Class JA Emerson American Governor Sole Source Justification Draft.pdf

Control No. 25-0048

CLASS JUSTIFICATION AND APPROVAL

FOR OTHER THAN FULL AND OPEN COMPETITION

NORTHWESTERN DIVISION

(NWW, NWS, NWP, & NWO)

Emerson Electric Company (American Governor-Brand Governor Servicing)

1. CONTRACTING AGENCY:

U.S. Army Corps of Engineers (USACE), Walla Walla District (CENWW-CT), 201 North 3rd, Walla Walla, WA 99362.

2. DESCRIPTION OF ACTION:

This document requests a class justification and approval (J&A) to use other than full and open competition for the procurement of services from Emerson Electric Company (hereafter “Emerson”) to provide on-site commissioning, programming, training, and troubleshooting services for American Governor-brand governors used in operating projects throughout four Northwestern Division (NWD) districts—Walla Walla District (NWW), Seattle District (NWS), Portland District (NWP), and Omaha District (NWO). It is further requested that the class J&A remain in effect for five years from fiscal year (FY) 2026 through FY 2031. This class J&A will apply to the districts’ procurement of Emerson’s services via an acquisition or a portion of an acquisition that uses a brand-name description or other purchase description to specify Emerson’s services.

3. DESCRIPTION OF SERVICES:

NWD districts require procurement of Emerson’s products and services to provide custom pump gears, custom unloaders, PLC software, and bearing packs as well as on-site commissioning, programing, training, and troubleshooting services for American Governor-brand governors at operating projects. The projected five-year cost to procure Emerson’s services for NWW, NWS, NWP, and NWO, based on past contracts and scheduled future purchases, totals approximately $2,169,846, as demonstrated in Table 1 below. See also the attached cost analysis for NWD districts’ requirements for Emerson’s services.

Table 1: Total Projected Five-Year Cost of Emerson American Governor Services

FY26 FY27 FY28 FY29 FY30 FY31

Walla Walla District

$179,458 $50,342 $51,252 $52,190 $53,155 $54,150

Portland District

$41,191 $21,191 $41,191 $41,191 $41,191 $41,791

Seattle District $330,004 $363,304 $256,703 $140,204 $143,810 $147,525

Omaha District $20,000 $20,000 $20,000 $20,000 $20,000 $20,000

Kansas City District

N/A N/A N/A N/A N/A N/A

NWD Total $2,169,846

The estimated labor cost for the completion of one J&A is approximately $3,715, as demonstrated in Table 2 below. The total five-year labor expense to prepare individual J&As for six prior Emerson/American Governor acquisitions across NWD is approximately $22,290. The trend over the past five years shows increased procurement needs. In addition, the increasing need to replace and repair aging equipment at our hydroelectric projects suggests a continued increase in the need to purchase these products. Establishment of a class J&A will help eliminate future labor expenses associated with preparing individual J&As for each brand name acquisitions. This need has been verified by the Hydroelectric Design Center (HDC), District engineers, and operating project engineer staff.

Table 2: Total Expended Labor Costs Per Completed J&A

Personnel Involved Labor Hours Labor Cost Total Project Engineer 5 $200 $1000 Project Performance Contracting Specialist 2 $170 $340 Contracting Office - - $1375 Legal Office 3 $200 $600 HDC Engineer 2 $200 $400

NWW Total $3,715

4. AUTHORITY CITED:

41U.S.C.3304(a)(1), as implemented by FAR 6.302-1, Only One Responsible Source and No Other Supplies or Services Will Satisfy Agency Requirements.

FAR 6.302-1 (a)(2). When the supplies or services required by the agency are available from only one responsible source, […] and no other type of supplies or services will satisfy agency requirements, full and open competition need not be provided for.

FAR 6.302-1 (c). Application for brand-name descriptions. (1) An acquisition or portion of an acquisition that uses a brand-name description or other purchase description to specify a particular brand-name, product, or feature of a product, peculiar to one manufacturer- (i) Does not provide for full and open competition, regardless of the number of sources solicited; and (ii) Shall be justified and approved in accordance with 6.303 and 6.304.

Class justification is authorized by FAR 6.303-1(d) “Justifications required by paragraph (a) of this section may be made on an individual or class basis”, and shall be approved in writing, FAR 6.304(c) and AFARS 5106-303-1(d).

5. REASON FOR AUTHORITY CITED:

a. BACKGROUND:

Beginning in 2009, NWD awarded several competitive contracts to American Governor Company to supply hydraulic governors for hydroelectric generators across NWW, NWS, and NWP. In 2015, a similar contract was awarded to retrofit all NWO governors. NWD now has 180 identical American Governor Company governors in its fleet. Each governor has identical equipment for standardization of design, functionality, training, and spare parts. In April 2020, the American Governor Company was purchased by Emerson Electric Company, and all proprietary information related to operating, maintaining, and repairing the governors was acquired by Emerson.

For more than 15 years, NWD districts have procured Emerson’s services and American Governor supplies to maintain and repair the existing fleet of American Governor-brand governors. Although the acquisitions for

Emerson’s services to perform this work are almost identical with standard language, individual J&As have been prepared and approved for each separate contract. The Government desires to expedite these acquisitions by executing a class J&A and eliminating the need to prepare separate J&As and route for approval every time Emerson’s services are required.

b. JUSTIFICATION:

Emerson is uniquely qualified to provide commissioning, programming, training, and troubleshooting services for American Governor-brand governors, because it owns the proprietary rights to the equipment, drawings, and basic software. American Governor provided commissioning support for the original installation and was the only company that knows their specific equipment well enough to provide comprehensive training on it. The software, which has custom programming, is proprietary and cannot be distributed to their competitors.

Emerson’s services are necessary for the control of hydroelectric generators throughout the region. In order to control life-cycle and system sustainability costs, NWD districts have standardized to American Governor products and successfully utilized them in facility operations and maintenance programs for over 15 years. The standardization of governor components ensures common operation and functionality across the region. It allows any future required upgrades, replacements, or other changes to be thoroughly tested at one location and implemented system wide in a safe and consistent manner. This consistency saves time and energy verus having different systems at every location. Additionally, the use of common hardware and software across multiple systems increases personnel efficiency due to familiarity with the systems and reduces personnel training requirements. Emerson holds the legal rights to all the proprietary programming of the American Governor-brand governors and, therefore, is the only company that can provide the required level of quality and expertise in its programming and/or commissioning services.

Individual J&As for Emerson’s services have been authorized for many years because there are no other responsible sources available that can provide the required services for the proprietary software.

Substitution of another source for Emerson would:

i. Significantly increase contract costs up to $100 million. Emerson is familiar with the American

Governor products and has done the same or similar work across NWD for numerous years.

Using another servicer would significantly increase engineering hours required to understand and edit Emerson’s programming and reinvent solutions that have already been created.

ii. Increase the risk of incompatibility or a failed contract. A different servicer may not be able to make the required updates and may not discover this until well into the contract.

iii. Increase the risk of secondary failures or future unexpected consequences. The governor programmable logic controls are vital powerhouse equipment. Having a contractor without the necessary experience modifying Emerson/American Governor’s program would increase the risk of unintended changes being made, which could lead to unexpected outages or other failures.

c. IMPACTS:

Approximately $22k in acquisition costs (labor) would be realized by approving a class J&A and allow limited contracting office resources to be utilized more effectively/efficiently on other mission requirements. Not contracting for Emerson/American Governor products and services would also result in the lack of reliability, maintainability, training, and preparedness for recurring and nonrecurring maintenance of critical control systems throughout the operating projects, jeopardizing USACE assets and fulfilling mission requirements. As mentioned in paragraph 5b, any of these risks could cost USACE millions of dollars in either lost generation, emergency work costs, or litigation.

Not contracting for Emerson Electric Company’s American Governor products would result in the lack of reliability, training, and maintenance of critical control systems throughout the operating projects, thus, jeopardizing USACE assets and ability of NWD to execute its mission.

Utilizing Emerson Process Management Power & Water Solutions, Inc for the governor updates provides the lowest cost while ensuring reliability, consistency, and the lowest risk for unintended failures.

Utilizing a different vendor would result in no cost savings. A different vendor would be unproven, increase compatibility issues and require additional troubleshooting, leading to unnecessary risk to equipment O&M.

d. ALTERNATIVES:

There are no alternatives for American Governor proprietary software, programing and commissioning services.

The Pacific Northwest and Omaha districts have standardized generator governors with American Governor products that are successfully utilized in the facility’s operations and maintenance programs and processes.

The Government could continue to issue individual J&As for each separate contract, but a Class J&A would substantially reduce time and effort and expedite all these contract awards for Emerson Electric’s American Governor products.

6. EFFORTS TO OBTAIN COMPETITION:

The Contracting Officer published the notices required by FAR 5.201 on July 10, 2025, no inquires, bids, quotes or proposals were made. Historically Justification for all American Governor actions in the Walla Walla District have been published as a Notice of Intent to Make a Single-Source Award on the SAM.gov website.

7. ACTIONS TO INCREASE COMPETITION:

8. MARKET RESEARCH:

American Governor Company is the manufacturer and only supplier of the compatible parts and equipment to integrate with the existing system.

9. INTERESTED SOURCES:

See Paragraph 6. A notice of intent to sole sources was posted on July 10, 2025 to SAM.gov

10. OTHER SUPPORTING FACTS: Contract numbers, dates and Contractor name of last several awards:

W912DW21P0041; May 12, 2021; American Governor Company W9128F20P0012; February 20, 2020; American Governor Company W9127N19P0075; June 21, 2019; American Governor Company W912EF18F0011; November 16, 2017; American Governor Company W9127N15D0007 YW05; May 12, 2017; American Governor Company W9127N19F0066; July 16, 2017; American Governor Company

11. TECHNICAL CERTIFICATION:

I certify that the supporting data under my cognizance, which are included in the justification are accurate and complete to the best of my knowledge and belief.

William “Bill” Dull Chief of Tech

12. REQUIREMENTS CERTIFICATION:

I certify that the supporting data under my cognizance, which are included in the justification are accurate and complete to the best of my knowledge and belief.

William “Bill” Dull Chief of Tech

13. FAIR AND REASONABLE COST DETERMINATION:

I hereby determine that the anticipated cost to the Government for this contract action will be fair and reasonable based on price analysis and independent Government cost estimate. Certified cost or pricing data was not required because the prohibition at FAR 15.403-1(b)(3).

Sara Edwards Contracting Officer

14. CONTRACTING OFFICER CERTIFICATION:

I certify that this justification is accurate and complete to the best of my knowledge and belief.

Sara Edwards Contracting Officer

13. OFFICE OF COUNSEL DETERMINATION: In accordance with the requirements of UAI 5101.602-2- 90, I have reviewed the J&A and determined it is legally sufficient.

Reviewed by:

Michaela Murdock Deputy District Counsel

CLASS JUSTIFICATION AND APPROVAL

FOR OTHER THAN FULL AND OPEN COMPETITION

NORTHWESTERN DIVISION

(NWW, NWS, NWP, & NWO)

Emerson Electric Company (American Governor-Brand Governor Servicing)

Based on the foregoing Class Justification and Approval for Other Than Full and Open Competition, I hereby find the procurement of Emerson Electric Company on-site commissioning, programming, training, and troubleshooting services for American Governor-brand governors are essential to NWW, NWS, NWP, and NWO requirements and are available from only one responsible source, and I approve procurement of such services on an other than full and open competition basis pursuant to the authority of FAR 6.302-1(a) and FAR 6.304(c). The estimated value of the contracts to be awarded under this class J&A is $2.17M. Approval is subject to the availability of funds and provided that the services or supplies herein described have otherwise been authorized for the acquisition.

APPROVAL:

LAURA J. EICHHORN

COMMAND ADVOCATE FOR COMPETITION

CONCUR:

IAN CLUNIES-ROSS, COUNSEL TO SCO NWD

SCO-NWD