2025 03 27 FoS JA_Redacted (JA Proposed Redactions) (002)_Redacted.pdf

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CONTROLLED UNCLASSIFIED INFORMATION

Justification and Approval (J&A) for Other Than Full and Open Competition

Was a J&A approved for the preceding acquisition where that acquisition required a J&A? D Yes ~ No

Is this a new or amended J&A Document? [gJ New

Is this a Bridge Action as define_d at D ., Dollar Value of this Acquisition: D Contracting Activity: AFLCMC/HBK

D Amended ( Prior to Award Only! )

D Yes

Purchase Request (if available)/ Local ID Number: TEMP-23709684

Program/ Project (and PE, if applicable): Air Traffic Control and Landing Systems (ATCALS)

NAVAIDS Family of Systems (FoS)

Program Type (PEO, Enterprise, of Operational): PEO

Authority:

6.302-1 - 10 USC 3204(a)(l), Only One Responsible Source - No Other Supplies or Services Will Satisfy Agency Requirements

Estimated Contract Cost (including options): J&A Type: IZ! Class D Individual

I! Provide estimated cost of all contracts.

COORDINATION ( DAFFARS 5306. 304( a)) ( Sign and Save Procedure ) ** The teKt in the signature blocks below is editable, including the title.

** To remove a row click the "X" next to the signature block CAUTION· Once removed it can only be restored by downloading the BLANK FORM again I , Date ATCALS Program Office Signature

25Jun 2024

Date Contracting Officer Signature

25Jun 2024

Date Air Traffic Systems Branch Signature

Date Local Legal Reviewer Signature

23Jul2024

Date Chief of the Contracting Office (COCO) Signature Digitally signed by

APPROVAL ( DAFFARS 5306.304(a))

Date Competition Advocate Signature Ms. Janet Kuruvilla Digitally signed by

KURUVILLA.JANET.M

AFSC/PZC ATHEW. ~~~~2024,10.09os:1s:s9-os'OO'

August2023 CONTROLLED UNCLASSIFIED INFORMATION Page 2 of 12

I. Agency and Contracting Activity.

United States Air Force

AFLCMC/HBK

3001 Staff Drive. Suite 2Al-86A Tinker AFB, OK 73145

PR TEMP - 23709684

II. Nature and/or description of the action being approved.

This class Justification and Approval (J&A) is to authorize the use of other than full and open competition procedures to obtain a new, non-commercial, Firm-Fixed-Price, Indefinite-Delivery Indefinite-Quantity (IDIQ) type contract. This is not a bridge contract action but will be a new contract to acquire the required technical data and procedures for testing and repair of systems and components to establish an organic repair source, materials, and services and software updates to meet the Department of Defense's (DoD) Office of the Chief Information Officer (CIO) Windows 11 Upgrade mandate requirements.

This contract will be with the Original Equipment Manufacturer, OEM, for the NAVAIDS Family of Systems -Thales, USA, Commercial and Government Entity (CAGE) code 65597 -who is the only source available that can provide the required items and services due to the technical data and software code being proprietary to Thales.

In accordance with (IAW) Federal Acquisition Regulation (FAR) Part 16, a one-year basic ordering period and two one-year option periods and a six-month option to extend are considered appropriate for this acquisition.

Due to the inclusion of FAR 52.217-8, Option to Extend Services and the presence of unpriced options, a Class J&A is appropriate. Each option, including the six-month extension, if exercised, will be for work identified as in-scope work of the basic contract IAW the Performance Work Statement (PWS) to include planning for future Windows upgrades.

This J&A is to justify the use of a sole source contract to Thales USA, to acquire the needed technical data, repair procedures, test procedures, and test equipment to establish organic repair IAW Depot Source of Repair (DSOR) decision 11-104, and to upgrade the Tactical Air Navigational (TACAN) Facility Central Processing Unit (FCPU) IAW the DoD CIO Windows 11 Upgrade mandate.

The total estimated value of this planned contract is Period of Performance of Dec 2024 - Jun 2028.

ith an estimated award date of Dec 2024, and an estimated

Previous Contract: FA8102-13-D-0001 Date of Award: 28 Feb 13 Completion Date: 30 Sep 24 Contr~ Communications, Inc., CAGE Code:23386

Value:-

Previous Interim Contractor Support (ICS) Contract: FA8102-20-C-0001 Date of Award: Sep 20 Completion Date: Mar 21 Contractor: Thales USA, Inc., CAGE

Value:

Anticipated Contract: FA8102-25-D-XXXX Anticipated Award~ov 24 Anticipated Value:

contractor:Thales USA, Inc., CAGE Code: 65597

Ill. Description of supplies/services required to meet agency needs.

August2023 CONTROLLED UNCLASSIFIED INFORMATION Page 3 of 12

The purpose of this contract is to acquire the needed test and repair procedures, test equipment, and to upgrade the TACAN FCPU to Windows 11 to meet the DoD CIO Windows 11 Upgrade mandate.

The test and repair procedures are proprietary to the OEM and will be the same procedures the OEM uses; however, the OEM has expressed interest in selling the procedures to the Government to help establish and activate organic repair capability.

Procurement of these procedures and associated test equipment will ensure the Government can provide repair capability and sustain and maintain the NAVAIDS systems to meet the Warfighter's requirements.

These requirements will include the necessary software to run the automated tester as well as government purpose rights (GPRs) to the software to allow the Government to update the software as required in the future.

This information can only be acquired from the OEM as it is proprietary to the OEM.

The OEM is also being tasked to procure 135 FCPUs to upgrade to the Windows 11 mandate. The OEM's assistance is required as the current software on the TACAN systems is proprietary to the OEM, and they are the only ones who can adjust the TACAN software to work with Windows 11. This will help the FoS Program to meet the DoD CIO mandate and to ensure the FoS systems will be able to meet and maintain its Authority to Operate (ATO) certification.

As part of this software upgrade, the Government is requesting the OEM provide, at a minimum, GPRs, to the TACAN software to allow the Government to perform future updates and upgrades as required.

In addition, this contract is planning for future sustainment requirements by placing "hooks" in the PWS and contract to allow the awarding of future tasks under this contract with the OEM to provide engineering sustainment services/action, request rough order of magnitudes and proposals for future modification efforts, and provide for both recurring and non recurring OEM support but will not require additional contractual authorization for accomplishment.

These will include efforts such as technical tasks {engineering and logistics investigations and analyses) to ensure continued operation and maintenance of the NAVAIDS FoS systems; identification, review, assessment, and resolution of deficiencies;

to identify opportunities for performance and capability enhancement. It includes the measurement, identification and verification of system technical and supportability deficiencies, associated root cause analyses, evaluation of the potential for deficiency correction and the development of a range of corrective action options.

Establishing these requirements in advance will reduce time and expenses in the future as new issues arise such as obsolescence issues, new modifications, or capability improvements that are identified and need to be addressed.

Funding for current, and future tasks, is either already available or has been submitted for consideration and approval through the budgeting process.

This services contract will be a Performance-Based contract and will be fully funded using 3080F: Other Procurement, Air Force/BA03: Electronics and Telecommunications Equip/BSA 3: Electronics Programs funding. Future funding may consist of 3010, 3400, and/or 3600 funds to be used on future options.

The estimate was developed by the Cost Analyst Team at AFLCMC/HBAF with input from the ATCALS Program Office Subject Matter Experts (SM Es) and historical data from the previous contract. The overall methodology used to arrive at the total estimated value was an Analogy methodology supported by expert opinion. Analogous historical data was leveraged to build the labor estimate.

All costs are shown in This Year dollars at the Mean Probability Level.

FY23 United States Government inflation indices were applied.

Labor data rates pulled from previous FoS Thales Contracts.

For material and documentation/data, a blend of analogy and expert opinion bolstered the estimate. When analogous data was not present, we relied on SME opinion to fill in the estimation gaps.

August 2023 CONTROLLED UNCLASSIFIED INFORMATION Page 4 of 12

Estimated funding by year is broken out below for the base year and following option years. Option years are estimated costs, no requirements for option years have been established. All CLINs and Options will be covered under this class J&A.

Contract Structure Estimated Total =min Year Qty Basic See CUN Breakout See

Period of Performance Dec 24-Nov 25

Option I See CUN Breakout Option II See CUN Breakout 6-month Extension

See CUN Breakou See CUN Breakout See CLIN Breakout

Total Contract Value

CUN Structure Base Year - Estimated Total = min CUN Description 0001 FCPU Windows 11 Upgrade (Software) 0002 Depot Test Procedures (Tech Data) 0003 Depot Repair Procedures (Tech Data) 0004 Depot Test Equipment (VDATS) 0005 FCPU Ver 3 for Windows 11 (Equipment) 0006. Travel, Contractor, Training 0007 GPR Data Rights 0008 Other Costs (Shipping, etc .. )

Total Estimated Value

Option Year I - Estimated Total = min - CLIN Description 1001 Non-recurring services 1002 Technical data 1 LO 1004 Equ i pment/materia Is 1 LO 1006 Travel, Contractor, Training 1 LO 1007 GPR Data Rights 1 LO 1008 Other Costs (Shipping, etc .. ) 1 LO

Total Estimated Value

Option Year II - Estimated Total= min - CLIN Description Qty U/1 2001 Non-recurring services 1 LO 2002 Technical data 1 LO

Equipment/materials Travel, Contractor, Training GPR Data Rights Other Costs (Shipping, etc .. ) Total Estimated Value

6 month Extension - Estimated Total = min CLIN Description Qty

LO

LO

LO

LO

3001 Non-recurring services 1 LO 3002 Technical data 1 LO

1 LO

1 LO

1 LO

135 EA

1 LO

1 LO

1 LO

st

Dec 25-Nov 26 Dec 26-Nov 27 Dec 27-Jun 28

Pricing Arrangement

FFP-3080

FFP-3080

FFP-3080

FFP-3080

CR-3080

CR-3080

FFP-3080

CR-3080

Pricing Arrangement

FFP- 3080

FFP-3080

FFP- 3080

CR-3080

FFP - 3080

CR- 3080

Pricing Arrangement

FFP - 3080

FFP - 3080

FFP-3080

CR-3080

FFP-3080

CR-3080

Pricing Arrangement

FFP - 3080

FFP -3080

August 2023 CONTROLLED UNCLASSIFIED INFORMATION Page 5 of 12

3004 Equipment/materials 1 LO 3006 Travel, Contractor, Training 1 LO 3007 GPR Data Rights 1 LO 3008 Other Costs (Shipping, etc .. ) 1 LO

Total Estimated Value

Although the value in the above table shows an estimate o unexpected price increases or unknown requirements for o

FFP -3080

CR-3080

FFP-3080

CR-3080

o allow for

Unit prices are provided only for the base year material CLIN, CLIN 0005, as this is the only CUN that has individual parts associated with it. All other CLINs are priced as "Lots" due to the nature of what is being procured.

Additionally, the Program Office is seeking to acquire the appropriate intellectual property (IP) and associate rights to allow the Government to be able to maintain and sustain the FoS systems for future actions and to be able to upgrade associated software as required.

This acquisition effort aims to have the OEM/Thales provide, at a minimum:

1. GPRs to the software for the FCPU for future upgrades/updates as needed.

2. GPRs for the test software for the automated tester to allow the Government's Software Integration Laboratory to maintain the test software.

3. Unlimited rights to the technical data, testing procedures, repair procedures, and training materials to support depot activation and future upgrades and maintenance.

CUN 0007 of the base year option, is funded to procure updated IP rights to software and technical data that was originally procured under the previous contract, #FA8102-13-D-0001, to ensure the Government has the correct IP rights to be able to maintain and sustain the systems.

This acquisition effort aims to resolve the iss1Jes of the Government not procuring IP rights to the software or the complete test and repair technical data. This effort requests Thales provide, at a minimum, GPRs to the software for the FCPU for future upgrades/updates as needed and for the test software for the automated tester to allow the Government's Software Integration Laboratory to maintain the test software.

Obtaining GPRs will allow the depot to update, maintain, and upgrade software as required as well as to provide maintenance and overhaul actions to the hardware.

Any exercised option will include a provision to have the appropriate IP rights provided.

The preceding IP rights strategy is consistent with the Acquisition Strategy as ~pproved by the appropriate authority.

This J&A covers all contract actions including options, task orders and delivery orders for all Line Items detailed in the table above.

However, due to the circumstances described below in Sections IV, V, and IX below, there are no immediate actions that could be taken to develop competition that would not result in significant increases in costs and schedule to the Government.

Therefore, it is considered appropriate to seek approval for more than one year of requirements. If other qualified or approved sources become known during the life of this contract, full and open competition will be considered and utilized to the maximum extent practicable.

IV. Demonstration that the contractor's unique qualifications or the nature of the acquisition requires use of the authority cited above.

IAW FAR 6.302-l(a)(2)(ii) and (iii) and 10 USC 3204(a)(l), Only One Responsible Source - No Other Supplies or Services Will Satisfy Agency Requirements, it has been determined that there rs only one source that is capable of meeting and satisfying the Governments requirements for this acquisition.

August2023 CONTROLLED UNCLASSIFIED INFORMATION Page 6of 12

This effort is a follow-on to contract #FA8102-13-D-0001, a competitive contract that was awarded on 2/28/2013 to Thales Defense & Security, Inc. (Thales) and an ICS contract from 2021 also awarded to Thales, that provided ICS support while depot activation was pursued.

However, full depot activation - which would have included both the VOR and TACAN depots - was not achieved under the 2021 contract due to funding issues related to the TACAN requirements. As such, only the Very High Frequency Omni-Directional Range ( VOR) part of the DSOR decision was able to be fully activated with an activation date of January 2022.

This contract and J&A are required to complete the TACAN portion of the DSOR decision to achieve full organic repair. It is estimated full depot activation for the TACAN will be completed by July 2027 with the support of this contract. Without this contract, full depot activation cannot be completed which will result in the DSOR decision not being fulfilled and Full Operational Capability not being achieved for the NAVAIDS FOS program.

As the OEM, Thales has the superior and unique knowledge of the different NAVAIDS FoS components. Thales developed and retained this proprietary technical knowledge as they were the original developer and installer of the FoS components and as such, possess not only the unique and intimate technical and software knowledge of the FoS systems, how they work and how they integrate, but also the necessary technical and highly specialized skills and services required to accomplish the desired requirements of the Government.

Under contract #FA8102-13-D-0001, Thales was tasked with delivering a fully developed, commercial off the shelf system to modernize the NAVAIDS VOR, TACAN and Fixed Very High Frequency Omni-Directional Tactical Air Navigation (VORTAC) including hardware and software upgrades. Thales fully completed the requirements of contract #FA8102-13-D-0001 but is now needed to continue providing their expertise related to their highly specialized services to support the Government's need to establish organic-depot capability to be able to sustain and maintain the highly specialized equipment that is part of the overall NAVAIDS FoS system.

Due to the nature of the FoS equipment and how it operates -using ground stations equipped with a specialized antenna system to transmit both an amplitude modulated, and a frequency modulated signal - the FoS equipment provides an aircraft with a way to determine its position and stay on course by receiving radio signals transmitted by a network of fixed ground radio beacons.

As to the highly specialized nature of how this type of equipment operates and given that Thales developed the modernization upgrade for the Government's legacy systems, Thales is the only source able and available to continue to produce and provide the highly specialized equipment and services the Government requires to safely and successfully utilize the FoS equipment.

"Therefore, this acquisition will be a follow-on contract for the continued development of highly specialized equipment and the continued provision of highly specialized services."

As a global leader in the NAVAIDS industry, Thales has been trusted by the Federal Government, in both civil (FAA-related) and military capacities, to develop, provide, maintain, and support navigational aid equipment. Thales developed the original FoS equipment used by the USAF and other government agencies over 30 years ago. The contractor also developed, delivered, and installed the most recent modernization effort, from 2013-2023, as well as performing retrofits of antennas and other upgraded parts to legacy systems that didn't require complete modernizations.

As the original OEM for the NAVAIDS equipment, Thales has the required equipment, facilities, and personnel required to maintain, sustain, and upgrade the current FoS equipment and software to help the Government meet its required mandate for establishing organic-depot repair capabilities and upgrade computing equipment and software to the DoD CIO Windows 11 mandate.

Thales retained all rights to the technical data and software used for operation and maintenance of the equipment including testing, repair and overhaul. Thales uses software programs and firmware that are proprietary and cannot be released to other companies without a significant increase in cost and schedule, neither of which is acceptable to the Government.

Although multiple Requests for Information (RFI) were released, Thales was the only vendor/contractor/source to respond.

As the OEM for the NAVAIDS FoS systems and components, they possess the unique engineering and technical knowledge, August 2023 CONTROLLED UNCLASSIFIED INFORMATION Page 7 of 12 expertise, and skills required to meet the Government's requirements. No other vendor/contractor possess the unique engineering and technical knowledge, expertise, and skills required, and no other vendor/contractor was considered as a potential vendor.

Additionally, since the technical data/rights and software data/rights are proprietary to Thales, any other contractor would be required to either procure the data/rights from Thales or develop some type of partnership with Thales - either of which would increase costs and schedule negatively effecting the Government and its responsibilities to complete depot activation and to meet the DoD CIO mandate.

Thales possesses the unique and intimate product knowledge and experience necessary to provide a thorough set of testing documentation, repair procedures, and test equipment as well as the software expertise to ensure the systems' software can successfully be upgraded to meet DoD CIO mandate requirements.

Because the TACAN system is composed of a host of complex modules which require complete and thorough testing to maintain safe and full operation of the TACAN system, any other contractor or other third party, would have to design their own repair and test specifications, and could misinterpret or misunderstand the overall requirements for the NAVAIDS system which would result in -(1) improper or incomplete repair procedures and (2) inaccurate or incomplete test results failing to identify all failures or issues. This could result in an increased risk ofTACAN modules being repaired and placed back into service without being properly verified to be 100 percent operational.

No other vendor or contractor can meet these requirements without either partnering with Thales or procuring the required technical data from Thales which would only result in increased costs to the Government and unacceptable delays in meeting requirements.

Additionally, the operational software installed in the FoS systems was originally developed by Thales and has been maintained by them since. Any other contractor or third party would not be able to acquire the software or the rights to change the software to meet the Government's need to update to Windows 11 for cyber security requirements as directed by the DoD CIO.

Under the original procurement contract, #FA8102-13-D-0001, an option to procure technical data and rights was available but was not exercised at that time. Although the options of contract #FA8102-13-D-0001 also included options to procure technical data and/or rights, none were exercised.

As such, it was not reasonable to expect that any other source - contractor or government agency - would be successful in acquiring the software or rights to be able to maintain and update the software as required.

However, a RFI was released on 07 Jun 23 and Thales was the sole respondent. This RFl sought to determine whether Thales was willing to sell to the Government GPRs for technical data necessary for sustainment of the NAVAIDS FoS TACAN system as well as the vendor's willingness to sell the required software source code with GPRs to complete the mandated upgrade to Windows 11.

At this time, Thales did respond with an indication they would sell the technical data needed for the depot activation to establish organic repair and would be willing to sell to the Government, GPRs to the software.

The ATCALS program office has determined that award to any other source would result in substantial duplication of cost to the Government that is not expected to be recovered through competition and unacceptable delays in fulfilling the Government's requirements.

As the original OEM for the NAVAIDS FoS components and software, Thales is the only source available that possesses the unique engineering and technical knowledge, expertise, and skills required to meet the Government's requirements as outlined in the PWS. Additionally, Thales already has the required technical data, procedures, equipment lists, and software developed and ready for use.

To compete this solicitation, any other source/contractor would have to either acquire the needed technical data and rights and software and rights from the OEM, develop some type of partnership with the OEM, or develop new technical data and procedures. Any/all of these would result in substantial duplication of costs since the OEM has already developed the test & repair procedures, test equipment and software, and expressed an interest to sell the technical data and software, with GP Rs, August 2023 CONTROLLED UNCLASSIFIED INFORMATION Page 8 of 12 to the Government.

The estimated costs required by any other source to compete for this acquisition are based on historical funding information from contract #FA8102-13-D-0001, RFI submitted by the Government, the SM E's personal and professional knowledge, and

• current Independent Government Cost Estimate developed in-conjunction with AFLCMC/ HBAF. The estimated costs were compiled by the ATCALS program office SME, with inflation rate input from the AFLCMC/ HBAF Cost Analyst.

However, it should be noted the costs used are Government costs as it is not possible to ascertain what the OEM would charge another company for the information or actions required to support the Governments needs related to this acquisition.

Estimated costs to be incurred by another source other than the OEM include, but are not limited to -

1. Training of personnel

2. Procurement of technical data/rights from Thales

3. Procurement of software/IP rights from Thales

4. Development of software

5. Development of depot-level maintenance test and repair procedures

6. Development of depot-level maintenance test equipment and software and technical manuals

7. Acquisition of additional required equipment such as Distance Measuring Equipment (DME) which is not supplied by the Government

After reviewing available cost data from prior contract, RFls, other proposals, similar workloads and escalating these costs from then year dollars to current year dollars and factoring in a compounded inflation rate of 35% for the past 11 years - as calculated per the Bureau of Labor Statistics - and including a risk fact~ ATCALS program office has determined that it would be reasonable to estimate a combined cost of no less tharw11111111or a source other than the OEM/Thales to meet the requirements of this acquisition effort.

Further, because the OEM/Thales has already developed the required technical data, software, and test and repair procedures, for any other source to have to do so would be an unacceptable delay in meeting required mandates. It is estimated that it would take 4 to 6 years for any other source to get to the required knowledge level to be able to provide test and repair procedures and software upgrades to the equipment. This estimate does not include the time it would take for any other source to conduct their own engineering analysis or reverse engineering efforts to be able to support the Government.

The OEM/Thales can provide all the required technical data, test and repair procedures, and software upgrades in 2 to 3 years after contract award. This delivery timeline aligns with the Governments required targeted completion dates for organic-depot activation, estimated to be in FY27, and meeting the DoD CIO's Windows 11 mandate in Oct CY25.

Lack of IP rights - Regarding JP rights to the existing equipment, the Government did not procure IP rights to the Thales developed software nor the complete test and repair technical data under contract #FA8102-13-D-0001. It was not planned for Government assumption of organic repair or software management at that time and therefore, current IP rights are not sufficient to allow the Government to move forward.

The previous contract did include a CUN for the option to procure GPRs for all technical data if deemed to be in the best interest of the Government and the Deferred Ordering Clause, DFARS 252.227-7027, neither were deemed to be required at that time and therefore neither were enacted or exercised.

There was no information challenge requests submitted as the technical data, procedures, and software had alrea_dy been developed at the OEM's expense.

Further efforts to procure the needed technical data and procedures were unsuccessful due to funding issues and IP data rights issues.

August2023 CONTROLLED UNCLASSIFIED INFORMATION Page 9 of 12

Although Thales originally declined to sell GPRs to the TACAN operational software, in June 2023, as part of a RFI, Thales indicated they would be willing to sell the GPRs to the software as well as the needed technical data, and test and repair procedures.

Although Thales is now willing to provide GPRs to the software to allow the Government to make needed changes, we do not have the time available to procure, become proficient enough, modify the software and verify it works correctly before the October 2025 DoD CIO mandate to have systems upgraded to Windows 11. •

This acquisition effort aims to resolve those issues by having Thales provide, at a minimum, GPRs to the software for the FCPU for future upgrades/updates as needed and for the test software for the automated tester to allow the Government's Software Integration Laboratory to maintain the test software.

In addition, the ATCALS program office is currently having 8 components of the TACAN reversed engineered due 11111 OEM/Thales stating they will not support the components. This reverse engineering effort is expected to cost and take up to 2 years to complete but does not include test or repair procedures. The estimated costs for test an repair procedures would be an additional~an additional 18 months to be delivered. Total costs for the reverse engineering of these items are approximate! nd will take 2 to 3 years to deliver but will overcome obsolescence issues and support the Government's requirement or organic-depot maintenance.

Once the reverse engineering actions are completed, an updated DSOR will be submitted to determine the appropriate source of repair for each component. Any components deemed to be not organically repaired, will be logistically reassigned to DLA for management.

"Accordingly, Thales Defense & Security. Inc .• is the only firm capable of providing the supplies and services described in Section Ill above without the Government experiencing substantial duplication of cost that could not be expected to be recovered through competition and unacceptable delays in fulfilling its requirements."

V. Description of efforts made to ensure that offers are solicited from as many potential sources as practicable, including whether a notice was or will be publicized as required by subpart 5.2 and, if not, which exception under FAR s.202 applies.

Multiple RFI were published to SAM.Gov.

RFI #1 was released on 01 Jun 22. Thales was the only respondent to the RFI.

RFI #2 was released on 07 Jun 23 and again, Thales was the only respondent.

Synopsis of those requests are identified below in section VII.

Additionally, historical records were checked to see if other potential offerers were identified during the original/initial contracting effort related to the modernization effort of the FoS systems. No additional offerers were identified.

VI. Determination by the Contracting Officer that the anticipated cost to the Government will be (air and reasonable.

The program office prepared an Independent Government Cost Estimate, copy provided, that identifies the estimated costs for fulfillment of this effort. The costs are based on historical and current information related to the OEM and were updated in April 2024.

The Contracting Officer will ensure that the items described herein are negotiated at a fair and reasonable price to the Government. IAW FAR as supplemented, the contractor will be required to submit Certified Cost or Pricing Data and/or Other Than Certified Cost or Pricing Data. A detailed cost analysis and price analysis will be performed. The Contracting Officer will request a technical evaluation from the Defense Contract Management Agency (DCMA) to aid in the evaluation of the contractor's proposal. The Contracting Officer will seek audit assistance from the Defense Contract Audit Agency (DCAA) if necessary.

VII. Description of the market research conducted and the results, or a statement of the reasons market research was not conducted.

In accordance with FAR 10.001(a)(2}, market research was conducted from June 2022 through June 2024 by the Multi-

August2023 CONTROLLED UNCLASSIFIED INFORMATION Page 10 of 12

Functional Team consisting of the Logistics Management Specialist, Engineer, Program Manager, and Procuring Contracting Officer. This research included searches of Internet sites such as - Google secure components, Haystack, Dynamic Small Business Search (DSBS), SAM.gov, and Federal Procurement Data System (FPDS) were queried for potential sources. The market research revealed that there are currently no other sources with the ability to provide the specific technical data and/ or operational software for the NAVAIDS Family of Systems. Other sources provide similar services, but none responded to the RFI, and none have been identified as being able to meet the requirements described in Section Ill. Further these requirements cannot be modified to promote competition due to the information and software being proprietary to Thales.

Multiple RFls were published to System of Award Management (SAM.Gov). Synopsis of those requests are below -

An RFI was published to SAM.GOV on 01 Jun 22 and Thales USA, Inc., was the sole respondent. On 29 Jul 22, the Program Office received a response from Thales regarding additional data requested for several AN/FRN-45C TACAN modules. In their response, Thales reasoned that since they are the OEM for the AN/FRN-45C TACAN, they are the only company capable of providing all the information necessary to ensure that each module is properly and completely tested before being returned to service. Thales also stated only they possess the intimate product knowledge and experience necessary to provide a thorough set of testing documentation. Thales added that the TACAN system is composed of a host of complex modules which require complete and thorough testing to maintain safe and full operation of the TACAN system and expressed concern that the Government, or other third party attempting to design their own test specifications, could misinterpret or misunderstand the test requirements resulting in inaccurate or incomplete results and failing to identify all failures or issues.

This could result in an increased risk ofTACAN modules being repaired and placed back into service without being properly verified to be 100 percent operational.

A second RFI was released on 07 Jun 23 and Thales USA, Inc. was again the sole respondent. This RFI sought to determine whether Thales was willing to sell to the Government GPRs for technical data necessary for sustainment of the NAVAi OS FoS TACAN system. The RFI also sought the vendor's willingness to sell the required software source code with GPR to complete the mandated upgrade to Windows 11. As part of Thales' response, Thales indicated they would be willing to sell GPRs to the Government for the TACAN operational software.

Although multiple RFls were released, Thales was the only vendor/contractor/source to respond. As the OEM for the NAVAIDS FoS systems -and components, they possess the unique engineering and technical knowledge, expertise, and skills required to meet the Government's requirements. No other vendor/contractor possess the unique engineering and technical knowledge, expertise, and skills required, and no other vendor/contractor was considered as a potential vendor.

Additionally, since the technical data/rights and software data/rights are proprietary to Thales, any other contractor would be required to either procure the data/rights from Thales or develop some type of partnership with Thales - either of which would increase costs and schedule negatively effect ing the Government and its responsibilities to complete depot activation and to meet the DoD CIO mandate.

As such there is no reasonable expectation that any other vendor/source is capable or would be capable to compete for this workload at a fair and reasonable cost.

VIII. Any other facts supporting the use of Other Than Full and Open Competition.

Because the Government has limited and restricted data rights to the FOS components and Thales us~s software programs and firmware that are proprietary to them and that cannot be released to other companies, there is no other option available to the Government to meet its requirements related to establishing organic depot capability and meeting the DoD CIO's mandate to upgrade computer operating systems to Windows 11 to address potential cybersecurity issues.

Trying to qualify another source to provide the needed information - technical data, test and repair procedures, test equipment, and updated software - would result in excessive costs and unacceptable schedule delays to the FoS program.

It would put the FoS systems at risk of not being granted its Authority to Operate certification thereby shutting down the FoS systems world-wide and negatively impacting the USAF's mission.

IX. List of any sources that expressed, in writing, an interest in the acquisition.

No other source responded to the RFls nor has expressed any interest in this acquisition.

August2023 CONTROLLED UNCLASSIFIED INFORMATION Page 11 of 12

Ju~tification and Approval (J&A) for Other Than Full and Open Competition

X. A statement of the actions, if any, the agency may take to remove or overcome any barriers to competition before any subsequent acquisitions for the supplies or services required.

There are no actions that can be taken to overcome any barriers to competition due to the required technical data and rights and system software being proprietary to the system's OEM for this acquisition.

As a result of the technical data, test and repair procedures, and software being proprietary to Thales, as well as the unacceptable duplication of cost and unacceptable delay in developing additional sources per Sections IV and X, there are no known additional actions which can be taken t~ remove barriers to competition and therefore, specific actions and milestones cannot be established.

However, if this acquisition is successful and the Government can obtain the required technical data and GPRs, then it is reasonable to assume that the Government may be able to utilize competition efforts for future modifications/upgrades to the FoS systems and/or components.

XI. Certification by the Contracting Officer.

As evidenced by my signature ~bove, I.certify that this justification is accurate and complete to the best of my knowledge and belief.

XII. Certification by the technical/requirements personnel.

As evidenced by my (our) signature(s) above, I (we) certify that any supporting data contained herein, which is my (our) responsibility, is both accurate and complete.

[gl Remove the Guidance pages below.

August 2023 CONTROLLED UNCLASSIFIED INFORMATION Page 12 of 12