DARPA EEI CSO__9.15.22.pdf

Defense Advanced Research Projects Agency (DARPA)

Embedded Entrepreneurship Initiative:

COMMERCIAL SOLUTIONS OPENING

The Transition of DARPA-Funded Technologies Using Commercial Solutions

1. General Information

1.1. Authority, Background, & Scope

1.1.1. The Defense Advanced Research Projects Agency's (DARPA) mission to maintain technological superiority over our adversaries drives its Research and Development (R&D) programs to transform revolutionary concepts into practical capabilities for the military and civilian society. Under this Commercial Solutions Opening (CSO), DARPA seeks to close military and civilian capability gaps with commercial solutions derived from the Agency's R&D programs. This CSO is solicited by DARPA's Embedded Entrepreneurship Initiative (EEI), and awardees will participate in EEI described at https://eei.darpa.mil/. Proposals are solicited for transitioning innovative solutions derived from DARPA R&D-funded technologies into capabilities that fulfill requirements, close capability gaps, or provide new technological advancements as of the submission date. DARPA reasonably anticipates meaningful proposals with varying technical or scientific approaches in response to this CSO.

1.1.2. The authority for this CSO is Defense Acquisition Regulations System (DARS) Class Deviation 2022-O0007. Any conflict between this CSO and the authority will be resolved in favor of the authority. Under this authority, DARPA seeks to acquire innovative commercial products and solutions that provide the U.S. with potential technological advancements derived from R&D under DARPA-funded programs. In this context:

1.1.2.1. Only fixed price contract or agreement awards shall be made and only for innovative solutions that are derived from DARPA R&D under DARPA-funded programs, as described in Sections 1.1.2.2 and 1.1.2.3.

1.1.2.2. "Innovative" means any technology, process, or method, including R&D that is new as of the date of submission of a proposal or any application that is new as of the date of submission of the proposed use of technology, process, or method existing as of such date.

1.1.2.3. "Derived from DARPA R&D" includes meeting one of the following conditions:

a) Sufficient evidence of prior relevant R&D done by the Offeror on a DARPA R&D program as a prime contractor or sub-contractor to a prime contractor. (In this context, the term "contractor" includes parties to assistance agreements or Other Transaction (OT) agreements with DARPA, as well as parties under contract with other U.S. Government agencies and organizations that have awarded the contracts on behalf of DARPA ).

b) Where the Offeror did not develop the technology as a prime- or sub-contractor on a DARPA R&D program, sufficient evidence that the Offeror has, or is in good faith negotiating to acquire, the rights to make use or sell a product that embodies technology developed under a DARPA R&D program. (In practice, this means https://eei.darpa.mil/ having title to any applicable subject invention arising from the DARPA R&D, having been assigned right, title and interest, or having been granted a license to the invention(s) in the field of use of the commercial solution proposed in the Commercial Solution Proposal (CSP).)

c) Sufficient evidence the Offeror has acquired or is in good faith negotiations to acquire intellectual property rights necessary to lawfully make, use, or sell their proposed solution under the copyright and patent laws of the United States.

1.2. Types of Awards. The Government reserves the right to award a Federal Acquisition

Regulation (FAR) procurement contract or an OT for Prototypes with fixed payable milestones under 10 U.S.C. § 4022 or make no award. The Government Contracting/Agreements Officer shall have sole discretion to select the award instrument type, regardless of the instrument type proposed, and to negotiate all instrument terms and conditions with selected Offerors.

1.3. Deadline for Submission. DARPA will accept proposals through September 14, 2023.

DARPA will review proposals periodically while this CSO is open. DARPA may amend this CSO to include changes to the proposal submission deadlines.

2. CSO Proposal and Award Procedure

2.1. Submission of proposals for this CSO will proceed in the two steps outlined below.

NOTE: The Government may require a third step—oral presentation by the Offeror—in addition to, or instead of, Step 2. If requested, an oral presentation shall address the content specified in Section 3.3 for Commercial Solution Proposals (CSPs), and Offerors may expect to respond to follow-up questions.

2.1.1. Step 1 – Compliance Brief: Compliance Briefs shall be submitted as specified in Section 3.2 of this CSO. The Government will review Compliance Briefs regarding the requirements stated in this CSO, including eligibility under Section 3.2.2.

2.1.2. Step 2 – CSP: Based on the review of their Compliance Brief, the Government may invite an Offeror to submit a full written CSP following the instructions provided in Section 3.3 of this CSO.

2.2. Award. Upon favorable review of the CSP and/or the oral presentation, if requested by the Government, and per the evaluation process outlined below, and subject to the availability of funds, the Government may award a fixed price procurement contract or an OT for Prototypes under 10 U.S.C. § 4022 with fixed price payable milestones.

3. Guidelines for Compliance Briefs and Commercial Solution Proposals (CSPs)

3.1. General Guidelines

3.1.1. Page limits apply with 8-1/2 by 11-inch single-sided paper using not smaller than 12-point font. Font sizes of 8 or 10 point may be used for figures, tables, and charts.

3.1.2. Compliance Briefs and CSPs must be submitted in .pdf, .odx, .doc, or .docx formats

(and .xls, or .xlsx formats as specified in the Price Proposal section).

3.1.3. Neither Compliance Briefs nor CSPs shall include elaborate brochures or general capability statements. Specific examples of problems, approaches, or goals are preferred over qualitative generalities.

3.1.4. Use of a diagram(s) or figure(s) to depict the essence of the proposed solution is encouraged.

3.1.5. The performance period for any CSP submitted under this CSO shall be no greater than 24 months.

3.1.6. All Compliance Briefs and CSPs shall be unclassified.

3.1.7. Offerors are responsible for conspicuously identifying sections of the Compliance

Brief or CSP, including technical data and computer software that may be considered proprietary information. Submissions containing proprietary information must have the cover page. Each page containing such information must be marked with a label such as "Proprietary" or "Company Proprietary." NOTE: "Confidential" is a classification marking used to control the dissemination of U.S. Government National Security Information as dictated in Executive Order 13526 and must not be used to identify proprietary business information.

3.1.8. Send questions to EEICSO@darpa.mil.

3.1.9. Send Compliance Briefs and CSPs to EEICSO@darpa.mil.

3.1.10. Submissions sent through other media, channels or after the prescribed CSO open period will not be considered, reviewed, or evaluated.

3.1.11. Offerors whose Compliance Briefs or CSPs are not selected will be notified in writing as soon as reasonably practicable.

3.1.12. The cost of preparing Compliance Briefs and CSPs in response to this CSO is not considered a direct charge to any resulting award or any other contract. Compliance Brief and CSP preparation costs are not recoverable from the Government.

3.2. Step 1 – Compliance Brief (Page Limit: 2 pages)

3.2.1. Compliance Briefs shall include the following required content (in this order):

3.2.1.1. Title Page (not included in page limit) - Offeror Name, Unique Entity Identifier (if already registered in System for Award Management (SAM)), Title of Proposal, Address, Date, Administrative and Technical Points of Contact (Name, E-Mail Address, Phone).

3.2.1.2. Commercial Solution Summary - Provide a short summary of the proposed commercial solution, including its value proposition to government and commercial markets, maturity of the proposed solution (e.g., proof of concept, prototype, minimum viable product, catalog product offering, etc.), and concise summary of Offeror's Go-to-Market Plan to transition the technology into practical capabilities for military and civilian customers.

3.2.1.3. Describe how the proposed solution will enable a capability that is:

a) innovative (as described in Section 1.1.2.2); and

b) derived from DARPA R&D (as described in Section 1.1.2.3). Documentation of good faith negotiations in the form of copies of license agreements, letters of intent, etc., may be attached as appendices to the Compliance Brief (not included in page limit).

mailto:EEICSO@darpa.mil

3.2.1.4. Ownership, Control, and Influence Summary (Required for offerors who do not have existing contracts with DARPA or the DoD) - Provide a summary describing your organization’s ownership structure. Be sure to include:

a) If your organization is wholely owned, controlled, and operated by U.S. citizens, what other investors you may have, or if it includes foreign ownership or investors.

b) If you have other investors, then describe if they are U.S. or foreign (if foreign, please detail what country), and the percentage ownership and/or amount of control and influence they have over your organization’s activities.

3.2.2. Compliance Briefs will be reviewed for compliance with the requirements of this CSO. If the commercial solution is innovative, derived from DARPA R&D, and consistent with the goals of the EEI program including assessing any potential risks from foreign ownership, control, or influence, then it will be eligible to be invited to Step 2 to submit a CSP.

3.2.3. Following the review of Compliance Briefs and considering the availability of funds, the Government may elect to invite all, some, or none of the proposed solutions into Step 2 – Commercial Solution Proposal.

3.2.4. The Government will endeavor to complete the review of Compliance Briefs and notify the Offeror of the invitation within 15 business days of Compliance Brief receipt.

3.3. Step 2 – Commercial Solution Proposal (Page Limit: 8 pages)

3.3.1. CSPs will be evaluated by those Offerors invited to submit CSPs following the

Government's review of the Offeror's Compliance Brief. CSPs from Offerors who have not been invited to submit may not be reviewed.

3.3.2. CSPs shall include the following required content (in this order):

3.3.2.1. Title Page (not included in page limit) - Offeror Name, Unique Entity Identifier (if already registered in System for Award Management (SAM)), Title of Proposal, Address, Date, CSP Validity Period (minimum 120 days), Administrative and Technical Points of Contact (Name, E-Mail Address, Phone), and Other Team Members (subcontractors or consultants).

3.3.2.2. Technical Proposal:

a) Executive Summary - Provide a concise Executive Summary of the proposed solution and how it embodies the technology developed with DARPA R&D funding. If there have been substantive changes since the Compliance Brief was submitted, substantiate that the technology is innovative and derived from DARPA R&D; otherwise, this information does not need to be repeated.

b) Commercial Solution Overview and Problem Addressed - Provide a summary of the proposed solution, including answers to the questions below. Describe the potential value proposition to Government and commercial customers and how it may close capability gaps.

1. What problem does the proposed commercial solution solve?

2. How is the problem addressed today (what is the state of the art or practice), and what are the limitations of current approaches?

3. What is novel and/or unique about the proposed commercial solution, and why do you think it will be successful?

4. Who will benefit, and what will be the impact if the proposed commercial solution is successful?

c) Commercial Solution Viability, Business Maturity, and Capabilities - Describe the maturity of the proposed commercial solution (e.g., proof of concept, prototype, minimum viable product, catalog product offering, etc.). Articulate your perceived major risks to commercial and/or DoD transition and how this solution addresses those risks. Provide a brief summary of the Go-to-Market Plan to transition the DARPA-funded technology into practical capabilities for Government and commercial customers. The Go-to-Market Plan may, for example, address market research (size and segments, as well as customer discovery and military and civilian market demand for features and functionality), value proposition, business model validation with techno-economic analysis, identification of investment capital required, and strategy to attract U.S. investors, strategy and resources to obtain required regulatory approvals, and/or other milestones as appropriate to the particular commercial solution. The summary of the Go-to-Market Plan shall provide the rationale for the proposed Statement of Work (SOW).

d) Technical Approach and Readiness - If the Go-to-Market Plan requires the maturation of the proposed solution into a Minimum Viable Product (MVP), describe the rationale for an MVP.

e) Statement of Work - See SOW Template (CSO Attachment 1) for required content.

f) Commercial Solution Intellectual Property Rights Held by the Offeror (not included in page limit) - Identify any Intellectual Property (IP) in the technology, all relevant or potential owners and licensors, and associated restrictions on U.S. Government use. Describe the intellectual property rights the Offeror has to make, use, or sell the proposed commercial solution.

g) Offeror and Embedded Entrepreneur Qualifications and Capabilities (not included in page limit) - Provide a brief overview of the Offeror's capabilities and the qualifications of key personnel. Identify the knowledge, skills, and experience the team would seek in an Embedded Entrepreneur to augment the team to execute the Go-to-Market Plan.

3.3.2.3. Price Proposal: The Price Proposal shall propose the price to deliver the solution described in the Technical Proposal and specify whether it is proposing a procurement contract or OT. The proposed price shall include prices for any testing, validation, or scaling requirements. If the Technical Proposal includes an MVP, the Price Proposal shall price the MVP separately from the balance of the work to deliver the proposed solution.

a) Fixed Price Procurement Contracts: The Offeror shall propose a total fixed price with all components broken out in an Excel spreadsheet with working formulas.

Supporting price quotation documentation shall also be included in narrative form to provide a basis for the price, including enough information/explanation for the Contracting Officer to evaluate the price as fair and reasonable as indicated below.

The Government reserves the right to request any other labor cost data, pricing data, or supporting cost information deemed necessary to determine the price is fair and reasonable. The breakdown(s) shall include, at a minimum, the following major line items along with associated backup documentation:

1. Direct Labor: A breakout identifying the individual labor categories with associated labor hours and fully burdened labor rates, as well as a detailed Basis-of-Estimate (BOE) narrative description of the methods used to estimate labor costs;

2. Travel: Provide the purpose of each trip, number of trips, number of days per trip, departure and arrival destinations, number of people, etc.;

3. Other Direct Costs: Itemized with costs and backup documentation to support each cost;

4. Material/Equipment:

i. Itemized documentation supporting the reasonableness of any proposed equipment costs (e.g., vendor quotes, past purchase orders/purchase history, detailed engineering estimates, etc.) shall be provided, including a letter stating why the Offeror cannot provide the requested resources from its funding for the performing team.

ii. A priced Bill-of-Material (BOM) identifying, for each item proposed, the quantity, unit price, the source of the unit price (e.g., vendor quote, engineering estimate, etc.), the type of property (e.g., material, equipment, special test equipment, information technology, etc.), and a cross-reference to the Statement of Work (SOW) task(s) that require the item(s). At the time of CSP submission, any item that exceeds $2,000 must be supported with basis-of-estimate (BOE) documentation such as a copy of catalog price lists, vendor quotes, or a written engineering estimate.

b) Other Transactions: All Offerors requesting an OT must include all requirements in the OT Guide found at https://www.dau.edu/pdfviewer/Source/Guidebooks/Other- Transactions-(OT)-Guide.pdf and a detailed list of fixed payment milestones (Milestone Plan). Payment for each milestone will be made upon the successful completion of each milestone. It is noted that, at a minimum, milestones proposed must relate directly to and/or demonstrate accomplishment of, program or technical metrics as defined in the Offeror's CSP. Do not include proprietary data in milestone descriptions or exit criteria. Each milestone must include the following:

1. Milestone description.

2. Completion/Exit criteria (to include identifying all associated data deliverables, excluding those specifically providing project status).

3. Due date.

4. Payment/funding schedule (to include, if cost share is proposed, awardee and

Government share amounts).

c) Subcontract prices shall contain the same level of detail/breakdown as the prime proposal. Subcontractors may submit supporting calculations of their price/cost directly to EEICSO@darpa.mil at the same time of prime proposal submission.

3.3.2.4. DARPA-Specific Representations and Certifications. Offerors shall submit DARPA-Specific Representations and Certifications for all proposed award instrument types (procurement contract and OTs). See http://www.darpa.mil/work-with-us/reps-certs for further information on requirements depending on the requested award instrument.

https://www.dau.edu/pdfviewer/Source/Guidebooks/Other-Transactions-(OT)-Guide.pdf https://www.dau.edu/pdfviewer/Source/Guidebooks/Other-Transactions-(OT)-Guide.pdf

3.3.2.5. Other Terms and Conditions. Offerors may provide their suggested terms and conditions for consideration to be consolidated with the Government's. Note that there are certain terms and conditions the Government may be unable to accept.

3.3.2.6. Organizational Conflicts of Interest. Offerors shall disclose any potential organizational conflicts of interest and describe the action the Offeror has taken or proposes to take to avoid, neutralize, or mitigate such a conflict.

3.4. CSP Basis of Evaluation. CSPs will be evaluated as follows:

3.4.1. Compliance. The Government will first review the CSP for compliance. Concerning the requirement that the commercial solution be "innovative" as defined in Section

1.1.2.2 and "derived from DARPA R&D" as described in Section 1.1.2.3, reference will be made to the Compliance Brief submitted in Step 1, and any substantive changes described in the CSP. Noncompliant CSPs will not be evaluated.

3.4.2. Evaluation Criteria. The evaluation criteria for compliant CSPs are listed below.

Factor 1 is the most important factor. Factor 2 is the next most important factor.

Factor 3 is the least important factor. There are no subfactors. Government evaluators may rely on their business judgment and knowledge of the Offeror.

Proposals will not be evaluated against each other since they are not submitted in response to a common performance work statement or statement of work. In accordance with Class Deviation 2022-O0007, DARPA will also determine if funds are available for any potential awards.

3.4.2.1. Factor 1: Technical Merit/Risks and Importance to Agency Programs, including demonstrated feasibility and alignment with the goals of the DARPA EEI program;

3.4.2.2. Factor 2: Offeror's Qualifications, Experience, and Capabilities, including demonstrated experience commercializing innovative technologies, the qualifications and experience of key personnel, and access to resources (equipment, infrastructure) required to do the work proposed;

3.4.2.3. Factor 3: Proposed Price is fair and reasonable.

3.4.3. Additional Compliance Criteria for OTs. If the Contracting/Agreements Officer decides to pursue an OT, the CSP will be evaluated to determine if the following factors are met:

3.4.3.1. Meets the definition of a prototype;

3.4.3.2. Mission effectiveness is demonstrated;

3.4.3.3. Meets the requirements for eligibility at 10 U.S.C. § 4022:

a) There is at least one nontraditional defense contractor or nonprofit research institution participating to a significant extent in the prototype project; or;

b) All significant participants in the transaction other than the Federal Government are small businesses (including small businesses participating in a program described under Section 9 of the Small Business Act (15 U.S.C. § 638)) or nontraditional defense contractors; or

c) At least one-third of the total cost of the prototype project is to be paid out of funds provided by sources other than the Federal Government; or;

d) The senior procurement executive for the agency determines, in writing, that exceptional circumstances justify the use of a transaction that:

1. provides for innovative business arrangements or structures that would not be feasible or appropriate under a contract; or

2. would provide an opportunity to expand the defense supply base in a manner that would not be practical or feasible under a contract.

4. AWARDS - General Guidelines

4.1. Type of Award at Government Discretion. Upon favorable review of the CSP, and subject to the availability of funds, the Government may choose to make a fixed price award either using a fixed price procurement contract or OT with fixed price payable milestones and notify the Offeror as soon as practicable.

4.2. Negotiation of Award. The Contracting/Agreements Officer, with support of the proposal evaluation team, reserves the right to negotiate directly with the Offeror on terms and conditions, payment terms, etc., and to request proposal revisions based on evaluation strengths/weaknesses before execution of the resulting contract or OT. Note: Only a Government Contracting/Agreements Officer has the authority to enter into, or modify, a binding contract/agreement on behalf of the United States Government.

4.3. Requirements to Receive a Fixed Price Award (Procurement Contract or OT)

4.3.1. Offerors shall register in the System for Award Management (SAM) and have a Unique Entity Identifier (UEI) prior to receiving an award or agreement. Offerors who are not registered are advised to commence SAM registration if invited to Step 2.

4.3.2. Under FAR 4.1102 and 4.1201, Offerors requesting a procurement contract shall complete electronic annual representations and certifications at https://www.sam.gov/ prior to award.

4.3.3. Offerors shall register in the prescribed government invoicing system (Wide Area Work Flow: https://wawf.eb.mil/xhtml/unauth/registration/notice.xhtml) in order to receive payments under an award or agreement.

4.3.4. Award is contingent on Offerors being determined responsible by the Contracting/Agreements Officer, so Offerors must not be suspended or debarred from award by the Federal Government nor be prohibited by Presidential Executive Order and/or law from receiving an award.

4.4. Controlled Unclassified Information (CUI) and Controlled Technical Information

(CTI) on Non-DoD Information Systems. Information on Controlled Unclassified Information identification, marking, protection, and control will be provided by the Government and included in the award as applicable.

4.5. Source Selection Sensitive Information. DARPA policy treats all submissions as source selection sensitive information (see FAR 2.101 and 3.104) and discloses their contents only for the purpose of evaluation. During the evaluation process, support contractors may handle submissions for administrative purposes and assist with technical evaluation. All DARPA support contractors performing these roles are prohibited from performing DARPA-sponsored technical research and are bound by appropriate non-disclosure https://www.sam.gov/ https://wawf.eb.mil/xhtml/unauth/registration/notice.xhtml agreements. Subject to the restrictions outlined in FAR 37.203(d), input on technical aspects of the CSPs may be solicited by DARPA from non-Government consultants/experts who are bound by the appropriate non-disclosure requirements.

4.6. CSO Provision-Subject to Availability of Funds. Funds are not presently available for this CSO. The Government's obligation under this CSO is contingent upon the availability of appropriated funds from which payment for CSO purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are made available to the Contracting/Agreements Officer and the Contractor receives notice of such availability, to be confirmed in writing by the Contracting/Agreements Officer.

Agency Protests. For information concerning agency-level protests, see https://www.darpa.mil/work-with-us/procurementcontracts.

4.7. CSO Ombudsman: Scott Ulrey

4.8. CSO Contracting/Agreements Officer: Mary Beth Colavito

https://www.darpa.mil/work-with-us/procurementcontracts

DEFINITIONS

"Commercial Solutions Opening" (CSO) is a competitive procedure contracting officers may use to acquire innovative commercial products, technologies, or services, as provided in DARS Class Deviation – Defense Commercial Solutions Opening, DARS Tracking No. 2022-O0007, https://www.acq.osd.mil/dpap/policy/policyvault/USA000138-22-DPC.pdf.

"Other Transaction" means the type of Other Transaction (OT) that may be awarded as a result of this CSO. This type of OT is authorized by 10 U.S.C. § 4022 for prototype projects directly relevant to enhancing the mission effectiveness of military personnel and the supporting platforms, systems, components, or materials proposed to be acquired or developed by the DoD or for the improvement of platforms, systems, components, or materials in use by the armed forces.

"Prototype Project" is described in the DoD Other Transactions Guide (Version 1, Nov. 2018) issued by the Office of the Under Secretary of Defense for Acquisition and Sustainment:

https://www.dau.edu/pdfviewer/Source/Guidebooks/Other-Transactions-(OT)-Guide.pdf

"Nontraditional Defense Contractor" is defined in 10 U.S.C. § 3014 as an entity that is not currently performing and has not performed, for at least the one-year period preceding the solicitation of sources by the DoD for the procurement or transaction, any contract or subcontract for the DoD that is subject to full coverage under the cost accounting standards prescribed pursuant to 41 U.S.C. § 1502 and the regulations implementing such section. This includes all small business concerns under the criteria and size standards in 15 U.S.C. § 632 and 13 C.F.R. Part 121.

"Small Business Concerns" is defined in the Small Business Act (15 U.S.C. § 632(a)(1)).

Controlled Unclassified Information (CUI) is information the Government creates or possesses, or that an entity creates or possesses for or on behalf of the Government, that a law, regulation, or Government-wide policy requires or permits an agency to handle using safeguarding or dissemination controls. (32 C.F.R. 2002.4(h)) https://www.acq.osd.mil/dpap/policy/policyvault/USA000138-22-DPC.pdf https://www.dau.edu/pdfviewer/Source/Guidebooks/Other-Transactions-(OT)-Guide.pdf