SpEC_CM_Solicitation_2017.docx

DEPARTMENT OF THE AIR FORCE

SPACE AND MISSILE SYSTEMS CENTER (SMC)

LOS ANGELES AIR FORCE BASE, CALIFORNIA

SOLICITATION FOR THE

SPACE ENTERPRISE CONSORTIUM

Solicitation Number: FA8814-17-9-0001

Issue Date: 7 June 2017

Advanced Systems and Development Directorate

SMC/AD

483 N. Aviation Blvd Los Angeles AFB, CA 90245

Contents

OVERVIEW INFORMATION

· Federal Agency Name – Air Force Space Command

· Funding Opportunity Title – Space Enterprise Consortium Other Transaction Agreement for Prototype Projects

· Solicitation Type – Initial announcement

· Solicitation Number – FA8814-17-9-0001

· 2017 NAICS Code: 541715 Research and Development in the Physical, Engineering and Life Sciences

· Dates Proposal Due Date: 1600 PDT, 7 July 2017 Questions Due Date: 1600 PDT, 17 July 2017

• Concise description of the opportunity: Solicitation for selection of the Space Enterprise Consortium and Consortium Manager

• Total amount of money to be awarded: Initial award is $0 with a total ceiling of $100M

• Anticipated individual awards – One award is anticipated.

• Types of instruments that may be awarded -- Other Transaction for Prototype Projects

· Points of Contact:

SMC/AD

Space Enterprise Consortium Office Attn: Agreement Management Office/Kathleen Scholefield 483 N. Aviation Blvd Los Angeles AFB, CA 90254 Email: kathleen.scholefield@us.af.mil Phone: 310-653-9679

1.0 INTRODUCTION

To take advantage of industry trends, the Space and Missile Systems Center (SMC) seeks to establish an Other Transaction (OT) Agreement with a Space Enterprise Consortium (SpEC). Objectives of the SpEC OT Agreement include: 1) minimizing barriers to entry for small businesses and non-traditional vendors to work with the U.S. Government and to identify and realize teaming opportunities among entities to promote integrated research and prototyping efficiencies, and 2) reducing the cost of prototype development. The OT Agreement will also enable the Air Force and the DoD Space community to more easily and quickly achieve the joint Space Enterprise Vision (SEV) of a more capable, resilient, and affordable enterprise.

Using statutory authority granted under the OT for Prototype Projects, the Air Force will competitively select the SpEC, which is a legal entity whose members will be comprised of both traditional and non-traditional defense contractors. As part of the competition to select the SpEC, the Air Force will evaluate the Consortium Manager (CM) that is responsible for establishing and managing the SpEC membership’s operations under the terms of the consortium’s Articles of Collaboration, or other governing legal framework. This solicitation will select the SpEC and its CM that will provide the best value to the Government for delivering space-related prototypes. The Government will then enter into a five-year OT Agreement with the legal entity consortium for up to a total of $100M for all combined SpEC prototype projects.

Following selection of the consortium and its CM by the Air Force, and upon execution of the SpEC OT Agreement, the SpEC CM will be responsible for further building membership in the SpEC by attracting, retaining, and mentoring members to prepare them to compete for forthcoming space-related prototype projects that will be solicited by the Air Force Agreements Officer on behalf of DoD customers who request to use the SpEC OT Agreement for their space-related prototype requirements. The CM will aide in building teaming arrangements among consortium members, as needed, to best meet the requirements of individual projects. By competing the SpEC and its CM, as well as competing each of the ensuing prototype projects among the consortium membership and bringing them to successful completion, the Air Force believes it will satisfy the requirements of the authority granted in the FY16 National Defense Authorization Act that permit the streamlining of potential future follow-on production awards resulting from successful prototype projects.

2.0 SPACE ENTERPRISE CONSORTIUM DESCRIPTION

2.1 SpEC GOALS

As discussed previously, the goals of the Space Enterprise Consortium (SpEC) include, but are not limited to, enabling achievement of the SEV and continuing efforts to bend the cost curve. The SEV intent is to build an agile and resilient space enterprise by 2030 by changing how space systems are conceived, developed, acquired, launched, and operated. Systems will no longer be designed and operated as independent, “stovepiped” programs and platforms. They will be replaced by an “enterprise” approach that enhances deterrence, can survive in threatened environments, and will continue to provide mission capabilities.

Constant innovation and rapid technology advances are occurring throughout the space industry, especially in “New Space” companies with agile development and deployment processes. Partnerships with commercial industry, the civil space sector, and others will be used to leverage these approaches and increase flexibility and agility, reduce cost, improve technology and capability insertion, and decrease program development cycles. Investments in prototype development will reduce risk and increase constellation refresh rates to improve the availability of new technology on-orbit. This will improve system responsiveness and survivability. Launch will evolve to a paradigm with more frequent, regularly scheduled launches to each orbit regime and will be complemented by spacecraft designed to fit on standardized launchers with standardized interfaces for faster, more predictable access to space.

The strength and synergy of mutually supporting capabilities will enable the integrated employment of force enhancement, space control, command and control, and situational awareness capabilities. These force packages will protect and defend space systems to assure delivery of critical space effects in tactically relevant timelines.

2.2 MANAGEMENT APPROACH AND PROGRAM PLAN

The SMC/AD team plans to award an Other Transactions (OT) Agreement to a consortium for the purpose of researching, developing, testing and evaluating prototypes. After the SpEC is established, Government customers from within the DoD with Space-related (e.g. Ground Segment, Launch Segment, Space Segment) requirements will use this new OT Agreement to execute prototype projects. SMC/AD will verify funding availability and perform a scope determination prior to releasing each new prototype project requirement to the CM. The CM will then distribute each solicitation to all members eligible to receive the information, collect all proposals, and provide unfiltered proposals to the Government for evaluation and selection. However, the CM is expected to perform a quality assurance review of proposals as part of its mentorship role. This process will adjust to reflect the specific needs of each prototype project and could include, for example, the use of whitepapers before formal proposal submission, limited cost proposals, and/or shoulder-to-shoulder discovery with the Government.

Upon completion of the prototype project competition evaluation, the selected prototype project award will be placed onto the OT Agreement as a modification executed by the Agreements Officer and the CM on behalf of the Consortium and the selected project performer member(s). Thereafter, the selected project performer member(s), the Agreements Officer, and the Government project sponsor will proceed with execution in an open and collaborative manner as shown in Figure 1. The Agreements Officer in SMC/AD will retain overall authority regarding the Agreement including administration of instructions for payment through the CM (who will in turn pay the project performer member(s)), including the sole government authority for changes to the Agreement, and formal closeout of projects.

Figure 1. Planned Communication Structure

2.2.1. Key Milestones

The following list of key milestones represent the Government’s best estimate for activities related to the selection of the CM, establishment of the SpEC, and execution of the first prototype project.

· SpEC CM Proposals Due: 7 July 2017

· SpEC CM Award: September 2017

· SpEC Kickoff Meeting: September 2017

· Release of First Prototype Solicitation: September 2017

· Prototype Proposals Due: October 2017

· Award of First Prototype: November 2017

2.2.2 Key Deliverables

The key deliverables under this Agreement are future prototype projects. The number and types of reports to be provided by the CM on behalf of the consortium will be specified in the OT Agreement and associated Statement of Work, but will include as a minimum an initial SpEC kickoff held at SMC/AD, monthly programmatic reviews covering SpEC activities, performance and issues, and quarterly financial reviews. A Final Report summarizing consortium activities and accomplishments will be required at the conclusion of the performance period for the Agreement, notwithstanding the fact that the prototype projects may be continued under a follow-on vehicle. At least one electronic copy of each report will be delivered to the Agreements Officer.

3.0 ADDITIONAL GUIDANCE

RESERVED

4.0 PROPOSAL PREPARATION INSTRUCTIONS

For planning purposes only, Offerors should assume an award date of August 2017 however, proposals in response to this solicitation shall be valid for 180 days from receipt of offer. The following conditions also apply:

1. After the due date of the proposal, proposal revisions may only be accepted if requested or allowed by the Agreements Officer.

2. The proposal may be withdrawn at any time prior to award of the resulting OT Agreement by providing written notice to the Agreements Officer.

3. The Government may reject any or all proposals if such action is in the Government’s interest.

4. The Government reserves the right to modify this solicitation by publishing subsequent notice(s) to the Federal Business Opportunities website (FedBizOpps.gov).

5. The Government reserves the right to cancel this solicitation. In the event the Government cancels this solicitation, the Government has no obligation to reimburse an Offeror for any costs.

6. There is no funding provided for the Consortium Manager upon selection. Funding will be obligated at award of the first prototype project.

4.1 Proposal Format Instructions

The following sections describe the content and structure Offerors will follow in developing their proposals. Offerors must include a reference to the appropriate SOW paragraphs for each section of the proposal and limit proposal length to comply with instructions. The page limit for the proposal and each section is contained in Table 1 below. Pages exceeding stated limits will not be evaluated. All pages must be numbered and utilize a page size of 8.5” x 11” with 1” top, bottom and side margins. 12-point font is the minimum, including tables and graphics. Front matter such as cover pages, tables of contents, lists of figures, and cross reference matrices are excluded from the page count limitations.

Table 1. Proposal Submission Instructions

Executive Summary IS included in page count

4.2 Proposal Due Date and Delivery

The proposal must be received by the day and time contained in the Overview Information section of this solicitation. Note that email systems, storage limits, and firewalls may present a risk to successful submission. It is strongly recommended to allow enough time to troubleshoot problems surrounding proposal submission. It is each Offeror’s responsibility to confirm that the Government has received its proposal. Contact the Agreements Officer verbally to confirm successful receipt.

4.3 Submission Information

The proposal must be sent electronically in Microsoft Word and PDF format. Oral presentations, models, mockups, or videos will not be accepted. Email a copy of the proposal to the following addresses: kathleen.scholefield@us.af.mil (primary) and frank.strub@us.af.mil (backup). Please note the Government’s firewall limits emails to no more than 10MB. Offerors may use multiple emails if necessary to avoid exceeding this limit. Offerors shall request voice confirmation of receipt in their submittal email and not consider the proposal delivered until such confirmation is provided by the Agreements Officer. At their discretion, Offerors may choose to deliver a hard copy or CD version of their proposal to the Agreements Officer following confirmation of successful receipt of the email version. Only the emailed proposal will be used to assess compliance with due date requirements.

4.4 Security

The Consortium Manager shall be required to have access to U.S. classified information. However, this effort does not require the Consortium or Consortium Manager to possess an active facility clearance prior to award of the Agreement. At a minimum, the CM’s Key Management Personnel (KMP) and Facility Security Manager(s) must possess active Top Secret clearances and be eligible for access to Sensitive Compartmented Information (SCI) at the time of award. Please note the Government is not requiring the Consortium or Consortium Manager to establish its own organic classified facilities (i.e. SCIF) at this time.

Eligibility for access to SCI and other controlled access program information shall be contingent on meeting DNI personnel security standards as measured by investigative activities prescribed in ICPG 704.1 and the application of specific adjudicative guidelines contained in ICPG 704.2. The personnel security standards and threshold criteria for eligibility for access to SCI are as follows:

1. The subject requiring access to SCI must be a U.S. citizen.

2. The subject must be stable, trustworthy, reliable, discreet, of excellent character, and sound judgment; and must be unquestionably loyal to the United States.

3. Members of the subject’s immediate family and any other person(s) to whom the subject is bound by affection or obligation shall not be subject to physical, mental, or other forms of duress by either a foreign power or by persons who may be or have been engaged in criminal activity, or who advocate either the use of force or violence to overthrow the U.S. Government, or alteration of the form of the U.S. Government by unconstitutional means.

If the successful Offeror does not currently participate in the National Industrial Security Program (NISP), the following requirements must be executed within 30 calendar days of award to ensure the Consortium Manager and Consortium members can obtain access to U.S. classified information:

1. The Consortium Manager shall execute a Defense Security Agreement with the Federal Government to outline the responsibilities of the Consortium Manager and the Federal Government.

a. The agreement shall outline how the Consortium Manager will manage Consortium Manager (organizational) access to U.S. classified information, the management of potential consortium members’ access to classified information and the expectations of how the Federal Government will facilitate access.

b. The agreement shall also outline the obligations of contractors to abide by the security requirements of the National Industrial Security Program Operating Manual.

2. Submit a Defense Security Agreement to the Defense Security Service (DSS) acknowledging participation in the NISP.

3. Have access to a cleared facility (a designated operating entity in the Government, private industry, or at a college/university). A Final Top Secret facility clearance must be in place prior to obtaining access to SCI.

a. In the event a Facility Security Clearance needs to be established, the Consortium Manager shall begin the following within 3 business days of award:

i. The Consortium Manager’s Key Management Personnel (KMP) through their Facility Security Officer (FSO) shall work with the appropriate Government security mangers and Cognizant Security Authority (DSS) for certification and approval of the Consortium Manager’s own Facility Security Clearance.

Classification of future prototype projects will be determined on a case-by-case basis, but could include up to TOP SECRET/SCI and Special Access Program requirements.

4.5 Communications and Questions

Dialogue will remain open throughout the selection process. All dialogue with the Government regarding this solicitation, proposals, or any other issue relating to the competition can only be in the form of questions that are submitted by e-mail to the Agreements Officer. Questions regarding the solicitation are due to the Agreements Officer no later than the date contained in the Overview Information section of this solicitation. Responses may be shared publicly.

4.6 Proposal Handling

It is the Government’s policy to treat all proposals as competition sensitive information and to disclose their contents only for the purpose of evaluation. Restrictive notices notwithstanding, during the evaluation process, submissions may be handled by support contractors for administrative purposes and/or to assist with technical evaluation. All support contractors performing this role are expressly prohibited from performing SMC-sponsored technical research and are bound by appropriate nondisclosure agreements. Upon completion of the competition process, the Government will retain an electronic copy of each proposal received.

Offerors shall mark all proposals that are to be protected for five years from FOIA disclosure with a legend identifying the documents as being submitted on a restricted basis.

Offerors are advised that data submitted to the Government in response to this solicitation will be released to individuals who work for the following companies as non-Government advisors:

The individuals participating in the review and analysis of proposals have signed individual non-disclosure agreements with the Government that strictly prohibit any release or disclosure of information outside of the source selection team. Offerors not wishing to have their proposal released to the non-Government advisors listed above must notify the Agreements Officer prior to proposal submission.

4.7 Eligibility Information

All responsible sources must meet the following conditions and be capable of satisfying the Government's needs to be considered for selection as the Consortium Manager. Proposals that do not meet eligibility requirements will not be evaluated.

1) Eligible Applicants must:

i) Be free from organizational conflicts of interest.

ii) Possess personnel with active TOP SECRET clearances who are SCI eligible and access to TS/SCI accredited facilities and networks NLT 30 days after award.

iii) Not be a Federally Funded Research and Development Center (FFRDC). FFRDCs and Government entities (e.g., Government/National laboratories, military educational institutions, etc.) are subject to applicable direct competition limitations and cannot propose to this solicitation in any capacity. This limitation applies for FFRDCs proposing to be either prime Offerors or subofferors.

iv) Be a U.S. entity that is ITAR compliant with a DD 2345 submitted within 30 days of Agreement award. Non-U.S. organizations and/or individuals are prohibited from proposing for the role of Consortium Manager. Participation by non-U.S. organizations or individuals within the SpEC itself will be determined by the consortium membership.

v) Provide a draft Consortium Membership Agreement and Letters of Intent from at least five potential members, or five current members if proposing an existing consortium, in Section 2.8 of the proposal.

4.8 Award Information

The Government anticipates selecting a single proposal for award of the OT Agreement. The amount of resources made available under the ensuing Agreement will depend on the funds available for each prototype.

The Government reserves the right to select for negotiation all, some, one, or none of the proposals received in response to this solicitation, and intends to make an award based upon the evaluation of initial proposals without holding dialogue with Offerors. Therefore, Offerors are strongly urged to provide their best efforts in proposal preparation including the very best terms available. If it is in the best interest of the Government to do so, the Government also reserves the right to conduct dialogue, or not to conduct dialogue, with any offeror via telephone, email, Skype, or other methods regarding a particular proposal.

The Government reserves the right to remove an Offeror from award consideration at any time and for any reason that is in the Government’s best interest, such as if the parties fail to reach agreement on award terms, conditions, and compensation approach within a reasonable time or the Offeror fails to provide requested additional information in a timely manner.

In all cases, the Agreements Officer shall have sole authority to enter into negotiations and to execute a legally binding OT Agreement on behalf of the Government.

Upon selection and award of the OT Agreement, the successful Offeror will be provided a reasonable length of time necessary to formally establish the consortium legal entity, if not already established, and to prepare to facilitate selection of the first prototype project performer. The Government estimates no more than 120 days between award of the SpEC OT Agreement and award of the first prototype project modification to the OTA.

Any objections to this solicitation process or the conduct of receipt, evaluation, or award of the OT Agreement must be presented in writing within ten (10) calendar days of (1) the release of this solicitation, or (2) the date the objector knows or should have known the basis for its objection. Objections should be provided in letter format, clearly stating that it is an objection to this solicitation or to the conduct of evaluation or award of an Agreement, providing a clearly detailed factual statement of the basis for objection. Failure to comply with these directions is a basis for summary dismissal of the objection. A Letter of Objection should be sent to the Agreements Officer. The AO will adjudicate all objections to this selection process.

4.9 Administrative Requirements

Reporting It is not anticipated that any SpEC OT Agreement modification for prototype projects will meet the dollar criteria or risk management considerations in DoDI 5000.02 and therefore compliance with DoD policy for defense acquisition programs is not expected. However, each resultant prototype project agreement will be evaluated on a case-by-case basis to ensure compliance with appropriate requirements.

The consortium member(s) selected to perform the prototype project will also provide appropriate technical information to facilitate reporting to Defense Technology Information Center (DTIC).

5.0 REQUIRED PROPOSAL CONTENT

The following section provides instructions Offerors will follow in preparation and submission of their proposal. The proposal shall include:

5.1 SECTION 1 –PRIOR EXPERIENCE AND MANAGEMENT PLAN

Proposal Cover Page (Not included in page limits) The cover page shall include the following information:

1) Program title

2) The solicitation number

3) The names, addresses, telephone numbers, and relevant email addresses for the Offeror’s principal points of contact (both technical and administrative)

4) Entity Type (non-profit, not for profit, for profit, etc.):

5) A statement specifying that the Offeror either agrees with all terms, conditions, and provisions included in the solicitation, or reference to the page(s) in the proposal where those elements the Offeror disagrees with are identified and discussed. (NOTE: exceptions to terms and conditions will be considered as part of an integrated assessment of all offers received. Thus, the most effective time to request clarification or express exception to a term or condition set forth in the solicitation is during the proposal preparation stage, i.e. prior to the proposal due date, not within the proposal.)

6) Names, titles, telephone numbers and email addresses of persons authorized to negotiate with the Government on the Offeror’s behalf in connection with this solicitation; and

7) Name, title, and signature of person authorized to sign the proposal and enter the entity into a binding agreement with the Government.

5.1.1 Section 1.1 – Executive Summary

Briefly and concisely, present the important aspects of the proposal through an organized description of the Offeror’s approach to meeting the objectives of the SOW in Appendix A.

5.1.2 Section 1.2 – Offeror’s Prior Experience

The Prior Experience section should indicate the relevant aspects of each Offeror’s record of performing services similar in size and complexity of the requirements of this solicitation. Prior experience consists of at least two (2) separate efforts performed by the Offeror, or a major subofferor, within the past five (5) years, or active (underway at least one year), that is similar in size and complexity to the requirements of this solicitation. The prime Offeror must have performed at least one (1) of the efforts. Table 2 in Section 5.2.1 provides the baseline the Government will use in determining an effort’s relevancy with regards to size and complexity. A “subofferor” is similar to a subcontractor to the CM who performs management duties in support of the SpEC and is also restricted from pursuing future prototype projects solicited on the SpEC OT Agreement.

“Offeror” and “major subofferor,” for purposes of this solicitation can include predecessor companies. Entities submitting the prior experience of a predecessor entity or the prior experience of the company's principal owner(s) or corporate officer(s), shall also submit a thorough and clear explanation of why such information should be considered predictive of the Offeror's performance under an agreement resulting from this solicitation.

The prior experience section of the Offeror’s proposal shall include the following:

1) A description of at least two (2) relevant agreements/contracts for the proposed CM or CM team, including any major subofferors, one of which shall have been performed by the Offeror. The description shall contain the following information (within the page limits established for Section 1).

a) Agreement/Contract Title

b) Agreement/Contract Number

c) Agreement/Contracting Agency/ Private Company

d) Points of Contact (POC) in the program and agreement/contracting offices, including accurate telephone numbers and e-mail addresses

e) Agreement/Contract Type (FFP, CPFF, etc.)

f) Agreement/Contract Period of Performance (beginning and ending dates)

g) Agreement/Contract Value (awarded value, current and/or final value if completed)

h) Indicate if company was the prime or a subofferor

i) Average number of concurrent prototype projects (for task order contract)

j) Detailed explanation of relevancy to the objectives of the SpEC and responsibilities of the SpEC Consortium Manager. Aspects of relevant activities can include, but are not limited to:

(a) Management of large groups of traditional and non-traditional contractors via Other Transaction Agreement

(b) Coordination and oversight of multiple, concurrent, and technically challenging projects at varying classification levels from solicitation to execution

(c) Mentorship of non-traditional contractors and facilitation of transitioning commercial products/solutions into DoD applications

The Government reserves the right to request additional prior experience information from anyone, including, but not limited to, other subofferors, that may be deemed critical by the Government, and from entities that will substantially contribute to the proposed agreement, or have the potential to significantly impact performance of the proposed agreement.

If an Offeror does not have any relevant prior experience history as determined herein, it will not be considered for selection.

5.1.3 Section 1.3 – Management Plan

The Offeror shall clearly present the processes and procedures that it will execute throughout the lifecycle of the SpEC to achieve the Government’s objectives in Appendix A. For each section of the approach description, identify which paragraph of the SOW is being addressed and ensure the SOW is completed and provided according to Section 5.2.7 of this solicitation. Items to address include, but are not limited to, organizational structure, an approach to meet requirements in Section 4.4 of this solicitation, timeline for establishing the consortium, use of any Government Furnished Material, and procedures for facilitating execution of projects, to include those with classification requirements.

5.2 SECTION 2 – COMPENSATION APPROACH AND AGREEMENT DOCUMENTATION

5.2.1 Section 2.1 – Description of Compensation Approach

In this section, the Offeror should explain in detail its compensation approach and estimated revenue on an annual basis, along with supporting rationale, to be incorporated into the OT Agreement terms. It is the Offeror’s responsibility to ensure the proposed compensation approach is clearly defined, adequately supported with assumptions and rationale, and inclusive of all planned sources of revenue. Provide examples from prior experience demonstrating reasonableness of the proposed compensation approach. Table 2 below contains the Government’s best-estimated quantity for the timing and size of future prototype projects. This information is not a promise of funding or a commitment to schedule, but should be used by the Offeror to develop a proposed compensation approach.

Table 2 Best Estimated Project Flow

In describing its compensation approach, each Offeror shall include key assumptions, including use of any Government Furnished Material (GFM). (See Section 5.2.3 below.) When considering the risks associated with proposing a given compensation approach, Offerors should note the Model Agreement in Appendix B allows for the renegotiation of the Consortium Manager’s compensation after a year of performance.

Revenue generated through fees paid by the Government are not the only allowable source of income for administration of the consortium. CMs planning to use other sources such as membership dues or conference attendance fees should include this planned revenue in the proposal, but clearly segregate those revenue streams from the fees incurred by the Government from modifications for prototype project awards. Including all potential sources of revenue will improve the Government’s ability to determine if the annual and total anticipated revenue is reasonable to enable achievement of the Best Value goals contained in the SOW.

5.2.2 Section 2.2 – Exceptions to Articles and Proposed Agreement Terms The Offeror shall list any exceptions to the Articles contained in the Appendix B Model Agreement and submit any non-standard terms and conditions they suggest in the Agreement. Exceptions or changes shall be clearly highlighted using track changes or some other means to clearly identify them.

5.2.3 Section 2.3 – Government Furnished Material (GFM)

The Government expects the Offeror to provide all equipment, software, personnel, and resources necessary to perform the requirements for this agreement to operate and manage the SpEC. However, if absolutely necessary, the Offeror shall identify required Government-furnished facilities, data, facility improvements over existing facility capabilities, and equipment to support the management approach. Also discuss any required GFM as part of the Management Plan and Compensation Approach. The Government reserves the right to adjust an Offeror’s proposed Compensation Approach to reflect the use of any GFM.

5.2.4 Section 2.4 – Subofferor List

To facilitate Government organizational conflict of interest (OCI) determinations, Offerors are required to submit a complete list of organizations participating on their management team (this does not include potential SpEC members), including their cage codes, DUNS numbers, and their role.

5.2.5 Section 2.5 – Intellectual Property and Data Rights

The Government anticipates obtaining “Government Purpose Rights” consistent with those specified in the DFARS for prototypes delivered under this OT Agreement. However, the Government recognizes that intellectual property rights can and may be negotiated separately for each prototype project modification. The Offeror’s membership agreement attached to the proposal must clearly demonstrate that Consortium members agree and are obligated to provide the Government the negotiated intellectual property rights for a prototype they develop under this OT Agreement.

5.2.6 Section 2.6 – Organizational Conflict of Interest (OCI) This section of the proposal will include any necessary discussion regarding the Offeror’s Organizational Conflicts of Interest and associated plan for mitigating those conflicts.

The Offeror shall conduct an OCI review to determine whether there are any potential or actual OCIs. If any OCIs are identified, the Offeror shall disclose them in their proposal along with a proposed Mitigation Plan. The proposed OCI Mitigation Plan shall:

· Describe in detail any potential OCIs of which the Offeror is aware associated with its or any of its divisions'/affiliates'/subofferors' performance under any contract it or any of its divisions/affiliates/subofferors have been or may be awarded by any federal agency or any other entity whose performance may create an OCI if awarded the SpEC OT, including whether the Offeror is a member of more than one team, consortium, or partnering arrangement that is proposing prototype development efforts under this agreement,

· Describe in detail the methodology the Offeror used to identify those potential OCI issues,

· Describe in detail the specific techniques the Offeror and its subofferors intends to use to mitigate each potential OCI identified in its proposed OCI Mitigation Plan, and affirm that if awarded an agreement, the Offeror and its subofferors cannot and will not compete for future SpEC prototype awards, Prime Contractor roles for follow on efforts resulting from SpEC prototypes, nor compete for future Systems Engineering and Integration (SE&I) contracting support for SpEC prototype projects.

Once the proposals have been received, and prior to the start of proposal evaluations, the Government will assess potential conflicts of interest and will promptly notify the Offeror if any appear to exist. The Government assessment does NOT affect, offset, or mitigate the Offeror’s responsibility to give full notice and planned mitigation for all potential organizational conflicts. If in the sole opinion of the Government after full consideration of the circumstances, a proposal fails to fully disclose potential conflicts of interest and/or any identified conflict situation cannot be effectively mitigated or avoided, the proposal will be rejected without technical evaluation and withdrawn from further consideration for award.

If a prospective Offeror believes a conflict of interest exists or may exist (whether organizational or otherwise) or has questions on what constitutes a conflict of interest, the Offeror should send his/her contact information and a summary of the potential conflict to the Agreements Officer before time and effort are expended in preparing a proposal and mitigation plan. However, Offerors are advised that their CM shall be excluded from competing for, or performing any part of, a prototype project award under the SpEC OT Agreement. This restriction must be acknowledged in the Offeror’s proposal and must be reflected in the Offeror’s administrative agreements.

5.2.7 Section 2.7 - Offeror’s Proposed Statement of Work (SOW) The Offeror shall include a proposed SOW for management of the consortium using the template contained in Appendix A. This is intended to provide additional detail on the Offeror’s management plan. Offerors shall insert proposed lower-level tasks under each key objective in Paragraph 2.0 using track changes. Offerors shall also provide a proposed list of reports and deliverables necessary in Paragraph 3.0 to execute the management plan. The proposed SOW should accurately describe the work to be performed by the Consortium Manager and will be incorporated into any resultant agreement. The proposed SOW must contain a summary description of tasks, but not in so much detail as to make it inflexible for either party.

5.2.8 Section 2.8 - Draft Consortium Membership Agreement and Letters of Intent Offerors shall attach copies of their existing or anticipated Consortium Management Agreements, Membership Agreements, and any other administrative agreement(s) between the Consortium, Manager and/or Members. (These attached copies shall not count against page limitations.)

A draft or existing Consortium Membership Agreement and Letters of Intent from at least five potential members, or five current members if proposing an existing consortium, shall be included in the proposal. For planning purposes and to aid Offerors with initial efforts soliciting members, the Government anticipates the first prototype projects will include hardware prototypes related to satellite buses and payloads.

5.2.9 Section 2.9 – International Traffic in Arms Regulation

Offerors shall provide a completed and certified DD Form 2345, Militarily Critical Technical Data Agreement or a plan to provide one consistent with paragraph 4.7.1.iv. Please note, pen and ink changes to a DD Form 2345 render the certificate void. Instructions for submitting a DD Form 2345 for approval can be found at the Defense Logistics Agency Joint Certification Program website at https://public.logisticsinformationservice.dla.mil/PublicHome/jcp/.

6.0 EVALUATION CRITERIA FOR AWARD

The successful Offeror under this solicitation will be that Offeror whose proposal represents the best value to the Government. An agreement may be awarded to the Offeror who is deemed responsible, whose proposal conforms to the solicitation's requirements (to include all stated terms, conditions, representations, certifications, and all other information required by this solicitation) and is judged, based on the evaluation factors, to represent the best value to the Government. The Government will compare differences in the value of management approaches and prior experience with differences in compensation approach. In making this comparison, the Government values superior prior experience and management capabilities more than it does the lowest price to the Government. This may result in an award to a higher-rated, higher-priced Offeror, where the decision is consistent with the evaluation factors, and the Selection Review Official (SRO) reasonably determines that the prior experience and/or overall management approach of the higher priced Offeror outweighs the price difference. The SRO will base the award decision on an integrated assessment of proposals against all evaluation factors in the solicitation.

The Offeror’s initial proposal should contain the Offeror’s best terms and preparation efforts as the Government intends to make an award of the OT Agreement without negotiations if it is in the Government’s interest to do so. The Government reserves the right to conduct negotiations with any offeror if the Agreements Officer determines them to be necessary.

The Government reserves the right to incorporate features of the Offeror’s proposed approach in the resulting OT Agreement. Innovative approaches are encouraged, but must include an assessment of risk, risk mitigation strategy, alternatives, and impact on achieving program objectives. Subject to page limitations described in the proposal instructions, all information furnished by Offerors will be evaluated, including exchanges that occur during negotiations, should this be determined to be in the Government’s best interest.

6.1 EVALUATION CRITERIA

Proposals will be evaluated using the following factors, listed in descending order of importance: (a) Offeror’s Prior Experience, (b) Management Plan, and (c) Compensation Approach Reasonableness.

(a) Offeror’s Prior Experience Factor This criteria is Pass/Fail with a qualitative confidence rating. The Government will determine whether or not the Offeror’s prior experience demonstrates an ability to develop and manage consortiums or efforts of similar size and complexity as the SpEC. Table 2 in Section 5.2.1 provides the baseline the Government will use in determining an effort’s relevancy with regards to size and complexity. To receive a “Pass” rating, the Offeror's prior experience in at least two similar efforts must be both recent and relevant and at least one effort must be performed by the prime Offeror. Recent projects shall have been performed during the past five years from the date of issuance of this solicitation.

Relevant projects will clearly demonstrate that the proposed team has experience attracting, organizing, managing, mentoring, and retaining both traditional and non-traditional contractor members of successful consortia or similar entities involving the administration of multiple concurrent projects at varying classification levels. It is the Offeror’s responsibility to clearly demonstrate the rationale supporting the relevancy of prior experience for efforts not directly related to management of consortia. Offerors receiving a “Pass” rating will then be assigned a confidence rating using the factors in Table 3.

Table 3 Definition of Confidence Ratings for the Prior Experience Factor

The evaluators may consider the Offeror's (including subofferors/subcontractors, teaming arrangements, and joint ventures) prior experience in aggregate, in addition to an effort-by-effort basis. Offerors without a record of at least two recent and relevant prior experience references or for whom information on prior experience is not available will not be considered for selection. Only proposals that receive a “Pass” rating will proceed to evaluation of the Management Plan Factor .

(b) Management Plan Factor The Management Plan Factor will receive a single confidence rating providing an assessment of the Government’s confidence of the Offeror's solution for meeting the objectives in Appendix A. Table 4 provides a definition of each rating. An effective Management Plan includes a well-defined organizational structure, an approach to meet requirements in Section 4.4 of this solicitation, a detailed plan to rapidly establish, grow, and maintain an innovative and capable SpEC membership, a description of the types of mentoring activities the Offeror will make available to consortium members, and proven processes to execute prototype projects at varying classification levels.

Table 4 Definition of Confidence Ratings for the Management Plan Factor

The confidence rating includes consideration of the strengths and weaknesses of the proposed approach as defined in Table 5 below. All documented strengths and weaknesses will be used in determining the overall confidence rating for this factor. Only proposals that receive a “Medium Confidence” or a “High Confidence” will proceed to evaluation of the Compensation Approach Reasonableness.

Table 5 Definition of Strengths and Weaknesses

(c) Compensation Approach Reasonableness The Compensation Approach Reasonableness Factor will be evaluated based on the Total Estimated Revenue (TER) of the effort. The TER will represent a sum of the entirety of estimated revenue, based on the proposed compensation approach, for the duration of the agreement. The TER will be assessed to determine if the proposed compensation structure is reasonable for the management approach and is consistent with the Offeror’s SOW, reflecting a sufficient understanding of the costs and level of effort needed to successfully accomplish the Government’s objectives. This includes assessing barriers to entry for SpEC members against an appropriate fee paid by the Government. A “Reasonable” compensation approach for these purposes represents a price that a prudent businessperson would pay for an expectation of receiving similar high-quality, reliable service under competitive market conditions and based on a comparison of proposed prices received in response to this solicitation; in other words, it is a price that is not too high. The Government reserves the right to adjust an Offeror’s proposed Compensation Approach to reflect the use of any GFM.

This factor should not be interpreted to indicate that fees paid by the Government from the proposed compensation approach can be the only permitted source of revenue for the Consortium’s administration and management costs.

6.2 REVIEW AND SELECTION PROCESS

The Government will follow the process below to select the best value Offeror:

1. Receive proposals and perform an eligibility determination.

2. For those proposals deemed eligible, the Government will evaluate the Offeror’s prior experience and assign a Pass/Fail rating along with a confidence rating.

3. For those Offeror’s receiving a “Pass” rating for the Prior experience Factor, the Government will evaluate the Offeror’s Management Plan and Statement of Work (SOW) and assign a confidence rating.

4. The Government will then evaluate the Offeror’s proposed Compensation Approach and determine if it is reasonable compared to the proposed Management Plan and SOW.

5. The Offerors’ proposals will then be compared based on the outcome of the evaluation process and an integrated analysis assessment will be prepared that results in the best value determination.

6. If necessary, the Government may open dialogue with the Offeror(s) to clarify any remaining weaknesses or questions regarding the proposal(s).

7. It is then the Government’s intent to issue a Notice of Selection to the successful Offeror. However, if necessary, the Government may open dialogue with the Offeror(s) to clarify any remaining weaknesses or questions regarding the proposal(s).

8. Following release of the Notice of Selection, the Government will release the Notice(s) of Non-selection to unsuccessful Offerors.

The Government will consider, throughout the evaluation, the "correction potential" of any proposal. The judgment of such "correction potential" is within the sole discretion of the Government. If an aspect of an Offeror's proposal does not meet the Government's objectives and is not considered correctable, the Offeror may be eliminated from consideration.

The Government may waive informalities and minor irregularities in proposals received.

The Government may reject any proposal that is evaluated to be unrealistic in terms of program commitments, agreement terms and conditions, or unrealistically high in…