Class Justification FAR Part 6 JA_Emerson_Redacted.pdf

Control Number: 26-0011

DECEMBER 2025

a. Background: Beginning in 2009, NWD awarded several competitive contracts to

American Governor Company (AGC) 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 AGC governors in its fleet.

Each governor has identical equipment for standardization of design, functionality, training, and spare parts. In April 2020, AGC was acquired by Emerson, including all proprietary information related to operating, maintaining, and repairing the governors.

AGC

supplies to maintain and repair the existing fleet of AGC-brand governors. Although the 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 Emer governor products or services are required.

Emerson is uniquely qualified to provide commissioning, programming, training, and troubleshooting services for AGC-brand governors because it owns the proprietary rights to the equipment, drawings, and basic software. AGC provided commissioning support for the original installation and was the only company that knew 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.

the region. In order to control life cycle and system sustainability costs, NWD districts have standardized to AGC 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 versus 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 AGC-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.

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 AGC products and has done the same or similar work across NWD for numerous years. Using another servicer would significantly increase engineering hours 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 PLCs are vital powerhouse equipment. Having a contractor without the necessary experience modifying Emerson/ s program would increase the risk of unintended changes being made, which could lead to unexpected outages or other failures. An AGC governor failure due to inadequate servicing could lead to a runaway unit costing over $100M to repair or replace, excluding other powerhouse damages from cascading effects, and unplanned outage with associated revenue loss.

b. Alternatives: There are no alternatives for AGC proprietary software, programming, and commissioning supplies/services. The Pacific Northwest and Omaha districts have standardized generator governors with AGC products that are processes. Due to the proprietary nature of this work, any other contractor would have to sub-contract to Emerson to accomplish this work.

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 contract awards for .

c. Impact if not approved: NWD currently has governors designed and installed by

AGC, now owned by Emerson. If this request is not approved, the Government risks wasting previous programming and design effort, lacking consistency in programming and design across projects, and losing the assurance that only qualified personnel who are familiar with sensitive AGC governor programming are accessing and modifying USACE systems. These services cannot be performed in house as we do not have the personnel or equipment necessary. Utilizing Emerson for the governor updates provides the lowest cost while ensuring reliability, consistency, and the lowest risk for unintended failures, while utilizing a different service would result in no cost savings. A different service provider would be unproven, would increase compatibility issues, and would require additional troubleshooting, leading to unnecessary risk to equipment O&M.

7. Efforts to Obtain Competition: According to market research, Emerson is the sole company capable of providing our required products and services for AGC governors.

The governor products and services required

For future requirements of the Contracting Officer will publish the notices required by FAR 5.002 as a Notice of Intent (NOI) to Sole Source.

a. Effective competition: In accordance with Class Deviation 2026-O0017 and DFARS PGI 206.103-170(d), an NOI to Sole Source (Notice ID W912EF26RSS08) was posted to SAM.GOV on 21 JAN 2026 inviting interested sources to identify their interest and capability in writing for the sole purpose of determining whether to conduct a competitive procurement for future requirements. No responses were received. Based on market research, effective competition is not anticipated.

8. Actions to Increase Competition: Emerson is the only company capable of providing the required governor software customization on existing equipment.

Redesigning the digital governor product to compete it in the future increases plant infrastructure operating risks associated with system security and resiliency, as well as NWD interoperability. The programming required is proprietary to Emerson.

For each Government will post an NOI to SAM.GOV for interested vendors to respond. The intent is to ensure compatibility and interoperability between powerhouses, so future competition is not anticipated.

9. Market Research: Emerson D governor systems, is the only identified company capable of providing the required supplies and services. Any other contractor would have to subcontract to Emerson to

A similar project occurred at Bonneville Lock and Dam in 2022 (W9127N23C0022). An NOI (W9127N22Q0006) was issued for complete governor overhaul with AGC (now Emerson) as the sole source. The first NOI issued received two responses, both of which were deemed inability to supply specific governors and, of particular relevance to this J&A, their inability to provide the same programming code and updates as what currently exists in the field (Emerson/AGC). Due to an administrative issue with the first NOI, the Bonneville Governors project released a second NOI (W9127N23R0024), to which no contractors responded.

More recently, an NOI (W912EF26RSN01) was posted to SAM.GOV on 13 NOV 2025 for NWW Governor Commissioning. Interested parties were invited to submit capability statements. One company responded indicating interest but did not provide a capability statement upon request.

typical within the industry due to the integrated nature of electro-mechanical equipment that is controlled digitally by PLCs. Thus, this is now a sole source requirement.