P07 HQ003425CSO02 AMD 002.pdf

Commercial Solutions Opening (CSO)

HQ003425CSO02

Office of the Secretary of Defense

Office of the Under Secretary of Defense for Research and Engineering Office of Strategic Capital

Washington Headquarters Services

Acquisition Directorate

AMENDMENT 002

Table of Contents

Contents

1. Introduction

1.1. Background and Authority

1.2. Purpose

1.3. Term of Opening

1.4. Eligibility

1.4.1. Eligible Contractors

1.4.2. Foreign Participation

1.5. Communication

1.5.1. Point of Contact

2. CSO Procedure

2.1. General Guidelines

2.2. Phase 1: White Papers

2.2.1. White Paper Summary

2.2.2. White Paper Content and Format Requirements

2.2.3. White Paper Evaluation

2.2.4. White Paper Evaluation Ratings

2.2.5. White Paper Notification

2.4. Step 2: Proposal

2.4.1. Proposal Summary

2.4.1.1. Request for Proposal

2.4.1.2. Request for Prototype Proposal

2.4.1.3. Proposal Evaluation

3. Awards

3.1. General Guidelines

3.2. Requirements for Award

3.3. Comptroller General Access to Information

3.4. Procurement Integrity Act

4. Special Considerations for Other Transactions

4.1. Iterative Prototyping under an Other Transaction

4.2. Successful Completion of an Other Transaction

5. Treatment of Proposals and Non-Government Advisors ......... Error! Bookmark not defined.

5.1. Treatment of Proposals

5.2. Non-Government Advisors

6. Definitions

1. Introduction

1.1. Background and Authority

The Department of Defense (DoD) Office of Strategic Capital (OSC) mission is to attract and scale private capital to technologies critical to the national security of the United States. OSC will use loans and loan guarantees in partnership with other federal departments and agencies to crowd in capital for component-level technologies.

OSC focuses on strategic capital needs where public support is required to attract private investment, especially for critical component technologies not always addressed by direct procurement. Specifically, OSC focuses on component-level technologies with broad commercial applications that are relevant to the national security of the United States, its allies and partners.

For additional information on OSC’s mission, please review our Investment Strategy at:

https://www.cto.mil/osc/investment-strategy/

Through this Commercial Solutions Opening (CSO), OSC seeks to create opportunities for commercial companies with little or no ties to the defense marketplace and to create public sector revenue streams while disrupting the flow of critical technologies to our adversaries.

In order to accommodate solutions OSC has not yet contemplated, this CSO provides the framework for OSC to acquire innovative solutions to execute its mission through broad areas of interest (AoI).

This CSO is solicited pursuant to 10 United States Code (U.S.C.) Section (§) 3458 and/or 10 U.S.C. § 4022 and can result in both Federal Acquisition Regulation (FAR)-based contracts or non-FAR-based agreements. Under the authority in 10 U.S.C. § 3458 OSC seeks to acquire an innovative technology or an innovative means or method to accomplish an objective, leveraging contracts issued under the authority of the FAR to fulfill the goals of this CSO. Under authority of 10 U.S.C. § 4022, OSC seeks to partner with nontraditional and traditional defense contractors and nonprofit research institutions to carry out 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 the improvement of platforms, systems, components, or materials in use by the armed forces.

1.2. Purpose

The purpose of this CSO is to ensure that to the maximum extent practicable, competitive procedures are used when entering into resulting contracts or agreements. This CSO seeks innovative, commercial approaches to accelerate the attainment of defense capabilities through issuing awards under the authorities in 10 U.S.C. § 3458 and/or 10 U.S.C. § 4022.

This CSO may result in the award of contracts or agreements which include not only commercially available technologies fueled by commercial or strategic investment, but also concept demonstrations, pilots, and agile development activities that can incrementally improve commercial technologies, existing Government-owned capabilities, or concepts for defense application.

1.3. CSO Term

This CSO shall be open for a term of ten years. AoIs may be placed under this CSO at any time during this term. Each AoI will specify its own unique term and will be eligible for award for 364 days beyond the expiration of the term of this CSO.

1.4. Eligibility

1.4.1. Eligible Contractors

This CSO is a full and open acquisition. White Papers received in accordance with the procedures specified in this CSO and any AoI will be considered from all interested vendors, including small businesses as defined in the Small Business Act (15 U.S.C. § 632) and nontraditional defense contractors as defined in 10 U.S.C. § 3014.

1.4.2. Foreign Participation

Foreign-owned firms (entities organized or existing under the laws of a country other than the U.S.) are asked to immediately notify the Contracting Point of Contact (POC) listed in each AoI before deciding to respond to this solicitation. Foreign firms should be aware that restrictions might apply which could preclude participation.

Foreign Nationals will be limited to Public Domain information unless the Company has the proper License or Technical Assistance Agreement (TAA) authorizing the disclosure of Classified Information and/or Controlled Unclassified Information to foreign entities in accordance with the Department of State's International Traffic in Arms (https://www.pmddtc.state.gov/ddtc_public) or the Department of Commerce's Export Administration Regulations (https://www.bis.doc.gov/index.php/regulations/export-administration-regulations-ear).

1.5. Communication

This CSO will be published on the Governmentwide Point of Entry (GPE) at https://sam.gov/.

The Government may issue amendments to this CSO and AoIs. Companies are responsible for monitoring the GPE for amendment postings.

This CSO solicits White Papers via AoIs published separately and posted on the GPE and the OSC website. AoIs are written in a much broader manner than standard Government solicitations to maximize latitude in creativity when approaching a problem and to allow for maximum participation from commercial vendors who may not be familiar with submitting proposals in response to Government solicitations. All White Papers submitted in response to an AoI will be governed by this CSO unless otherwise noted in the AoI. The Government may post AoIs at any time. Interested companies are encouraged to frequently check the GPE and the OSC website for new AoI postings.

All communications should be UNCLASSIFIED and submitted via email to the CSO POC, or any additional POC identified in the AoI. Do not email CLASSIFIED information. For CLASSIFIED submissions, contact the CSO POC and any Contracting POC listed in the AoI to ensure CLASSIFIED information is allowed and transmitted via the appropriate secure network.

Proposals will only be requested by a Contracting/Agreements Officer. After receipt of proposals, all communication will be conducted by the OSC POC and/or Contracting POC listed in the AoI and no other Government representatives.

Communication parameters may be further specified, as required, in an AoI, amendment, Request for Proposal (RFP), and/or Request for Prototype Proposal (RPP).

1.5.1. Point of Contact

The overall CSO POC is:

William A. Waterworth Director of Contracts DoD Office of Strategic Capital William.a.waterworth.civ@mail.mil

2. CSO Procedure

This CSO is a competitive selection process and will generally consist of two phases:

Phase 1: White Paper Phase 2: Proposal

While typically conducted in two phases, this CSO may be conducted in one, two or more phases at the Government’s sole discretion.

The instructions herein, and any additional instruction as specified in an AOI posting, must be followed. Submissions must be submitted electronically via the CSO POC or as instructed in the AOI posting.

2.1. General Guidelines

Unsolicited White Papers and Proposals not connected to an AOI posting will not be considered.

The Government will not reimburse any costs associated with the development and submission of a White Paper, proposal, pitch, demonstration, or other procedure relating to an AoI.

Submission of a White Paper is not a promise or guarantee of an award.

White Papers received after the specified date and time, will be considered late and will not be considered.

Unnecessarily elaborate brochures or proposals are not desired. Use of a diagram(s) or figure(s) to depict the essence of the proposed solution is strongly encouraged.

Companies may submit multiple White Papers in response to any single AoI if each submission represents a separate and distinct concept/solution.

The period of performance for any White Paper or Proposal submitted under this CSO should generally be no greater than 24-months.

Technical data with military application may require appropriate approval, authorization, or license for lawful exportation.

All White Papers and Proposals shall be UNCLASSIFIED. White Papers and Proposals containing data that is not to be disclosed to the public for any purpose or used by the Government except for evaluation purposes shall include the following restriction on the cover page:

This [select one: White Paper or Proposal] includes data that shall not be disclosed outside the Government, except to non- Government personnel for evaluation purposes, and shall not be duplicated, used, or disclosed -- in whole or in part -- for any purpose other than to evaluate this submission. If, however, an agreement is awarded to this Company as a result of -- or in connection with – the submission of this data, the Government shall have the right to duplicate, use, or disclose the data to the extent agreed upon by both parties in the resulting agreement.

This restriction does not limit the Government's right to use the information contained in this data if it is obtained from another source without restriction. The data subject to this restriction are contained in sheets [insert numbers or other identification of sheets]

Each restricted data sheet should be marked as follows:

Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal.

Foreign-owned businesses may independently submit a solution or do so as part of a teaming arrangement with one or more United States-owned businesses. However, the ability to obtain an agreement based upon a submission may depend upon the ability of the Foreign-owned business to obtain necessary clearances and approvals to obtain proscribed information.

2.2. Phase 1: White Papers

White Paper submission must comply with this CSO and any additional instructions or guidance included in the AoI. The Government will evaluate White Papers consistent with the criteria stated in this CSO and the AoI.

2.2.1. White Paper Summary

Interested companies will submit White Papers in response to an AoI. Companies are encouraged to submit White Papers responsive to the problem statement and addressing the primary focus areas/solution attributes of the AoI to which they are responding.

Multiple White Papers may be submitted in response to any single AoI if each submission represents a separate on distinct concept. Each White Paper submitted should stand on its own merit.

Companies should not include a Statements of Work (SOW), Performance Work Statement (PWS), or Project Execution Plan (PEP) in submitted White Papers.

Companies shall not include any proprietary information in a White Paper without first coordinating with the CSO POC listed in the AoI to which they are responding.

2.2.2. White Paper Content and Format Requirements

The White Paper should not exceed ten (10) written pages using 11-point font at a minimum and 1-inch margins. Review of any content beyond the page limit is at the Government’s sole discretion. The Government, in its sole discretion, may request additional information to supplement the information provided in the White Paper.

Each White Paper shall include the following:

● Cover Page

● Technical Solution

● Rough Order of Magnitude

Companies shall submit each White Paper in an editable, readable, and virus/malware-checked format via electronic mail to the CSO POC identified in the AoI to which they are responding.

This CSO and any future AoI will be UNCLASSIFIED. If a Company believes any data contained within a to-be-submitted White Paper is CLASSIFIED, the Company shall contact the Contracting POC listed in the AoI prior to submitting.

2.2.2.1. White Paper Cover Page

The Cover Page of each White Paper shall include:

CSO number HQ03425CSO02

AoI number and title

Company Name

System for Award Management (SAM) Unique Entity Identifier (UEI)

Commercial and Government Entity (CAGE) number

NAICS Code

Business Size

Participation in socioeconomic contracting programs

Contracting point of contact (name, title, phone, email)

Technical point of contact (name, title, phone, email)

2.2.2.2. White Paper Technical Solution

The Technical Solution of each White Paper shall include:

The overall capabilities of the company proposing to execute the technical solution.

A summary of the approach to address the problem statement and focus areas/solution attributes included in the AoI.

Describe the unique aspects of your technical solution and the proposed work as it relates to the AoI. Identify whether the effort includes the pilot or demonstration of existing commercial technology (identified as commercially ready and viable technology), or the development of technology, for potential defense application. If development or adaptation is proposed, identify a suggested path to mature the technology. Identify aspects which may be considered proprietary.

A discussion of how the technical solution will be organized, the subcontractors that will perform portions of the technical solution, how the efforts will be managed, and any other management or administrative information deemed appropriate.

A discussion of the Government Furnished Property (GFP), to include facilities, equipment, and material, and Government Furnished Information (GFI) that may be required to execute the technical solution.

A discussion of the schedule and deliverables and its benefit to the Government.

An analysis of the technical and/or management risk associated with the technical solution.

2.2.2.3. White Paper Rough Order of Magnitude

The Rough Order of Magnitude (ROM) shall include a top-level estimation of a project’s level of effort and cost to complete. It should include major line items for the effort such as major project milestones, labor, special equipment, materials, etc.

The ROM should provide a brief overview of the business establishment, as well as a summary of current fundraising to date or a summary of gross sales/revenues. If a prototype, the ROM should provide a summary of product commercialization and go-to-market strategy.

2.2.3. White Paper Evaluation

The Government will evaluate White Papers and select the solution(s) that have the most potential to meet the needs of the AoI. The Government may select any number of White Papers to proceed to the next phase. Additional, or changes to the evaluation criteria may be included in the AoI. In general, White Papers will be evaluated on the following criteria:

1. Relevance to AoI

a. The White Paper must be determined relevant to the AOI to receive further consideration. Any White Paper determined not to be relevant to the AOI will be excluded from further consideration.

2. Merit and feasibility of the technical solution to address the AoI;

3. Feasibility of the schedule; and

4. Feasibility and/or adequacy of the ROM.

AoI under the authority in 10 U.S.C. §3458 the following additional evaluation factor applies:

5. Meets the definition of innovative as defined in 10 U.S.C. §3458(e)

AoI under the authority in 10 U.S.C. §4022 the following additional evaluation factor applies:

5. Meets the definition of a prototype project as defined in 10 U.S.C. § 4022(e)(5).

2.2.4. White Paper Evaluation Ratings

White Papers will be categorized as Recommended, Selectable, or Not Selectable in accordance with the following definitions:

Rating Definition

Recommended Recommended to proceed to an RFP or RPP if sufficient funding is available.

2.2.5. White Paper Notification

The Government will notify all companies in writing if of their White Paper’s selection or non-selection for further consideration.

2.3. Solution Library

If the White Paper is selectable, but not recommended, the White Paper may be placed in the Government’s Solution Library for up to 365 calendar days from the White Paper date.

Companies may be contacted with a RFP or RPP within that period after which White Papers will no longer be eligible for award under the relevant AoI.

2.4. Step 2: Proposal

If a White Paper is Recommended, the Government may request a full written proposal under the authority of 10 U.S.C. § 3458 or 10 U.S.C. § 4022 as specified in each RFP or RPP.

2.4.1. Proposal Summary

The purpose of the RFP or RPP is to solicit a full written proposal in response to an AoI. Only the Contracting or Agreements Officer will solicit a RFP or RPP. The RFP or RPP will include proposal submission instructions, as well as the proposal due date and time.

Issuance of an RFP or RPP and the receipt of a proposal in response is no guarantee of award.

The Government, in its sole discretion, may award all, part, or none, of any proposals submitted based on a variety of factors, including, the Government’s evaluation of the submitted proposals and funding availability.

A Company submitting a proposal without first submitting a White Paper and receiving an RFP or RPP will not be considered, or eligible, for award.

Companies may only submit one proposal in response to an RFP or RPP.

2.4.1.1. Request for Proposal

A RFP package pursuant to 10 U.S.C. § 3458 will include, at a minimum, draft clauses and provisions, instructions for technical and price proposal format and submission and evaluation

Selectable Selectable to proceed to RFP or RPP if sufficient funding is available, but at a lower priority than those recommended. May be placed in the Solution Library.

Not Selectable Even if sufficient funding existed, the White Paper will not be funded.

criteria. They may also include templates for the PWS and Price Proposal. Exchanges with the Government will only take place as provided in the RFP.

2.4.1.2. Request for Prototype Proposal

A RPP package pursuant to 10 U.S.C. § 4022 will include, at a minimum, draft Terms and Conditions (T&C) and templates for the PEP, Affirmation of Business Status Certification (ABSC), and Price Proposal. In the RPP process, companies may discuss ideas and details of the proposal with the Government during the proposal writing process. While certain T&C are unable to be modified, 10 U.S.C. § 4022 provides flexibility to negotiate certain T&C including Data Rights.

2.4.2. Proposal Evaluation

In general, the RFP or RPP will include Evaluation Criteria. The Government will evaluate proposals in accordance with the Evaluation Criteria in the RFP or RPP with the intent of negotiating an award with the Company.

3. Awards

3.1. General Guidelines

Only a properly appointed Contracting Officer or Agreements Officer has the authority to award, or modify, a contract or agreement on behalf of the Government.

Upon favorable evaluation, and subject to availability of funds, the Government may choose to all, part, or none, of a Company’s proposal for award under 10 U.S.C. § 3458 or 10 U.S.C. § 4022. The Contracting/Agreements Officer will negotiate directly with the Company on the terms and conditions of the contract, including payments, and will execute the award on behalf of the Government.

Subject to negotiations and Government assessment, awards pursuant to 10 U.S.C. § 3458 are anticipated to be commercial Firm-Fixed-Price contracts under FAR Part 12 and Awards pursuant to 10 U.S.C. § 4022 are anticipated to be prototype OT agreements with Fixed Price milestones.

3.2. Requirements for Award

Companies shall have an active registration in the System for Award Management (SAM) and hold a Unique Entity ID (UEI) number.

Companies may also be required to possess a Commercial and Government Entity (CAGE) code or NATO Commercial and Government Entity (NCAGE) to receive an award and payments.

Companies shall register in the prescribed Government invoicing system (e.g., Procurement Integrated Enterprise Environment (PIEE) Wide Area Workflow (WAWF)), unless otherwise stated in the award.

The Company must be determined to be responsible by the Contracting/Agreements Officer and must not be suspended or debarred from award by the Federal Government, nor be prohibited by Presidential Executive Order and/or law from receiving award.

3.3. Comptroller General Access to Information

All FAR-based contracts, or non-FAR-based agreements that provide for payments in excess of $5,000,000, that are awarded as a result of this CSO shall include a mandatory clause that gives the Comptroller General the ability to examine the records of any party to the agreement or any entity that participates in the performance of the agreement.

3.4. Procurement Integrity Act

All awards under this CSO shall be treated as Federal Agency procurements for the purpose of the Procurement Integrity Act, 41 U.S.C. Chapter 21. Accordingly, the CSO competitive solicitation process and resulting awards must adhere to the ethical standards required by the Procurement Integrity Act.

4. Special Considerations for Other Transactions

4.1. Iterative Prototyping under an Other Transaction

OTs awarded against this CSO will allow for an iterative prototyping process. An iterative prototyping process will allow the Agreement Officer to modify, by mutual agreement, the work in a prototype project to allow the adaptation and modification of the technology being prototyped to meet additional unique and discrete purposes/mission sets. These additional unique and discrete purposes/mission sets can be generated by the original Government customer or originate with other organizations within the Federal Government.

4.2. Successful Completion of an Other Transaction

A transaction for a prototype project is successfully complete upon the Agreement Officer’s written determination that efforts conducted under the transaction: (1) met the key technical goals of a project; (2) satisfied success metrics incorporated into the Prototype OT; or (3) accomplished a particularly favorable or unexpected result that justifies the transition to production.

Successful completion can occur prior to the conclusion of a prototype project to allow the Government to transition any aspect of the prototype project determined to provide utility into production while other aspects of the prototype project have yet to be completed. An award may include criteria for successful completion in further detail with acceptance thresholds describing the minimum acceptable standards critical to the success of the prototype project.

5. Non-Disclosure

5.1. Treatment of Proposals

The Government understands that information provided in response to this CSO is presented in confidence and may contain trade secret or commercial or financial information, and it agrees to protect such information from unauthorized disclosure to the maximum extent permitted or required by Law, to include, but not limited to:

● 18 U.S.C. § 1905 (Trade Secrets Act);

● 18 U.S.C. § 1831 et seq. (Economic Espionage Act);

● 5 U.S.C. § 552 (Freedom of Information Act);

● Executive Order 12600 (Pre-disclosure Notification Procedures for Confidential

Commercial Information); and,

● Any other statute, regulation, or requirement applicable to Government employees.

The Government treats all submissions as confidential information, and will disclose their contents only for the purpose of evaluation or other . 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 OSC and DoD support contractors performing this role are expressly prohibited from performing Government-sponsored research and are bound by appropriate nondisclosure agreements (NDAs).

5.2. Non-Government Advisors

Non-Government advisors may be used in the evaluation of White Papers and Proposals, and during Proposal development and negotiations. Non-Government advisors will have signed NDAs with the Government. Companies may enter into specific NDAs directly with the Non- Government advisors or their corporate entities. Submission of an offer under this CSO will constitute a grant of authority by the submitting company to the Government to allow the use of non-Government advisors to participate in evaluations of all phases of the CSO process.

6. Definitions

Area of Interest (AoI) is an announcement posted on the GPE website which may result in the award of a contract or OT agreement.

Commercial Solutions Opening (CSO) is a method for acquiring innovative commercial products and commercial services through a competitive selection of proposals resulting from a general solicitation and the peer review of such proposals.

Contracting/ Agreements Officer is the WHS/AD warranted Contracting Officer or Agreements Officer authorized to sign an Agreement and/or contract for the Government, administer or terminate an Agreement and make related determinations and findings. The Contracting/ Agreements Officer is the only individual with the authority to bind the Government.

Critical Technologies are technologies identified by the Department of Defense as vital to the national security of the United States and its allies and partners.

Directly Relevant focuses on the agency determination of the direct relationship of the prototype project (as opposed to a tangential association) with the DoD mission. (see OUSD(A&S) Other Transactions Guide (OT Guide), July 2023)

Foreign-Owned means any entity organized or existing under the laws of a country other than the United States of America.

Innovative is defined as any technology, process, or method, including research and development, that is new as of the submission of a proposal; or any application that is new as of the date of submission of a proposal of a technology, process, or method existing as of such date.

Nontraditional Defense Contractor (NDC) 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 13 C.F.R. 121.

Non-profit Research Institution is defined in 15 U.S.C. § 3703 and means a nonprofit institution owned and operated exclusively for scientific or educational purposes, no part of the net earnings of which inures to the benefit of any private shareholder or individual.

Prototype Project as defined in see 10 U.S.C. § 4022(e)(5) includes a project that addresses- (A) a proof of concept, model, or process, including a business process; (B) reverse engineering to address obsolescence; (C) a pilot or novel application of commercial technologies for defense purposes; (D) agile development activity; (E) the creation, design, development, or demonstration of operational utility; or (F) any combination thereof.

Small Business is defined under Section 3 of the Small Business Act in 15 U.S.C. § 632.