agency and office dress code. Contractor shall always be easily recognized as a contractor employee by wearing a Security Identification Badge while on any Government premises. When contractor personnel attend meetings, answer phones, and work in other situations where their status is not obvious to third parties, they must identify themselves as such to avoid creating the impression that they are a VA Government employee.

J. CONFIDENTIALITY AND NONDISCLOSURE REQUIREMENTS

It is agreed that:

a. The preliminary and final deliverables and all associated working papers, and other material deemed relevant by VA which has been generated by the Contractor in the performance of this task order are the exclusive property of the U.S. Government and shall be submitted to the COR at the conclusion of the effort.

b. The CO will be the sole authorized official to release verbally or in writing, any data, draft deliverables, final deliverables, or any other written or printed materials pertaining to this effort. No information shall be released by the Contractor. Any request for information relating to this effort presented to the Contractor shall be submitted to the CO and COR for response.

c. Press releases, marketing material, or any other printed or electronic documentation related to this project, shall not be publicized without the written approval of the CO.

d. Information made available to the Contractor by the Government for the performance or administration of this effort shall be used only for those purposes and shall not be used in any other way without the written approval of the CO.

e. The Contractor agrees to assume responsibility for protecting the confidentiality of Government records, which are not public information. Each Contractor or employee of the Contractor to whom information may be made available or disclosed shall be notified in writing by the Contractor that such information may be disclosed only for a purpose and to the extent authorized herein.

K. SECURITY

1. GENERAL

Contractors, contractor personnel, subcontractors, and subcontractor personnel shall be subject to the same Federal laws, regulations, standards, and VA Directives and Handbooks as VA and VA personnel regarding information and information system security.

2. ACCESS TO VA INFORMATION AND VA INFORMATION SYSTEMS

a. A contractor/subcontractor shall request logical (technical) or physical access to VA information and VA information systems for their employees, subcontractors, and affiliates only to the extent necessary to perform the services specified in the contract, agreement, or task order.

b. All contractors, subcontractors, and third-party servicers and associates working with VA information are subject to the same investigative requirements as those of VA appointees or employees who have access to the same types of information. The level and process of background security investigations for contractors must be in accordance with VA Directive and Handbook 0710, Personnel Suitability and Security Program. The Office for Operations, Security, and Preparedness is responsible for these policies and procedures.

I. BACKGROUND INVESTIGATION

i. The contract employee level of background investigation required for this effort is: Public Trust / Moderate Risk Contractor.

c. Contract personnel who require access to national security programs must have a valid security clearance. National Industrial Security Program (NISP) was established by Executive Order 12829 to ensure that cleared U.S. defense industry contract personnel safeguard the classified information in their possession while performing work on contracts, programs, bids, or research and development efforts. The Department of Veterans Affairs does not have a Memorandum of Agreement with Defense Security Service (DSS). Verification of a Security Clearance must be processed through the Special Security Officer located in the Planning and National Security Service within the Office of Operations, Security, and Preparedness.

d. The contractor or subcontractor must notify the Contracting Officer immediately when an employee working on a VA system or with access to VA information is reassigned or leaves the contractor or subcontractor’s employ. The Contracting Officer must also be notified immediately by the contractor or subcontractor prior to an unfriendly termination.

3. VA INFORMATION CUSTODIAL LANGUAGE

a. Information made available to the contractor or subcontractor by VA for the performance or administration of this contract or information developed by the contractor/subcontractor in performance or administration of the contract shall be used only for those purposes and shall not be used in any other way without the prior written agreement of the VA. This clause expressly limits the contractor/subcontractor's rights to use data as described in Rights in Data - General, FAR 52.227-14(d) (1).

b. VA information should not be co-mingled, if possible, with any other data on the contractors/subcontractor’s information systems or media storage systems in order to ensure VA requirements related to data protection and media sanitization can be met. If co-mingling must be allowed to meet the requirements of the business need, the contractor must ensure that VA’s information is returned to the VA or destroyed in accordance with VA’s sanitization requirements. VA reserves the right to conduct on-site inspections of contractor and subcontractor IT resources to ensure data security controls, separation of data and job duties, and destruction/media sanitization procedures are in compliance with VA directive requirements.

c. Prior to termination or completion of this contract, contractor/subcontractor must not destroy information received from VA, or gathered/created by the contractor in the course of performing this contract without prior written approval by the VA. Any data destruction done on behalf of VA by a contractor/subcontractor must be done in accordance with National Archives and Records Administration (NARA) requirements as outlined in VA Directive 6300, Records and Information Management and its Handbook 6300.1 Records Management Procedures, applicable VA Records Control Schedules, and VA Handbook 6500.1, Electronic Media Sanitization. Self-certification by the contractor that the data destruction requirements above have been met must be sent to the VA Contracting Officer within 30 days of termination of the contract.

d. The contractor/subcontractor must receive, gather, store, back up, maintain, use, disclose and dispose of VA information only in compliance with the terms of the contract and applicable Federal and VA information confidentiality and security laws, regulations and policies. If Federal or VA information confidentiality and security laws, regulations and policies become applicable to the VA information or information systems after execution of the contract, or if NIST issues or updates applicable FIPS or Special Publications (SP) after execution of this contract, the parties agree to negotiate in good faith to implement the information confidentiality and security laws, regulations and policies in this contract.

e. The contractor/subcontractor shall not make copies of VA information except as authorized and necessary to perform the terms of the agreement or to preserve electronic information stored on contractor/subcontractor electronic storage media for restoration in case any electronic equipment or data used by the contractor/ subcontractor needs to be restored to an operating state. If copies are made for restoration purposes, after the restoration is complete, the copies must be appropriately destroyed.

f. If VA determines that the contractor has violated any of the information confidentiality, privacy, and security provisions of the contract, it shall be sufficient grounds for VA to withhold payment to the contractor or third party or terminate the contract for default or terminate for cause under Federal Acquisition Regulation (FAR) part 12.

g. If a VHA contract is terminated for cause, the associated BAA must also be terminated and appropriate actions taken in accordance with VHA Handbook 1600.01, Business Associate Agreements. Absent an agreement to use or disclose protected health information, there is no business associate relationship.

h. The contractor/subcontractor must store, transport, or transmit VA sensitive information in an encrypted form, using VA-approved encryption tools that are, at a minimum, FIPS 140-2 validated.

i. The contractor/subcontractor’s firewall and Web services security controls, if applicable, shall meet or exceed VA’s minimum requirements. VA Configuration Guidelines are available upon request.

j. Except for uses and disclosures of VA information authorized by this contract for performance of the contract, the contractor/subcontractor may use and disclose VA information only in two other situations: (i) in response to a qualifying order of a court of competent jurisdiction, or (ii) with VA’s prior written approval. The contractor/ subcontractor must refer all requests for, demands for production of, or inquiries about, VA information and information systems to the VA contracting officer for response.

k. Notwithstanding the provision above, the contractor/subcontractor shall not release VA records protected by Title 38 U.S.C. 5705, confidentiality of medical quality assurance records and/or Title 38 U.S.C. 7332, confidentiality of certain health records pertaining to drug addiction, sickle cell anemia, alcoholism or alcohol abuse, or infection with human immunodeficiency virus. If the contractor/subcontractor is in receipt of a court order or other requests for the above mentioned information, that contractor/ subcontractor shall immediately refer such court orders or other requests to the VA contracting officer for response.

l. For service that involves the storage, generating, transmitting, or exchanging of VA sensitive information but does not require C&A or an MOU-ISA for system interconnection, the contractor/subcontractor must complete a Contractor Security Control Assessment (CSCA) on a yearly basis and provide it to the COTR.

4. INFORMATION SYSTEM HOSTING, OPERATION, MAINTENANCE, OR USE

a. VA prohibits the installation and use of personally-owned or contractor/subcontractor owned equipment or software on VA’s network. If non-VA owned equipment must be used to fulfill the requirements of a contract, it must be stated in the service agreement, SOW or contract. All of the security controls required for government furnished equipment (GFE) must be utilized in approved other equipment (OE) and must be funded by the owner of the equipment. All remote systems must be equipped with, and use, a VA-approved antivirus (AV) software and a personal (host-based or enclave based) firewall that is configured with a VA approved configuration. Software must be kept current, including all critical updates and patches. Owners of approved OE are responsible for providing and maintaining the anti-viral software and the firewall on the non-VA owned OE.

5. SECURITY INCIDENT INVESTIGATION

a. The term “security incident” means an event that has, or could have, resulted in unauthorized access to, loss or damage to VA assets, or sensitive information, or an action that breaches VA security procedures. The contractor/subcontractor shall immediately notify the COTR and simultaneously, the designated ISO and Privacy Officer for the contract of any known or suspected security/privacy incidents, or any unauthorized disclosure of sensitive information, including that contained in system(s) to which the contractor/subcontractor has access.

b. To the extent known by the contractor/subcontractor, the contractor/subcontractor’s notice to VA shall identify the information involved, the circumstances surrounding the incident (including to whom, how, when, and where the VA information or assets were placed at risk or compromised), and any other information that the contractor/ subcontractor considers relevant.

c. With respect to unsecured protected health information, the business associate is deemed to have discovered a data breach when the business associate knew or should have known of a breach of such information. Upon discovery, the business associate must notify the covered entity of the breach. Notifications need to be made in accordance with the executed business associate agreement.

d. In instances of theft or break-in or other criminal activity, the contractor/subcontractor must concurrently report the incident to the appropriate law enforcement entity (or entities) of jurisdiction, including the VA OIG and Security and Law Enforcement. The contractor, its employees, and its subcontractors and their employees shall cooperate with VA and any law enforcement authority responsible for the investigation and prosecution of any possible criminal law violation(s) associated with any incident. The contractor/subcontractor shall cooperate with VA in any civil litigation to recover VA information, obtain monetary or other compensation from a third party for damages arising from any incident, or obtain injunctive relief against any third party arising from, or related to, the incident.

6. LIQUIDATED DAMAGES FOR DATA BREACH

a. Consistent with the requirements of 38 U.S.C. §5725, a contract may require access to sensitive personal information. If so, the contractor is liable to VA for liquidated damages in the event of a data breach or privacy incident involving any SPI the contractor/subcontractor processes or maintains under this contract.

b. The contractor/subcontractor shall provide notice to VA of a “security incident” as set forth in the Security Incident Investigation section above. Upon such notification, VA must secure from a non-Department entity or the VA Office of Inspector General an independent risk analysis of the data breach to determine the level of risk associated with the data breach for the potential misuse of any sensitive personal information involved in the data breach. The term 'data breach' means the loss, theft, or other unauthorized access, or any access other than that incidental to the scope of employment, to data containing sensitive personal information, in electronic or printed form, that results in the potential compromise of the confidentiality or integrity of the data. Contractor shall fully cooperate with the entity performing the risk analysis. Failure to cooperate may be deemed a material breach and grounds for contract termination.

c. Each risk analysis shall address all relevant information concerning the data breach, including the following:

(1) Nature of the event (loss, theft, unauthorized access);

(2) Description of the event, including:

(a) Date of occurrence;

(b) Data elements involved, including any PII, such as full name, social security number, date of birth, home address, account number, disability code;

(3) Number of individuals affected or potentially affected;

(4) Names of individuals or groups affected or potentially affected;

(5) Ease of logical data access to the lost, stolen or improperly accessed data in light of the degree of protection for the data, e.g., unencrypted, plain text;

(6) Amount of time the data has been out of VA control;

(7) The likelihood that the sensitive personal information will or has been compromised (made accessible to and usable by unauthorized persons);

(8) Known misuses of data containing sensitive personal information, if any;

(9) Assessment of the potential harm to the affected individuals;

(10) Data breach analysis as outlined in 6500.2 Handbook, Management of Security and Privacy Incidents, as appropriate; and

(11) Whether credit protection services may assist record subjects in avoiding or mitigating the results of identity theft based on the sensitive personal information that may have been compromised.

d. Based on the determinations of the independent risk analysis, the contractor shall be responsible for paying to the VA liquidated damages in the amount of $37.50 per affected individual to cover the cost of providing credit protection services to affected individuals consisting of the following:

(1) Notification;

(2) One year of credit monitoring services consisting of automatic daily monitoring of at least 3 relevant credit bureau reports;

(3) Data breach analysis;

(4) Fraud resolution services, including writing dispute letters, initiating fraud alerts and credit freezes, to assist affected individuals to bring matters to resolution;

(5) One year of identity theft insurance with $20,000.00 coverage at $0 deductible; and

(6) Necessary legal expenses the subjects may incur to repair falsified or damaged credit records, histories, or financial affairs.

7. TRAINING

a. All contractor employees and subcontractor employees requiring access to VA information and VA information systems shall complete the following before being granted access to VA information and its systems:

(1) Sign and acknowledge (either manually or electronically) understanding of and responsibilities for compliance with the Contractor Rules of Behavior, Appendix E relating to access to VA information and information systems;

(2) Successfully complete the VA Cyber Security Awareness and Rules of Behavior training and annually complete required security training;

(3) Successfully complete the appropriate VA privacy training and annually complete required privacy training; and(4) Successfully complete any additional cyber security or privacy training, as required for VA personnel with equivalent information system access [to be defined by the VA program official and provided to the contracting officer for inclusion in the solicitation document – e.g., any role-based information security training required in accordance with NIST Special Publication 800-16, Information Technology Security Training Requirements.]

b. The contractor shall provide to the contracting officer and/or the COTR a copy of the training certificates and certification of signing the Contractor Rules of Behavior for each applicable employee within 1 week of the initiation of the contract and annually thereafter, as required.

c. Failure to complete the mandatory annual training and sign the Rules of Behavior annually, within the timeframe required, is grounds for suspension or termination of all physical or electronic access privileges and removal from work on the contract until such time as the training and documents are complete.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Mediations & Facilitations Contract Period: Base POP Begin:

POP End:

Training

Travel (NTE)

Mediations & Facilitations Contract Period: Option 1

Training

Travel (NTE)

Mediations & Facilitations Contract Period: Option 2

Training

Travel (NTE)

Mediations & Facilitations Contract Period: Option 3

Training

Travel (NTE)

Mediations & Facilitations Contract Period: Option 4

Training

Travel (NTE)

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable…