A12-redacted_SOLE_SOURCE_J A_RGT.pdf

For Official Use Only

Sole Source Justification and Approval

1. Contracting Activity: The contracting activity is the U.S. Army Corps of Engineers (USAGE) Army Geospatial Center (AGC) Contracts Office located at 7701 Telegraph Road, Alexandria, Virginia.

2. Description of Action: This Sole Source Justification and Approval (J&A) is for the award of a sole-source, Firm-Fixed Price (FFP) contract to MacDonald, Dettwiler and Associated (MDA), in Longmont, Colorado for continued development work on the Remote Ground Terminal (RGT) system and software that was initiated by the Broad Agency Announcement (BAA), to prepare RGT for transition to the Program of Record (PoR) Distributed Common Ground System-Army (DCGS-A). The period of performance for the proposed contract will be from 24 September 2016 through 23 September 2019 for one base year and two one-year option periods. The contract will be funded by a mix of Research, Development, Test & Evaluation (RDT&E) and Operations and Maintenance (O&M) funding depending on the work needed.

on the work needed.

3. Description of Supplies/Services: AGC requires MDA's expertise as a developer of the proprietary software within the RGT system which provides direct downlink of commercial imagery, which will be transitioned to DCGS-A according to a Transition Technology Agreement (TTA) in 2017. RGT provides the capability for the direct downlink of commercial imagery. This procurement requires the Contractor to provide technical services for the continued development of the RGT system. MDA is the sole designer, developer, and manufacturer of the RGT System and the prime integrator of the highly specialized equipment that constitutes the RGT system, which is based on proprietary software that is exclusively owned by MDA (see Table 1 in Section 5).

The following tasks are related to the RGT system development:

• Technical services and software development for the enhancement of the RGT

System

• Technical support and software development in the Risk Management

Framework (RMF) Certification and Accreditation (C&A) processes and the Security Controls Assessor (SCA) assessment process

• Complete and provide technical documentation for the RMF C&A process and transition to DCGS-A

• Provide and complete factory acceptance testing

• Provide support of operational testing

• Provide training and logistic documentation

The software required for this contract includes the proprietary software integrated into the RGT system. The work to be performed under the sole source contract is to finalize the development of the RGT system and prepare it for transition to the DCGS-A PoR.

This includes the final development and documentation of the system to prepare it for Risk Management Framework (RMF) Certification and Accreditation (C&A) as well as to meet all requirements outlined in the Transition Technology Agreement for the technology transition to DCGS-A. This effort will be the final Spiral effort to previous RGT Spiral efforts and will produce a final operational system ready for transition.

4. Authority Cited: The statutory authority permitting other than full and open competition is 10 U.S.C. 2304(d)(1)(B) as implemented by Federal Acquisition Regulation (FAR) 6.302-1(a)(2)(iii)(A) and (8), Only One Responsible Source and No Other Supplies or Services Will Satisfy Agency Requirements. (2) When the supplies or services required by the agency are available from only one responsible source, or, for DoD, NASA, and the Coast Guard, from only one or a limited number of responsible sources, and no other type of supplies or services will satisfy agency requirements, full and open competition need not be provided for. (iii) For DoD, NASA, and the Coast Guard, services may be deemed to be available only from the original source in the case of follow-on contracts for the continued provision of highly specialized services when it is likely that award to any other source would result in--(A) Substantial duplication of cost to the Government that is not expected to be recovered through competition, or (B) Unacceptable delays in fulfilling the agency's requirements. (See 10 U.S.C. 2304(d)(1 )(8).)

5. Reasons for Authority Cited: The proposed procurement meets the criteria to be excluded from full and open competition under the authority cited above for the following reasons. The Remote Ground Terminal was started based on a Broad Agency Announcement in 2009 to assess the feasibility of a common data processor for multiple satellite processing providers. MDA is the primary developer for the commercial imagery downlink stations including Digital Globe, GeoEye, and RADARSAT, which provide imagery data required for Army operations. Thus, MDA was awarded the original BAA as the base for the feasibility assessment and continued development of RGT Government purpose rights software (see Table 2).

The first demonstration RGT system was generated by MDA through a subsequent spiral effort, also contracted through a BAA. Subsequent spiral efforts were completed through working with a small business (OGSystems) who subcontracted to MDA. In the OGSystems contracts, MDA continued as the sole developer of the RGT system because MDA is the exclusive owner of the underlying proprietary software.

a. Duplicative Costs:

The license for the proprietary software listed in Table 1 from MDA, including the rights to modify the source code and MDA's intellectual property is not for sale. MDA has no incentive, financial or otherwise, to relinquish the right to modify the source code for the proprietary software portfolio in Table 1. Selling their intellectual property would create competition with MDA's own direct downlink station business because the intellectual property is the foundation of all the MDA developed ground stations.

Even though the Government owns Government Purpose Rights in the software listed in Table 2, this software is based on and would only function with the proprietary software listed in Table 1. If the tasks described in paragraph 3 above are completed successfully, then the Government will purchase a perpetual license from MDA listed in Option Year 1, for use with an operational RGT system. Through this sole source contract and upon completion of contract award, the Government will receive the complete operational RGT system, to include licensing of the MDA owned software for $5,945,769. Based on the above, there are no cost savings expected through competition because any competitor would need to develop a complete solution without using the MDA proprietary code essentially starting the program over. This effort is for the continued development of the RGT system. Starting over would be inefficient and cost-prohibitive.

b. Unacceptable Delays: The Remote Ground Terminal provides direct downlink of commercial imagery to tactical users in disadvantaged network situations. This ability to downlink imagery directly from satellites provides unprecedented resiliency and reliability in tactical operations. This fulfills requirements within the DCGS-A Increment 1 and 2 baselines. The transition timelines are established by the DCGS-A PoR, and documented within the TTA. The DCGS-A PoR has a firm delivery date for the RGT system to integrate into DCGS-A to meet a legitimate Army fielding schedule in support of operational requirements. DCGS-A is the Army's foundational intelligence system providing the warfighter the ability to acquire, process, exploit and disseminate intelligence products to deployed commanders and their staffs. Operational commands currently have two significant intelligence gaps that RGT addresses. First, they lack the ability to meet expeditionary commands' urgent timeliness requirements for intelligence products. The Remote Ground Terminal, by providing near real-time access to a broad range of commercial imagery, fills this gap. Second, because of the need to protect sources and methods, security classification and dissemination restrictions limit commands' abilities to share intelligence data with many coalition partners. RGT-derived products can be shared with these coalition partners because the RGT provides access to unclassified, commercial imagery which does not face the same dissemination restrictions. Failing to meet the schedule to integrate the RGT into DCGS-A would cause significant, potentially critical, gaps in intelligence needed to plan operations, maintain situational understanding, and provide force protection to our deployed warfighters. Additionally, current gaps in enabling our coalition partners through shared intelligence would continue and would degrade our coalition effectiveness. For these reasons, development delays are unacceptable.

To begin the proposed contract work, other competitors would need to purchase the software license (if authorized) from MDA. Due to the complexity and specialized nature of the source code, the Program Office estimates that it would take a competitor at least 6-12 months of effort to become sufficiently familiar with the underlying proprietary source code, if it were available, to make progress with the development.

Due to the need for rapid RGT software development, the additional time that would be required by another Contractor to become sufficiently familiar with the software operating environment is unacceptable.

Table 1: MDA Proprietary Software

Technical Data or Computer Software to be

Furnishedwith Restrictions*

Basis for Assertion Asserted Rights

Category

Name of Person Asserting

Restrictions

Cataloging, Archiving, Preprocessing and Production System (CAPPS) Software

Exclusively developed at private expense

Restricted Rights MDA Information Systems LLC

Reception, Archiving and Catalog Control System (RACC) Software

Exclusively developed at private expense

Restricted Rights MDA Information Systems LLC

Archive Management System (AMS) Software

Exclusively developed at private expense

Restricted Rights MDA Information Systems, Inc.

Order Handling System (OHS) Software, Including RESTful Services Infrastructure and Work Flow Manager (WFM)

Exclusively developed at private expense

Restricted Rights MDA Information Systems LLC

Direct Archiving System Exclusively developed at Restricted Rights MDA Information

Table 2: Government Purpose Rights Software

Technical Data or Computer Software to be Furnished with Restrictions

Basis for Assertion Asserted Rights Category

Name of Person Asserting Restrictions

Sensor Independent Complex Data (SICD) Formatting Software

Developed with mixed funding

Government Purpose Rights

MDA Information Systems LLC

6. Efforts to Obtain Competition: The Remote Ground Terminal's first two (2) contract efforts were established directly with MDA in response to a BAA. Following this work, AGC looked to continue the work on the Remote Ground Terminal System. The subsequent spirals were competed and awarded as Task Orders under a Multiple Award Task order Contract (MATOC) Small Business Contract within AGC called GRIDS II under the Contract Number W5J9CQ-12-D-0001. The effort was awarded to OGSystems who subcontracted to MDA. OGSystems completed program management and overarching tasks while MDA completed the development work with the system as a whole and the software. No other Contractors on the GRIDS II contract vehicle submitted proposals for this work and if they had, they would have also subcontracted to MDA because of their expertise and ownership of the developed software.

On 16 August 2016, AGC published a Sources SoughURequest for Information (RFI) with the respective Draft Performance Work Statement (PWS) on the Federal Business Opportunities (FBO) website in accordance with FAR 5.204, Pre-Solicitation Notices.

The Technical Evaluation to the responses received have been included in paragraph 9 below.

7. Actions to Increase Competition: It is not possible to compete the current acquisition. In the future, AGC will continue to search the marketplace to increase competition by reviewing trade journals, conducting internet searches and through open discussion with industry, as well as through FBO. Before future acquisitions, the market will continually be surveyed to determine whether another manufacturer has emerged that can meet all of AGC's software product and services requirements.

Furthermore, to maximize competition for the next acquisition, the Government will attempt to procure rights to the necessary source code from MDA. AGC is aware that procuring the rights to the source code is expected to be exorbitant with an estimated cost in excess of hundreds of millions of dollars because MDA will be selling its intellectual property and competitive advantage. However, prior to the next competition, the AGC will attempt to procure the source code from MDA in an effort to obtain full and open competition.

8. Market Research: Market research has been conducted by posting a Sources Sought notice in FBO. The results of the FBO notice included 5 proposals from different companies, to include 2 small businesses. AGC additionally made an effort to look at all emerging space-based GEOINT technology. Through this effort, AGC is working to explore all possibilities for direct downlink and ingestion of commercial satellite. Initial research has not discerned any new sources of competition for the RGT capability especially the scalability of the system to include numerous sources without increasing the footprint.

The underlying awards to MDA that began this developmental effort were accomplished using BAA procedures under W9132V-09-C-0027 and W5J9CQ-1 O-C-0023.

9. Interested Sources: AGC has published a Sources Sought Request for Information (RFI) with a draft Performance Work Statement in FBO in accordance with FAR 5.204.

Reponses have been received by five interested companies and all five companies have been considered. Only MDA is capable of meeting Government requirements.

The reasons why the additional four companies were rejected are listed in Table 3 below:

Table 3: Results of Sources Sought Request for Information

10. Other Facts:

a. Procurement history:

Table 4: Procurement History

(1) Contract Number W9132V-09-C-0027, and W5J9CQ-10-C-0023 were awarded in response to proposals made to a BAA. W5J9CQ-12-D-0001 were subcontracted to MDA. Contract W5J9CQ-16-C-0002 was awarded in response to proposals made to a BAA.

There are no unusual patterns in the history of the previous efforts.

(2) The previous contract actions were competitive under BAA and MATOC.

(3) Authority previously cited if less than full and open competition was used:

Not applicable.

(4) If a justification was prepared to support the procurement made before this one, a summary of the contents of paragraph 7 of the justification for that procurement and an explanation of the results: Not applicable.

(5) If any prior contract for this requirement was accomplished using full and open competition, include a detailed explanation of the changed circumstances causing this action to now limit the sources: Only the initial BAA was awarded using full and open competition. All other awards were under the GRIDS II contract and the work was subcontracted to MDA. The work required for this contract is using proprietary software owned by MDA.

(6) An explanation of any unusual patterns that may be revealed by the history, e.g., several consecutive, urgent buys: Not applicable.

b. Other Facts: MDA has proprietary rights that limits competition. The limitations to computer software include executable code, source code, code listings, design details, processes, and related material makes it difficult to acquire data rights. However, all efforts will be done to compete this requirement in the future.