EtoFO Justification_Rev 1_Redacted.pdf

Policy Number:

PID Number:

JUSTIFICATION FOR AN EXCEPTION TO FAIR OPPORTUNITY

UNDER FAR SUBPART 16.5 – INDEFINITE-DELIVERY CONTRACTS

1. Contracting Activity.

Naval Undersea Warfare Center Division Newport, Code 02.

2. Description of the Action Being Approved.

This amended justification serves as Revision 1 to the previously approved Justification for an Exception to Fair Opportunity, originally approved on February 4, 2026. This amendment updates the cognizant technical department from Code 45 to Code 75, adjusts the expected period of performance from 28 months to 24 months, and updates the estimated dollar value of the award to $2,805,896.

The Ocean Science, Autonomous Systems, and Ranges Department (Code 75) of the Naval Undersea Warfare Center Division Newport (NUWCDIVNPT) is responsible for the development of Navy Unmanned Undersea Vehicles (UUV). This responsibility encompasses all life cycle phases including conducting basic research and development in topics of interest for UUV research and development;

operating UUV testbed vehicles; planning and participating in exercises, experiments, and demonstrations;

conducting interface and liaison with fleet stakeholders regarding issues of UUV system design, development, and employment; and functioning as Engineering Agent or Government Developer/Integrator for select UUV programs.

Additionally, Code 75 is the designated Software Support Agent (SSA) for the Orca Extra Large UUV (XLUUV) program. The execution of SSA activities is in alignment with Secretary of Defense Memorandum “Directing Modern Software Acquisition to Maximize Lethality,” dated March 6, 2025, and embraces a Department of Defense Instruction 5000.87 software acquisition pathway-oriented approach throughout all phases of the software lifecycle. Code 75 is assigned organizational responsibilities for ensuring Orca XLUUV software meets requirements and is efficiently deployed to the end user. This responsibility includes UUV system development and all life cycle phases to include system acquisition, configuration management, and in service and software sustainment of proprietary L3 software and engineering support services.

Code 75 requests a new two (2) year* Cost Plus Fixed Fee (CPFF) and Cost-Reimbursement term-type services order on an exception to fair opportunity basis to L3 Technologies (L3) for software engineering services.

3. Description of Supplies/Services.

In support of the NUWCDIVNPT Orca XLUUV SSA, the contractor shall provide technical, engineering, and administrative services related to the sustainment of the Orca XLUUV L3 Control Element Software (CES), including:

DEPARTMENT OF THE NAVY

NAVAL UNDERSEA WARFARE CENTER DIVISION

1176 HOWELL STREET

NEWPORT RI 02841-1708

• Maintain Development, Security, and Operations build pipeline, build environments, and digital infrastructure needed to develop, test, release, and distribute software upgrades, updates, feature releases, patches, and bug fixes.

• Maintain build pipeline

• Participate in sprint planning and sprint closeout meetings

• Perform software development

• Execute software test and release process

• Participate in SSA-led monthly sprint planning activities

• Perform software development work in accordance with planned sprints

Estimated Dollar Value

FY26 FY27 FY28 Totals

4. Identification of the Exception to Fair Opportunity.

FAR 16.505(b)(2)(i)(B): Only one awardee is capable of providing the supplies or services required at the level of quality required because the supplies or services ordered are unique or highly specialized.

5. Rationale Justifying Use of the Exception to Fair Opportunity.

The Government has procured Orca XLUUV systems under a Program Office contract with Boeing, the manufacturer of the Orca XLUUV. The Orca XLUUV includes proprietary L3 mission planning software. L3 holds data rights and exclusive access to the source code, which is required to produce software patches, including bug fixes, security updates and new features. The first unit Orca XLUUV system and L3 mission planning software were delivered to the Government on 9/30/2025, at which point the Government, and NUWCDIVNPT as the SSA, assumed sustainment responsibility for the software.

To sustain the Orca XLUUV system, L3 software developers need to sustain the proprietary L3 mission planning software.

The L3 mission planning software is unique in that it is the only mission planning software that can plan missions for the Orca XLUUV vehicle and is required for the operation and use of the XLUUV vehicle.

If the L3 mission planning software is not sustained, the entire Orca XLUUV system will be rendered unusable, and the XLUUV-provided capabilities will not be delivered to the fleet.

As a result of the above analysis, only L3 has the data rights to the proprietary source code, and is the only entity able to update the software product to meet the requirements of this task order.

6. Determination of Fair and Reasonable Cost.

The Contracting Officer has determined the anticipated cost to the Government of the services covered by this Justification for an Exception to Fair Opportunity will be fair and reasonable.

7. Other Supporting Facts

If this order is not awarded to L3 in a timely manner, critical operational deployment timelines will not be met.

8. Actions to Remove Barriers to Future Competition.

For the reasons set forth in Paragraph 5, NUWCDIVNPT has no plans at this time to compete future contracts for the software support services covered by this document. However, if another potential source emerges, NUWCDIVNPT will assess whether competition for future requirements is in the best interest of the Government.

CERTIFICATIONS AND APPROVAL

TECHNICAL/REQUIREMENTS CERTIFICATION

I certify that the facts and representations under my cognizance which are included in this Justification for an Exception to Fair Opportunity and its supporting acquisition planning documents, except as noted herein are complete and accurate to the best of my knowledge and belief.

Technical Cognizance:

ephannie Cyr Signature/Date Name (Printed) Title and Code Phone No.

CONTRACTING OFFICER CERTIFICATION

I certify that this Justification for an Exception to Fair Opportunity is accurate and complete to the best of my knowledge and belief.

Carrie Rochelle Signature/Date Name (Printed) Code Phone No.

ADVOCATE FOR COMPETITION APPROVAL

Upon the basis of the above Justification for an Exception to Fair Opportunity, I hereby approve, as Advocate for Competition, the solicitation of the proposed procurement(s) described herein using other than full and open competition, pursuant to the authority of FAR 16.505(b)(2)(i)(B).

Stephen A. Lamb Signature/Date Name (Printed) Code Phone No.