Redacted_Ultra_JA_22_Aug_19.pdf

UNITED STATES MARINE CORPS

Marine Corps Systems Command

2200 LESTER STREET

QUANTICO, VA 22134-6050

CT Code: 028-PEO LS

J&A Number: 18,445.0

JUSTIFICATION AND APPROVAL (J&A)

FOR USE OF OTHER THAN FULL AND OPEN COMPETITION

1. Contracting Activity

Marine Corps Systems Command (MARCORSYSCOM)

Program Executive Officer Land Systems (PEO LS)

Contracts Group CT028

2200 Lester Street

Quantico, VA 22134-6050

2. Description of the Action Being Approved

The action being approved is the use of other than full and open competition to award an Indefinite Delivery, Indefinite Quantity

(IDIQ) type contract on a sole-source basis to Ultra

Electronics, Advanced Tactical Systems Inc., (Ultra Electronics)

4101 Smith School Road, Building IV, Suite 100, Austin, Texas

78744 for the procurement of software licenses for the virtual

Air Defense System Integrator (vADSI) software application, the

Air Defense System Integrator (ADSI) Gateway, and software maintenance, upgrade and modification services in support of the

Common Aviation Command and Control (CAC2S) Increment 1 system and the Communications Data Link System (CDLS). The proposed contract will be for five one year ordering periods.

3. Description of ·supplies/Services

The proposed contract action provides the lifecycle support activities needed to upgrade and sustain the vADSI application within the CAC2S software baseline and requirements. It also includes sustainment of the ADSI Gateway which is the core component of the CDLS software. These activities include engineering services and associated software updates and software documentation deliverables. Additionally, the contract action provides for the procµrement of licenses, software maintenance, and modifications to the core vADSI software to support CAC2S integration onto shipboard platforms and within the Marine Corps' Counter Unmanned Aerial Systems (C-UAS) program.

CT Code: 028-PEO LS

J&A Number 18,445.0

The proposed action is for an IDIQ type contract covering five one-year ordering periods with Firm Fixed Price (FFP) and Cost

Plus Fixed Fee (CPFF) Contract Line Item Numbers (CLINS).

The estimate dollar value, if fully executed, for this procurement is The period of performance for the proposed effort is a 60 month ordering period. The program office estimate of costs for each year, by appropriation, is summarized in the table below:

(Estimated Dollar Value in $M)

APPROPRIATION FY19 FY20 FY21 FY22 FY23 TOTAL

RDT&E

PMC

O&M,MC

Total

(Estimated Dollar Value in $M)

APPROPRIATION FY19 FY20 FY21 FY22 FY23 TOTAL

RDT&E,N

OP, N

O&MN

Total

(Estimated Dollar Value in $M)

APPROPRIATION FY19 FY20 FY21 FY22 FY23 TOTAL

RDT&E

PMC

O&M,MC

Total

Summary of Funding

(Estimated Dollar Value in $M)

APPROPRIATION FY19 FY20 FY21 FY22 FY23 TOTAL

RDT&E

PMC

O&M,MC

Total

4.

J&A Number 18,445.0

Statutory Authority Permitting Other Than Full and Open

Competition

The Statutory Authority permitting use of other than full and open competition is 10 U.S.C. § 2304(c) (1) as implemented by the

Federal Acquisition Regulation (FAR) 6.302-1, "Only One

Responsible Source and No Other Supplies or Services Will

Satisfy Agency Requirements."

5. Rationale Justifying Use of Cited Statutory Authority

In 2012, General Dynamics, with Ultra Electronics performing as a major subcontractor, was awarded a competitive contract

(M67854-12-C-0211) for the CAC2S Phase 2 Engineering, Manufacturing and Development phase. As part of the competition, Ultra Electronics' vADSI and ADSI's commercial computer software applications were selected for CAC2S use.

Most recently, in August 2017, the CAC2S program competitively awarded General Dynamics a full rate production contract for the

CAC2S Phase 2 systems which included Ultra Electronics' vADSI product at the core of the CAC2S software baseline.

The vADSI and ADSI are commercial computer software applications. The vADSI application provides the primary tactical/mission functionality required to enable CAC2S to be interoperable in a Joint tactical data link (TDL) environment.

Over the course of development of CAC2S, the vADSI application has been integrated/interfaced with other tactical information systems and networks to enable CAC2S to fully meet the CAC2S

Increment 1 Capability Production Document requirements.

Specifically, the vADSI performs the predominant functions required to meet the CAC2S Net Ready Key Performance Parameter.

The ADSI Gateway is a joint baseline capability and has no unique Marine Corps code.

In accordance with the CAC2S Acquisition Strategy (signed by Mr.

Sean J. Stackley, Assistant Secretary of the Navy, Research, Development and Acquisition, on 9 August 2016), the CAC2S program did not acquire Government purpose rights for commercial hardware or the co�e components of the vADSI and ADSI commercial software applications. Although vADSI has been modified to meet the Marine Corps' CAC2S requirements, the core components of the vADSI were developed and are sustained by the Original Equipment

Manufacturer (OEM) at private expense. Ultra Electronics retains exclusive rights needed to modify the vADSI core source code and remains the only source available to provide full software lifecycle support. Thus, the Government has only limited rights in key technical data relating to the software developed or modified to meet the CAC2S requirements. As a result, Ultra Electronics remains the OEM of the ADSI and vADSI commercial off-the-shelf software applications and retains exclusive rights to the vADSI core source code.

Due to the extent of development, integration and testing of the vADSI application within the CAC2S software baseline, replacement or use of other applications to meet the CAC2S Increment I requirements is not practicable. Award to another contractor or use of an alternative software product would result in duplication of costs that would not be recovered through competition. Additionally, transition to another contractor/product would result in unacceptable delays to meeting the CAC2S software sustainment requirements. The estimated time required to conduct a competition for replacement of the vADSI software, select a source, make engineering changes, modify, test, certify, and field the alternative software, and train personnel on a different application is estimated to be 3 years and would require additional funding.

The use of an alternative software product is estimated to cost

, an increase of over , which includes procurement of new licenses, engineering, logistics updates, developmental tests, operational test, and Joint certification.

The of duplicated costs could not be recovered through competition. In addition, during the competition period MCSC would also be required to sustain the current ADSI baseline which will sunset and be replaced by CAC2S by FY20.

Continued use of the vADSI application within CAC2S will require continued support by the OEM provider, Ultra Electronics, throughout the program's lifecycle. Recurring application updates are required to reduce cybersecurity vulnerabilities and maintain the CAC2S authority to operate. Additionally, the vADSI application must maintain interoperability with associated information systems as these systems continue to upgrade and refresh over time. Furthermore, CAC2S must continue to maintain operational relevance, which will necessitate integration of new interfaces, features, and capabilities within the vADSI application. Due to these activities, the CAC2S program will require contractual arrangements with Ultra Electronics to provide the products and services needed to support and sustain the operational relevance of CAC2S across its lifecycle.

Demand for the CAC2S capabilities is anticipated to increase in the future. The United States has determined that integration of CAC2S applications aboard amphibious ships provides significant operational improvements.

Maintaining a common software baseline between the services avoids duplication of costs associated with software baseline management and cybersecurity activities.

Additionally, Navy use of the AC2SN Ultra

Electronics contract provides a means for the services to ensure efforts are coordinated and also ensure configuration management for critical interoperability across Services and programs.

Furthermore, AC2SN anticipates the Marine Corps' Ground Based Air Defense (GBAD) program will require CAC2S applications to support future Counter-Unmanned Aircraft System (C-UAS) systems integration, development and production.

Based on the aforementioned reasons the use of the AC2SN Ultra Electronics contract to support this effort is in the best interest of the Government to avoid the substantial duplication of costs that would be incurred if another source or software baseline were selected as a result of a competitive process of awarding a new contract.

6. Description of Efforts Made to Solicit Offers from as Many Offerors as Practicable

In accordance with FAR 5.201, on May 5, 2017, the government released a sources sought M67854-17-R-0218 to industry, in accordance with Federal Acquisition Regulation (FAR) Part 10, to determine industry's capability to provide Life-cycle sustainment support efforts including Program and Configuration Management (CM); Post Deployment Software Support (POSS) which includes Information Assurance & Vulnerability Assessment (IAVA) of fielded software; documentation maintenance, engineering studies and engineering change proposals. In addition to Ultra Electronics, two companies, Greco Matthews LLC and Silicon Alley Group, responded to the sources sought by providing capability statements. The program group conducted an analysis of the capability statements and determined that the submission from Greco Matthews was a business development response, and that without the core vADSI owned by Ultra, Silicon Alley Group was not capable of providing the required services.

For the reasons discussed herein and in paragraph 5 above, no additional market research was conducted because it is not practicable for any company other than Ultra Electronics to provide the required supplies and services.

The Government's analysis referenced herein was captured in the market research assessment signed by the Program Manager on 28 March 2018.

7. Determination of Fair and Reasonable Cost

In accordance with Federal Acquisition Regulations (FAR) 15.402, the Contracting Officer will ensure that the supplies procured as a result of this J&A are at fair and reasonable prices. The Contractor will be required to submit a formal proposal with certified cost and pricing data and sufficient information to support the accuracy and reliability of their estimate. An analysis of the proposal will be performed by the technical analysts from the AC2SN Product Management Office and contract specialists, with the assistance of Defense Contract Management Agency (DCMA) and Defense Contract Audit Agency (DCAA) auditors as needed. The Contracting Officer will analyze the various cost elements that are presented in the proposal, as well as review the actual costs from previous procurements, if applicable. The Contracting Officer will use Government expertise, including DCMA, DCAA, and other Government resources, to evaluate the proposal's material, labor, subcontractor and other direct cost positions. Furthermore, the Government will also use the Program Management Office's independent cost estimate as part of the evaluation of their proposal to validate the fair and reasonable price. As discussed in this paragraph, the Contracting Officer will use cost and price analysis as the basis for negotiating a fair and reasonable price for the supplies/support covered by this J&A.

8. Actions to Remove Barriers to Future Competition

For reasons set forth in paragraph five, Program Executive Officer Land Systems (PEO LS) has no plans to compete the ADSI and vADSI requirement. If another potential source emerges, PEO

LS will assess whether competition for future requirements is feasible. Any future actions will be reviewed by PEO LS to offer competition to the greatest extent possible.

J&A Approved 4 Sept 2018