- Consortium Formation
- Facility Clearance
- Intellectual Property/ Proprietary Data
- Joining the Consortium
- Non-traditional Defense Contractor
- Project Award Process
- Typical OT-Consortium Model
- Working with the Government
The membership dues are payable once an applicant company has been approved for membership by the consortium’s governance body. National Spectrum Consortium Members will pay annual dues in the amount of $500. National Spectrum Consortium Members will pay annual dues every October 1st. New Members will pay pro-rated dues payable upon initial acceptance of membership and then $500 respectively per year every October 1st thereafter. The pro-rated dues structure, based upon the date of initial application acceptance, is as follows:
- October through December – $500
- January through March – $375
- April through June – $250
- July through September – $125
Annual Dues and project award assessments pay for consortium activities, such as but not limited to, Executive Committee support, meeting costs and support, member application processing, membership management (DD2345, “good standing” tracking, etc.), executing and managing the NSC financial processes, dues and assessment invoicing and collection, communications efforts, business development and strategic planning efforts, maintaining public and private websites, Executive Director and Chief Strategy Officer salaries, and supporting any other subcontractors.
Yes, please reference page 5 of the NSC Membership Agreement and Application.
United States (U.S.)/Canada Joint Certification Program (JCP) certification establishes the eligibility of a U.S. or Canadian contractor to receive technical data governed, in the U.S., by Department of Defense (DOD) Directive 5230.25 and, in Canada, by the Technical Data Control Regulations (TDCR). Certification is required for United States (U.S.) or Canadian contractors who wish to obtain access to unclassified technical data disclosing militarily critical technology with military or space application that is under the control of, or in the possession of the U.S. Department of Defense (DOD) or the Canadian Department of National Defense (DND). In order to obtain a certification, contractors must submit a DD2345 Form to the United States (U.S.)/Canada Joint Certification Office, along with supporting company documentation. Please visit the DLA website for more information regarding the DD2345 process, including the form itself as well as instructions and FAQs. According to the JCP’s website, the processing time for DD2345 Form applications fluctuates depending on the delivery method to their office and the volume of applications received. If there are problems with the application, e.g. incomplete or incorrect information, delays will occur. The website includes tips for avoiding these mistakes. Recent experience indicates a range of a few days to a few weeks.
A copy of your DD2345 Certification (a prerequisite for membership). Those without a current DD2345 can find the form and instructions at the link listed below. For a brief overview of this form, please consider watching the video below.
DD2345 General Instructions
Form Specific Instructions
Video: DD2345 Overview
A DD2345 is required for US and Canadian contractors who wish to obtain access to unclassified technical data disclosing militarily critical technology with military or space application that is under the control of, or in the possession of the U.S. Department of Defense (DOD) or the Canadian Department of National Defense (DND). In order to obtain a certification, contractors must submit a DD2345 Form to the United States (U.S.)/Canada Joint Certification Office, along with supporting company documentation. Please visit the DLA website for more information regarding the DD2345 process, including the form itself as well as instructions and FAQs. According to the JCP’s website, the processing time for DD Form 2345 applications fluctuates depending on the delivery method to their office and the volume of applications received. If there are problems with the application, e.g. incomplete or incorrect information, delays will occur. The website includes tips for avoiding these mistakes. Recent experience indicates a range of a few days to a few weeks.
Can my organization submit our application for membership to the National Spectrum Consortium while we await our DD2345?
No. Prospective members should submit all required documents at the same time, including the approved DD 2345. Please refrain from submitting your application until you have all the required documents.
No, membership is open to all U.S. companies and universities which are capable of making a technical contribution to the advancement of spectrum-related technologies. However, once a member, solicitations under the Other Transaction will require nontraditional participation or at least 1/3 cost share.
An individual can join the Consortium so long as she/he has a UEI number, a current DD2345 Certification, and is capable of making a technical contribution by having in-house, hands-on research and development activities relevant and essential to a proposed project or effort. A technical contribution does not include project, program, contract and similar management and/or administrative functions.
How long will it take to get the membership application approved and good to go after company submits?
If an application is complete, approvals will be issued within a few days. If an application is incomplete, the CMF or Executive Director will call the applicant to discuss any missing elements. The Executive Director will be reviewing and approving all applications. If a DD2345 is missing, the membership application will be processed but approval will be held abeyance pending receipt of a DD2345. If an organization is operating under FOCI, the company’s application must be reviewed and approved by the government prior to membership approval.
The construct of the Other Transaction Agreement benefit non-traditional defense contractors as prime contractors or the teaming with non-traditional defense contractors. A nontraditional defense contractor is an entity that is not currently performing and has not performed, for at least the one-year period preceding the issue date of the Spectrum Request for Prototype Proposals, any contract or subcontract for the Department of Defense that is subject to full coverage under the cost accounting standards prescribed pursuant to section 1502 of title 41 and the regulations implementing such section. Chapter 99 of Title 48, has a clear set of requirements for full coverage under Cost Accounting Standards and then a separate set of requirements for educational institutes. While we do allow member organizations to self-certify, it is our understanding that educational institutions are subject to special CAS and not full CAS. Please see the following from the DCAA Audit Manual:
8-103.1 Educational Institutions-CAS
Contracts and subcontracts with educational institutions are subject to special CAS coverage (see 13-209). Contracts and subcontracts performed by federally funded research and development centers operated by educational institutions are subject to CAS coverage for commercial companies.
Universities, if they are categorized as traditional or non-traditional as defined by the Section 815 Other Transaction statute, compete equally among all other members of the consortium. What is unique about the OTA vehicle is that it avoids the typical barriers (certain contract clauses) that non-traditionals object to that are associated with typical FAR-based contracts. The government is seeking more engagement with universities and non-traditionals to bring innovative ideas to spectrum prototyping. Both universities and any other organizations who qualify as a non-traditional are encouraged to join the consortium.
The National Spectrum Consortium (NSC) does not have specific guidance with regard to how a parent organization and its associated affiliates must join the Consortium. It is left up to the organization to determine how best to join the NSC. The NSC membership listing will specify multiple affiliates, should the parent organization allow multiple affiliates to join.
Regardless of the number of affiliates, an NSC Member Organization with one or more affiliates participating in the NSC is considered to be one (1) NSC Member Organization for the purposes of voting, committee and subcommittee representation. It is left up to the parent organization to determine how NSC representation will occur.
Affiliate means, with respect to a specified Member that is a signatory to the NSC Articles of Collaboration, any corporation, company, partnership, joint venture and/or firm which now or hereafter controls, is controlled by or is under common control of such specified Member. For purposes of this definition, “control” shall mean (i) in the case of corporate entities, direct or indirect ownership of at least 50% of the stock or shares entitled to vote for the election of directors; and (ii) in the case of non-corporate entities, direct or indirect ownership of at least 50% of the equity interest with the power to direct the management and policies of such non-corporate entities.
The Articles of Collaboration’s content was determined and approved by the companies that comprised the Formation Steering Committee. The Articles are based on other consortium models currently functioning as a Government-Consortium Enterprise under an Other Transaction Agreement for Prototypes.
Amendments or modifications to the Articles of Collaboration are now made in accordance with Article 19. Should organizations have questions regarding the terms of the Articles, they are encouraged to contact the NSC CMF.
Organizations can send suggested Article modifications to the NSC CMF, who will maintain a log of this information. Periodically, these suggestions will be reviewed by the NSC Executive Committee and incorporated in accordance with Article 19.
The Executive Committee will not have access to an organization’s Intellectual Property. IP assertions should be submitted during the proposal stage and IP rights will be negotiated by the Member Company and the Consortium Management Firm upon selection and award of a project.
No, only the Government and the Consortium Management Firm will have access to proposals. The CMF has entered into a Non-Disclosure Agreement with the NSC Consortia in their Management Services Agreement.
Will the Executive Committee have more visibility to Government needs/solicitations than a regular member?
No, the Executive Committee will not have more visibility to the Government’s needs. The forming of a strategic plan and the generation of technology requirements is completely dependent upon the desires of the government customers – i.e. how they want to engage the consortium. When the Government customers engage industry in this process, the opportunity will be open to all members of the Consortium.
The NSC conducts elections annually and solicits nominations from existing members around Oct. 1 each year.
No, the NSC member company is not required to be a non-traditional contractor (as defined by the Section 815 Other Transaction statute). Projects awarded to NSC members serving as the project prime contractor will require at least 1/3 cost share or a significant contribution by a non-traditional. If the NSC member is a non-traditional, there is no cost share requirement or need to team with another non-traditional contractor.
Each proposal must include significant nontraditional participation or 1/3 cost share. There are different rationale for determining if there is significant nontraditional participation. The most obvious way is for the nontraditional to be considered significant is to accomplish a significant amount of the effort. ACC-NJ has defined “significant amount” to be 1/3 of the total cost of the project. If the non-traditionals are not accomplishing 1/3 of the effort, then they need to supply a key technology or product; provide the use of unique skilled personnel, facilities and/or equipment; or contribute to a material reduction in cost or schedule; and/or improvement in performance.
All U.S. Persons will be afforded access to Export Control data (should the government provide any) through the Members Only website. The Primary Point of Contact at the Member Organization will control who has access to the Members Only site from each organization and each organization is responsible for ensuring Export Control requirements are met with any Export Controlled Data provided.
The Government awards the overarching Other Transaction Agreement to the industry consortium through its Consortium Management Firm (CMF). Projects to be executed under the Other Transaction will be competed among the NSC members and proposals will be submitted through the CMF to the Government for evaluation and source selection. Once the source selection is made and negotiations are completed, the Consortium Management Firm will be directed by the Government to issue a sub-agreement with the successful offeror under the overarching Other Transaction Agreement.
The Technical Concept associated with each Request for Prototype Proposals provides an initial baseline budget that the government will use to develop a budget for the effort. That initial baseline budget may change, depending on any scope changes the government makes to the initial Technical Concept. Our experience to date has shown that this is the only budget guidance the government is willing to provide.
Can a non-member of the National Spectrum Consortium participate in the Government solicitations to the National Spectrum Consortium Members as a sub-contractor to a Consortium Member?
Yes, the offeror of the proposal must be a NSC member; however, subcontractors and consultants are not required to become NSC members.
Can a Foreign-owned, Controlled, or Influenced (FOCI) company participate as a sub-contractor to Consortium member in response to government projects?
Yes. It is anticipated that research findings and technology developments arising from projects funded under the OTA may constitute a significant enhancement to the national defense and to the economic vitality of the United States. As such, in the conduct of all work under the OTA, NSC Member companies and all lower tier subcontractors will be required to comply strictly with the International Traffic in Arms Regulation (22 CFR 120-130), the National Industrial Security Program Operating Manual (DoD 5220.22-M) and the Department of Commerce Export Regulation (15 CFR 730-774). It will be the lead consortium member’s responsibility to ensure that any lower tier subcontractors have the ability to comply with these requirements.
Will requirements from customers be specific to a radio/waveform product issue due to spectrum re-assignment or sale?
Government customers who use the OTA as a contracting vehicle will vary in the requirements they bring to the OTA. It is our understanding that the requirements will cover a broad range of needs. While some of the challenges brought to the consortium will be related to spectrum relocation, much of it will not.
Each solicitation will provide proposal preparation guidance to include templates, including required sections of cost and technical proposals, etc.
What is the process for reviewing proposals and criteria for deciding which proposals move forward with some level of funding?
The government will assign a source selection evaluation team that will review each member proposal based on the selection criteria specified in the solicitation. All proposals submitted will be evaluated in accordance with the evaluation criteria provided in the Request for Prototype Proposal.
The government technical point of contact (Agreement Officer Representative – AOR) assigned to oversee the project will assemble the team of the individuals responsible for evaluating the proposals and ultimately which proposals get recommended for award.
Is it possible that only parts of a proposal would be accepted and other parts of the same proposal could be rejected?
Yes, the Government reserves the right to select the entire proposal or some portion of the proposal.
How will the consortium deal with proposals from different parties that clearly have significant overlap in scope and execution but otherwise did not propose or plan to collaborate?
The Government, not the Consortium, will be evaluating proposals. While there may be considerable overlap in scope and execution, the government will often look at innovation, risk and payoff in determining a winning proposal.
Will the consortium actively recommend specific parties get together to consider collaboration on individual project proposals that if combined with others, would potentially yield significantly better outcomes?
It is not the intent of NSC Executive Committee, nor the NSC CMF, to recommend specific collaborations among the NSC members. Further, it is unlikely that the Government would actively recommend specific parties within the consortium to get together – this would give the appearance of favoritism and unfair advantage in a competitive environment.
Per Article 1 of the NSC Articles of Collaboration: “all recipients of Spectrum Technology Project Agreement funding shall pay the sum of 1.0% of all Government funds awarded (funding not ceiling) under such Spectrum Technology Project Agreement to the National Spectrum Consortium via the designated Consortium Management Firm.”
The NSC assessment is the primary means of raising revenue to pay for the operations of the consortium. These operations include administrative and member support activities, industry days, membership meetings, business development, strategic initiatives, customer outreach, training, process improvement initiatives, and website management.
Will all Members be able to see all solicitations made by the Government to the National Spectrum Consortium?
All solicitations will be made available to all members in good standing at the time of the solicitation release.
Can a non-member of the National Spectrum Consortium see the Government solicitations to the National Spectrum Consortium Members?
Solicitations to the NSC will be announced via Sam.Gov as an Intent to Announce. However, the actual documents associated with the solicitation (project specific information) will only be available to NSC members. By including an announcement in Sam.Gov, the Government has the ability to reach the broader technology base, but those interested organizations will need to join the NSC (or join the team of an NSC member) in order to participate in the solicitation process.
Can my organization still engage in spectrum-related work with the Government that is performed outside of the Other Transaction Agreement with the National Spectrum Consortium?
This will be a direct function of what the Government customer is interested in, but in general the answer is no. There have been OTAs that have implemented a process ahead of the normal requirements process called “good ideas”. In this process, the Government will ask industry to send in their good ideas (usually a paragraph). If a funding sponsor likes the good idea, he or she may incorporate the “good idea” into the normal requirements process. In this way, a consortium member can recommend a requirement that fits with their “unsolicited proposal”.
Will there be an industry day where members of the consortium can describe their ideas for consideration?
We host Industry Days with the government customers to give them an opportunity to describe what their needs are and then potentially have one-on-one sessions with government representatives. Another type of event we hold when solicitations are released is “Speed Networking”. Speed Networking events would provide your organization a few minutes to present your capabilities and collaboration interests to other NSC members.
We have been told that there will be no basic research funded through the consortium, only research at Technical Readiness levels 4 and higher. Is this correct?
The OT for Prototype legislation has no Technology Readiness Level /Manufacturing Readiness Level restrictions. OTs must be for “prototype projects” that are directly relevant to weapons or weapon systems proposed to be acquired or developed by the DoD. In accordance with the OSD OT Guide for Prototype Projects, a prototype can generally be described as a physical or virtual model used to evaluate the technical or manufacturing feasibility or military utility of a particular technology or process, concept, end item, or system. The quantity developed should be limited to that needed to prove technical or manufacturing feasibility or evaluate military utility. In general, Research, Development, Test & Evaluation (RDT&E) appropriations will be appropriate for OT prototype projects.
A DD 2345, Militarily Critical Technical Data Agreement, is separate from a Facilities Clearance (FCL) and one will not suffice for the other. Both will be required to perform classified work on a classified project. Please note that not all work on a classified project is classified; therefore, all members of the project team may not be required to have an FCL.
We are a small business that has no experience working with the federal government. How can we propose to classified projects if we do not have the required security clearances?
For the majority of classified projects, an organization will not require a Facility Security Clearance (FCL) to respond to a solicitation. Upon award of a classified contract, the company can be sponsored for the FCL and an interim FCL can be requested. An interim FCL would allow the company to begin limited performance pending the issuance of the final FCL.
The following is taken from the Defense Security Services website:
- “U.S. industry develops and produces the majority of our nation’s defense technology – much of which is classified and thus plays a significant role in creating and protecting the information that is vital to our nation’s security. The National Industrial Security Program (NISP) was established by Executive Order 12829 to ensure that cleared U.S. defense industry safeguards the classified information in their possession while performing work on contracts, programs, bids, or research and development efforts.
- Defense Security Services (DSS) administers the NISP on behalf of the Department of Defense and 30 other federal agencies. There are approximately 13,000 contractor facilities that are cleared for access to classified information.
- To have access to U.S. classified information and participate in the NISP, a facility – a designated operating entity in private industry or at a college/university – must have a legitimate need for access to classified information (A DD 254 will come with each classified project solicitation which will list the need) in connection with a U.S. Government or foreign government requirement. Once this requirement has been established, a facility may be sponsored for a Facility Security Clearance.
- In order to obtain the clearance, the contractor must execute a Defense Security Agreement which is a legally binding document that sets forth the responsibilities of both parties and obligates the contractor to abide by the security requirements of the National Industrial Security Program Operating Manual.”
Neither the NSC nor the NSC CMF has rights to the IP brought to or developed during a project funded under the OTA. Specific IP rights will be negotiated between the offeror and the Government and detailed in the project agreement.
The Other Transaction Agreement will contain overarching terms and conditions regarding IP. However, The CMF will facilitate the negotiation between the NSC Member companies and the Government for each project. Members should include IP data rights assertions in each project proposal for the Government’s review.
Does the Government obtain rights to any IP developed during a project funded under the Other Transaction Agreement?
IP rights are negotiated on a case by case basis. For Technical Data, the Government generally obtains IP rights pursuant to the extent that its financial contributions toward the development of the technical data is equal to or greater than 50% of the total cost of such development.
To what extent are details of projects and results of projects shared (or allowed to be shared) with others outside of the consortium or in public forums?
Project Awardees will have the right to publish or otherwise disclose information and/or data they develop under the OTA; however, the OTA provides specific provisions concerning the approvals required prior to the information being released.
Who will have access to any Proprietary or Confidential Information my organization may provide as part of a proposal?
Only the Government and the Consortium Management Firm will have access to proprietary information. The CMF has a Proprietary Information Exchange Agreement in place with the NSC, which requires CMF to strictly protect confidential and proprietary information disclosed by a member.
My organization has had SBIRs with the Government; does that disqualify us from applying as a “Non-Traditional Government Contractor”?
The 2016 National Defense Authorization Act changed the nontraditional definition from the two condition definition referenced in the question to the following: “An entity that is not currently performing and has not performed, for at least the one-year period preceding the issue date of the Request for Prototype Proposals, any contract or subcontract for the Department of Defense that is subject to full coverage under the cost accounting standards prescribed pursuant to section 1502 of title 41 and the regulations implementing such section.” Organizations with SBIRs should still qualify as a non-traditional.
A nontraditional defense contractor is an entity that is not currently performing and has not performed, for at least the one-year period preceding the issue date of the Spectrum Request for Prototype Proposals, any contract or subcontract for the Department of Defense that is subject to full coverage under the cost accounting standards prescribed pursuant to section 1502 of title 41 and the regulations implementing such section. Chapter 99 of Title 48, has a clear set of requirements for full coverage under Cost Accounting Standards and then a separate set of requirements for educational institutes. While we do allow member organizations to self-certify, it is our understanding that educational institutions are subject to special CAS and not full CAS.
Please see the following and attached from the DCAA Audit Manual:
8-103.1 Educational Institutions-CAS
Contracts and subcontracts with educational institutions are subject to special CAS coverage (see13-209). Contracts and subcontracts performed by federally funded research and development centers operated by educational institutions are subject to CAS coverage for commercial companies.
If a non-traditional company becomes “traditional” after being awarded a contract, creating an intercompany non-traditional entitycompany would be relative easy for a large company. Are there any other incentives to promote collaboration with small companies and universities?
There will be opportunities, through Requests for Information (RFIs) issued to the Consortium, to promote and market your solutions to the people with problems. When the Government customers see a solution they like, they will craft an RFP to fit that solution, and you will have an advantage if you have the solution that can solve their problem. In that case, the small company or university will be able to pick and choose, if desired, which large company they will collaborate with. So what the consortium really does is provide direct visibility to the technologies of all organizations, large and small, to the Government to help inform their decisions about which solutions they might want. It creates a market pull advantage, which should help small companies and universities improve their visibility and position.
The initial funding for NSC came from the Defense Department’s allocation from the Spectrum Relocation Fund (SRF). Over time, various DoD organizations have funded NSC projects with Congressionally-approved direct appropriations. Both continue to be sources for NSC projects.