Redacted Tab 1. E-4B N2CS JA 07 Jul 25_Redacted.pdf

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

CUI

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This Class J&A covers all contract actions including options and task orders for all CLINs. The ID/IQ will have a minimum order amount, which will be met with the first order issued in conjunction with the basic contract award. The ID/IQ ceiling amount will be $984M.

A ten (10) year ordering period broken up into options that are based on three-year increments until the last year is in the Government's best interest to provide uninterrupted service. Because the Basic ID/IQ , it will flow logically for future contract administration.

Included within the contract are the following types of fund appropriations:

Sustainment (3400): This includes Field Service Representatives, Program Management, Recurring/Non-recurring Engineering, Recurring/Non-recurring Software Engineering, Materials/Spares, Mission Support Facility (MSF) Ops & Maintenance, SIL Sustainment and Technology Refresh, Low-Cost Modifications, Other Sustainment, Transportation, Travel, and Data.

Research and Development (3600): This includes Non-recurring Engineering, Non-recurring Software Engineering, Modifications, SIL Expansion and Modernization, Prototype Kit Development, Travel, and Data

Modifications (3010): This includes Non-recurring Engineering, Non-recurring Software Engineering, Materials, Modifications, Travel, Data and Transportation

Requirements identified within the basic Performance Work Statement (PWS) include Support Tasks for liaison engineering to address specific tasks requirements, cybersecurity initiatives, scheduling, and other related quality assurance system modernization, planning, and program management to assist in resolving issues including, but not limited to: engineering data/vendors, logistics, certifications, test support, maintenance, troubleshooting emergency maintenance off-site and on aircraft, planning, communication suite modifications tech refreshes and upgrades, system integration lab expansion, modernization, and sustainment, studies to upgrade current systems and address obsolescence issues, and for material and other direct costs necessary for the overall sustainment of the mission communication suite.

This ID/IQ CLIN structure will include separately priced CLINS for intellectual property (IP) rights. All applicable data rights clauses will be contained within the base ID/IQ contract and each task order will identify the appropriate IP rights the contractor will grant and deliver under the task order. As outlined in the Contract Data Requirements List (CDRL) Attachment 01, the listed CDRL Deliverables will be delivered in accordance with either (A) the rights and terms set forth in the specially negotiated license (SNL); (B) restricted rights if the technical data addresses the MCCI card or its baseline software; or (C) with unlimited rights if not governed by (A) or (B). The SNL will define the technical data and software governed by (C) will be developed and delivered in accordance with DFARS 252.227-7013(c)(1) Unlimited Rights and DFARS 252.227-7014(c)(1) Unlimited Rights consistent with narrative provided above. J&A - Attachment 01, CDRL Deliverables provides a complete list of CDRL Deliverables and their associated data rights.

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

As previously discussed, SMS is the only company capable of performing the E-4B N2CS effort in accordance with 10 U.S.C. § 3204 (a)(1), as implemented at FAR 6.302-1(a)(2), Only one responsible source and no other supplies or services will satisfy agency requirements. Only SMS has the required specialized knowledge to include technical engineering drawings, data, and software code for the MCCI Card necessary to ensure Title 10 Command and Connectivity. In order to obtain full and open competition for this effort, the Government must have the ability to provide the MCCI card and associated software. As CSI is unwilling to provide the data rights required for the Government to have this ability, the Government would have to reverse engineer the MCCI card and software and then develop its own version. This is estimated to require at least three years. Due to the vital relationship of this program to national security, this three-year delay is unacceptable.

SMS is a JV composed of CSI, Enclave, and EAS to support E-4B communication requirements. The parties entered into a JV agreement in 2016 to perform the N2CS contract (FA8106-17-D-0006) and the JV agreement was renewed on 3 Mar 2023. The JV agreement prohibits the members of the JV from partnering with any other company to perform sustainment or modernization on the E-4B. SMS is the only source that can produce the specialized equipment and perform the highly specialized services required by the E-4B N2CS effort. The SMS JV currently provides design, development, and integration of all E-4B mission communication system network architecture, which also extends to the ground infrastructure and support facilities as needed to ensure communication capabilities are meeting the mission. The mission communication systems are linked together via the MPS. The MPS contains a MCCI Card that translates incoming and outgoing messages to ensure constant connectivity and redundancy, both of which are required due to the highly sensitive nature of the E-4B NAOC mission. CSI, the developer of the MCCI card declined to deliver or license the software source code to the executable code that resides on that card, thus limiting the Government's ability to disseminate the data to potential competitors for system integration, production, or modification. The Government affirmatively contacted CSI in June of 2024 asking about acquiring data rights.

The DAF procured the next generation aircraft, E-4C, as the E-4B replacement and uses a Modular Open System Approach (MOSA) to avoid further competition restrictions. In contrast, the E-4B's MPS was not developed in accordance with MOSA principles which means that subsystem needs the MCCI card to transmit data between the multiple Mission Communications Systems until the E-4B retires sometime in the 2030s. The decision to use the MCCI card and bypass MOSA principles was made due to time constraints limiting the Government's ability to develop its own message processing communication system. The Government chose to procure a commercially available message processing system (MCCI Card) available at the time to meet the immediate needs of the mission. The Government was aware of the technical data and software restrictions limiting its further use at the time the decision was made to install the MCCI Card and its software on the aircraft. The Government accepted this in 2008 when the message processing system upgrade began.

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IP Restrictions:

Between 1994 and 1999 the prime contractor for E-4B aircraft (Boeing), its first-tier subcontractor (Collins), and its second-tier subcontractor (ART), installed the MPS on E-4B aircraft. MPS was the Government approved solution that did not require Government development. ART procured the MCCI card from CSI and installed it on the aircraft. Boeing remained the prime contractor of the N2CS (previously named Product Support Integrator) contract until 2017; during which time the contract provided that the Government only had limited rights to technical data and restricted rights to MCCI Card and its software. The Government decided to remove the mission communication system requirements from the Boeing contract to further small business opportunities to contract directly with the Government.

On 25 June 2017, the USAF awarded SMS the first N2CS contract for the sustainment and modernization of specified E-4B N2CS subsystems. That contract incorporated by reference DFARS 252.227-7014 (FEB 2014), DFARS 252.227-7019 (SEP 2016), and DFARS 252.227-7027 (APR 1988), and DFARS 252.227-7037 (SEP 2016). The contract's PWS required SMS to sustain the N2CS software by updating and deploying software releases as required in coordination with the program office. It also stated that SMS must prepare a “delivery Technical Data Package for aircraft software deliveries, including the software and source code.” But the only CDRL tied to that requirement was one that required delivery of a Technical Data Package --not a CDRL that required delivery of source or executable code.

As the mission communication systems were modernized to meet the stringent demands of the E-4B mission, the systems required software code updates to ensure the communication systems transmit data to the message processing system through the MCCI card that only CSI can provide. CSI developed the software residing on the MCCI card exclusively at private expense. CSI has stated that it has no intention of selling or licensing the IP rights to the original source code. Software residing within the mission communication systems require continual updates to stay current with certification requirements and cybersecurity enhancements to address known threats due to the changing operational environment.

Because of the nature of the MCCI card and the software that resides on it, another contractor would have to develop its own version of the MCCI card with executable source code that originally developed circa 1999-2000. Since the MCCI card and the software code was developed at private expense, the USAF did not require CSI to deliver the underlying source code and associated computer software documentation.

The N2CS Program Management Office (PMO) has determined that award to any other sources would result in unacceptable delay in fulfilling the Air Force's requirement. On 15 Jun 23, the Contracting Officer reached out to the 76th Software Engineering Group (SWEG) about developing a timeline for reverse engineering the software that runs the message processing system on the airframe. On 22 Jun 23, after reviewing all of the data provided by the program office, the lead software engineer determined that re-engineering the message processing system would take a minimum of 34 months, based on having to perform the reverse engineering, develop a new system, and then integrate all the dependent systems.

Additionally, the 76th SWEG would require access to the Mission Support Facilities (MSF) for the entire timeline to support the tasks mentioned above, as well as access to an E-4B aircraft. To complete the reverse engineering on the MCCI card, the team will have to have full access to every communication system that communicates through this card. This only exists on aircraft. TAIL 5 does not yet contain a fully operating MPS due to resource constraints for time and funding. Therefore, the only time full access to the MCCI card is when the plane is out of service. Requiring access to the aircraft over the course of