J&A Number:104-0035 Code: 104 P.R. Number: TBD

JUSTIFICATION AND APPROVAL

FOR USE OF OTHER THAN FULL AND OPEN COMPETITION

JUSTIFICATION

1. Contracting Activity

The Naval Sea Systems Command (NAVSEA), Naval Surface Warfare Center, Carderock Division (NSWCCD), Contracting & Acquisitions Department (Code 02).

2. Description of the Action Being Approved

This action requests approval for the Naval Surface Warfare Center, Carderock Division (NSWCCD) to establish a three-year Enterprise License Agreement (ELA) requirement with MathWorks on a sole-source basis. This will consist of a base year and two option years.

The total estimated value for the entire three-year ELA is $5,215,952.07. To align with fiscal execution requirements, funding will be committed and applied annually to each respective option year.

This acquisition will be executed either as a firm-fixed-price task/delivery order issued against a planned Naval Air Systems Command (NAVAIR) Basic Ordering Agreement (BOA), or as a new, stand-alone firm-fixed-price contract, depending on procurement timelines and vehicle availability at the time of award.

3. Description of Supplies/Services

The proposed acquisition is for an annually renewed, 3-year Enterprise License Agreement for the MathWorks Enterprise Desktop Programs software suite with a period of performance spanning FY26 through FY28. The Government’s minimum needs have been verified by the certifying technical and requirements personnel.

DEPARTMENT OF THE NAVY

NAVAL SURFACE WARFARE CENTER

CARDEROCK DIVISION

9500 MACARTHUR BOULEVARD

WEST BETHESDA MD 20817-5700

J&A Number:

The Naval Surface Warfare Center, Carderock Division (NSWCCD) is the Navy's premier research, engineering, and fleet support organization for ship design and integration.

A core mission requirement is the development and sustainment of complex computational models across multiple technical departments, specifically Platform Integrity (Code 60), Signatures (Code 70), and Naval Architecture & Engineering (Code 80). NAVSEA WFC Divisions use the MathWorks programs, in conjunction with higher level echelons and program offices, for interoperability and consistent data sharing.

For decades, these departments have exclusively utilized the MathWorks suite of software, including MATLAB and Simulink, to develop a vast repository of proprietary, mission-critical analytical tools. These tools are heavily integrated into the daily technical work of the Division.

For example, Code 60 relies on these algorithms for structural survivability and materials testing; Code 70 utilizes them for advanced acoustic and electromagnetic stealth modeling to ensure the fleet remains undetected; and Code 80 depends on them for highly complex surface ship hydromechanics and submarine maneuvering simulations.

Because these models, algorithms, and simulation architectures are built utilizing Simulink (.slx) and highly specialized, proprietary MathWorks toolboxes, no other commercially available software can natively execute, modify, or maintain these essential assets. Furthermore, MathWorks, Inc. is the sole publisher and distributor of this software and has confirmed they do not authorize third-party resellers for Enterprise-Level Agreements of this magnitude. Therefore, MathWorks is the one responsible source that can provide the software needed to keep the agency operating, and no other supplies or services will satisfy agency requirements, at this time.

Furthermore, attempting to migrate decades of complex, validated legacy systems to an alternative platform would require rebuilding the models from scratch and introduce substantial programmatic risk. This migration would result in a substantial duplication of cost—estimated to be in the tens of millions of dollars to re-develop, re-validate, and re-accredit these critical assets—that is not expected to be recovered through competition. Additionally, a transition of this scale would take years to complete, causing unacceptable, mission-disrupting delays to the delivery of critical engineering data supporting active Navy shipbuilding and sustainment programs.

Therefore, MathWorks, Inc. is the only responsible source capable of providing the required software licenses and updates necessary to ensure continuity of operations and protect the Government’s significant past investment in its analytical capabilities.

Establishing a 3-year purchase order will ensure seamless continuity of operations for its critical engineering and research missions. Utilizing this established vehicle protects the significant government investment in existing MathWorks models and algorithms, avoiding the prohibitive switching costs and mission delays that would occur if attempting to transition to an alternative platform.

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

Market research was conducted to determine if other products are available or are an acceptable alternative. While some static output data exported from MathWorks may be readable by alternative solutions, the proprietary source code, algorithms, and simulation architectures (.m and .slx files) cannot be executed, modified, or maintained by any other software. There is no single product that can provide all the tools currently in use through MathWorks. Furthermore, NAVSEA WFC Divisions use the MathWorks programs for interoperability and consistent data sharing. Market research also included coordination with NAVAIR regarding the potential utilization of an upcoming MathWorks Basic Ordering Agreement (BOA) to streamline procurement and align with enterprise-wide software acquisition strategies.

In accordance with FAR Part 5, a Notice of Intent to Sole Source will be publicized on the Governmentwide Point of Entry (GPE), SAM.gov, for this requirement (whether executed as a task order under a newly established Basic Ordering Agreement or as a stand-alone, open-market contract action).

Any capability statements, proposals, or quotes received prior to the closing date of the synopsis will be evaluated by the Government to determine if the vendor can meet the highly specialized technical requirements detailed in Paragraph 5.

7. Determination of Fair and Reasonable Costs

The Contracting Officer has determined that the anticipated cost to the Government for the supplies/services covered by this J&A will be fair and reasonable. The procuring Contracting Officer (PCO) will determine whether the order represents the best value using the techniques found at FAR 15.404-1, to establish a fair and reasonable price. The Government will obtain a formal proposal from MathWorks and will compare the proposed price to the Independent Government Cost Estimate (IGCE), which was based on a budgetary Rough Order of Magnitude (ROM) from the vendor and is supported by historical pricing for similar acquisitions. The pricing is considered reasonable as it is based on established commercial market rates for a Commercial-Off-The-Shelf (COTS) item from the sole-source provider.

8. Actions to Remove Barriers to Competition

This requirement is a follow-on to a previously approved J&A. In the prior justification, NSWCCD stated its intent to continuously monitor the commercial marketplace to identify potential alternative software solutions. The removal of the barrier to competition was not accomplished during the previous contract period because, as identified in Paragraph 5, NSWCCD remains critically dependent on the proprietary data, specialized toolboxes, and file formats owned exclusively by MathWorks, Inc. Ongoing market research did not identify any viable COTS or open-source software capable of natively supporting these legacy architectures, and the cost, schedule delays, and technical risk associated with migrating to a new platform remain prohibitive.

To escalate efforts to remove competition barriers, address increasing software costs, and proactively evaluate potential alternatives moving forward, NSWCCD is actively collaborating with NAVAIR and a cross-warfare Community of Interest (COI) to review specific software elements and technical requirements. Through this COI, NSWCCD is evaluating whether emerging alternative tools can meet the highly specialized needs of the Division's legacy models and