Redacted_ESRI_J&A_Redacted.pdf

Limited Sources Justification and Approval (J&A)

C t ct· Act" ·ty Air Force Material Command (AFMC), Air Force Life Cycle Management Center (AFLCMC), Business and on ra mg iv, : Enterprise Systems (BES), Contracting Section (HIBK)

Purchase Request/ Local ID Number: F2MUAA7068AW03 p / P . t ( d PE "f I" bl ) Air Force Installation and Mission Support Center (AFIMSC), Environmental Systems rogram roJec an ' 1 app ,ca e: Research Institute (Esri) Enterprise License Agreement (ELA)

Program Type (PEO or Other Contracting): PEO

Authority: Multiple Award Schedule Program (FAR 8.405-6)

Estimated Contract Cost (including options):

Description of Limitation:

Esri is the only software choice to meet the user's requirement, as GeoBase and AFGIMS reside within the Esri platform. If any other geospatial product is acquired, the Air Force would immediately lose the operational capabilities of the GeoBase system and the CE schoolhouse would immediately shut down their newly-developed training course. A new Air Force system would need to be developed within the non-Esri geospatial software architecture to provide the same capability that currently exists within GeoBase and the CE schoolhouse would immediately abandon their newly-developed advanced Esri ArcGIS training course and begin efforts to acquire a new training course based on the non-Esri geospatial software. There is no other geospatial software that can be acquired because the requirement specifically states a need for the Esri products.

COORDINATION (AFFARS 5306.304(a) )

Date Contracting Officer Signature

Avery L. Brown BROWN.AVERY. Digitally signed by

BROWN.AVERY.L.1230740867

AFLCMC/HIK/(334) 416-5633

L.1230740867 Date: 2017.03.30 10:54:12 avery.brown@us.af.mil -05'00'

Date Project Lead / Program Mgr/ Requiring Activity Signature

Stephen J. Stockton Digitally signed by ST QC KT Q N. STE pH STOCKTON.STEPHENJ.1054004903

AFLCMC/HIBD/(334) 416-6019

ON: c=US, o=U.S. Government, ou=DoD, ou=PKI, EN.J.1054004903 ou=USAF, stephen.stockton.3@us.af.mil cn=STOCKTON.STEPHENJ. 1054004903 Date: 2017.03.30 12:24:14 -05'00'

Date Communications and Info Systems Officer (CSO) Signature

Stephen J. Stockton Digitally signed by ST QC KT Q N. STE pH STOCKTON.STEPHENJ.1054004903

AFLCMC/HIBD/(334) 416-6019

ON: c=US, o=US. Government, ou=DoD, ou=PKI, EN.J.1054004903 ou=USAF, stephen.stockton.3@us.af.mil cn=STOCKTON.STEPHENJ. 1054004903 Date: 2017.03.30 12:24:25-05'00'

Date Local Legal Reviewer Signature

Jeffrey S. Titrud TITR LJ D JEFF REY Digitally signed by

AFLCMC/HJA/(334) 416-2974

' TITRUD.JEFFREY.5.1101616122

.S.1101616122 Date: 2017.03.30 13:09:16 jeffrey.titrud@us.af.mil -05'00'

Date Chief of the Contracting Office (COCO) Signature

Cynthia C. Crews CREWS.CYNTHI Digitally signed by

CREWS.CYNTHIA.C.1184891804

AFLCMC/HIK/(334) 416-3385 A.c.1184891804 ~~~~~~01?.04.1216:23:12 cynthia.crews@us.af.mil

Date Competition Advocate Signature

David D. Hall HALL.DAVID.D.1 Digitally signed by HALLDAVID.D.1230210949

17 Apr 2017 AFLCMC/PK_PZ/(312) 785-3741 ON: c=US, o=US. Government, ou=DoD, ou=PKI, 230210949 ou=USAF, cn=HALL.DAVID.D.123021 0949 david.hall.3@us.af.mil Date: 2017.04.17 09:48:14 -04'00'

APPROVAL <AFFARS 5306.304(a) )

Date PEO Signature

Richard T. Aldridge ALDRIDGE Rl(HA Digitallysignedby

• ALDRIDGE.RICHARD.T.1015064842

25 Apr 2017 AFLCMC/HIB/(334) 416-5341 ON: c=US, o=U.S. Government, ou=DoO, ou=PKI, RD T 1 Q 15064842 ou=USAF, cn=ALDRIDGERIC~A~DT.1015064842 richard.aldridge.1@us.af.mil • • Date: 201 7.04.25 21 :19:14-05 00

I. Contracting Activity.

Air Force Material Command (AFMC) Air Force Life Cycle Management Center (AFLCMC), Business and Enterprise Systems (BES), Business Systems Sustainment (HIB), Contracting Section (HIBK) 201 East Moore Drive Maxwell AFB-Gunter Annex, AL 36114 Contracting Officer: Avery Brown, AFLCMC/HIK, (334) 416-5633

Limited Sources Justification

II. Nature and/or description of the adion being processed.

This is a new order to continue acquiring Environmental Systems Research Institute, Inc. (Esri) products and support via an

Enterprise License Agreement (ELA) using GSA Schedule GS-35F-253CA. Although the current Period of Performance for

GS-35F-253CA expires on 18 Mar 2020, this is an "Evergreen" contract, so it encompasses an initial base period of 5 years, with (3) 5-year option periods. Currently, Esri products and services are being provided via an ELA using GSA Schedule

GS-35F-5086H order number FA8771-12-F-8110. This ELA is in its final Period of Performance (PoP) (1 April 2016 - 31 March

2017) and it provides Air Force Civil Engineer (CE) personnel with software, maintenance and technical support of perpetually owned Esri software products. The new ELA will be expanded to support the Air Force Geospatial Information

Management System (AFGIMS), AF GeoBase, and personnel assigned to the Air Force Installation and Mission Support Center

(AFIMSC). AFIMSC support includes the HQ and Special Staff, AF Civil Engineering Center, AF Financial Services Center, AF

Installation Contracting Agency, AF Security Forces Center, AF Services Activity, AF Financial Management Center of

Expertise, Wing, and Associated Training Organizations. The new ELA will have an anticipated period of performance of 56 months (1 April 2017 through 31 December 2021) and will consist of (1) 8-month base period and (4) 12-month option periods. The total estimate of the ELA is . The ELA is a firm-fixed price effort.

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

The purpose of this ELA is to acquire new Esri software, software maintenance and support on existing licenses, Esri Training

Pass credits, Technical Advisor credits, and Learning & Service credits that will be managed by the AFGIMS PMO and utilized by AFIMSC personnel to perform GeoBase and AFGIMS functions. The estimated ELA value is under a Limited Sources (Sole Source) Justification and Approval (J&A) with an estimated length of 56 months (one 8-month base period and four 12-month option periods) as depicted below:

PERIOD

Base (9 months)

Option 1 (12 months)

Option 2 (12 months)

Option 3 (12 months)

Option 4 (12 months)

PERIOD OF PERFORMANCE

29 April 2017 through 31 December 2017

1 January 2018 through 31 December 2018

1 January 2019 through 31 December 2019

1 January 2020 through 31 December 2020

1 January 2021 through 31 December 2021

Total:

Specific requirements of the geospatial software:

ESTIMATED COST

1) Must be compatible with software identified in all deployment kits and used by all the services for deployment.

2) Must be compatible with software that AF engineering personnel uses to perform design drafting, installation mapping, construction and mapping surveying, and construction management to support AF operations, in both garrison and expeditionary situations.

3) Must be compatible with software used at the Geospatial schoolhouse in Fort Leonard Wood.

4) Must be compatible with Air Force, Army, Navy, and Marine Corp Geospatial systems

SOFTWARE MAINTENANCE: Through the current ELA, the Air Force has acquired more than 8,000 Esri licenses. The Esri software products are classified as Category A, Category B, or Category C. The AFGIMS PMO determines ELA software maintenance quantities based on current license ownership and customer-projected needs for additional software purchases/subscriptions. Category A software quantities are identified in the ELA, but the AF is not limited to the number of licenses identified in the ELA agreement. Esri allows the AF to increase the number of Category A licenses to an unrestricted amount without penalty or increase to ELA costs. At the end of the final ELA PoP, the current license utilization is again captured and that quantity will be used to form the baseline software support numbers for any follow-on ELAs. Newly purchased Esri software includes one year of maintenance and support in the license price. Esri provides a primary and secondary maintenance rate for most of their products and requires primary maintenance to be applied to one of every 9 products owned after the first year of complimentary maintenance. Annual software maintenance must be acquired annually for all software products to ensure availability of the latest versions of each product, as these versions contain the latest capabilities and the latest security enhancements. The Air Force cannot maintain the required certification for Commercial Off-The-Shelf (COTS) software unless current maintenance is maintained on that software. The software maintenance ensures the vendor can respond to identified vulnerabilities and can provide corrective actions or patches to mitigate the vulnerabilities. This ELA continues the required maintenance on the existing AF-owned Esri licenses.

NEW SOFTWARE: Once a baseline was established for existing licenses that required support, the next step was to determine the impact of increasing the scope of the ELA from CE to AFGIMS, Geo Base, and all of AFIMSC. After multiple meetings with Esri and the customer, it was determined the increase for AFIMSC would initially cover the Security Forces personnel falling within AFIMSC. It was determined there were approximately 150 Security Forces Squadrons within AFIMSC.

A site-by-site software stand-up strategy was developed and detailed in the chart below. To evenly distribute annual ELA costs, the total number of new licenses per product was equally distributed between each ELA PoP. A fully-detailed breakdown of the new software and associated costs is provided in the IGCE, but a synopsis of those numbers is provided below:

CATAProdud GSA Part Site Tot ELA Tot Annual Tot ArcGIS for Desktop Standard (CU) GIS0100 1 150 30 ArcGIS for Desktop Basic (CU) GIS0200 2 300 60 ArcGIS 3D Analyst for Desktop (CU) GIS0300 3 450 90 ArcGIS Spatial Analyst for Desktop (CU) GIS0400 3 450 90 ArcGIS Network Analyst for Desktop (CU) GIS1800 3 450 90 ArcGIS for Aviation-Airports (CU) APL031 3 450 90

CAT B Product GSA Part Site Tot ELA Tot Annual Tot ArcGIS Data Interoperability for Desktop (CU) GIS2000 N/A 100 20 ArcGIS Data Interoperability for Desktop (SU) GIS2005 N/A 15 3 Note: CU= Concurrent I SU= Single Use

TRAINING PASS: The Training Pass Credits enable the Customer and the AFGIMS PMO to utilize purchased credits to authorize field users to attend Esri training that is deemed necessary to perform their site functions. The PMO worked extensively with the customer to determine the amount of Training Pass credits required annually to support Geo Base and AFGIMS. Training Pass credits will be acquired annually in the quantity listed below for the identified ELA PoPs.

Training Pass Product Training Days (SIN 132-50) Training Days (SIN 132-50)

GSA No

ARC413

ARC413

ELA Year Base (8-Month) Options 1-4

Quantity

Cost

ENTERPRISE ADVANTAGE PROGRAM: The EAP provides the option to acquire Technical Advisor (TA) credits and Learning

& Service (L&S) credits. The TA credits are purchased and used to leverage Esri expertise in GIS software capabilities and the ability to analyze and assess optimal solutions in the context of GIS enterprise implementation. TA credit usage is managed by the AFG IMS PMO with coordination with Esri and the customer. Learning and Service credits are purchased and used to leverage Esri expertise for consulting service support, training, premium support, or related travel expenses. L&S credit usage is managed by the AFGIMS PMO in coordination with Esri and the customer. The Base period EAP credit requirements are (L&S=300, TA=200). The annual EAP credit requirements for PoPs (1-4) are (L&S=500, TA=200). The Base and Annual EAP credit breakdown is depicted in the chart below:

ELA Period Product Learning & Service Credits Technical Advisor Credits Cost Base EAPlOO 100 100 Base EAP101 X 100 Base {2} EAP102 200 X

Base Total 300 200 Options 1-4 EAPlOO 100 100 Options 1-4 EAP101 X 100 Ogtions 1-4 {4} EAP102 400 X

Annual Option Period Total 500 200

IV. Identification of the justification/rationale for limiting sources and demonstration of the contractor's unique qualifications to provide the required supply/service.

FAR 8.405-6 requires an ordering activity to justify its actions when restricting consideration of schedule contractors to fewer than required in FAR 8.405-1 or 8.405-2. In addition, all orders exceeding $150,000 shall be placed on a competitive basis (by providing a fair notice of the intent to make the purchase) unless a written determination is justified and approved. The specific circumstance that justifies restriction for this acquisition is FAR 8.405-6(a)(1 )(i)(B).

FAR 8.405-6(a)(1)(i)(B), "Only one source is capable of responding due to the unique or specialized nature of the work".

Esri's technology is the only GIS widely deployed in the U.S. National Intelligence and Defense communities as well as thousands of state and local governments. Esri technology is also the core of the Commercial Joint Mapping Toolkit (C/JMTK) which is the DoD standard mapping toolkit for command, control, and intelligence (C21) software.

If there is a break in Esri software maintenance and support, the Geobase system will become inoperative, the Air Force will have a diminished capability to respond to emergency situations and crisis operations, execute Forward Operating Location (FOL) beddown operations, and reduce decision risk-taking by providing an enhanced insight into fundamental command and control information.

ESRl's commercial technology is proprietary to ESRI and subject to their intellectual property control and interests, including copyright, trade secrets and patents, so that software maintenance and support for the substantial Air Force inventory of ESRI software licenses is only available from ESRI. The same proprietary intellectual property interests limit the effectiveness for exchange of data between the commercial ESRI software and other proprietary commercial software systems performing similar functions. Additional licenses for additional users of the current systems supported by ESRI are only available from ESRI.

V. Determination by the ordering activity Contracting Officer that the order represents the best value consistent with FAR 8.404(d).

This order is for supplies not requiring a statement of work (FAR 8.405-1). The Contracting Officer anticipates that proposed/ negotiated costs to the Government will be fair and reasonable. This effort will be a sole source contract directly to Environmental Systems Research Institute, Inc. With the support of the AFGIMS Program Management Office (AFLCMC/ HIBD), the proposal will be evaluated before award, and the total package will be negotiated by the Air Force Contracting Officer to ensure a fair and reasonable overall best value determination. The Contracting Officer will also confirm the prices to be fair and reasonable by comparing the proposed prices with historic prices paid by the AF CE community, Esri GSA Federal Supply Schedule, in addition to prices previously paid on other similar contracts. The Contracting Officer will seek further price reductions off the GSA schedule for the proposed ELA where circumstances warrant.

VI. Description of the market research conducted and the results, or explain why market research was not conducted.

ESRI is the only source for its products. ESRl's commercial technology is proprietary to ESRI and subject to their intellectual property control and interests, including copyright, trade secrets and patents, so that software maintenance and support for the substantial Air Force inventory of ESRI software licenses is only available from

ESRI. The same proprietary intellectual property interests limit the effectiveness for exchange of data between the commercial ESRI software and other proprietary commercial software systems performing similar functions.

Additional licenses for additional users of the current systems supported by ESRI are only available from ESRI.

The AFGIMS PMO conducted market research from 1 June 2016 through 15 December 2016. Market research was conducted using Open Source/Internet Research of GIS vendors, review of GSA contracts, review of DoD ESI agreements, and contact with other DoD programs utilizing geospatial commercial products. Market research began in March 2016 and continued until December 2016. Market Research included an examination of the following GSA Federal Supply Schedule holders offering comparable geospatial software product licenses, upgrades, and maintenance:

1) Esri GSA Federal Supply Schedule, GS-35F-5086H. The period of performance is 11 March 2008 through 10 March 2018.

Esri products are also available through the Esri GSA Federal Supply Schedule, GS-35F-253CA. This period of performance is 19 March 2015 through 18 March 2020. This is an "Evergreen" contract, so it has (1) 5-year base period and (3) 5-year Evergreen option periods.

2) Autodesk GSA Federal Supply Schedule contract with DLT Solutions Inc., GS-35F-4543G. This period of performance is 1 April 1997 through 31 March 2017. Autodesk products are also available through the Autodesk ESI Blanket Purchase Agreement (BPA) with DLT Solutions, Inc. The period of performance for this agreement is 21 November 2011 through 23 May 2017. Autodesk products can also be obtained through the Insight Public Sector, Inc GSA Federal Supply schedule GS-35F-0009U with a period of performance from 1 October 2007 through 30 September 2017.

3) Bentley product licenses, upgrades, and maintenance are currently available on GSA Federal Supply Schedule contract GS-35F-0453L with a period of performance from 11 June 2006 through 5 June 2017.

4) Maplnfo Corporation are available from GSA Federal Supply schedule contract GS-35F-0265X with a period of performance from 3 March 2011 through 27 May 2017.

5) ERDAS products are available from GSA Federal Supply schedule contract GS-35F-0383K with a period of performance from 4 May 2000 through 3 May 2020.

6) Intergraph Corporation products are available on GSA Federal Supply schedule GS-35F-0011 K with a period of performance from 1 August 2010 through 31 May 2017.

A review of the software products provided by the identified vendors showed each offered viable products that met only some of the AFIMSC, AFGIMS, and GeoBase requirements, only Esri products provide the complex analytical and statistical analysis capabilities that are critical to the war fighter. The Esri software integrates with many other software products deployed at Air Force and Joint locations. The software is certified to run on the Air Force network and is easily incorporated into Air Force work management systems such as NexGen IT.

VII. Other facts supporting the justification.

By executing a follow-on ELA, we retain the software maintenance support required to continue to utilize more than 8,000 previously-purchased software licenses. This offers a substantial savings over purchasing new software or acquiring annual subscription licenses. The current ELA entitles the AF CE community to more than 40 Esri products. If current maintenance is not continued, the ability to obtain software maintenance on the currently-owned licenses will no longer be available and the only options will be to purchase new licenses or purchase annual subscription licensing. The example below was extracted from the proposed ELA's Independent Government Cost Estimate (IGCE). The example depicts the current AF CE license ownership of one of the products on the ELA and compares the cost to continue required primary and secondary maintenance on that product's licenses to the cost to purchase the same quantity of software. The base year savings on this product alone is more than which represents a savings over the purchase option.

Example: ArcGIS for Desktop Standard (Concurrent Use)

Description GSA Part No Price (ea) Quantity Cost

New Puchase GIS0100 997

Primary Maintenance GIS01 OOMP-A 100

Secondary Maintenance GIS01 OOMS-A 897

Cost to purchase 99 7 new licenses:

Cost to provide required annual primary and secondary maintenance on 997 licenses:

Base year savings:

The current contract is a known quantity with established mechanisms for product delivery, technical support, training and support services. Executing a follow-on ELA allows the AFGIMS PMO to continue to utilize the established mechanisms with no disruption in service.

Since Esri's GSA schedule is being used for this acquisition, a "Proper Use of Non-DoD Contracts" determination has been executed (Section 854 of the National Defense Authorization Act for FY2005 (P.L. 108-375)). This will be an inter-agency direct acquisition by an Air Force contracting activity (AFLCMC/HIBK) on behalf of an Air Force requiring activity AFLCMC/

HIBD.

VIII. Actions the agency may take to remove or overcome any barriers that led to the restricted consideration before any subsequent acquisition for the supplies or services.

This agreement will be executed following guidance of all applicable statutes and regulations including FAR Subpart 8.4, Defense FAR Supplement Subpart 208.4, Air Force FAR Supplement Subpart 5308, and GSA ordering procedures.

As the state of the marketplace and technology changes and through partnering with industry, the Air Force will continue to search for the next best solution to handle its geospatial requirements in ways that will limit dependence on Esri. The Air Force is constantly looking for new and improved ways to process and share information across the enterprise in a secure manner. IT technology, product development and improvements are continually being researched and reviewed.

Determinations of product(s) which best meet customer requirements and "best buy'' policy is a systematic and formal process. As soon as future technology improvements present a viable, cost-effective alternative solution, the Air Force will work towards a competitive solution.

IX. Certification by the Contracting Officer.

As evidenced by my signature above, I have determined this document to be both accurate and complete to the best of my knowledge and belief.

X. 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.