SpEC Solicitation 20200318.pdf

DEPARTMENT OF THE AIR FORCE

UNITED STATES SPACE FORCE

DEPARTMENT OF THE AIR FORCE

UNITED STATES SPACE FORCE

SPACE AND MISSILE SYSTEMS CENTER (SMC)

LOS ANGELES AIR FORCE BASE, CALIFORNIA

SOLICITATION FOR THE

SPACE ENTERPRISE CONSORTIUM (SpEC)

Solicitation Number: FA8814-20-9-0001

Issue Date: 18 March 2020

Development Corps, Rapid Development Division

SMC/DCIR

483 N. Aviation Blvd Los Angeles AFB, CA 90245

Contents

1.0 INTRODUCTION

2.0 SPACE ENTERPRISE CONSORTIUM DESCRIPTION

2.1 SpEC Goals

2.2 Management Approach and Program Plan

2.2.1. Key Milestones

2.2.2 Key Deliverables

3.0 UTILIZATION BY SMC’s GOVERNMENT PARTNERS

4.0 PROPOSAL PREPARATION INSTRUCTIONS

4.1 Proposal Format Instructions

4.2 Proposal Due Date and Delivery

4.3 Submission Information

4.4 Security

4.5 Communications and Questions

4.6 Proposal Handling

4.7 Eligibility Information

4.8 Administrative Requirements

5.0 REQUIRED PROPOSAL CONTENT

5.1 Proposal Section 1 – Cover Page and Executive Summary

5.1.1 Cover Page

5.1.2 Executive Summary

5.2 Proposal Section 2 – Management Approach Factor

5.3 Proposal Section 3 – Compensation Approach Factor

5.4 Proposal Section 4 – Technical Solution Factor

5.5 Proposal Section 5 - Additional Supporting Documentation

5.5.1 Offeror’s Proposed Statement of Work (SOW)

5.5.2 SOW Reference Matrix

5.5.3 Draft Consortium Membership Agreement

5.5.4 Exceptions to Articles and Proposed Agreement Terms

5.5.5 Intellectual Property and Data Rights

5.5.6 Organizational Conflict of Interest (OCI)

5.5.8 Prior Experience Information

5.5.9 DD 254 Security Document

5.5.10 Key Management Personnel Security Explanation

6.0 Evaluation Criteria for Award

6.1 Evaluation Criteria

6.1.1 Management Approach Factor

6.1.2 Compensation Approach Factor

6.1.3 Technical Solution Factor

6.2 Review and Selection Process

6.3 Award Information

6.4 Communication Notices

APPENDIX A – CONSORTIUM MANAGER STATEMENT OF WORK

APPENDIX B – STATEMENT OF WORK REFERENCE MATRIX

OVERVIEW INFORMATION

• Federal Agency Name – United States Space Force

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

• Solicitation Type – Initial announcement

• Solicitation Number – FA8814-20-9-0001

• NAICS Code: 541 -- Professional, Scientific, and Technical Services/541715 -- Research and Development in the Physical, Engineering, and Life Sciences (except Nanotechnology and Biotechnology)

• Dates

Proposal Due Date: 20 April 2020, at 12:00pm Pacific

• Concise description of the opportunity: Solicitation for selection of the Consortium Manager for the Space Enterprise Consortium (SpEC)

• Total amount of money to be awarded: Initial award is $0 with a total ceiling of $12B

• Anticipated individual awards – One award is anticipated.

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

• Points of Contact:

Primary Point of Contact:

Contracting Officer, Mrs. Kathleen Scholefield, email: kathleen.scholefield@us.af.mil or office: (310) 653-9679

Secondary Point of Contact:

SpEC Program Manager; Captain Adam Burnetta, email: adam.burnetta.2@us.af.mil or office: (310) 653-9310

1.0 INTRODUCTION

The Space and Missile Systems Center (SMC) Innovation and Prototyping (DCI) Directorate desires to maintain its use of an Other Transaction Agreement (OTA) with the re-compete of the Space Enterprise Consortium (SpEC) Consortium Manager (CM). SMC/DCI plans to make a competitive award of the CM positon in FY20. Objectives of the SpEC OTA include but are not limited to: 1) minimize barriers to entry for small businesses and non-traditional vendors to work with the U.S. Government, 2) identify and realize teaming opportunities among entities to promote integrated research and prototyping efficiencies, 3) improve the timeline from solicitation to award for DoD prototypes, 4) reduce the cost and improve capability insertion of space-related prototypes, and 5) enhance the cybersecurity risk posture of the consortium members.

Using statutory authority granted under 10 USC 2371b, SMC will competitively select the SpEC CM. The CM will manage the current consortium’s traditional and non-traditional defense contractors, as well as, transition members from the incumbent CM to the awarded CM, as necessary. This solicitation will select the CM that will provide the best value to the Government for delivering space-related prototypes. The Government will enter into a 10 year ordering period Other Transaction (OT) Agreement with the CM, a legal entity, for up to a total of $12B for all SpEC space-related prototyping projects.

Following selection of the CM by SMC and execution of the SpEC OT Agreement, the SpEC CM will be responsible for further building membership in the SpEC by attracting, retaining, and mentoring quality members to prepare them to compete for forthcoming space-related prototype projects that will be solicited by the Space Force Agreements Officer on behalf of SMC and other DoD customers who request to use the SpEC OTA for their space-related prototype requirements. The CM will aide in facilitating teaming arrangements among consortium members, as needed, to best meet the requirements of individual projects. By competing the CM, as well as competing each of the ensuing prototype projects among the consortium membership and bringing them to successful completion, the Space Force satisfies the requirements of the authority granted in 10 USC 2371b that permit the DoD to carry out OT prototype projects and follow-on production awards resulting from successful prototype projects without additional competition. All prototype projects awarded through the SpEC will be compliant with 10 USC 2371b Sub-section (d)(1). The Space Force anticipates that any follow-on production award will be executed outside of the SpEC OT. Furthermore, the CM is tasked with assisting the cybersecurity posture of consortium members that plan to submit a proposal for award or be part of a teaming arrangement.

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: leverage partnerships with industry to decrease program development cycles & reduce cost, seek out non-traditional defense vendor’s state-of-the-art technology for space prototyping, influence the direction of DoD technology investment and promote constant innovation across the space industry. Partnerships with commercial industry, the civil space sector, universities and others will be used to advance SMC and DoD partners’ requirements. Investments in prototype development will reduce risk across the architecture and increase constellation refresh rates to improve the availability of new technology on-orbit.

The requirements held by SMC and other DoD partners will shape the future architecture of Air Force and DoD space systems. The systems used in the development and the prototypes themselves are in need of cybersecurity controls and countermeasures in order to reduce the risk of technology loss and vulnerabilities being known and exploited. An additional goal for this consortium will be for the validation of the adequate cybersecurity posture of consortium members and those involved in prototyping awards or teaming activities.

2.2 Management Approach and Program Plan

The SMC/Development Corps (DC) team plans to award an OT Agreement to a CM in order to continue its capability to research, develop, test and evaluate prototypes. After the award, Government customers from SMC and within the DoD with space-related (e.g. Ground Segment, Launch Segment, Space Segment) requirements will use this OT Agreement to execute prototype projects. SMC/DC will verify funding availability, ensure the program is a prototype and perform a scope determination prior to releasing each new prototype project requirement to the CM. The Government will provide the CM with a Request for Prototype Proposal (RPP) for release to consortium members with a proposal due date. Consortium members should be encouraged by the CM through matchmaking events, communication platforms or other processes to engage in teaming opportunities which seek to introduce innovative technology, ideas and new approaches before and during the project solicitation period. Consortium members will submit proposals to the CM, who will perform merely a compliance check to ensure proposals meet given requirements, before forwarding on for Government evaluation.

The Government will then perform the evaluation of received proposals. Selection and negotiation of awards will follow. It will be expected that documents such as the Statement of Work (SOW), payment plan and others will pass between the Government and awardee(s) through the CM who will relay all communications in a timely manner.

Previous paragraphs described a strategic outline of the process for prototype execution, but there are several tactical steps from receipt of a government requirement to award.

Additionally, specific needs of individual program offices, like shoulder-to-shoulder collaboration with the prototype bidders, will affect the aforementioned process. Offerors are encouraged to propose tools, documents, efficiencies and alternative process suggestions to the Government.

Figure 1 is an overview of the communication relationship between all parties involved in the Solicitation to Award Process. Upon a legal review and milestone selection sign off, the SpEC AO will determine what, if any, negotiations are required. The selected prototype projects award(s) will be placed on the OTA as a modification to the original contract between the Government and CM. The AO and CM will execute the modification on behalf of the selected prototype level performer and the consortium. The SpEC AO will retain overall authority regarding the established Agreement to include administration of instructions for payment through the CM who will then send payment to the project level performer(s). The SpEC AO will maintain sole government authority for making changes to the Agreement and athe formal closeout process of individual projects.

The Consortium Manager will issue an agreement, consistent with their internal process, to the selected consortium member(s). The awarded member(s) will develop the prototype according to the agreement requirements.

Additionally, the CM should work with the Government and consortium members to develop members within the consortium through training or collaborative activities focused on improving member proposals, cybersecurity posture, teaming arrangements and other identified beneficial activities.

Figure 2.2: 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 and execution of the first prototype project.

SpEC CM Proposals Due: April 2020 SpEC CM Award: August 2020 SpEC Kickoff Meeting: September 2020 Release of First Prototype Solicitation: September 2020 Prototype Proposals Due: October 2020 Award of First Prototype: November 2020

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/PKT, weekly programmatic reviews covering SpEC activities, performance and issues, and quarterly financial & cybersecurity reviews. An Annual Report summarizing consortium activities, accomplishments, issues and other relevant information will be required. At least one electronic copy of each report will be delivered to the Agreements Officer.

3.0 UTILIZATION BY SMC’s GOVERNMENT PARTNERS

Offerors are put on notice that SMC contemplates developing and making operational a set of processes, during the PoP of this OT Agreement, whereby an established list of SMC Government Partners would be able to utilize SpEC OT to directly order its own in-scope requirements. SMC reserves the right to execute this award across multiple agreement numbers, with different AOs. If multiple agreement numbers are utilized, the ordering processes will remain uniform. The use of multiple agreement numbers will not be considered as a basis for equitable adjustment or for recalculation of an Offeror’s rate adjustment formula.

4.0 PROPOSAL PREPARATION INSTRUCTIONS

For planning purposes only, Offerors should assume an award date of August 2020.

However, proposals in response to this solicitation shall be valid for 180 days from receipt of the 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 Contract Opportunities website (Beta.SAM.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 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.

Offerors must provide a completed SOW reference matrix with the proposal that cross references each SOW requirement by SOW paragraph number to the appropriate section and page number of the proposal.

Table 4.1: Proposal Submission Instructions

Proposal Sections Page Limit Copies Notes Section 1 – Cover Page and Executive Summary

2 2 Electronic Copies (1 Word & 1

PDF)

Cover sheet is not included in the page count, Executive Summary IS included in page count

Section 2 – Management Approach Factor

20 2 Electronic Copies (1 Word & 1

PDF)

Section 3 – Compensation Approach Factor

Unlimited 2 Electronic Copies (1

Section 4 – Technical Solution Factor

5 2 Electronic Copies (1

Section 5 – Additional Documentation

Unlimited 2 Electronic Copies (1

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 that Offerors submit with sufficient lead time before the deadline, to allow for potential delays and troubleshooting of problems surrounding proposal submission. The Government will attempt to send a confirmation email upon receipt. However, it is each Offeror’s responsibility to confirm that the Government has received its proposal. Contact the Agreements Officer to confirm successful receipt. The Agreements Officer reserves the right to accept late proposals, if there are indicators the delay was caused by problems with electronic systems.

4.3 Submission Information

The unclassified electronic proposal, containing the Word and PDF versions, must be delivered to the Agreements Officer at kathleen.scholefield@us.af.mil and devon.pollard@us.af.mil (backup) no later than the proposal due date and time contained in the Overview Information section of this solicitation. The Offeror’s proposal will not be considered delivered until the Offeror receives verbal via telephone or email confirmation from Ms. Kathleen Scholefield or backup. It is the Offerors responsibility to ensure voice or email confirmation is received from the Agreements Officer or backup.

If there is a discrepancy between the proposal formats for content, format or page count the PDF version shall govern. Oral presentations, models, mockups, or videos will not be accepted. 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. However, only the PDF version of the 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, at least one of the CM’s Key Management Personnel (KMP), and the Facility Security Manager(s) must possess active Top Secret clearances and be eligible for access to Sensitive Compartmented Information (SCI) no later than 30 days after award. Please note the Government is not requiring the consortium or CM 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 the Office of the Director of National Intelligence (ODNI) personnel security standards as measured by investigative activities prescribed in Intelligence Community Policy Guidance (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). This facility does not need to be organic to the Offeror. 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 the Facility Security Officer (FSO) for the facility the Consortium Manager has access to, shall work with the appropriate Government security mangers and Cognizant Security Authority 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.

Additionally, Offerors shall submit a proposed DD254, using the latest version provided at the following link: https://www.esd.whs.mil/Directives/forms/dd0001_0499/

4.5 Communications and Questions

The Agreements Officer, Ms. Kathleen Scholefield and the Contract Specialist, Mr.

Devon Pollard are the POCs for Offerors during the source selection process. All questions regarding this solicitation shall be submitted by e-mail to the Agreements Officer and the Contract Specialist. Questions regarding the solicitation are due to the Agreements Officer prior to the proposal submittal date. Responses may be shared publicly.

If it is in the best interest of the Government to do so, the Government reserves the right prior to a selection decision to conduct dialogue, or not to conduct dialogue, with all, none or some of the Offerors via telephone, email, or other methods regarding a particular proposal. Although the Government intends to negotiate with one Offeror, the Government reserves the right to negotiate with all, some, one, or none of the proposals received in response to this solicitation prior to making an award.

The Government reserves the right to make an award based upon the evaluation of initial proposals without holding dialogue with Offerors. Therefore, Offerors are strongly encouraged to provide their best efforts in proposal preparation including the very best terms available.

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. 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. 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 Freedom of Information Act (FOIA) disclosure with a legend identifying the documents as being submitted on a restricted basis. Restrictive notices notwithstanding, during the evaluation process, submissions may be handled by support contractors for administrative purposes and 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 that strictly prohibits any release or disclosure of information outside of the source selection team.

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:

Company Name: Address:

The Aerospace Corporation (FFRDC)

SAVI, LLC

P.O. Box 92957 Los Angeles, CA 90009-2957

1534 Steinhart Avenue Redondo Beach, CA 90278-2745

Offerors wishing to withhold their proposal from the non-Government advisors listed above must notify the Agreements Officer in writing prior to proposal submission. The notice to the Agreements Officer must list the sections, page numbers and paragraphs withheld, and a detailed explanation of the Offeror’s reasons for the withhold. Offeror is on notice that any such withhold of a proposal, in whole or in part, from the non-

Government advisors listed above may adversely affect the Government’s ability to evaluate the proposal and therefore adversely impact the Offeror’s eligibility for award.

Any proposal submitted without prior withhold notification to the Agreements Officer will constitute written consent for the Government to release data submitted in response to this solicitation to the above-named company.

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.

Eligible Applicants must:

1) Have prior experience performing consortium management that is both recent, within five (5) years of the solicitation date, and relevant as further detailed in section 5.5.8;

2) Be free from Organizational Conflicts of Interest (OCI), or if OCI exists, provide an OCI mitigation plan that the Agreements Officer determines to sufficiently mitigate the OCI;

3) Possess at least one KMP with active TOP SECRET clearances who are SCI eligible NLT 30 days after award;

4) 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, including as prime Offerors or subofferors;

5) Be a U.S. entity that is International Traffic in Arms Regulation (ITAR) compliant and submit 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 within the SpEC consortium by non-U.S.

organizations or individuals will be determined by the Consortium Manager per the terms of the consortium membership agreement. The Government reserves the right to block membership of non-U.S. organizations. The CM shall notify the Government if such an entity seeks membership.

4.8 Administrative Requirements

Reporting 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 Proposal Section 1 – Cover Page and Executive Summary

5.1.1 Cover Page

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

1) Company or entity name;

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) Company or 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 the elements with which the Offeror disagrees with are identified and discussed. (NOTE: exceptions to terms and conditions will be discussed as part of negotiations as needed. Offerors are encouraged to include redlines to the model agreement with 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.

5.1.2 Executive Summary

The purpose of the Executive Summary is to provide a concise overview of Offeror’s entire proposal. The Executive Summary will not be evaluated or scored, and any summary material presented in the Executive Summary will not be considered as meeting the requirements for any other portions of the proposal. The executive summary shall be brief, to include addressing any risk areas and mitigation plans, and highlight any key or unique features. The Executive Summary shall briefly describe in concise terms:

1) The Offeror’s consortium management approach;

2) The Offeror’s approach to recruiting SpEC members;

3) The Offeror’s plan to address cybersecurity within the consortium; and

4) The Offeror’s approach to meeting the objectives of the SOW in Appendix A.

5.2 Proposal Section 2 – Management Approach Factor

The Offeror shall clearly present the processes and procedures that they will execute to continuously develop and manage the SpEC throughout its lifecycle in order to achieve the Government’s objectives in Appendix A. The Offeror’s description in this Section shall exclude those processes and procedures related to cybersecurity of SpEC members, which will be described in detail in Section 5.4: Technical Solution. For each section of the management approach description, utilizing the SOW Matrix in Appendix B, identify which paragraph of the SOW is being addressed and ensure the SOW is completed and provided according to Section 5.5.1 of this solicitation. At a minimum, the management approach section of the proposal should address the following topics:

1) A well-defined organizational structure, detailing key position titles including KMPs and roles involved in consortium management;

2) The Offeror’s approach for creating a feedback loop between consortium members and SMC/DCI leadership;

3) The Offeror’s plan to use any Subofferors in performance of this agreement, if any, including a complete list of organizations participating on their management team, applicable cage codes, DUNS numbers, and role of proposed Subofferors;

4) The Offeror’s approach to meet requirements in Section 4.4 of this solicitation;

5) The Offeror’s approach to prototype process execution at varying classification levels;

6) The Offeror’s approach to transition current members of the existing SpEC, into the proposed consortium, following award of this Agreement;

7) The Offeror’s approach to recruiting and growing an innovative and capable SpEC membership;

8) The Offeror’s approach to fostering engagement and a collaborative teaming environment among consortium members, including plans to facilitate matchmaking arrangements between consortium members to more optimally meet prospective government requirements;

9) The Offeror’s approach to facilitating commercial investment in prototype level performers;

10) A description of the types of mentoring activities the Offeror will make available to consortium members.

A “Subofferor” is similar to a subcontractor to the CM who performs management duties in support of the consortium and is also restricted from pursuing future prototype projects solicited on the SpEC OT Agreement.

“Offeror” and “Subofferor,” for purposes of this solicitation, can include predecessor companies. A predecessor company is an entity whose ownership, title, and interest, including all rights, benefits, duties, and liabilities were acquired in an uninterrupted chain of succession by the company.

A “Prototype-Level Performer (PLP)” means the Consortium Member Entity issued a Prototype Award by the Consortium Manager, following the Government’s evaluation and selection of that Consortium Member Entity for a particular Prototype Project, and the Government’s execution of the related Prototype Modification under this OT Agreement.

Additionally, the Offeror shall provide a proposed Consortium Membership Agreement (CMA) in Section 5.5.3 of the proposal. The CMA will not count against the page limitations of Proposal Section 2 - Management Approach.

Government Property: 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 use of Government Property is necessary to execute Offeror’s management approach, the Offeror shall identify all

Government Property required, including but not limited to facilities, data, and facility improvements over existing facility capabilities, and equipment. Offeror shall provide a detailed explanation of the purpose and rationale for requiring Government Property in this section, excluding Government Property cost information, which shall be provided in Proposal Section 3 – Compensation Approach. Offeror’s explanation for use of Government Property shall count against the page limitations for Proposal Section 2 – Management Approach.

5.3 Proposal Section 3 – Compensation Approach Factor

In this section, the Offeror shall provide all required inputs to:

1) Table 5.3.1A, Rate Adjustment Formula

2) Table 5.3.1B, Example Year Awards

3) Table 5.4, Additional Estimated Fee Table

Additionally, Offeror shall provide in this section a detailed narrative explanation of its compensation approach, including:

4) the approach for executing payment of the CM rate to the CM over the course of a prototype’s PoP, including any proposed milestones, timing, and percentage of payments, as well as rationale for this approach,

5) The proposed rate structure for any additional costs paid by SpEC members to the CM, including membership dues, conference/training attendance fees, or any other payments by SpEC members to the CM in performance of this effort.

It is the Offeror’s responsibility to ensure the proposed approach is clearly defined, adequately supported with assumptions and rationale, and inclusive of all planned sources of revenue.

In describing its compensation approach, each Offeror shall include key assumptions.

Revenue generated through rates 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.

The Government reserves the right to request additional supporting cost information and documentation, including but not limited to prior cost or earning reports, statements, invoices or other documentation relevant to the current acquisition.

Rate Adjustment Formula For this acquisition, in order to provide fair compensation to the Consortium Manager while reducing cost-risk to the Government for high-dollar programs that do not correlate to a substantial equal increase in CM effort, the Government is utilizing a decreasing rate adjustment function. This single formula calculates the CM-rate based upon the dollar-value of each prototype award. The Rate Adjustment Formula, which is based on an exponential decay function, will be utilized for the entire PoP from anticipated authority to proceed through PoP expiration. In this equation, the rate for an award of any dollar-value F(D) can be calculated as follows:

𝐹 𝐷 𝐹 ∙ 𝑒 𝝀𝑫 whereby FI represents the initial CM-rate percentage, e represents Euler’s constant (2.7182818284…), lambda (λ) represents a “rate-reduction-constant”, and D represents the ceiling-value of the individual prototype award for which the rate is to be calculated.

𝐹 𝐷 𝐹 ∙ 𝑒 𝝀𝑫

Offeror shall provide two values to the Government in the format provided in Table

5.3.1.A, below: (1) FI, the initial CM-rate percentage which represents the rate the CM will earn at a theoretical prototype award of $.01, and 𝝀 the rate-reduction constant, which represents the constant rate at which the rate is adjusted based on the increase in prototype award value. If applicable, the Offeror will also provide a “minimum rate” to be applied and the award value at, and after which, the minimum rate would remain constant.

Because the rate adjustment formula uses a rate-reduction constant, absent a minimum rate, the CM rate would theoretically continue to diminish towards zero as the prototype award value climbs. The minimum rate, therefore, represents the rate “floor”, a minimum percentage that the CM would receive for any prototype award at and above a certain value.

Table 5.3.1A: Offeror’s Proposed Rate Adjustment Formula Inputs

Description Symbol CM Proposed Value:

Initial CM-Rate Percentage FI [INSERT CM PROPOSED]

Rate-Reduction Constant 𝝀 [INSERT CM PROPOSED]

Minimum Rate n/a [INSERT CM PROPOSED]

Dollar Value at which Min Rate is reached n/a [DETERMINED BY INPUT

VALUES AND MINIMUM

RATE SELECTED]

Note: “Except as otherwise specified in this Solicitation, the CM-rate shall encompass any fee that can be charged to Government on a prototype basis. This rate must include all work on each prototype award. Fees specifically tied to the prototype project awards, including assessment or other similar fees cannot be charged to SpEC members. The proposed rate adjustment formula should include all costs related to CM cybersecurity compliance, management costs and any other costs the Government will incur.”

Utilizing the proposed rate adjustment formula inputs provided in Table 5.3.1A, Offeror shall calculate and provide to the Government the corresponding values in a format consistent with Table 5.3.1B: EXAMPLE Year Awards, below. The values provided in Table 5.3.1B represent the rate percentage, per-project rate (individual), and total project rates for prototype awards valued at $1M, $3M, $10M, $30M, $100M, $300M and $500M. Offeror shall not change the number of projects or project value columns. The TECG will be used by the government to evaluate proposals.

Table 5.3.1B: EXAMPLE Year Awards Number of

Projects Project Value Rate %

Per-Project Rate (ProjValue)x(Rate%)

Totals (Per-Proj Rate)x(#Proj)

1 $1,000,000.00 % $ $

3 $3,000,000.00 % $ $

4 $10,000,000.00 % $ $

5 $30,000,000.00 % $ $

2 $100,000,000.00 % $ $

2 $300,000,000.00 % $ $

0 $500,000,000.00 % $ $

Project Sum $ = Sum((Value)x(#Proj))

= $1,000,000,000.00

Effective Rate % =($Total)/($1,000,000,000.00)

RateTotal $ (TECG)

=Sum((Per Proj Rate)x(#Proj))

Rate Adjustment Examples

The following section shows examples of varying Rate Percentage & amounts tables based upon changes to the Rate Adjustment Formula, at award values of $1M, $10M, $100M and $500M. The examples are for illustrative purposes only. The information presented in the examples below are not intended to demonstrate the Government’s preference for any particular compensation inputs (initial rate or rate-reduction constant), formulas, ranges, percentages or amounts, nor do they demonstrate what the might Government determine to be fair and reasonable.

For the examples below, a generic Rate-Reduction Constant (λ) of 4.00 x 10-9 is used, with variable Initial Rates (FI) at 3.0% and 2.0%. The rate calculated at the $500M award value is used as the minimum rate (the rate which would be applied for any award at or above that level). E.g. an appropriate description of Example 1 would be “The CM-Rate decreases according to the Rate Adjustment Formula, using the constant and initial rate presented in the table below, up to an award value of $500M, after which the CM-Rate remains constant at 0.41%.” Note: These values are purely intended to be understood as a generic example.

Example 1

Description Symbol Values

Initial CM-Rate Percentage FI 3.0%

Rate-Reduction Constant 𝝀 4.00 x 10-9

Minimum Rate n/a 0.41%

Dollar Value at which Min Rate is reached n/a $500,000,000

Example 2

Description Symbol Values

Initial CM-Rate Percentage FI 2.0%

Rate -Reduction Constant 𝝀 4.00 x 10-9

Minimum Rate n/a 0.27%

Dollar Value at which Min Rate is reached n/a $500,000,000

Table 5.3.2: Example 1 Rate Percentages & Amounts

Initial Rate (FI): 3.0%, Rate-Reduction Constant (λ): 4.00 x 10-9

Project Size $1,000,000 $10,000,000 $100,000,000 $500,000,000

F(I)=3.0% 2.99% 2.88% 2.01% 0.41%

CM Rate $29,880.24 $288,236.83 $2,010,960.14 $2,030,029.25

Table 5.3.3: Example 2 Rate Percentages & Amounts Initial Rate (FI): 2.0%, Rate-Reduction Constant (λ): 4.00 x 10-9

Project Size $1,000,000 $10,000,000 $100,000,000 $500,000,000

F(I)=2.0% 1.99% 1.92% 1.34% 0.27%

CM Rate $19,920.16 $192,157.89 $1,340,640.09 $1,353,352.83

2.02%

1.35%

0.90%

0.61%

0.41%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

$0 $100,000,000 $200,000,000 $300,000,000 $400,000,000 $500,000,000

R at e

Award Value ($)

Figure 5.3.2: Example 1 Adjusting Rate (FI 3.0%)

Function: F(D)=FI∙e ‐ λD

FI = Initial Rate e = The number e = 2.7182818284...

Lambda = "Rate‐reduction‐constant" (Exponential Decay Constant) [For this example, λ = 4.00 x 10‐9] D = Dollar amount at which the rate is calculated F(D) = Rate at any dollar amount

Additional Estimated Fees (AEF):

Offeror shall title, provide amounts and describe in detail any additional sources of CM earnings not otherwise captured in the Fee Adjustment Formula rate, whether derived from the Government, SpEC Members, or elsewhere in a format consistent with Table 5.4, Additional Estimated Fees, below. This shall include any additional sources of earnings contemplated by the CM in performance of this effort, including but not limited to CM fees, the rental value of any Government Property used, membership dues, conference/training fees, or other earnings paid by Consortium members.

The Government Property, SpEC Conference and Other Fees proposed by the Offeror as AEF should reflect its best cost estimates to meet the objectives outlined in the Statement of Work, Appendix A for one calendar year, including a baseline requirement of one annual membership meeting.

If Offeror’s approach differentiates SpEC membership fees based on membership categories (e.g academia, large business, small business), Offeror shall distinguish the different membership categories, provide a description for each category, and include the associated membership fee for each category, for a single member from that category for one year. SpEC Membership fees included in the table should NOT include an estimated total annual income the CM will receive from membership fees.

1.35%

0.90%

0.60%

0.40%

0.27%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

$0 $100,000,000 $200,000,000 $300,000,000 $400,000,000 $500,000,000

R at e

Award Value ($)

Figure 5.3.3: Example 2 Adjusting Rate (FI 2.0%)

Function: F(D)=FI∙e ‐ λD

FI = Initial Rate e = The number e = 2.7182818284...

Lambda = "Rate‐reduction‐constant" (Exponential Decay Constant) [For this example, λ = 4.00 x 10‐9] D = Dollar amount at which the rate is calculated F(D) = Rate at any dollar amount

Table 5.4: Additional Estimated Fees (AEF)* Title Amount Description

SpEC Member Category

Government Property SpEC Conference Fees Other Fees

*Table is notional. Include any additional rows for specific member categories, government property, SpEC conference fees, or any other fees as necessary.

Government Furnished Property: As noted above, 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, to the extent that Offeror plans to utilize Government Property in performance of this effort, Offeror shall include in its detailed cost information, a table with the estimated value for each piece Government Property proposed for use by the Offeror in performance of this agreement. The Government reserves the right to adjust the value of the Offeror’s proposed Compensation Approach, to reflect the use of any Government Property that was not accurately captured in Offeror’s proposal.

5.4 Proposal Section 4 – Technical Solution Factor

The Government’s intent behind improving the cybersecurity posture of the consortium is not to discourage non-traditional involvement but rather to deal with the realities of living in an increasingly interconnected world by reducing risks to prototype data developed under SpEC agreements. Every program office that intends to use the SpEC OTA vehicle will have different cybersecurity requirements and consortium members will have to adapt to them when preparing proposals. At a minimum, SpEC OTA Prototype Level Performers shall perform all the basic cyber hygiene principals, safeguarding requirements and procedures as outlined in 48 CFR 52.204-21 “Basic Safeguarding of Covered Contractor Information Systems”.

Programs with additional cybersecurity requirements may request that Offerors implement the most up to date versions of: National Institute of Standards and Technology (NIST) Special Publication (SP) 800-171 Rev 1 “Protecting Controlled Unclassified Information in Nonfederal Systems and Organizations”, Draft NIST SP 800-171B “Protecting Controlled Unclassified Information in Nonfederal Systems and Organizations: Enhanced Security Requirements for Critical Programs and High Value Assets”, DFARS 252.204-7012 “Safeguarding Covered Defense Information and Cyber Incident Reporting” and/or additional security requirements. The Government requires the Consortium Manager to flow down these requirements to Prototype Level Performers and their subcontractors. If a compliance assessment is required by the program office, the Consortium Manager shall facilitate the Government’s compliance assessments in coordination with SMC cyber assessment teams or through a third party assessor. This assessment will be used by the program office to determine award eligibility and satisfactory compliance.

The Offeror shall propose opportunities for training of consortium members on cybersecurity related issues, and identify ways to increase cybersecurity resilience for the consortium by encouraging best practices amongst membership.

In this section, the Offeror shall outline how it will implement cybersecurity standards, protect Controlled Unclassified Information (CUI) on their IT infrastructure, and describe any suggested changes or improvements. If an alternate strategy is pursued, the Offeror shall describe their own approach to cybersecurity and the specific standards it will conform to, whether they are government or industry. This outline should include information which describes the goals, implementation timeline, execution, and rationale for the chosen approach.

In addition, the CM shall implement the following standards: National Institute of Standards and Technology (NIST) Special Publication (SP) 800-171 Revision 1 “Protecting Controlled Unclassified Information in Nonfederal Systems and Organizations”, 48 CFR 52.204-21 “Basic Safeguarding of Covered Contractor Information Systems” and other best practices on their Information Technology (IT) infrastructure. The Government reserves the right to perform a compliance assessment through the use of an SMC cyber assessment team or through a third party assessor on CM or PLPs IT infrastructure. The Government will provide written notification at least 30 calendar days prior to performing an audit.

The Offeror should address:

1) Limiting access to only authorized users to prototype data, research, communications and other critical information;

2) Proposed options for cybersecurity training and increasing the resiliency of cybersecurity practices for consortium membership;

3) Steps to implementing & maintaining all selected processes and practices on their IT systems and what Government or Industry standards they conform to;

4) Flowing down the Government program offices’ cybersecurity requirements to PLPs and their subcontractors.

The Government reserves the right to request additional information concerning any aspect of a proposal.

5.5 Proposal Section 5 - Additional Supporting Documentation

5.5.1 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 3.0 using track changes. Offerors shall also provide a proposed list of reports and deliverables necessary in Paragraph 4.0 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.

5.5.2 SOW Reference Matrix

Offerors must provide a completed SOW reference matrix, provided in Appendix B, with the proposal, that cross references each SOW requirement by SOW paragraph number to the appropriate section and page number of the proposal.

5.5.3 Consortium Membership Agreement

The Offeror shall attach a copy of its proposed Consortium Management Agreement, Membership Agreements, and any other administrative agreement(s) between the Consortium Manager and/or Members.

5.5.4 Exceptions to Articles and Proposed Agreement Terms

The Offeror shall list any exceptions to the Articles contained in the 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 identify them.

5.5.5 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, alternative intellectual property rights 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.

5.5.6 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.

In accordance with the attached draft consortium model agreement, to ensure there are no conflicts of interest, the Consortium Manager will be prohibited from performing any prototype projects.