DoW Other Transactions

The Secretary of Defense signed the Directing Modern Software Acquisition to Maximize Lethality memorandum on 6 March 2025 directing the use of Commercial Solutions Openings and Other Transactions as the default
solicitation and award approaches for acquiring capabilities under the Software Acquisition Pathway.

 

Two types of Other Transaction Authority are available to the Department of War (DoW). The USD A&S Other Transactions Guide (v2.0 Jul 2023) provides conditions for use as well as guidance for planning and executing Research and Prototype OTs as well as follow-on Production OTs.

Research OTs – 10 U.S.C. §4021 are applicable for basic, applied, and advanced research projects to pursue development and application of dual-use technology. Unlike Prototype OTs, Research OTs do not include authority for transition to follow-on production contracts or transactions. Research OTs require cost sharing arrangements between the government and the other party/parties, typically split 50/50, although the ratio is negotiable based on resources, previous technological investments, commercial vs. government applicability, performance risk, and nature of a project. Although the Competition in Contracting Act (CICA) is not applicable, competition should be pursued to the maximum extent practicable to incentivize high quality and competitive pricing.

Prototype OTs – 10 U.S.C. §4022 are appropriate for research and development and prototyping activities to enhance mission effectiveness of military personnel and supporting platforms, systems, components, or materials. Prototype OTs may only be used to develop limited quantities of prototypes, however, they can provide a path to directly award a follow-on Production OT or contract without having to re-compete the effort. This is an important benefit of the Prototype OT approach, but programs must develop acquisition approaches for prototype projects that address anticipated follow-on activities to properly take advantage of this authorization and also ensure the organization is prepared and resourced to move forward with a successful prototype OT.

Prototype Project Definition

A prototype project addressing a proof of concept, model, reverse engineering to address obsolescence, pilot, novel application of commercial technologies for defense purposes, agile development activity, creation, design, development, demonstration of technical or operational utility, or combinations of the foregoing. A process, including a business process, may be the subject of a prototype project.

Source: USD A&S and USD R&E Memorandum, Definitions and Requirements for Other Transactions Under Title 10, United States Code, Section 2371b

Using Prototype OT Authority

One of the following conditions must be met to award a Prototype OT (Source: USD A&S and USD R&E Memorandum, Definitions and Requirements for Other Transactions Under Title 10, United States Code, Section 2371b):

  • At least one non-traditional defense contractor participates to significant extent or
  • All significant participants are small or non-traditional defense contractors or
  • One third of total cost provided by sources other than gov (if no non-traditional defense contractor participation) or
  • The Agency Senior Procurement Executive determines circumstances justify use of a transaction that provides for:
    • Innovative business arrangements not feasible or appropriate under a contract
    • Opportunity to expand defense supply base not practical or feasible under a contract

 

Conditions for Follow-on Production OT or Contract (Source: USD A&S and USD R&E Memorandum, Definitions and Requirements for Other Transactions Under Title 10, United States Code, Section 2371b)

Prototype OTs must specifically state the possibility for a follow-on production OT or contract in both the Prototype OT solicitation and the Prototype OT agreement. Non-competitive follow-on awards are limited to the participants in the OT prototype project and the following criteria must be satisfied:

  • Competitive procedures were used to select the parties to participate in the prototype project; and
  • Participants in the transaction successfully completed the prototype project provided for in the transaction

Prototype OTs must include defined conditions for the prototype agreement to be determined successfully completed and thereby eligible for a follow-on production award. Successful completion of a prototype project requires written determination by the responsible approving official stating the efforts under a Prototype OT satisfy the following criteria

  • Met the key technical goals of a project;
  • Satisfied success metrics incorporated into the Prototype OT; or
  • Accomplished a particularly favorable or unexpected result that justifies the transition to production
OT Approvals and Thresholds

Approvals and Thresholds (Source: USD A&S Memorandum Authority for Use of Other Transactions for Prototype Projects Under 10, United States Code, Section 4022)

Approval authorities and thresholds for Prototype Project OT Awards:

  Value of Individual Transaction
Organization Up to $100M $100M to $500M Over $500M
Combatant Commands (CCMDs) with contracting authority Head of Contracting Activity (HCA) Senior Procurement Executive (SPE) USD(R&E) or USD(A&S)
Defense Agencies and Field Activities with contracting authority HCA SPE USD(R&E) or USD(A&S)
Military Departments HCA HCA SPE
DARPA, DIU, and MDA HCA Director Director
  • As a matter of policy, approval of a follow-on production OT agreement or contract valued in excess of $100 million requires prior coordination with the appropriate Under Secretary.
  • The authority of the head of the contracting activity, directors of DARPA, DIU, MDA, or the SPE, as applicable may not be delegated pursuant to section 4022(a)(3).

Approval authorities and thresholds for follow-on Production Contracts and OT Agreements:

 

  Value of Individual Transaction
Organization Up to $100M $100M to $500M Over $500M
Combatant Commands (CCMDs) with contracting authority Commanding Officer USD(R&E) or
USD(A&S)
USD(R&E) or USD(A&S)
Defense Agencies and Field Activities with contracting authority Director USD(R&E) or
USD(A&S)
USD(R&E) or USD(A&S)
Military Departments Service Acquisition Executive (SAE) SAE SAE
DARPA, DIU, and MDA Director Director Director
  • As indicated in section 4022 for all threshold levels, the value shall include all options.
  • In determining the value of a given transaction for the purposes of assessing compliance with the authority levels set forth above, OT agreements will be measured based on the value of each transaction, rather than the total value of all OT agreements that might be executed in a prototype project or for follow-on production. That is, a prototype project may consist of multiple transactions to the same or different parties, each of which shall be considered separately when considering dollar thresholds.
  • Transaction value shall include all options with prices established in the OT agreement as awarded as well as the amount associated with any cost-sharing borne by the performer where the basis for the OT is subsection 4022(d)(1)(C).
  • Regardless of value, a separate OT approval will be required for each phase-prototype or follow-on production-and separately within a phase for each transaction.
Required and Recommended Use of eBusiness Tools for OTs

Source: USD A&S Memo Required and Recommended Use of eBusiness Tools When Awarding and Administering Other Transactions

REQUIRED:

Federal Procurement Data System (FPDS) 

  1. Report each OT for Prototypes or Follow-on Production new award and any subsequent modifications in the Other Transaction module in FPDS within three (3) business days of the action being awarded.
  2. Report each Other Transaction for Research and any subsequent amendments in the FAADC module in FPDS within three (3) business days of the action being awarded.
  3. Report each Procurement for Experimental Purpose following the policies for the type of award being issued as described above.

System for Award Management (SAM) Entity Information/Reporting

  1. Include terms in the OT award that require the awardee to maintain an active registration for ‘All Awards’ in SAM throughout the life of the OT award. Components are encouraged to use a term substantially the same as the one found at FAR Clause 52.204-7.
  2. Before modifying the OT award to extend its period of performance (including prenegotiated options to extend), confirm that the OT awardee has an active SAM registration for All Awards.
  3. Include terms in the OT award to a Consortium that requires all of its member organizations to obtain and maintain UEIs for the purposes of statutory reporting requirements.
  4. Report the UEI of consortium members performing on individual orders under OT agreements in the FPDS OT module.

Government-Furnished Property (GFP) Module

  1. Include terms in the Other Transaction award, when government property will be provided (as described above) that require the Other Transaction awardee to use the GFP Module in PIEE to report the following transactions when they occur:
    a. Receipt of GFP
    b. Property loss
    c. Plant clearance
    Components are encouraged to use a term(s) substantially the same as those found at FAR Clause 52.245-1 and Defense FAR Supplement (DFARS) Clauses 252.245-7001 through -7004 and 252.211-7007.
  2. Create and approve GFP Attachments within the GFP Module.
  3. Use the GFP Module for tracking shipping of GFP.

Wide Area Workflow (WAWF) 

  1. Include in the OT awards the requirement for and instructions on how to use WAWF. Components are encouraged to use a term(s) substantially the same as those found at DFARS 252.232-7003 and 252.232-7006.
  2. Ensure that the language of the OT designates which activity is going to perform the acceptance and approval processes. Individuals performing these roles within that activity must establish a WAWF account with the appropriate role(s) for receipt,
    acceptance, and payment of invoices.
  3. Use WAWF for receiving and approving payment requests and for collecting and accepting evidence of performance except for classified transactions and when a purchase card is being used for payment.

Electronic Data Access 

  1. Ensure the agreement and all modifications are posted to EDA. This is sufficient to ensure the required distribution to payment office and contract administration offices.

Purpose Code Module (PCM) 

  1. Establish a PIEE account with the appropriate role(s) for PCM Purpose Code Manager. This can be done centrally or can be distributed.
  2. Ensure that the DoDAACs that are involved with issuing, administering, or paying the Other Transaction Agreement have the appropriate flags set in PCM.

 

RECOMMENDED:

System for Award Management Contract Opportunities 

  1. While FAR Part 5 requiring use of SAM for posting opportunity notices does not apply to OTs, it is recommended as a best practice for AOs to include a Contract Opportunities posting as a means to reach the maximum number of vendors in addition to other market research methods used.
  2. If a solicitation for a requirement, such as a broad agency announcement (BAA), could result in either an OT or FAR-based contract, then SAM Contract Opportunities should be used in addition to other solicitation mechanisms.

 

 

AVAILABLE:

Solicitation Portal

  1. The Solicitation Portal is not required by policy. However, it does provide a centralized location for sharing solicitations with industry and receiving proposals using standard data.

Direct OT Awards

Agencies with Other Transaction authority and Agreement Officers can execute OTs, but must establish processes to solicit, evaluate, negotiate, and award OT agreements. It is not advised to leverage FAR processes to execute OTs. There is not a single established process for executing OTs. Projects or programs seeking to use OTs may leverage white papers, demonstrations, competitive prototyping, phased down-selects, or any combination thereof to construct a strategy to achieve objectives.

For further guidance about planning and executing OT agreements, refer to agency specific OT guidance and training, as well as resources below.

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