Procurement Manual

The Louis Berger Group, Inc.
Procurement Manual: Purchasing and

Subcontracting Business Policy and Procedures
412 Mount Kemble Avenue Doc. No.: 7.3.2.1 Rev. No. 1b
Morristown, New Jersey Date: December 2012 Page 1
REVISION LOG/SIGNATURE PAGE

Revision Name Date Responsible Remarks
# Individual
1b Procurement December Susan E. Knauf Remove Ron Kornell’s
Manual: Purchasing 2012 signature as he is no
and Subcontract longer an officer of the
Business Policy and Company
Procedures
1a Procurement July 2010 Susan E. Knauf Created separate
Manual: Purchasing forms for Commercial
and Subcontract and Federal
Business Policy and Procurements
Procedures
1 Procurement January Susan E. Knauf 1)Incorporation of
Manual: Purchasing 2010 additional
and Subcontract procurement Forms
Business Policy and 2) Editorial changes
Procedures
0 Procurement August 2009 Susan E. Knauf Initial Release
Manual:
Purchasing and
Subcontracting
Business Policy and
Procedures
Signatures:
____________________________________ December 2012

Chief Financial Officer Date
Luke McKinnon
December 2012
President Date
Larry D. Walker
December 2012
Chief Operating Officer Date
James G. Bach
December 2012
Vice President and Chief Learning Officer Date
Susan E. Knauf
The Louis Berger Group, Inc. Procurement Manual: Purchasing and
Morristown, New Jersey Date: December 2012 Page 2
The Louis Berger Group, Inc.

Procurement Manual
Purchasing and Subcontracting Business
Policy and Procedures
Morristown, New Jersey Date: December 2012 Page iii
Acronyms and Abbreviations ................................................................................................................... vi

1.0 Introduction ..................................................................................................................................... 1
1.1 General Policy Statement ............................................................................................................. 1
1.2 Purpose ......................................................................................................................................... 1
1.3 Organization of Manual ................................................................................................................. 1
1.4 Applicability ................................................................................................................................... 2
1.5 Revisions and Updates ................................................................................................................. 2
1.6 Procurement Conduct ................................................................................................................... 2
1.6.1 Dealing with Suppliers and Subcontractors .......................................................................... 2
1.6.2 Conflicts of Interest................................................................................................................ 3
1.6.3 Gifts, Gratuities, Kickbacks, or Bribes ................................................................................... 3
1.6.4 Ethics Hotline ........................................................................................................................ 3
1.7 Procurement Reviews ................................................................................................................... 3
1.8 Quality Assurance Programs ........................................................................................................ 3
1.9 Responsibility ................................................................................................................................ 4
1.9.1 Specific Responsibility and Authority Limits .......................................................................... 4
1.9.2 Purchase Requisition Approver ............................................................................................. 4
1.9.3 Authorized Procurement Representative .............................................................................. 4
1.9.4 Receivers .............................................................................................................................. 5
1.9.5 Procurement Manager .......................................................................................................... 6
1.9.6 Chief Operation Officer (COO) .............................................................................................. 6
1.10 Training ..................................................................................................................................... 6
1.11 Waivers and Exceptions to Policy ............................................................................................. 6
2.0 Federal Procurement Procedures ................................................................................................. 7
2.1 Introduction.................................................................................................................................... 7
2.2 Purchase Requisition .................................................................................................................... 7
2.2.1 Initiation of Purchase Action (Purchase Requisition) ............................................................ 9
2.2.2 Preparation of the Purchase Requisition .............................................................................. 9
2.2.3 Authorization of Purchase Requisition ................................................................................ 10
2.2.4 Lease-versus-Buy and Make-or-Buy Decisions .................................................................. 10
2.3 Selecting Procurement Type ....................................................................................................... 10
2.3.1 Basic Distinction Amongst Various Types of Procurement Actions .................................... 11
2.3.2 Types of Contracts .............................................................................................................. 11
2.4 Identifying Sources ...................................................................................................................... 15
2.4.1 Selection of Prospective Suppliers...................................................................................... 15
2.4.2 Supplier Due Diligence ........................................................................................................ 16
2.4.3 Debarred, Suspended, Ineligible Suppliers Under Government Contracts ........................ 16
2.4.4 Pre-Approved Supplier Lists ............................................................................................... 17
2.4.5 Procurement with Non-U.S. Suppliers ................................................................................ 17
2.4.6 Procurement From Other Berger Group Holding, Inc. (BGHI) Companies......................... 18
2.5 Competition Requirements.......................................................................................................... 18
2.5.1 Adequate Price Competition ............................................................................................... 18
2.5.2 Other Than Adequate Price Competition ............................................................................ 19
2.6 Preparation of Solicitations (RFP/RFQ) ...................................................................................... 20
2.6.1 Preparing a Solicitation ....................................................................................................... 20
2.6.2 Pre-Proposal Site Visit ........................................................................................................ 20
2.6.3 Standard Terms and Conditions ......................................................................................... 20
2.6.4 Bid Bonds, Performance Bonds, and Payment Bonds ....................................................... 20
2.6.5 Insurance Coverage for Work Site ...................................................................................... 21
2.6.6 Contract Flow-Down Clauses .............................................................................................. 21
2.6.7 Representations and Certifications ..................................................................................... 21
2.6.8 Defense Priorities and Allocations System (DPAS) (FAR 11.6) ......................................... 22
2.7 Handling of Proposals ................................................................................................................. 22
2.7.1 Pre-Proposal Conferences .................................................................................................. 22
Morristown, New Jersey Date: December 2012 Page iv
2.7.2 Extension of Due Date ........................................................................................................ 22

2.7.3 Opening of Proposals .......................................................................................................... 22
2.7.4 Late Proposals and Modifications ....................................................................................... 22
2.7.5 Handling of Proposals Following Opening of Proposals ..................................................... 23
2.7.6 Disclosure of Information .................................................................................................... 23
2.8 Evaluation and Negotiation of Proposals .................................................................................... 23
2.8.1 Mistakes in Proposals and Withdrawal or Modifications of Proposals ................................ 23
2.8.2 Solicitation Evaluation ......................................................................................................... 23
2.8.4 Price/Cost Analysis ............................................................................................................. 24
2.8.5 Audit Assistance .................................................................................................................. 26
2.8.6 Negotiation .......................................................................................................................... 26
2.8.7 Basis of Award .................................................................................................................... 27
2.9 Award .......................................................................................................................................... 27
2.9.1 Advance Notification and Consent ...................................................................................... 27
2.9.3 Purchase Order Authorization ............................................................................................. 29
2.9.4 Subcontract Preparation ..................................................................................................... 29
2.9.5 Subcontract Authorization ................................................................................................... 30
2.9.6 Letter Subcontracts ............................................................................................................. 30
2.10 Monitoring of Supplier Performance........................................................................................ 31
2.10.1 Technical Performance and Cost Management.................................................................. 31
2.10.2 Acceptance or Rejection of Work ........................................................................................ 32
2.10.3 Backcharges........................................................................................................................ 33
2.11 Changes and Additional Scope ............................................................................................... 33
2.12 Payment of Invoices ................................................................................................................ 34
2.12.1 Monitoring of Subcontractor Billing ..................................................................................... 34
2.13 Termination ............................................................................................................................. 34
2.13.1 Termination for Convenience (T for C)................................................................................ 34
2.13.2 Termination for Default ........................................................................................................ 35
2.14 Close-Out ................................................................................................................................ 35
2.15 Government Property (GP) (FAR Part 45) .............................................................................. 35
2.15.1 Government Property Control Plan ..................................................................................... 36
2.15.2 Property Management ......................................................................................................... 36
2.15.3 Tracking and Reporting ....................................................................................................... 36
2.16 Socioeconomic Programs ....................................................................................................... 37
2.17 Maintenance of Files ............................................................................................................... 37
3.0 Commercial Procurement Procedures ....................................................................................... 38
3.1 Introduction.................................................................................................................................. 38
3.2 Purchase Requisition .................................................................................................................. 38
3.2.1 Initiation of Purchase Action (Purchase Requisition) .......................................................... 40
3.2.2 Preparation of the Purchase Requisition ............................................................................ 40
3.2.3 Authorization of Purchase Requisition ................................................................................ 41
3.3 Selecting Procurement Type ....................................................................................................... 41
3.3.1 Basic Distinction Amongst Various Types of Procurement Actions .................................... 42
3.3.2 Types of Contracts .............................................................................................................. 42
3.4 Identifying Sources ...................................................................................................................... 45
3.4.1 Selection of Prospective Suppliers...................................................................................... 45
3.4.2 Supplier Due Diligence ........................................................................................................ 46
3.4.3 Debarred, Suspended, Ineligible Suppliers ......................................................................... 46
3.4.4 Pre-Approved Supplier Lists ............................................................................................... 47
3.4.5 Procurement with Non-U.S. Suppliers ................................................................................ 47
3.5 Competition Requirements.......................................................................................................... 48
3.5.1 Adequate Price Competition ............................................................................................... 48
3.5.2 Other Than Adequate Price Competition ............................................................................ 48
3.6 Preparation of Solicitations (RFP/RFQ) ...................................................................................... 49
Morristown, New Jersey Date: December 2012 Page v
3.6.1 Preparing a Solicitation ....................................................................................................... 50

3.6.2 Pre-Proposal Site Visit ........................................................................................................ 50
3.6.3 Standard Terms and Conditions ......................................................................................... 50
3.6.4 Bid Bonds, Performance Bonds, and Payment Bonds ....................................................... 50
3.6.5 Insurance Coverage for Work Site ...................................................................................... 50
3.7 Handling of Proposals................................................................................................................... 51
3.7.1 Pre-Proposal Conferences .................................................................................................. 51
3.7.2 Extension of Due Date ........................................................................................................ 51
3.7.3 Opening of Proposals .......................................................................................................... 51
3.7.4 Late Proposals and Modifications ....................................................................................... 51
3.7.5 Handling of Proposals ......................................................................................................... 51
3.7.6 Disclosure of Information .................................................................................................... 52
3.8 Evaluation and Negotiation of Proposals .................................................................................... 52
3.8.1 Mistakes in Proposals and Withdrawal or Modifications of Proposals ................................ 52
3.8.2 Solicitation Evaluation ......................................................................................................... 52
3.8.3 Technical Evaluation ........................................................................................................... 52
3.8.4 Price/Cost Analysis ............................................................................................................. 53
3.8.5 Negotiation .......................................................................................................................... 53
3.8.6 Basis of Award .................................................................................................................... 54
3.9 Award .......................................................................................................................................... 54
3.9.1 Purchase Order Preparation ............................................................................................... 55
3.9.2 Purchase Order Authorization ............................................................................................. 55
3.9.3 Subcontract Preparation ..................................................................................................... 55
3.9.4 Subcontract Conflicts ......................................................................................................... 56
3.9.5 Letter Subcontracts ............................................................................................................. 56
3.10 Monitoring of Supplier Performance........................................................................................ 57
3.10.1 Technical Performance and Cost Management.................................................................. 57
3.10.2 Acceptance or Rejection of Work ........................................................................................ 58
3.10.3 Backcharges........................................................................................................................ 59
3.11 Changes and Additional Scope ............................................................................................... 59
3.12 Payment of Invoices ................................................................................................................ 60
3.12.1 Monitoring of Subcontractor Billing ..................................................................................... 60
3.13 Termination ............................................................................................................................. 60
3.14 Close-Out ................................................................................................................................ 60
3.15 Maintenance of Files ............................................................................................................... 61
LIST OF EXHIBITS
EXHIBIT A – PROCUREMENT THRESHOLDS ........................................................................................ 62

EXHIBIT B - FORMS .................................................................................................................................. 63
EXHIBIT C - DEFINITIONS ........................................................................................................................ 65
Morristown, New Jersey Date: December 2012 Page vi
Acronyms and Abbreviations
AA Affirmative Action
A&E Architect and Engineer
ABA American Bar Association
ABC Activity Based Costing
ACO Administrative Contracting Office or Administrative Contracting Officer
ADR Alternate Dispute Resolution
APR Authorized Representative
BAFO Best and Final Offer
B&P Bid and Proposal
BOE Basis of Estimate
BOM Bill of Materials
BPA Blanket Purchase Agreement
CAGE Commercial and Government Entity Code
CAS Cost Accounting Standards
CASB Cost Accounting Standards Board
CCR Central Control Registration
CDRL Contract Data Requirements List
CEO Chief Executive Officer
CFM Contractor Furnished Material
CFO Chief Financial Officer
CICA Competition in Contracting Act
CLIN Contract Line Item Number
CO Contracting Officer
COLA Cost of Living Allowance
COM Cost of Money
COMSEC Communication Security
CONUS Continental United States
CPD Cost or Pricing Data
CPFF Cost Plus Fixed Fee
CPIF Cost Plus Incentive Fee
CPPC Cost Plus a Percentage of Cost
CPSR Contractor Purchasing System Review
CR Cost Reimbursable
D&B Dun and Bradstreet
DCAA Defense Contract Audit Agency (http://www.dcaa.mil/)
DCMA Defense Contract Management Agency (http://www.dcma.mil)
DFAR Defense Federal Acquisition Regulation
DFARS DoD FAR Sup plement
DFAS Defense Finance and Accounting Service
DLA Defense Logistics Agency
DOD Department of Defense
Acronyms and Abbreviations, Continued
DOL Department of Labor

DPAS Defense Priorities and Allocation System
DUNS Data Universal Numbering System
DoDAAC Department of Defense Activity Address Code
EA Each
E&O Errors and Omissions
EAP Employee Assistance Program
Morristown, New Jersey Date: December 2012 Page vii
EEO Equal Employment Opportunity

EEOC Equal Employment Opportunity Commission
EFT Electronic Funds Transfer
EH&S Environmental Health and Safety
EVMS Earned Value Management System (formerly C/SCSC)
FAC Federal Acquisition Circular
FAR Federal Acquisition Regulation
FCA False Claims Act
FFP Firm Fixed Price
FFPLOE Firm Fixed Price Level of Effort
FFRDC Federally Funded Research and Development Center
FLSA Fair Labor Standards Act
FMS Foreign Military Sales
FOB Destination Free on Board Destination
FOB Origin Free on Board Origin
FOIA Freedom of Information Act
FCPR Foreign Corrupt Practices Act
FPE Fixed Price with Escalation
FPEPA Fixed Price with Economic Price Adjustment
FPI Fixed Price Incentive
FPO Fleet Post Office
FPR Final Proposal Revision
FPRA Forward Pricing Rate Agreement
FSC Federal Supply Classification
FSO Facility Security Officer
FSS Federal Supply Schedule (General Services Administration)
FTE Full-Time Equivalent
FY Fiscal Year
G&A General and Administrative
GAAP Generally Accepted Accounting Principles or Practices
GAO General Accounting Office
GBL Government Bill of Lading
GFE Government Furnished Equipment
GFM Government Furnished Material
GFP Government Furnished Property

GSA General Services Administration
HBCUMI Historically Black Colleges and Universities/Minorities Institutions
H&S Health and Safety
HUBZone Historically Underutilized Business Zone
HCA Head of Contracting Activity
IAW In Accordance With
IFB Invitation for Bid
IFR Internal Funds Request
IR&D Independent Research and Development
IG Inspector General
IWA Inter-company Work Assignments
K Contract
KO Contracting Officer
LAN Local Area Network
LH Labor Hours
Morristown, New Jersey Date: December 2012 Page viii
LOE Level of Effort

MILSTD Military Standard
MOA Memorandum of Agreement
MOCAS Mechanization of Contract Administration Services
MOU Memorandum of Understanding
NASA National Aeronautics and Space Administration
NATO North Atlantic Treaty Organizations
NSN National Stock Number
NTE Not to Exceed
O&M Operation and Maintenance
OCI Organizational Conflict of Interest
OCONUS Outside of the Continental United States
OEM Original Equipment Manufacturer
OJT On-the-Job Training
OMB Office of Management and Budget
OPM Office of Personnel Management
OSD Office of Secretary of Defense
P/N Part Number
PCO Procurement Contracting Office
PCP Procurement Cycle Period
P.L. Public Law
PO Purchase Order
POC Point of Contact
PR Purchase Requisition
QA Quality Assurance
QC Quality Control
QPL Qualified Product List
R&D Research and Development
RFI Request for Information
RFP Request for Proposal
RFQ Request for Quotation
SDB Small Disadvantaged Business
SBA Small Business Administration
SBLO Small Business Liaison Officer
SDVOSB Service-Disabled Veteran-Owned Small Business
SF Standard Form
SLIN Subcontract Line Item Number
SOO Statement of Objectives
SOW Statement of Work
STE Special Test Equipment
T for C Termination for Convenience
T for D Termination for Default
Ts & Cs Terms and Conditions
T&M Time and Material
TCO Termination Contracting Officer
TINA Truth-In-Negotiations Act
TDY Temporary Duty
TS Top Secret
UCC Uniform Commercial Code
U/P Unit Price
Morristown, New Jersey Date: December 2012 Page ix
USC United States Code

VE Value Engineering
VOSB Veteran Owned Small Business
VOSDB Veteran-Owned Service Disabled Business
WOSB Woman-Owned Small Business
412 Mount Kemble Avenue Doc. No. Rev. No. 1a
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Morristown, New Jersey Date: July 2010 Page 1 of 93
1.0 Introduction
1.1 General Policy Statement
The Louis Berger Group, Inc. (Louis Berger) is committed to a procurement process that provides the
best value to all customers and simultaneously ensures fair and equitable treatment of all vendors. Louis
Berger’s Senior Management requires employees involved in the procurement process to comply with all
requirements as contained within this Policy. Senior Management is defined as the Louis Berger
President, Chief Operating Officer (COO), and Executive Vice President.
It is Louis Berger practice to conduct its procurement activities:
• In accordance with fair and ethical business practice;

• In the most efficient and effective manner under the circumstances;
• In accordance with all applicable laws and regulations;
• So that the best interests of Louis Berger and our clients are safeguarded;
• Using competitive solicitation to the extent practical;
• Consistently and with appropriate documentation;
• Using globally competitive standards for quality systems to meet client requirements;
• Consistent with customer requirements; and
• Committed to environmental sustainability considerations
1.2 Purpose
Louis Berger employees involved either directly or indirectly in the procurement process must understand
and conduct business under the guidelines and requirements contained within this Policy. Many of Louis
Berger’s internal and external auditors (e.g., DCMA, DCAA and various customers) will on occasion audit
the Company’s compliance with this document. Louis Berger employees should access this document in
electronic form on Louis Berger’s Intranet. It is the intranet site that the most current version of this Policy
and forms are located.
The purpose of this Procurement Policy is to define Louis Berger’s procurement practices that govern
procurements accomplished by Louis Berger. These practices are broad in nature so as to encompass a
wide range of possible procurement activities, including project (both commercial and U.S. Government)
and overhead procurements.
This Policy establishes the parameters of acceptable procurement practices; it is not intended to be a
tutorial guide with respect to the day-to-day execution of the procurement function. In this regard, Louis
Berger employs experienced procurement professionals within positions of significant procurement
authority, as determined by Senior Management. Appropriate formal and on-the-job training and oversight
will be provided to inexperienced professionals performing procurement functions as determined
necessary by the Procurement Manager. Adequate instructional and reference materials are available for
review and consideration from Louis Berger’s Procurement Manager. Where individual projects or
programs, and thus, contracts, require specific procurement guidance to address unique requirements or
circumstances, such guidance will be prepared in connection with that project or program’s procurement
plan as determined necessary by the Project Manager in concert with assigned Authorized Procurement
Representatives.
1.3 Organization of Manual
This Manual presents the policy and procedures for the procurement of goods, services, and works for
Louis Berger. Section 1 is the Louis Berger Policy on company procurement activities. Section 2 and 3
communicates the Procedures required of procurement individuals in achieving compliance with this
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Policy under U.S. Federally Funded procurements and Commercial/Overhead procurements,

respectively.
1.4 Applicability
This Manual applies to the following procurement:

• U.S. Federally funded procurements
• Commercial and Overhead Procurements
Further, Exhibit A, “Key Procurement Thresholds,” provides a summary of key procurement

documentation requirements and the dollar thresholds at which such documentation is required. Under no
circumstances will procurements be split into multiple procurements to avoid documentation or approval
thresholds.
1.5 Revisions and Updates
Louis Berger’s Procurement Manager has the overall responsibility for this Procurement Policy, to include
its overall implementation and maintenance.
Louis Berger’s Procurement Manager will ensure this Policy is updated as needed with either additional
information or changes to existing topics. The Procurement Manager will determine at least annually if the
Procurement Policy requires revision or updating. Any additions or changes will be based on:
• Changes in regulations;
• Business need for further definition or clarification;
• Changes or upgrades to the systems related to procurement methods (e.g., supplier online
ordering);
• New or innovative best practices.
Revisions and updates to the Policy must be approved in accordance with the Delegation of
Responsibility and Authority Matrix (DRAM).
1.6 Procurement Conduct
Any Louis Berger employee dealings with suppliers must comply with the Louis Berger Code of Business
Conduct (click here) and reflect good professional judgment. When in doubt regarding appropriate
conduct, refer to your supervisor. The "Berger Code of Business Conduct" states company practice that
applies to every Louis Berger employee.
Any potential or suspected violations of the Code of Business Conduct must be reported. The procedures
for reporting ethics violations are set forth in the Code of Business Conduct. An individual may also report
suspected violations via the Ethics Hotline. See Section 1.6.4.
1.6.1 Dealing with Suppliers and Subcontractors
It is our practice to buy from or engage the services of suppliers and subcontractors who have high
ethical standards, sound financial condition, and a reputation of meeting their obligations. We work
towards firm and lasting association with our suppliers and subcontractors. To this end, all procurements
entered into by the Company will be made exclusively on the basis of price, quality, service, and ability to
meet the Company’s and its customer’s needs. Under no circumstances will Louis Berger award a
procurement based upon the expectation or anticipation of reciprocal opportunities or referrals from the
supplier.
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Louis Berger employees must report any identical bids and suspected violations of antitrust statutes in
accordance with the Berger Code of Business Conduct.
1.6.2 Conflicts of Interest
Louis Berger employees must avoid situations, both on and off the job, where a conflict of interest or the
perception of such a conflict could result. Employees must avoid any external or internal financial interest
or employment that might influence their decisions or actions as employees of Louis Berger or have a
negative impact on Louis Berger’s reputation with the community.
For further Louis Berger Policy on conflicts of interest see the Berger Code of Business Conduct. Code of
Business Conduct
1.6.3 Gifts, Gratuities, Kickbacks, or Bribes
All Louis Berger employees shall conduct procurement related actions in a manner above reproach and
with impartiality. Employees are prohibited from soliciting from suppliers, subcontractors, other
employees, agents, or others with whom the Company does business the following:
• Gifts
• Gratuities
• Kickbacks
• Bribes
See Louis Berger’s Berger Code of Business Conduct for further details.
(Code of Business Conduct)
1.6.4 Ethics Hotline
The Company maintains a toll free telephone number for the use of our employees or anyone else who
wishes to report to the Company an instance of unethical or unlawful conduct. From the continental US,
Canada, and Puerto Rico, call 1.877.315.9932. From international locations, go to
www.louisberger.ethicspoint.com. Using the drop-down list, select the country where you work. Each
country has its own AT&T Access Code free call number. In addition, you can use the international collect
toll-free number: 1.503.726.3996
For further Louis Berger Policy on the “Ethics Hotline” see the Berger Code of Business Conduct. (Code
of Business Conduct)
1.7 Procurement Reviews
The Louis Berger Procurement Manager will periodically conduct or cause to be conducted procurement
compliance reviews to monitor and assess procurement activities and, when necessary, initiate corrective
actions to ensure procurement is conducted in accordance with this Procurement Policy. Such reviews
may be performed by Louis Berger Internal Audit or other qualified resources. Results of compliance
reviews will be provided to the Louis Berger President.
1.8 Quality Assurance Programs
A project-specific quality assurance plan will be written if required by an individual contract. Suppliers are
required to comply with their own quality assurance plan. If Suppliers are required to conform to the
Client’s quality assurance requirements, the project-specific requirements will be included in Purchase
Order (PO) and Subcontract (SC) packages as applicable.
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1.9 Responsibility
All commitments of Louis Berger funds to external suppliers in exchange for goods or services must be in
writing and may only be executed by an Authorized Procurement Representative (APR) acting within
their respective delegated procurement authority. Senior Management is responsible for establishing and
implementing the enforcement of these practices. Designated APRs will be responsible for performing the
procurement function. If the project or local office is too small to warrant a local dedicated APR, a PR from
a Louis Berger corporate or field office will perform or assist with the procurement function.
Louis Berger’s Procurement Manager is responsible for (1) developing and issuing procurement Policy
according to corporate protocols, and (2) developing and implementing a training program for Authorized
Procurement Representatives (e.g., contracts administrators, project engineers, project managers, office
managers, etc.) as necessary.
1.9.1 Specific Responsibility and Authority Limits
An Authorized Procurement Representative (APR) is responsible for his or her project’s procurement
efforts and for ensuring that each procurement is conducted in accordance with the practices prescribed
in this Policy and that each procurement is reviewed, approved, and committed in accordance with the
authority limits specified in the Delegation of Responsibility and Authority Manual (DRAM). The
Authorized Procurement Representative is defined as any individual warranted by Senior Management to
competitively source and select vendors (see Exhibit B – Forms, (click here) for commercial Procurement
Warrants (click here) and for Procurement Warrants under U.S. Federal Contracts).
Depending on procurement circumstances (i.e., available resources, expertise, etc.) these individuals
may be Contracts Administrators, Project Managers, Office Managers or other qualified individuals.
Procurement activities must be conducted by competent procurement professionals consistent with the
nature, size and staffing levels of the project or operation.
A Louis Berger requestor is responsible to create, complete and submit for approval a purchase
requisition in accordance with the guidelines delineated in Section 2.2 and 3.2. Since the requisition
initiates procurement within Louis Berger, the requestor must include adequate, thorough, and complete
information with requisitions. Clear and thorough requisitions will speed up the entire procurement
process from approval through to award and receipt.
1.9.2 Purchase Requisition Approver
Louis Berger approvers are responsible to thoroughly review a requisition for the following –
completeness, program need, description adequacy, budget control, management authorization, and
documentation. The Authorized Procurement Representative will act on requisitions after approval.
Requisition approvers must not be the same individual that commits Louis Berger funds, unless that
individual has been specifically delegated such authority. In such circumstances, a Division Vice
President must implement project-specific monitoring controls to ensure appropriate vendor sourcing and
Louis Berger commitments.
1.9.3 Authorized Procurement Representative
The APR shall perform the following procurement functions:
1. Verify a properly completed and approved purchase requisition is on file. Assure that adequate
competitive proposals are obtained and that prices are determined to be fair and reasonable (i.e.
Cost/Price Analysis) or a written justification for sole source awards is accomplished, where
applicable.
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2. Issue Requests for Proposals or Quotes (RFP/Q), including appropriate Representations and
Certifications, where applicable.
3. Conduct a cost/price analysis. Where appropriate, conduct negotiations to assure that the price is
fair and reasonable, and document negotiations in the Memorandum of Negotiations Form (See
Exhibit B - Forms, 7.3.5.05 Bid Tabulation Form - Commercial and for Commercial and U.S.
Federal Contracts, respectively), as applicable.
4. Prepare Basis of Award Form (See Exhibit B – Forms, 7.3.5.06 Basis of Award Form -
Commercial and 7.3.5.19 Basis of Award Form - Federal for Commercial and U.S. Federal
Contracts, respectively).
5. Prepare PO or SC documents in accordance with the purchase requisition and this Procurement
Policy. Coordinate with Project Manager and request assistance from the Procurement Manager
as necessary.
6. When applicable, prepare or ensure prime contract flow down clauses are included with the
PO/SC documents.
7. If required by the prime contract, provide prior notification to client and obtain client
approval/consent to subcontract
8. Obtain authorized signature on PO/SC.
9. Issue the PO/SC.
10. Re-perform bullets 1, 3, 7, 8, 9 as required in connection with changes to POs and SCs.
11. Obtain and file in the procurement file a current insurance certificate that meets requirements of
PO/SC from supplier.
12. Confirm that goods were received or services performed in accordance with the PO/SC and a
Material Receiving Report (or similar acknowledgement for services) was completed by the
person responsible for receiving the goods or accepting performance of services.
13. Review invoices to confirm invoice amount is accurate and in accordance with the payment terms
of the PO/SC. Obtain invoice approval from the appropriate individuals. After invoice approval,
forward invoice to accounts payable.
14. Assure that final release forms are obtained, when required by the PO/SC, from the supplier prior
to payment of final invoice.
15. On federal government projects, coordinate socioeconomic programs and reporting requirements
with the Director of Contracts.
16. Set up and maintain procurement files. The hardcopy procurement file should be located where
the project is. The procurement files shall contain, at a minimum, all the documents required by
the practices set forth in this Policy. An electronic version of the Procurement file should be
stored in a central repository.
1.9.4 Receivers
A Louis Berger receiver is responsible to receive items ordered via PO or SC and ensures the material(s)
or service(s) meet the quality and inspection criteria listed within the PO or SC. Louis Berger employees
who perform the receiving function cannot be considered “Authorized Procurement Representatives” and
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thereby cannot commit Louis Berger company funds. Exceptions may apply for project circumstances in
remote areas where the volume of personnel may not be available to achieve such segregation. In such
circumstances, risks are to be assessed and specific monitoring controls implemented by the Division
Vice President.
1.9.5 Procurement Manager
The Procurement Manager is responsible for:

• Administration of the Procurement Manual
• Implementing of the Procurement Manual
• Monitoring of compliance with the Procurement Manual
• Revisions and updates to the Procurement Manual
• Serving as the authoritative role in compliance related procurement matters, as described in the
Procurement Manual
• Ensuring adequate training of Authorized Procurement Representatives in compliance with this
Procurement Manual
1.9.6 Chief Operation Officer (COO)
It is the COO’s responsibility to:

• Serve as the ultimate authoritative interpretation of this Policy
1.10 Training
Appropriate training and/or experience will be a prerequisite for being delegated to have a Procurement
Warrant (see Exhibit B – Forms):
Authorized Procurement Representatives will be approved as authorized agents for Louis Berger
procurement activities via the Delegation of Responsibility and Authority Manual (DRAM). All training
activities will be documented and maintained.
Training may be covered by live, WebEx or online presentations, memorandums or pamphlets, and may
include specific instructions on the following:
• Standards of Ethics and Business Conduct;
• Overview of Accounting and Purchasing systems;
• Government Procurement Policy (including information on penalties associated with the statutes
on false claims and false statements);
• Louis Berger Procurement Policy
• Standard FAR clauses and provisions.
• Customer specific training requirements
1.11 Waivers and Exceptions to Policy
Policy waivers and exceptions may only be granted by the President of Louis Berger consistent with the
Delegation of Responsibility and Authority Matrix (DRAM).
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2.0 Federal Procurement Procedures
2.1 Introduction
Louis Berger purchases goods, services, and works for clients and general overhead purposes. Our
clients include:
• U.S. Federal Government funded entities.
• Commercial entities (including private and public companies, State Governments and
municipalities)
U.S. Federally funded Government contracts require compliance with a set of U.S. Federal Regulations
not generally applicable to Commercial customers. This Section 2.0 describes the procedures applicable
to U.S. Federally Funded contracts.
The process flow chart shown as Figure 1.0 (next page) illustrates the basic procurement requirements
communicated in this Manual, while also identifying example additive regulatory requirements for U.S.
Federal Government contracts when applicable.
2.2 Purchase Requisition
The purpose of the purchase requisition is to provide information that describes the requested goods,
services, or works clearly and completely so that the Authorized Procurement Representative may obtain
acceptable offers to meet the requestor’s needs. This is required for all purchases greater than
$1,000.00.
The Louis Berger Group, Inc. Procurement Manual: Purchasing and Subcontracting Business Policy
and Procedures
412 Mount Kemble Avenue Doc. No. PROCURE Rev. No. 1a
Morristown, New Jersey Date: January 2010 Page 8 of 93
Figure 1.0 PROCUREMENT PROCESS (All Customers)
Modifications/
Changes
Administration/
Purchase Note 2 Negotiation and Receipt and
RFP/RFQ Proposal Analysis Payment
Requisition Note 3 Award acceptance of
Goods/Invoice
If under Procurement Thresholds (See Exhibit A – Procurement Thresholds)
ADDITIVE U.S. GOVERNMENT PROCUREMENT

REQUIREMENTS (AS APPLICABLE)
Purchase Requisition: Proposal Analysis PO/Subcontract Award: Payment:
RFP/RFQ: Receipt of Goods/
1. Lease vs. buy 1. Obtain 1. Consent to 1. Contract Financing
1. Flowdown clauses Invoice:
decision Representations and subcontract Payments
2. Sole Source 1. Government Property
2. Make vs. buy Certifications 2. Memorandum of
justification 2. Subcontract
decision 2. Price/Cost Analysis Negotiations
3. Vendor due diligence administration
3. Price reasonableness 3. Flowdown clauses in
(i.e. Excluded Parties
justification Purchase Order/
System List)
4. Basis of Award Subcontract
5. Cost Accounting 4. Obtain Certificate of
Standards (CAS) Cost or Pricing Data
applicability
6. Small Business
subcontract plan
7. Develop negotiation
position
Note:
1. The above procurement process is not applicable for the thirteen (13) procurements identified in Section
2.2.1
The Louis Berger Group, Inc. Procurement Manual: Purchasing and Subcontracting
Business Policy and Procedures
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2.2.1 Initiation of Purchase Action (Purchase Requisition)
Actions to initiate the procurement of goods and services by the Authorized Procurement Representative
will occur only after receipt of an approved Purchase Requisition. The purchase requisition will be
prepared in conformity with instructions in this part.
Louis Berger employees will complete a purchase requisition for goods, services, or works except for non-
project specific acquisitions within the following fourteen categories:
• Utilities
• Building leases (Rent) and Louis Berger indirect leases
• External seminars and training events for Louis Berger employees (outside of Berger University
• Employee benefit programs
• Board of Directors authorized commitments and corporate established committees (e.g., external
audit, internal auditors, external counsel and consultants, etc.)
• Corporate merger and acquisition costs
• Federal, state and local government payment transactions (e.g., IFF, taxes)
• Subscriptions and membership dues
• Daily shipping services (e.g., FEDEX, UPS)
• Charitable contributions and donations consistent with the Berger Code of Business Conduct
• User Software licenses
• Insurance
• Corporate Professional Services (e.g. attorneys, consultants, etc.)
• Travel
2.2.2 Preparation of the Purchase Requisition
The requestor that identifies the need is responsible for preparing the purchase requisition and
identifying, at a minimum:
• Specification or statement of work (SOW)

• Delivery or performance schedules that are realistic and specific
• Packing, transportation and quality requirements
• Special conditions or circumstances, if applicable, to include justification
• Known sources
• Budget estimate
Purchase requisitions that do not contain sufficient information or lack proper documentation to permit
initiation of procurement will not be approved.
2.2.2.1 Describing the Request
• Goods
The item to be acquired must be described in such a way that there will be assurance
that the final contract will result in acquisition of the required product of the desired quality
(e.g., part/item number).
• Services
A description of required services must include all that will be required of the contractor,
including standards to which he or she is to perform, frequency, schedule and
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recommendation for damages to be charged if contractor fails to perform the service or

deliver a conforming product on time.
• Required Delivery Date
The required delivery date will be stated in terms of a specific date, e.g., June 30, 20XX,
or for services state the period of performance. Special attention must be given to this
requirement and must take into account lead time required by the Authorized
Procurement Representative to prepare the solicitation, the ability of the market to
respond, and the evaluation of proposals received.
2.2.3 Authorization of Purchase Requisition
Purchase Requisitions must be approved in accordance with the Delegation of Responsibility and
Authority Manual (DRAM) prior to Authorized Procurement Representative sourcing.
2.2.4 Lease-versus-Buy and Make-or-Buy Decisions
2.2.4.1Lease versus Buy Decision
Under significant multi-year cost-reimbursable prime contracts, it may be advantageous to

Louis Berger and the Government to purchase rather than lease equipment required for
contract performance. Under these circumstances, Louis Berger will evaluate whether or not
purchasing such equipment will be the most efficient and effective means to fulfill its prime
contract obligations.
Factors to consider in connection with a lease vs. buy analysis may include, but are not
limited to, the following:
• Duration of required need

• Timing and availability of prime contract funding
• Maintenance requirements, capacity, and standardization
• Insurance requirements
• Disposal process/safeguarding after use
• U.S. Government preference/guidance (advance agreement in writing).
• Residual Value
2.2.4.2 Make or Buy Decision
Louis Berger will comply with FAR 15.407-2, “Make-Or-Buy Programs” as required by the
Government on a contract by contract basis.
Where a Make-or-Buy program is required by prime contract terms, it must show in detail
what Louis Berger is capable of providing internally and what it may need to “buy” in order to
execute a contract. This information is required to ensure that the Government is getting the
lowest overall cost and least technical risk.
2.3 Selecting Procurement Type
Upon receipt of a purchase requisition (receipt by the Authorized Procurement Representative must be
date-stamped on the purchase requisition), the Authorized Procurement Representative will make a
decision regarding the type of procurement action to be used. It is the policy of Louis Berger to use firm
fixed-price (FFP) contracts to the maximum extent practical. On occasion, as the situation and market
place determine, a contract other than FFP may be negotiated. This section describes the various types
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of contracts which may be used by Louis Berger and key considerations relevant to the selection of the
most appropriate type for any given procurement action.
2.3.1 Basic Distinction Amongst Various Types of Procurement Actions
The procurement action types vary as to: (i) degree of responsibility assumed by the Buyer and Seller for
the costs of performance, and (ii) the amount and type of profit incentive offered Seller to achieve or
exceed specified standards or goals. With regard to degree of cost responsibility, at one end is the "firm
fixed price" contract, under which Seller assumes full cost responsibility; at the other end is the "cost-
reimbursement type" contract where fee, rather than price, is fixed and Seller's cost responsibility is
therefore minimal. "Cost-plus-percentage-of-cost" contracts will not be used at any time by Louis Berger.
While it is the policy of Louis Berger to maximize use of fixed price-type contracts, it may be more
appropriate to use a cost type contract. Cost-reimbursement-type contracts are suitable for use only when
uncertainties involved in contract performance do not permit costs to be estimated with sufficient
accuracy to use any type of fixed-price contract. Examples include:
• There is inadequate time to prepare, or other circumstances (fully documented) prevent the
preparation of, plans and specifications that are sufficiently firm to provide assurance against an
excessive number of change orders or amendments due to errors, discrepancies, omissions
and/or inadequate details.
• The work involves developmental or experimental services of large scope and duration.
• The standards of performance (e.g., extremely high standards of cleanliness, purity or quality
control) are so much higher than normal industrial standards as to make it impractical to prepare
appropriate specifications clearly defining the standards required.
• The uncertainties involved in performance are of such magnitude that cost of performance cannot
be estimated with sufficient reasonableness to permit the use of any fixed-price type contract.
2.3.2 Types of Contracts
The selection of a particular type of contract will be based upon the facts surrounding each procurement,
after taking all relevant factors into consideration. Special emphasis should be placed on the nature of the
item to be procured, adequacy and firmness of specifications, urgency of the request, schedule
requirements and ultimate cost to Louis Berger and the customer.
The following types of contracts may be used by Louis Berger and are discussed in detail elsewhere in
this section.
• Firm Fixed Price Contract
• Fixed Price Contract with Economic Price Adjustment
• Cost Reimbursement Contract
• Time and Materials Contract
• Labor Hour Contract
• Corporate Pricing Agreements (COPA)
• Blanket Purchase Agreements
• Other Contract Types
2.3.2.1 Firm Fixed Price Contract
The firm fixed price contract provides for a price which is not subject to any adjustment by
reason of the cost experience of the Seller in the performance of the contract. This type of
contract places maximum risk upon the Seller, imposes a minimum administrative burden on
the contracting parties and provides the Seller with a maximum profit incentive for effective
cost control and performance because the Seller assumes full responsibility, in the form of
profits and losses, for all costs under or over the firm fixed price.
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The firm fixed price contract is generally the most preferred "type" and should be used
whenever circumstances do not require use of any other "type."
The firm fixed price contract will be used when reasonably definite design or performance
specifications are available and whenever fair and reasonable prices can be established at
the outset, such as where:
• Adequate price competition exists.

• Prior purchases of the same or similar products or services under competitive conditions,
or supported by valid cost or pricing data, provide reasonable price comparisons.
• Cost or pricing information is available, permitting the development of realistic estimates
of the probable cost of performance.
• Any other "reasonable" basis for pricing can be used, consistent with the purpose of this
"type" of subcontract.
2.3.2.2 Firm Fixed Price Contract with Economic Price Adjustment
Fixed price contract with economic price adjustment may be used when price adjustment
provisions are necessary to protect the Seller and Louis Berger against significant economic
fluctuations in labor or material costs.
2.3.2.3 Cost Reimbursement Type Contract
2.3.2.3.1 Cost Contract
The cost contract is a cost reimbursement type contract under which the
Seller receives no fee. The cost contract may be appropriate for use in
connection with research and development work.
2.3.2.3.2 Cost-Sharing Contract
A cost-sharing contract is a cost reimbursement contract in which the

contractor receives no fee and is reimbursed only for an agreed-upon
portion of its allowable costs. A cost-sharing contract may be used when
the contractor agrees to absorb a portion of the costs, in the expectation
of substantial compensating benefits.
2.3.2.3.3 Cost-Plus-Award-Fee Contract
A cost-plus-award-fee contract is a cost reimbursement contract that

provides for a fee consisting of: (i) a base fee (which may be zero) fixed
at inception of the contract, and (ii) an award amount, based upon a
judgmental evaluation by Louis Berger sufficient to provide motivation of
excellence in contract performance.
2.3.2.3.4 Cost-Plus-Fixed-Fee Contract
A cost-plus-fixed-fee contract is a cost reimbursement contract that

provides for payment to the contractor of a negotiated fee that is fixed (in
terms of total dollars, not percent) at the inception of the contract.
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2.3.2.4 Time and Materials
The time and materials contract provides for the purchase of services and ancillary supplies
on the basis of: (i) direct labor hours at specified fixed hourly rate (inclusive of overhead, G&A
and profit), and (ii) material at cost. Particular care should be taken to apply material handling
costs, if any, to direct material cost and exclude material handling costs from overhead
applied to direct labor.
There are two major disadvantages in this type of contract. First, it does not afford the Seller
any incentive to control the cost of materials or to manage his or her labor force effectively. A
second disadvantage is that the labor and labor costs, in the form of fixed hourly (or
daily/monthly) rates are negotiated at the inception of the contract. If hourly labor costs or
overhead on the job are lower than anticipated, the per-hour profit margin increases for the
Seller with no corresponding equitable adjustment for the Buyer. For these reasons, time and
materials contracts should be used only in specific cases where deemed applicable, as for
example:
• Engineering and design services,

• Repair, maintenance or overhaul work,
• Work to be performed in emergency situations.
• Legal Services
2.3.2.5 Labor Hour
The labor hour type contract is a variant of the time and materials type contract, differing only
in that materials are not supplied by the Seller.
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2.3.2.6 Corporate-Pricing Agreements (COPA)
A variety of goods and services are procured under Louis Berger company-wide agreements,
which are referred to as Corporate Pricing Agreements (“COPA”). Examples of these items
are office supplies, travel, hotel, car rental, furniture, computers, common material items, etc.,
either for internal use or for use in connection with customer contracts. The Louis Berger
Procurement Manager, or designated Authorized Procurement Representative, maintains
these agreements on behalf of Louis Berger; they seek to represent our aggregated
purchasing requirements to leverage Louis Berger’s position to the best possible advantage
in the marketplace, either regionally or globally. Purchases from suppliers covered under
COPAs generally shorten the acquisition cycle time as prices, terms, specifications and other
key considerations are often predetermined and service delivery times optimized. COPAs are
generally established for the acquisition of commercial items. Prices and other terms are the
result of at least one of the following: commercial pricing, competition, and/or negotiation.
Accordingly, procurement file documentation for individual purchases under COPAs will be
maintained by the Procurement Manager.
If applicable to the procurement requirement, APRs should utilize COPAs to the maximum
extent practicable unless there is a compelling and overriding reason to do otherwise. Such
departure shall be documented in the procurement file of the alternate procurement.
2.3.2.7 Blanket Purchase Agreements (BPA)
Similar in many respects to a COPA, Blanket Purchase Agreement (BPA) is a simplified

method of filling anticipated repetitive requirements for supplies or services by established
"charge accounts" with qualified vendors during a specified period (not to exceed 12 months).
BPAs are designed to reduce administrative costs in accomplishing small purchases (up to
$3,000) by eliminating the need for issuing individually written purchase orders. Insofar as
feasible, Louis Berger will rely extensively on BPAs for recurring purchases of small-dollar
size items.
BPAs should be established with sources from which numerous individual purchases will
likely be made. Additionally, BPAs should be re-assessed annually to determine if the BPA is
still in the best competitive interest of Louis Berger. There are two types of BPAs: unpriced
BPAs and prepriced BPAs.
• Unpriced BPAs
This type of BPA is issued when there is a wide variety of items in a broad class of goods
(e.g., lab supplies) that are generally purchased but the exact items, quantities and
delivery requirements are not known in advance and may vary. An unpriced BPA will be
established without a purchase requisition or a commitment of funds. To the extent
practical, unpriced BPAs for items of the same type should be placed concurrently with
more than one vendor. All qualified competitive sources should be given an equal
opportunity to furnish supplies or services under BPAs.
Orders in excess of Policy applicability thresholds ($3,000 U.S. Federal funded

procurement) placed against unpriced BPAs will be subject to competitive solicitation
requirements.
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• Prepriced BPAs
This type of BPA is issued when there are repetitive needs for specific items or services,
but the exact quantities and delivery requirements are not known in advance and may
vary.
A purchase requisition containing: (i) description of the required items or services, (ii)
specified period and (iii) estimated quantities for the specified period, is required to estab-
lish a pre-priced BPA.
The pre-priced BPA will be issued to the successful bidder who has submitted the most
advantageous offer to Louis Berger, price and other factors considered in response to a
competitive solicitation. BPAs will include those standard Terms and Conditions
developed by Corporate Counsel.
2.3.2.8 Other Contract Types
Based on a customer’s unique needs, other contract types may be contemplated to procure
goods and/or services. In such circumstances, the Procurement Manager should be
consulted.
2.4 Identifying Sources
The selection of sources involves consideration of a number of factors. The requestor may recommend
sources; however, the decision to solicit various sources is the sole responsibility of the Authorized
Procurement Representative. This section delineates those matters that the Authorized Procurement
Representative must take into consideration in formulating source lists.
2.4.1 Selection of Prospective Suppliers
The Authorized Procurement Representative should take into consideration the following factors when
formulating source lists:
• Louis Berger master vendor list/procurement history file
• Technical and business reputation of a company
• Past performance of a company, if previously used by Louis Berger
• Recommended sources (input from the requestor)
• Recommendations from other sources
• Information obtained from trade fairs, catalogs, trade journals, sales literature and other
publications
• Published registers, such as the "Thomas Register"
• Purchasing source lists
• Internet research
• Company knowledge and experience
• Professional associations
• Contacts with salespersons and vendor representatives.
• General Services Administration (GSA) sources
When a large number of prospective suppliers for a given item or service exist, and it is impractical to
send a solicitation to each one, the solicitation should be rotated in such a manner as to provide as many
competent suppliers as practicable the opportunity to render an offer.
Every supplier requesting an opportunity to render an offer will be given equal opportunity to do so in
accordance with FAR 22.800. Additionally, Louis Berger will include required Equal
Opportunity/Affirmative Action/non-discrimination /Veterans requirements in its subcontracts.
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Louis Berger is committed to a policy of adequate price competition consistent with FAR 6.100, and
solicitation of offers is not limited to any maximum number of bidders/offerors by this Policy. Under
competitive award circumstances, Louis Berger will seek to obtain offers from at least two (2) qualified
sources.
2.4.2 Supplier Due Diligence
In connection with any procurement, it is Louis Berger’s practice to make a reasonable inquiry into
potential bidders’ capabilities and qualifications. Louis Berger shall ensure all prospective suppliers meet
the responsibility standards prescribed in FAR 9.104. The specified criteria are as follows:
• Have adequate financial resources to perform the contract, or the ability to obtain them
• Be able to comply with the required or proposed delivery or performance schedule, taking into
consideration all existing commercial and government business commitments
• Have a satisfactory performance record. A prospective contractor shall not be determined
responsible or non-responsible solely on the basis of a lack of relevant performance history
• Have a satisfactory record of integrity and business ethics
• Have the necessary organization, experience, accounting and operational controls, and technical
skills, or the ability to obtain them
• Have the necessary production, labor construction, and technical equipment and facilities, or the
ability to obtain them
• Be otherwise qualified and eligible to receive an award under applicable laws and regulations
Some research may be necessary to establish these considerations prior to solicitation and award.
Research and conclusions drawn must be documented and maintained in the procurement file if an
award is made.
Prior to the award of an acquisition in excess of $100,000, the PR will, as necessary and appropriate for
the circumstances, research financial and operational responsibility of the prospective supplier via any
one or all of the following methods to ensure the supplier has adequate financial resources:
• Dun & Bradstreet
• Public filings
• SEC filings
• Annual reports
2.4.3 Debarred, Suspended, Ineligible Suppliers Under Government Contracts
It is Louis Berger practice that prior to the execution of any procurement the Authorized Procurement
Representative must verify that the vendor is not currently listed in the most current “Excluded Parties List
System” (https://www.epls.gov/). The Authorized Procurement Representative must document this
verification in the Procurement File consistent with the Procurement Documentation Checklist (see Exhibit
B – Forms, 7.3.5.8 – Procurement Documentation Checklist - Commercial). This should be done prior to
solicitation and the day of procurement execution. The APR Authorized Procurement Representative shall
not award any procurement to a supplier that has been debarred, suspended, or proposed for debarment
unless there are compelling reasons to do so. If the Authorized Procurement Representative believes
there is a compelling reason to contract with such a company, the Contracting Officer (CO) must be
notified prior to entering into the PO or SC in accordance with FAR 52.209-6.
As a secondary control, Louis Berger requires each proposal provider, whose subcontract or purchase
order may exceed $25,000, to disclose, in writing, whether or not during the 12 months preceding the
estimated award date they were debarred, suspended, or proposed for debarment by the Federal
Government. This inquiry is an element of Louis Berger’s Standard Representations and Certifications.
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2.4.4 Pre-Approved Supplier Lists
Where Louis Berger projects, divisions, and offices expect to routinely acquire certain products or
services, or where Louis Berger customers stipulate specific supplier requirements, responsible
Authorized Procurement Representatives should maintain pre-approved supplier lists to minimize
repetitive supplier due diligence inquiries. Appropriate supplier due diligence is required when suppliers
are added to the approved supplier list and such due diligence must be documented and maintained
regardless of whether or not the supplier is awarded an Louis Berger procurement.
Authorized Procurement Representatives, with input from Project Managers or other qualified operations
personnel, will identify the key criteria necessary to become an “approved supplier” and evaluate
prospective suppliers against those criteria. Louis Berger does not require that procurements be limited to
approved suppliers if new supply alternatives are identified. However, due diligence must be performed
for new (not pre-approved) suppliers.
Supplier pre-approval alone is not a sufficient reason to issue a sole-source procurement to that supplier,
unless the pre-approved supplier is a named subcontractor or teaming partner in connection with a Louis
Berger prime contract award. Otherwise, sole or single source awards to pre-approved suppliers must be
justified in accordance with Section 2.5.2.1 and the award value must be determined affirmatively to be
fair and reasonable using the evaluation techniques set forth in Section 2.8.
2.4.5 Procurement with Non-U.S. Suppliers
Louis Berger APRs must ensure that any foreign procurement is conducted in strict compliance with Louis
Berger policies and certain U.S. and foreign laws. Louis Berger APRs must check with Corporate Counsel
to determine current compliance requirements. All foreign procurements will be conducted under the
following U.S. laws and regulations, as applicable:
• Arms Export Control Act and International Traffic in Arms Regulations 22 C.F.R. §120-130(ITAR),
as procurements may relate to the transfer, retransfer and export of technical data, assistance,
hardware, or software by any means, including facsimile, telephone, or other electronic means;
(www.atf.gov/pub/fire-explo_pub/aeca.htm)
• Export Administration Act and Export Administration Regulations 15 C.F.R. § 730-774 (EAR);
• Foreign Corrupt Practices Act 15 U.S.C. §§ 78dd-1 (FCPA), including identifying whether a
foreign official has any ownership or other beneficial interest in the foreign subcontractor/supplier
or whether any foreign official is a stockholder, director, officer, employee, agent or representative
of the foreign subcontractor/supplier;
• U.S. and foreign customs regulations, including import duties and requests for duty-free entry;
• U.S. anti-boycott regulations and U.S. Government sanctions and embargoes (Cuba, Libya, etc.);
• Office of Foreign Assets Control 31 C.F.R. 500 and others (OFAC) restrictions on conducting
business or transferring funds to denied individuals, entities, or countries
• Bureau of Alcohol, Tobacco and Firearms (BATF) regulations; (www.atf.gov/)
• U.S. Government regulations governing the transportation and storage of hazardous materials;
• Buy American Act, Trade Agreements Act, North American Free Trade Agreements Act (NAFTA)
and other trade laws;
• Foreign currency exchange control regulations;
• Foreign tax laws; and,
• Laws and regulations restricting sourcing of certain goods to U.S. and Canadian concerns.
• American Recovery and Reinvestment Act
2.4.5.1 Considerations When Selecting a Foreign Supplier
Before award to a foreign supplier, the PR must consider the following:

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• Political and economic stability of the country where the foreign supplier is located;
• If payments will not be in U.S. Currency, coordination with the Corporate Treasury
Department and the CFO is required;
• Whether support for the product will be available from the foreign supplier after delivery;
• Possible mandatory flow-down clauses (for U.S. Federal Government contracts);
• Certification requirements, including those required by ITAR Part 130 regarding the
payment of fees or commissions (refer to legal);
• Certification requirements under Foreign Military Financing (FMF), using Defense
Security Cooperation Agency (DSCA) guidelines (refer to corporate counsel);
• Choice of law -- U.S. law state law, with certain reservations (check with Corporate
Counsel selecting law of foreign supplier's country, or third country law;
• Foreign Government tax and security requirements;
• The need for export licenses, re-export, and technology transfer authorizations, and other
government approvals;
• Potential requirements for customer notification prior to bidding or awarding contracts
with foreign concerns;
• Excluded Party List requirements; and
• Customer specific requirements.
2.4.5.2 Import/Export Considerations When Selecting a Foreign Supplier
The Louis Berger’s Corporate Compliance and Ethics Officer coordinates all licensing
activities and submits all required import and export authorization documents to the
appropriate U.S. Government agency for approval. Refer to the Export Compliance Policy for
further reference:
7.2.2.09 Export Compliance
2.4.6 Procurement From Other Berger Group Holding, Inc. (BGHI) Companies
The allowance for all materials, supplies, and services that are sold or transferred between any divisions,
subdivisions, subsidiaries, or affiliates under common control shall be on the basis of cost incurred (FAR
31.205.26(e)). However, allowance may be at price when it is the established practice of the transferring
organization to price inter-organizational transfers at other than cost for commercial work, when the item
being transferred qualifies for an exception (FAR 15.403-1(b)), and the Contracting Officer has not
determined the price to be unreasonable.
APR’s must consult the Louis Berger Procurement Manager for specific guidance when subcontracting to
other BGHI Companies.
2.5 Competition Requirements
2.5.1 Adequate Price Competition
It is Louis Berger’s practice to obtain adequate price competition (i.e., soliciting at least two responsive
suppliers) for all procurements over the micro-purchase threshold ($3,000).Please refer to Exhibit A.
Circumstances necessitating departure from this practice must be documented. Procurements under
applicable thresholds may be awarded without competition if the price is considered by the PR to be
reasonable, but to the extent practicable purchases will be equitably distributed among qualified vendors.
To be considered a competitive procurement, the following requirements shall be met:

• The solicitations provided to prospective suppliers shall be identical.
• Each proposal shall be fully responsive to the solicitation.
• Proposals shall be received prior to the established due date and time.
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• If a significant price difference exists, fact-finding, clarification and analysis shall be accomplished
to determine responsiveness and reasonableness
2.5.2 Other Than Adequate Price Competition
The absence of competitive bidding can have serious quality, delivery and price implications; however,
there are certain valid considerations that warrant the restriction of sources:
• Only one responsible source and no other supplies or services will satisfy agency requirements
(FAR 6.302-1).
• Unusual and compelling urgency (FAR 6.302-2).
• Industrial mobilization; engineering, developmental, or research capability; or expert services
(FAR 6.302-3).
• International agreement (FAR 6.302-4).
• Authorized or required by statute (FAR 6.302-5).
• National security (FAR 6.302-6).
• Public interest (FAR 6.302-7).
Non-competitive procurements shall not be justified on the basis of 1) lack of advance planning by the
requiring activity or 2) concerns related to the amount of funds available (i.e., funds will expire).
Regardless of the degree of competition, all prices must be determined to be fair and reasonable. See
Section 3.7.4.
2.5.2.1 Sole Source Procurement
For sole source procurements, the reason shall be documented by the requestor in a sole
source justification and forwarded with the purchase requisition for approval by the
Procurement Manager. The justification will indicate whether the source is client directed,
engineering directed, the only (sole) source for a proprietary item, or the only qualified
source.
Sole source justification is accomplished by completing a Sole Source Justification Form (see
Exhibit B – Forms, 7.3.5.15 Sole Source Justification Form - Commercial). The sole source
justification must address, at a minimum:
• Identification of the customer

• Nature and/or description of the action being approved.
• A description of the supplies or services required to meet the agency’s needs (including
the estimated value).
• An explanation of the proposed supplier’s unique qualifications or the nature of the
acquisition that justifies a sole source award.
• A description of the market research conducted (see FAR Part 10) and the results or a
statement of the reason market research was not conducted.
• Any other facts and circumstances supporting the use of other than adequate price
competition
2.5.2.2 Named Subcontractors
Named subcontractors and suppliers in a proposal will not require sole source justification.
Those subcontractors named and budgeted for in contract award require no further
competitive considerations for those tasks proposed and awarded in the prime contract.
Those named subcontractors’ prices have been determined fair and reasonable by the
customer at the time of contract award.
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2.6 Preparation of Solicitations (RFP/RFQ)
A solicitation must be prepared in such a manner that it conveys to a prospective offeror exactly what it
will be undertaking in the event that an order is awarded. Therefore, it is necessary for the solicitation to
convey to a prospective offeror the scope of work, technical requirements, contract types, all provisions,
forms, clauses, delivery requirements, etc., which will eventually become part of the resulting subcontract.
This section delineates those matters which the Authorized Procurement Representative must consider in
preparing a solicitation (see Exhibit B – Forms, 7.3.5.16 Request for Proposal-Quotation Checklist-
Federal for RFP Checklist).
2.6.1 Preparing a Solicitation
A solicitation must address the following:

• Solicitation number
• Date prepared
• Date due
• Date delivery is required at destination, or the completion date of the service.
• Name and telephone number of Authorized Procurement Representative
• Name and telephone number of cognizant technical representative
• Item number(s) or description of goods and services, scope of work, etc.
• Quantity(ies) or Unit(s) of measure, if known
• General Provisions and Addendum(s), if required.
• Award Evaluation Criteria
• Pricing instructions
• Schedule requirements (if necessary)
Standard solicitation forms for both Requests for Proposals (RFPs) and Requests for Quotations (RFQs)
should be used, as appropriate, as developed by Corporate Counsel.
2.6.2 Pre-Proposal Site Visit
If necessary, the details of the arrangements for such visits will be specified in the solicitation.
2.6.3 Standard Terms and Conditions
Unless specifically authorized to the contrary by Corporate Counsel (in writing), all solicitations for
procurements over $3,000 will contain the Standard Terms and Conditions as developed by Corporate
Counsel.
2.6.4 Bid Bonds, Performance Bonds, and Payment Bonds
When required by contract, an Authorized Procurement Representative may include the following types of
bonds in the solicitation:
• Bid bonds;
• Performance bonds;
• Payment bonds;
• Completion Bonds;
• Mobilization Bonds;
• Defects Liability Bonds.
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Any required bonds should be reviewed by Legal Counsel in accordance with the DRAM.
2.6.5 Insurance Coverage for Work Site
Solicitations for procurements requiring performance at an Louis Berger work site require that each
vendor provide a Certificate of Liability Insurance. An executed certificate must be obtained prior to
commencement of site work. Where an insurance certificate previously obtained from a particular vendor
indicated coverage is in effect during the period of the proposed procurement, an additional certificate for
the new procurement action need not be obtained.
2.6.6 Contract Flow-Down Clauses
Solicitations must incorporate the FAR (or other U.S. Federal Government Agency Regulations)
requirements of the contemplated contract award. Some flow down provisions are mandatory by their
terms.
Each U.S. federally-funded contract and resulting procurement action must be individually evaluated for
flow down requirements. The Contracts Administrator will prepare flow downs on a project by project
basis and disseminate to supporting Authorized Procurement Representatives. Contract flow down
provisions are to be appropriately tailored and incorporated into the solicitation and the resulting
Subcontracts/Purchase Orders discussed in Section 2.9 of this Policy. Documented evidence for
appropriate incorporation of flow-down clauses is required in the Procurement File (see Exhibit B - Forms
for an example of a Procurement Documentation Checklist, 7.3.5.23 Procurement Documentation
Checklist - Federal) prior to Subcontract/Purchase Order award.
2.6.7 Representations and Certifications
Representations and Certifications are required for any procurements exceeding $3,000 that will be direct
charged to U.S. federally-funded government contracts. They are necessary to ensure Louis Berger
complies with various Public Laws.
Standard representations and certifications are updated as may be necessary. The Authorized
Procurement Representative must include the appropriate Representation and Certification package as a
part of the solicitation and request suppliers to return the completed documentation as a part of their
proposal response.
For work performed entirely overseas, the Authorized Procurement Representative, in conjunction with
the Contracts Administrator, should determine the necessary representations from requirements of the
prime contract and appropriately tailor the contents of the standard Representations and Certifications
applicable to the solicitation. Any prime contract-unique representations and certifications should be
added by the APR Authorized Procurement Representative as an addendum to the standard
representations and certifications. The APR Authorized Procurement Representative shall use Louis
Berger’s forms and will not accept in its place the seller’s representations and certifications format unless
approved by the Procurement Manager with concurrence of the Legal Department. It is the APR’s
Authorized Procurement Representative responsibility to ensure that the representations and
certifications are completely and satisfactorily executed.
The completed representations and certifications shall be maintained as a part of the permanent
subcontract/purchase order file. Each supplier, by signing the representations and certifications package,
agrees to inform Louis Berger in writing if any of their certifications or representations becomes invalid.
A fully executed original representation and certification package must be received from the supplier prior
to the award of any subcontracts or purchase orders greater than $3,000.
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2.6.8 Defense Priorities and Allocations System (DPAS) (FAR 11.6)
If the prime contract includes a DPAS rating, the rating must be extended to lower tier suppliers. DPAS-
rated orders must be accepted by suppliers unless rejected in accordance with FAR 11.6. Suppliers are
required to give DPAS rated orders priority over other contracts as needed to meet delivery requirements.
The DPAS ratings where applicable must be shown on all purchase requisitions, request for quotations,
and all POs and SCs under federal contracts. Place DPAS information in the Priority Block of DMCS
orders in the following format: “DPAS-DC-03” or “DPAS-N/A” (substitute proper DPAS rating).
2.7 Handling of Proposals
This section deals with the period between the issuance of solicitations and evaluation of offers.
2.7.1 Pre-Proposal Conferences
Whenever considered advantageous, particularly for more complex or unusual procurements, a pre-
proposal conference may be held with prospective vendors. The primary objectives of such conferences
are to avoid production and/or construction problems and attempt to preclude supplier contingency items
and reduce contingency pricing from appearing in offers. Specifically, such conferences are to:
• At the beginning of a conference, and as appropriate during the conference, the Authorized
Procurement Representative, in concert with Technical project personnel, must clearly state to
the prospective vendors that any information and/or opinions expressed are solely "for
information purposes only," and are not to be considered as supplementing or modifying the
formal solicitation document(s), unless a specific addendum, modification or revision to the
solicitation is issued in writing.
• Changes or clarifications found to be necessary as a result of a pre-proposal conference will be
included in an amendment to the solicitation. Those prospective suppliers who do not attend the
conference may be eliminated from further consideration for award.
2.7.2 Extension of Due Date
Solicitations should allow sufficient time to permit the preparation and submission of offers before the
specified due date. However, in the event a prospective offeror requests an extension to a due date, and
such extension is both justifiable and compatible with Louis Berger requirements, an extension may be
granted by the Authorized Procurement Representative. An extension to a due date, if appropriate, will
also be extended to all other qualified sources.
2.7.3 Opening of Proposals
Proper receipt of proposals by two persons, with time/date stamp; and placed in a secure location. They
must remain secured until they are opened.
Opening will occur at a time and place designated by the Authorized Procurement Representative. The
Authorized Procurement Representative will be responsible for opening and maintaining the Proposals
throughout the bid evaluation phase. Under special circumstances, the Authorized Procurement
Representative may authorize opening of a proposal prior to the specific date if only one vendor has been
solicited. The Authorized Procurement Representative must time/date stamp each proposal received and
placed in a secure and locked container. They should remain locked until they are opened.
2.7.4 Late Proposals and Modifications
Proposals and modifications thereto are late if received after the due date and time specified in the
solicitation. They will be marked "Late Proposals" and either placed in the procurement file or returned to
the bidder, as dictated by customer preference.
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Louis Berger reserves the right to consider late proposals so long as it determined to be in the customer’s
best interest and does not preclude compliance with contract requirements.
2.7.5 Handling of Proposals Following Opening of Proposals
The requirements of this part apply to all proposals received in response to a solicitation. In all cases
where it is necessary to disseminate information, each individual involved will assure that vendor prices
will not be transmitted to personnel who do not have a bona fide need to know in order for them to carry
out their responsibilities. One copy of each proposal must be retained in the procurement file.
In addition, the following safeguards are to be observed:
• All copies of proposals must be kept in a closed repository (i.e., filing cabinet or desk) until order
placement or cancellation of the subcontract or purchase order.
• Pricing information will only be disseminated if so determined by the Authorized Procurement
Representative and documented in the file. The procurement file should include the name(s) and
position of such persons, an explanation of the need to know and the written approval of the
Authorized Procurement Representative.
2.7.6 Disclosure of Information
After receipt of proposals, written or oral discussions may be conducted with all responsible and
responsive offerors.
Louis Berger policy with respect to disclosure of information to offerors is as follows:

• Prior to award, information concerning offers such as relative standing, names of offerors, etc.,
will not be revealed.
• After award, the name of the successful offeror should be given to all unsuccessful offerors if
requested. In no event will any vendor's cost breakdown, profit, overhead rates, trade secrets or
other confidential information be disclosed to another vendor.
2.8 Evaluation and Negotiation of Proposals
This section delineates the actions that the Authorized Procurement Representatives must take in
evaluating proposals received in response to a solicitation.
2.8.1 Mistakes in Proposals and Withdrawal or Modifications of Proposals
In the event of an error in a proposal in the total amount, the unit price will prevail. If an offeror asserts
error in an offer prior to or after award, the Authorized Procurement Representative will require the offeror
to submit a written explanation of the circumstances with full documentation in support of the assertion.
If it is clear (without doubt) that a mistake in the proposal has been made, the Authorized Procurement
Representative may permit the offeror to withdraw his or her proposal. However, if the offeror requests
modification in lieu of withdrawal, clear and convincing explanation of the mistake and the actual price
intended will be requested from him/her. Modification after the proposal document date will be permitted
only in unusually clear cases of a bona fide mistake that is well documented by the offeror and each such
instance will require approval of the Authorized Procurement Representative.
2.8.2 Solicitation Evaluation
After all proposals have been received, the Authorized Procurement Representative will initiate the
process for selecting the successful offeror. He or she will evaluate the offer in view of the following
criteria for determining best value:
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• Price/Cost
• Technical responsiveness
• Delivery Date/Period Of Performance
2.8.3 Technical Evaluation
Proposals for complex or unusual items/services, involving specifications and/or drawings or complex
"Statements of Work (SOW)" will be submitted to the requestor for technical evaluation in accordance
with the award criteria listed in the solicitation; however, all pricing information will be removed from the
solicitation package by the Authorized Procurement Representative prior to submission to the requestor.
Upon completion of the technical evaluation, the requestor will submit the results to the Authorized
Procurement Representative, in writing on a Technical Evaluation Form (see Exhibit B – Forms, 7.3.5.17
Technical Evaluation Form-Federal indicating which proposals are technically acceptable and which bids
are technically not acceptable. Reasons for disqualification of a proposal as "technically not acceptable"
must be clearly, succinctly and without bias stated in the evaluation.
2.8.4 Price/Cost Analysis
To assure that Louis Berger is paying a fair and reasonable price for the goods and services we procure,
a price or cost analysis or some combination of the two must be performed on all procurements greater
than Policy applicability thresholds. Price analysis refers to any method of analyzing pricing that does not
evaluate individual elements of cost. It is the traditional method for evaluating the price of standard or
routine goods or services offered. Price analysis usually involves comparing prices from different sources.
Cost analysis is performed when price analysis is not possible or practicable and entails detail analysis of
cost data and estimates supporting a bidder’s proposed price. Subcontractors/vendors under U.S.
federally-funded contracts are required to submit certified cost or pricing data if, (a) Louis Berger was
required to submit certified cost or pricing in connection with prime contract award, (b) the procurement is
expected to exceed $650,000 and (c) the price is not based on adequate price competition, catalog or
market prices, or set by law or regulation.
2.8.4.1 Price Analysis
Price analysis is the most-used method to determine a fair and reasonable price because it is
less complex and time-consuming than other methods. A form of price analysis is to be used
on every purchasing action. In order of preference, the accepted forms of price analysis are:
1. Adequate price competition (comparison of 2 or more competitive bids)
2. Prices set by law or regulation
3. Established catalog or market prices
4. Comparison to previous competitive purchases
5. Comparison to a valid in-house cost estimate.
Adequate price competition exists when:
• Two or more responsible offerors, competing independently, submit priced offers that
satisfy the Louis Berger’s expressed requirement. There was a reasonable expectation,
based on market research or other assessment, that two or more responsible offerors,
competing independently, would submit priced offers in response to the solicitation’s
expressed requirement, even though only one offer is received from a responsible
offeror.
• Price analysis clearly demonstrates that the proposed price is reasonable in comparison
with current or recent prices for the same or similar items, adjusted to reflect changes in
market conditions, economic conditions, quantities, or terms and conditions under
contracts that resulted from adequate price competition.
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2.8.4.2 Cost Analysis
Cost analysis will be performed on any procurement when cost or pricing data is required
from the prospective supplier or subcontractor. The requirement will be incorporated in the
prime contract, and flowed down to subcontracts as applicable, pursuant to FAR 15.403 and
FAR 15.408. The purpose of cost analysis is to assure that subcontractor’s proposed costs
and related negotiated subcontract price are reasonable in relationship to the work to be
undertaken by the subcontractor or supplier. The Procurement Manager should be contacted
for assistance in regard to all procurements where cost or pricing data is required. See
Appendix I for further information regarding Truth In Negotiations Act (TINA) requirements.
“Cost analysis” means the review and evaluation of the separate cost elements and proposed
profit of (a) a bidder’s or contractor’s cost or pricing data and (b) the judgmental factors
applied in projecting from the data to the estimated costs, in order to form an opinion on the
degree to which the proposed costs represent what the cost of the contract should be,
assuming reasonable economy and efficiency.
“Cost or pricing data” means all facts as of the date of price agreement that prudent buyers
and sellers would reasonably expect to affect price negotiation significantly. Cost or pricing
data are factual, not judgmental, and are therefore verifiable. While they do not indicate the
accuracy of the prospective contractor’s judgment about estimated future costs or
projections, they do include the data forming the basis for that judgment. Cost or pricing data
are more than historical accounting data; they are all the facts that can be reasonably
expected to contribute to the soundness of estimates of future costs and to the validity of
determinations of costs already incurred. They also include such factors as (1) vendor
proposals; (2) nonrecurring costs; (3) information on changes in production methods and in
production or purchasing volume; (4) data supporting projections of business prospects and
objectives and related operations costs; (5) unit-cost trends such as those associated with
labor efficiency; (6) make-or-buy decisions; (7) estimated resources to attain business goals;
and (8) information on management decisions that could have a significant bearing on costs.
Cost analysis of a cost proposal involves verification of cost data and examination of specific
reasonableness of the proposed costs and the basis on which particular costs are allocated
to the contract.
It should be emphasized that cost analysis operates more to control and reduce costs than to
restrict profit. If costs are overestimated or if they contain provisions for events unlikely to
occur, they may generate more excessive profits than an overly generous profit allowance
would. Thus, cost analysis extends to two areas: (1) the reasonableness of the amounts
stated, and (2) the necessity for incurring certain costs. As a minimum the rationale for
accepting and/or rejecting each element of cost should be included in the cost analysis.
Cost comparisons should be one of the first steps in the analytic process, since comparisons
of cost elements often disclose areas requiring further scrutiny. It might involve a comparison
of the vendor’s or subcontractor’s historical or estimated costs with its latest income or
operating statement. Comparison of this kind relies on recorded costs derived from the
subcontractor’s or supplier’s accounting records. Note that Facilities Capital Cost of Money is
an allowable cost pursuant to Cost Accounting Standard (CAS) 414, when performing cost
analysis. This part of cost analysis may be performed through audit assistance.
The extent or depth of cost analysis should be calibrated to ensure reasonableness of prices,
taking into account the expected dollar value of the procurement and the time available for
evaluation. The possible benefits of cost analysis should not be outweighed by the
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administrative cost to Louis Berger and the supplier or subcontractor of performing the cost
analysis.
In accordance with FAR 15.406-2, a supplier submitting Cost or Pricing Data must certify that
to the best of its knowledge and belief, the Cost or Pricing Data were current, accurate, and
complete as of the date of agreement on price or, if applicable, an earlier date agreed upon
between the parties that is as close as practicable to the date of agreement on price.
2.8.5 Audit Assistance
Although Louis Berger is responsible for auditing certain of its supplier’s or subcontractor's cost proposals
on Federal government contracts, certain cases may arise that will require assistance from a government
auditing agency. For example, when a supplier or subcontractor refuses to allow Louis Berger access to
its internal cost or pricing data, or the relationship between Louis Berger and the supplier or subcontractor
is of such a nature that proprietary information might be divulged, the Procurement Manager shall
formally request audit assistance from the government's Project Contracting Officer (PCO). If the PCO
determines that an assist audit is in the best interest of the government, the PCO will coordinate with a
knowledgeable government auditing agency, such as the Defense Contract Audit Agency (DCAA), to
perform the audit.
2.8.6 Negotiation
A qualified Louis Berger representative will negotiate the subcontract. This will be the Authorized
Procurement Representative, Project Manager or other qualified person with appropriate delegated
authority.
There are several important guidelines authorized negotiators should keep in mind when negotiating
prices with suppliers:
• Prepare for and carefully plan your negotiation strategy. Negotiation is the most effective tool for
achieving the full purchasing value for supplies/services at the lowest cost;
• Negotiation is not a substitute for competition, but complements it (i.e., there is no prohibition to
negotiating prices after the bidder has otherwise been selected in a competitive process);
• Negotiation activities should be documented in the Procurement file including rationale to justify
and support action taken.
The main purpose of negotiation is to reach an agreement on price and terms that are acceptable to both
parties entering into the agreement. All of the essential elements of a subcontract may be open for
negotiation, such as completion dates, specifications, prices, and terms and conditions.
An agenda should be developed and the negotiation meeting conducted accordingly to maintain an
orderly presentation and discussion of subject matter.
The following activities are part of the negotiation process:

• Gather comments and facts from those who reviewed the Quotation.
• Ensure that the negotiation team includes qualified personnel in the specific areas where
negotiation support is expected (e.g., Project Manager, Project Engineer, and Procurement).
• Establish the location and arrangements for the negotiation.
• Perform pre-negotiation analysis to evaluate the bidder’s price proposal. Ascertain the
reasonableness of the quoted price and cost breakdowns, particularly those relating to direct
labor rates, cost of materials, and overhead costs, as well as qualifications of labor and materials.
• Ensure that appropriate cost/price analysis techniques are used based on: the clarity of the
specifications, the extent of competition, and the availability of cost and price history data and the
reliability of in-house estimates.
• Meet with the team to familiarize them with the plans developed for negotiation.
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If exceptions are taken to the terms and conditions provided with the solicitation, negotiations must occur
with the bidder to resolve the exceptions. Prior to any oral or written agreement with the bidder relative to
modification of the terms and conditions, the responsible project manager, or Authorized Procurement
Representative, must contact the Procurement Manager and Corporate Counsel to obtain approval of the
modifications. Only when approval has been given to the modified terms and conditions shall a bidder,
whose bid is otherwise the most advantageous, be recommended for award of the subcontract. However,
pending resolution of exceptions, the bidder shall be placed on notice by the Authorized Procurement
Representative that no contract has been formed until exceptions are resolved.
2.8.6.1 Memorandum of Negotiation
For negotiated procurements (regardless of the degree of complexity) in excess of $100,000,

documentation must be maintained in the procurement file. A memorandum of price
negotiation will be promptly prepared depicting the elements discussed and explaining the
basis for determination that the price is fair and reasonable.
At a minimum, the following elements should appear in the memorandum:

• Type of action (new procurement, option, modification)
• Extent of competition
• Statement that offers were evaluated using only the criteria in the solicitation
• The results of the technical proposal review
• An explanation of how the awardee was determined to be responsible
• An explanation of how the competitive range was established
• Most significant issues affecting the price (for complex actions, a chronology may be
necessary); Negotiation results (final price, terms, etc.)
• Determination that the price negotiated is fair and reasonable.
2.8.7 Basis of Award
Based on the Technical and Price analyses as well as negotiations where applicable, the award will be
made to the lowest responsible offeror providing best value to Louis Berger/the customer, price and other
factors considered.
For procurements over Policy thresholds, a “Basis of Award” form (see Exhibit B – Forms, 7.3.5.19 Basis
of Award Form-Federal) must be completed and retained in the procurement file to ensure required
procurement activities were performed in accordance with this Policy. This form must be signed by a
2.9 Award
This section identifies the documents to be used and the preparation of same for all procurement actions.
Purchase Orders are used for the procurement of goods. Subcontracts are used for the procurement of
services.
2.9.1 Advance Notification and Consent
Unless approved in the original prime contract, all fixed price subcontracts exceeding $100,000 (the
Simplified Acquisition Threshold) in value and all other subcontract types, regardless of value, require
Contracting Officer consent to contract before award. This must be obtained by the Authorized
Procurement Representative prior to procurement award and documented in the contract file.
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Prior Consent is a written consent, requested by Louis Berger and signed by the appropriate customer
representative, which authorizes the award of a procurement and is received by Louis Berger prior to
award.
Since the requirements for advance notification and consent are determined by the prime contract,
Authorized Procurement Representatives should discuss with the Contracts Administrator to determine
consent and/or notification requirements under a government contract.
The Project Managers will assist the Authorized Procurement Representative to provide the following
supporting documentation with the advance notification and/or prior consent, if applicable, at that time of
the procurement:
• A description of the supplies or services;
• Identification of the type of subcontract to be used;
• Identification of the proposed Subcontractor;
• Proposed subcontract price;
• The Subcontractor’s current, complete, and accurate cost or pricing data and Certificate of
Current Cost or Pricing Data, if required;
• The Subcontractor’s Disclosure Statement or Certificate relating to Cost Accounting Standards
when such data are required; and
• Negotiation memorandum
• Insurance-bonding, special requirements
• Consent Requests shall address the considerations specified in FAR 44.202-2.
• Price reasonableness justification (i.e. price/cost analysis)
2.9.2 Purchase Order Preparation
The standard Purchase Order (PO) form is developed by Corporate Counsel and maintained by the
Procurement Manager (see Exhibit B – Forms, 7.3.5.29 Purchase Order-Federal ).
The Purchase Order is the formal contractual written instrument between Louis Berger and the supplier. It
may also serve as a written modification to a previously issued order.
The purchase order will be prepared as specified below.
Basic Data:
• Order number and date of order
• Page number and number of pages
• Vendor's name, address, point of contact and phone number
• Ship to address/FOB point
• Work order/job order #/Contract Line Item Number (CLIN) #
• Standard Terms and Conditions
• Mode of shipment (ship via)
• Delivery/completion date
• Item number or project number
• Complete description of items or services identifying all applicable technical requirements
• Quantity, unit, unit price and total for each item
• Authorized Procurement Representative
• Authorized Procurement Representative contact information
• Total of order
• Mandatory contract flow down clauses
• Authorized signature (see DRAM).
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2.9.3 Purchase Order Authorization
Purchase Orders must be approved in accordance with the Delegation of Responsibility and Authority
Manual (DRAM). The Authorized Procurement Representative will then arrange for timely distribution of
the order to the supplier.
2.9.3.1 Authorization Conflicts
The DRAM prescribes those parties required for the authorization of a purchase order.
Authorization is required by two parties prior to the commitment of Louis Berger funds. Where
differences of professional opinion arise during the co-authorization process, the Group Vice
President is responsible for resolution. The Group Vice President’s determination is final.
2.9.4 Subcontract Preparation
Listed below are the items of information to be incorporated, attached or referenced in Louis Berger’s
subcontracts. While certain elements are common to all subcontracts, some are dependent upon the
circumstances of the relationship and nature of the work procured.
Standard subcontract language is maintained on the Louis Berger Intranet Website by Corporate
Counsel. Common elements for consideration by the Authorized Procurement Representative in
preparing a subcontract include:
• Identification of the contracting parties and their addresses.
• Signature block for execution of the subcontract by representatives of both companies (should
include “Signature”, “Name”, “Title” and “Date” for both parties.
• Subcontract Number - A unique number to identify the subcontract.
• Subcontract Value - The total value of the subcontract expressed, depending upon contract type
• “Not to Exceed” price for flexibly priced subcontracts, as applicable
• Objective of the subcontract - a brief statement to set forth the purpose for the subcontract.
• Contract line item (CLIN) structure (as applicable):
• Identify and segregate the work or products specified for performance or delivery under the
subcontract.
• Subcontract administration points of contact.
• Expression of Louis Berger any technical or program representatives’ authority.
• Payment terms
• Invoicing instructions regarding detail and format, where necessary
• Frequency, amount and on what basis the subcontractor can submit invoices to Louis Berger for
payment under the subcontract.
• Progress Payments - if progress payments are permitted under the subcontract, the terms should
be expressed in detail.
• Payment schedule - if the subcontract is to contain a milestone schedule or progress schedule,
the schedule and terms should be detailed.
• Terms of payment to be made by Louis Berger.
• Invoice address and instructions.
• Period of performance:
a. Effective date (start date of performance or authorization) of the subcontract.
b. Effective dates and periods of line items or phases of the contract, if applicable.
• Modification provisions.
• Indemnification provisions
• Warranty provisions.
• Confidentiality provisions.
• List of Specifications (if any) - applicable product specifications, tolerances, quality specifications,
etc.
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• Statement of Work
• Project Schedules, including the following:
a. Product and/or service delivery schedules (including status reports)
b. Schedules for provision of customer-furnished or Louis Berger-furnished items (equipment,
information, etc.).
c. Project reviews and presentations (including location, purposes, etc.).
• Place of performance.
• Work for hire notification.
• Intellectual property rights.
• Delivery method and location.
• Mandatory Contract flow down clauses
In lieu of the above, FIDIC conditions of contracts are an acceptable alternative. For access to FIDIC
conditions, Red Book – Construction Contract, Yellow Book – Plant and Design-Build Contract, and
others that may be considered, go to www.fidic.org.
Louis Berger employees will follow the internal review and approval responsibilities stipulated within Louis
Berger’s Delegation of Responsibilities and Authorities Manual (DRAM) when utilizing FIDIC conditions of
contracts.
2.9.5 Subcontract Authorization
Subcontracts must be approved in accordance with the Delegation of Responsibility and Authority Manual
(DRAM).
The DRAM prescribes those parties required for the authorization of a subcontract.
President is responsible for resolution in consultation with the COO.
2.9.6 Letter Subcontracts
A letter subcontract is a written, preliminary contractual instrument that authorizes the supplier to
immediately begin manufacturing supplies or performing services. Letter subcontracts should only be
utilized in unusual or compelling situations and for a period of less than 60 days to permit a formal
contract to be written and executed. A letter subcontract is the exception, not the rule, and never
becomes the standard method of operation in advance of negotiations and the issuance of a definitive
Purchase Order or Subcontract. Administrative convenience does not justify the use of a letter
subcontract.
Use a Letter Subcontract in any one of the following situations:

• When Louis Berger's interests demand that the supplier be given a binding commitment so that
work can start immediately; or
• When the PR cannot negotiate and definitize a subcontract in sufficient time to otherwise meet a
client or management requirement; or
• When Louis Berger's requirement is of such an unusual and compelling urgency that Louis
Berger or its client would be seriously injured unless a letter subcontract is issued.
2.9.6.1 Letter Subcontract Preparation

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Authorized Procurement Representatives must address requirements, special terms and

conditions, flowdowns, etc. If such information is not clearly stated within the Letter
Subcontract or incorporated by reference, this information will not be considered as a part of
the letter subcontract, and it may not be able to be negotiated into the resultant definitive
agreement.
Develop a definitization schedule to ensure the supplier is aware of the anticipated dates of
negotiation dates for fact-finding, negotiations, and definitization in the Letter Subcontract. At
a minimum, the schedule must provide for definitization of the agreement either before:
• 60th day from the date of the Letter Subcontract; or

• Completion of fifty percent (50%) of the estimated definitive agreement value; or
• Forty percent (40%) of the work is performed.
Include a firm-fixed price or an overall price ceiling (stated as of a Not-to-Exceed amount) in

all letter subcontracts and obtain a proposed budget or time-phased funding projection, if
applicable, from the supplier.
2.9.6.2 Letter Subcontract Authorization
Louis Berger employees will follow the internal review and approval responsibilities stipulated
within Louis Berger’s Delegation of Responsibility and Authority Manual (DRAM) for all
procurement awards.
2.10 Monitoring of Supplier Performance
2.10.1 Technical Performance and Cost Management
The supplier is ultimately responsible for performance, compliance with labor regulations, supervision,
scheduling, and quality control of the work according to terms of the purchase order or subcontract.
Nonperformance occurs when the supplier fails to fulfill a contractual obligation concerning quality, scope,
schedule, or safety. Nothing can eliminate the possibility of nonperformance. It is the joint responsibility of
the Technical project members and the Authorized Procurement Representative to identify potential
problems and address them before they affect the project schedule or quality of work. Technical project
members monitor on-site technical performance of the project and communication with customer
technical oversight members. Authorized Procurement Representatives monitor administrative
compliance aspects of subcontract performance. For this purpose, Technical project personnel and
Authorized Procurement Representatives coordinate with and rely on various project disciplines such as
Program Management, Quality Assurance/Quality Control, Health Safety & the Environment, scheduling,
etc. to oversee and validate subcontractor performance and acceptance. The project members engaged
for this purpose will vary by the particular project organization, the matters requiring resolution and other
factors as dictated by the circumstances. Supplier surveillance unique to a particular project will be
addressed in that project’s procurement plan, where required.
When a potential problem is identified Technical project personnel, the Authorized Procurement
Representative, and other relevant Louis Berger personnel shall meet with the supplier to develop a
strategy for resolving the problem and establishing the plan to resolve and monitor the situation. The
Authorized Procurement Representative thoroughly documents the circumstances leading to
nonperformance in the procurement file. If the supplier does not correct the deficiency according to the
approved plan, then Louis Berger may exercise its right to take over or supplement the supplier's work.
As a general rule, this right is not exercised without the coordination between the Louis Berger
Procurement Manager, project management, and the Corporate Counsel.
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During supplier performance, circumstances may arise where a supplier intends to participate in value
engineering efforts pursuant to their contract (in accordance with FAR 48). In such circumstances, the
Procurement Manager should be consulted to coordinate, arrange for “acceptance” and/or address
unique contractual terms that may be necessary.
Additionally, it is the Project Manager’s responsibility to ensure that all contract required inspections are
performed timely and in accordance with Louis Berger’s subcontract/PO requirements (e.g. Government
source inspection requirements pursuant to FAR 46.505, 52.246).
At subcontract close-out, the Authorized Procurement Representative will request the requestor or Project
Manager to rate the supplier’s performance as “acceptable” or “unacceptable.” Such ratings will be
maintained by the Procurement Department and will be referenced in connection with future
procurements.
When the subcontract is other than firm-fixed-price, a Authorized Procurement Representative (charged
with formal subcontract administration duties) must maintain surveillance over subcontract costs to keep
current with the financial aspects of the Louis Berger prime contract such as:
• Ensure work-in-progress or delivery is commensurate with reimbursements;

• Incurred cost audit of subcontracts and progress payments (document criteria for waiving audits,
or notify the government when access to subcontractor records is denied);
• Submission of annual incurred cost proposal (notify the government when access to
subcontractor records is denied)
2.10.2 Acceptance or Rejection of Work
The first objective is to ensure that vendor deliveries are made in accordance with set delivery schedules.
Therefore, the Authorized Procurement Representative, relying on Program Management input, will
assure that the supplier complies with the contractually agreed upon delivery schedule.
A Material Inspection and Receiving Report (see Exhibit B - Forms, 7.3.5.22 Material Inspection and
Receiving Report - Federal) will be completed by the Project Manager or his designee for receiving the
materials acknowledging formal acceptance of goods in accordance with contract specifications. In the
case of services, a subcontract payment voucher must be completed by the Project Manager prior to
approval of a subcontractor invoice. The subcontractor payment voucher serves as acknowledgement of
acceptable delivery of services in accordance with the terms and conditions of the subcontract.
2.10.2.1 Return/Rejection of Materials/Services
The Louis Berger policy is to reject all non-conforming goods or services.
All Louis Berger personnel charged with contractor surveillance will document
findings/reviews/inspections in writing and assure that one (1) copy of each is forwarded to
the Authorized Procurement Representative for inclusion in the Procurement File.
Non-conforming goods or services will be corrected as follows (in order of preference):

• Request the vendor to restock/re-perform any unacceptable quantities/portions of the
contract
• Allow contract performance after obtaining adequate form of consideration
• Agree to an equitable adjustment and modify the contract accordingly
• Repurchase any unacceptable quantities/portions of the contract and collect excess costs
from the delinquent vendor, or
• Terminate the contract.
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2.10.3 Backcharges
A backcharge reduces the value of a subcontract. A backcharge is defined as a billing to the

subcontractor for costs incurred by Louis Berger to:
• Provide, correct, repair, or replace nonconforming materials and equipment set forth in
subcontractor statement of work.
• Repair existing project facilities damaged by subcontractor's construction activities.
• Provide construction materials, equipment, utilities and other services, including the unloading
and storing of materials and equipment, set forth in subcontractor's statement of work.
Upon the identification of a backcharge condition, Louis Berger's Project Manager or designee, in
connection with the assigned Authorized Procurement Representative, will immediately notify the
subcontractor's designated representative. Louis Berger will request the subcontractor's suggested
method of handling the problem or accept the backcharge.The subcontractor will first be given the
opportunity to inspect and correct the condition (when possible) within a period determined acceptable by
the Project Manager. The Project Manager shall consider all recommended methods of correction, with
project schedule a priority consideration, and will select the method most economical and advantageous
to Louis Berger and/or its client. Backcharges will be based on Louis Berger’s incurred costs plus
reasonable fee commensurate with the circumstances.
Backcharges shall be clearly identified (with supporting explanation as necessary) and deducted from the
subcontractor's most recent invoice. Louis Berger will withhold retention until backcharges have been
resolved to the satisfaction of Louis Berger.
The PR will execute a subcontract modification before closeout to account for backcharges and adjust the
final subcontract price accordingly.
2.11 Changes and Additional Scope
Any modification to an agreement after execution constitutes a change to that agreement. Oral
instructions given to a supplier can become a legally binding change to a written agreement. Therefore, to
prevent costly misunderstandings, to protect the integrity of the agreement documents, and to reduce the
potential for claims and disputes, Authorized Procurement Representatives and other field personnel
should:
• Ensure subcontractors understand and comply with notification of changes provisions of Louis
Berger’s subcontracts
• Determine if instructions and directions constitute a change to the procurement agreement’s
scope of work
• Issue written instructions and directions when possible
• Formalize changes with bilateral change orders as soon as possible.
The Authorized Procurement Representative works with other project disciplines to ensure that schedule
and price adjustments conform to project requirements. Adding work that is materially different from the
original work scope may necessitate a new procurement. When considering modifying an agreement to
accommodate a change in work scope, the Authorized Procurement Representative should evaluate
whether the additional work falls within the general scope of the original subcontract or whether it is in
Louis Berger’s best interest to initiate a new procurement action. If the work is of a different type or
involves a significant increase in work scope or price when compared to the original agreement, the
normal practice would be to solicit competitive bids before awarding the work unless compelling sole-
source justifications exist.
Changes to a PO/SC price must be accompanied by an appropriate price analysis and related price
reasonableness determination/justification.
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2.12 Payment of Invoices
Invoices submitted by the subcontractor for supplies and/or services will be examined and verified for
compliance with the appropriate terms of the contract in accordance with the Delegation of Responsibility
and Authority Manual (DRAM). Such examination and verification will be extended to the supplementary
documents that may be required to support the invoice and will cover the unit and total prices,
advance/progress payments, cash discounts negotiated, quantities of the supplies and/or services
specified by the contractual instrument, proof of satisfactory quality and inspection, evidence of delivery,
and fulfillment of such other obligations by the contractor as stipulated in the contractual instrument (i.e.,
training, handbooks, O&M Manuals, etc.).
Subcontractor billings are monitored monthly against current subcontract award values.
Subcontract invoices are not to be paid in excess of subcontract values, unless Group Vice President
authorization has been obtained.
Examination and verification of invoices will be performed expeditiously in order to assure that payment
can be promptly effected, and within the period specified under the discount terms, if any.
In case the result of such examination and verification is not satisfactory, the Authorized Procurement
Representative will take appropriate action to correct the deficiency (see above) unless the deficiency is
minor and can be rectified by the vendor payment clerk.
In case the result of such examination and verification is satisfactory, the invoice will be approved and
forwarded to Accounts Payable for payment.
2.12.1 Monitoring of Subcontractor Billing
Subcontractor billings are monitored monthly against current subcontract award values. Subcontract
invoices are not to be paid if in excess of subcontract values.
2.13 Termination
Termination actions may be for the convenience of Louis Berger or for default of the seller. After it has
been determined that it is in the best interests of Louis Berger to terminate a contract, the action must be
approved by the Louis Berger Corporate Counsel and the Division Vice President (see Exhibit B – Forms,
7.3.5.26 Subcontractor Termination Checklist - Federal for Subcontract Termination Checklist.
2.13.1 Termination for Convenience (T for C)
Termination for Convenience normally results from changes in program status under the prime contract
and usually affects all Louis Berger procured items under the particular program. However, the
Authorized Procurement Representative and Procurement Manager will not affect such termination
unless the action has been requested by the Project Manager in consultation with the Division Vice
President and approved by Corporate Counsel. The Authorized Procurement Representative will notify
the seller promptly by email or telephone, giving the facts concerning the termination and will confirm
same in writing. Every effort must be exerted to accomplish termination rapidly and simply as the
occasion will allow, at a fair and equitable adjustment to both parties. Particular care must be taken
toward maintaining a satisfactory relationship between the seller and Louis Berger during and after
termination. All terminations for convenience must comply with FAR Part 49.
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(Note: If the termination is for the Government’s convenience, it must be received by Louis Berger in
writing from the Contracting Officer.)
(http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/49.htm)
2.13.2 Termination for Default
The following factors must be considered when contemplating terminating a contract for default:
• Contractual provisions and applicable laws and regulations

• The seller's specific failure and reasons for such failure
• Availability of the supplies or services from other sources
• Urgency of the need for the supplies or services and a comparison of the time it would take to
obtain them elsewhere with the time when the delinquent contractor could make delivery
• Any other pertinent facts and circumstances.
Having considered the above factors and after a decision has been made by Louis Berger that default
termination is appropriate, the Authorized Procurement Representative will notify the seller in writing of
the termination. All terminations for convenience must comply with FAR Part 49.
(http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/49.htm)
2.14 Close-Out
Contract closure involves several activities. Unlike a purchase order where receipt of the items ordered
and subsequent payment constitute closure, subcontracts require the following:
• All contractual issues must be settled.

• All changes must be incorporated into the final document.
• All deliverable items (hardware, data, and reports) must have been received.
• All bailed (borrowed) equipment must have been returned.
• All classified documents must have been returned.
• Lien waiver must be obtained.
• Final payment must have been made.
Once the Authorized Procurement Representative believes that all these items are complete, the
Authorized Procurement Representative will communicate such to key project personnel. Upon
agreement with project personnel, the Authorized Procurement Representative should document (1) that
all actions are complete and (2) the supplier’s overall performance (see Exhibit B – Forms, 7.3.5.25
Subcontractor Close-out Checklist - Federal for a Subcontract Closeout Checklist).
2.15 Government Property (GP) (FAR Part 45)
As a contractor to the U.S. Federal Government, Louis Berger may be responsible for Government
Property. This practice prescribes the minimum requirements Louis Berger must meet in establishing and
maintaining control over Government Property. The purpose of this practice is to control, protect,
preserve, and maintain all Government Property.
Louis Berger, during the performance of contract work, may acquire property (materials or equipment)
either provided by the Government or by purchasing from outside parties for use in performing the
contract requirements. The property may be consumed in the course of the work or may remain as a
tangible asset after completion of the work. Title to property acquired by Louis Berger and its
subcontractors often transfers to the Government and, as such, requires special control and
administration by Louis Berger. This procedure is prepared in accordance with requirements contained in
FAR Part 45.5, Management of Government Property in Possession of Contractors, and provides
instructions for the control and administration of Government Property.
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2.15.1 Government Property Control Plan
A written property control plan for Government Property issued under a contract must be developed by
Government Property Manager in consultation with the project manager responsible for the contract. The
written property control program must comply with FAR Part 45.5, Management of Government Property
in Possession of Contractors. A written program is not required if the Government Property Administrator
determines that maintaining a written system is unnecessary. The Government Property Administrator is
an assigned project role by the Procurement Manager. The written program is to be reviewed and
approved in writing by the Government Property administrator. It is the responsibility of the project
manager to obtain the approval of the Government Property administrator.
Louis Berger will maintain the records required by the written property control program and account for all
Government Property at each Louis Berger office where the equipment is stored or managed. The project
manager will forward, in a timely manner, copies of the written property control program, physical
inventories, and written communications with the Government Property administrator to the Louis Berger
Procurement Manager.
It is the responsibility of the project manager to require subcontractors provided Government Property
under the prime contract to comply with the requirements of the FAR and the written property control
program. Procedures for assuring subcontractor compliance will be included in the written property
control program.
2.15.2 Property Management
This includes all level of effort used to monitor costs and conduct general correspondence regarding
Government Property for individual contracts. Louis Berger will also perform internal audits and
participate in property audits conducted by the Government Property Administrator.
2.15.3 Tracking and Reporting
Records: Louis Berger will maintain records that list the status, control, and audit trail of Government
Property, such as the contract number, nomenclature, or description of items (including stock numbers, if
known), quantity received, quantity issued, balance on hand, posting reference, date of transaction, unit
price, location and disposition. Louis Berger will systematically update these records to reflect current
usage experience. Records will be maintained and submitted to the Government Property Administrator
in accordance with the due date specified in the individual contract.
Property Management: Louis Berger will investigate and report to the Government Property administrator
all cases of loss, damage, or destruction of Government Property in its possession or control as soon as
the facts become known. Loss, damage, or destruction of Government Property will be reported using the
appropriate agency forms.
Physical Inventories: Louis Berger will have a physical inventory performed for Government Property
possessed and controlled under the contract. The type, frequency, and procedures will be in accordance
with the property control program established for the applicable contract. Louis Berger will maintain
adequate records that reflect the posting of inventory results, such as date, quantity, and any inventory
adjustments as a result of the physical inventory. Results of the physical inventories will be sent to the
Government Property Administrator.
Subcontractor Control: Louis Berger will require Subcontractor’s to perform physical inventories as well.
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2.16 Socioeconomic Programs
It is Louis Berger’s practice to afford Small, Small Disadvantaged/Minority, Women-Owned, Veteran-

Owned and Service-Disabled Veteran-Owned, Historically Underutilized Business Zone (HUBZone) Small
Businesses concerns, Handicapped Workshops, and Historically Black Colleges and Universities and
Minority Institutions the maximum practical opportunity to participate in the performance of subcontracts.
U.S. federally-funded subcontracts in excess of $550,000 ($1,000,000 for construction) require

subcontracting plans, which establish subcontracting goals for small, small disadvantaged, women-
owned, veteran-owned, service-disabled veteran-owned, and HUBZone subcontractors. Louis Berger’s
practice and procedure for the program is fully discussed in Appendix II of this Procurement Policy.
2.17 Maintenance of Files
Each Louis Berger office or project that conducts procurement shall maintain a procurement file
containing files for procurements awarded by the Louis Berger office or project. The Procurement
Manager is responsible to maintain a complete set of all procurement files.
Procurement files are to provide a complete and accurate documentation of the history of the
procurement transaction. Procurement documentation not only provides Louis Berger and its clients with
a historical record of each transaction, but also serves as the basis for resolving client audit questions
and supplier claims, disputes and litigation. Files may be internally or externally audited at any time, and
should include all pertinent procurement data (based on applicable thresholds) including, but not limited
to, the following (See Exhibit B – Forms, for example of Procurement Documentation Checklist, 7.3.5.23
Procurement Documentation Checklist - Federal):
• Approved purchase requisition

• Written solicitation (where required)
• Written responses to RFPs/RFQs (written or transcribed oral)
• Copies of executed Representations and Certifications
• Sole source justification memorandum(if no competition)
• Technical Evaluation
• Price/Cost Analysis
• Memorandum of Negotiations
• Basis of Award Form
• Copy of PO/SC and all change orders
• Insurance certificates
• Copies of suppliers invoices
• Waiver and release of lien form
• PO/SC correspondence, internal and external
• Other PO/SC documentation as required by PO/SC terms and conditions
• Final Contractor Release Forms
A Procurement Documentation Checklist (see Exhibit B – Forms, 7.3.5.23 Procurement Documentation

Checklist - Federal) shall be included in the front of each file indicating the documentation contained
therein.
PO/SC’s over $10,000 shall be maintained in a “tabbed” file format. Each applicable procurement
document shall be included in the PO/SC file at a numbered tab corresponding to the tab numbers listed
on the Procurement Documentation Checklist.
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3.0 Commercial Procurement Procedures
3.1 Introduction
Louis Berger purchases goods, services, and works for clients and general overhead purposes. Our
clients include:
• U.S. Federal Government funded entities.

• Commercial entities (including international institutions, private and public companies, foreign
governments, State Governments and municipalities).
Section 3.0 describes the procedures applicable to Commercial entities and overhead procurements.
The process flow chart shown as Figure 2.0 (next page) illustrates the basic procurement requirements
communicated in this Manual for commercial and overhead procurement and applies to purchases over
$25,000.
3.2 Purchase Requisition
The purpose of the purchase requisition is to provide information that describes the requested goods,
services, or works clearly and completely so that the Authorized Procurement Representative may obtain
acceptable offers to meet the requestor’s needs.
The Louis Berger Group, Inc. Procurement Manual: Purchasing and Subcontracting Business Policy
and Procedures
412 Mount Kemble Avenue Doc. No. PROCURE Rev. No. 1a
Morristown, New Jersey Date: January 2010 Page 39 of 93
Figure 2.0 PROCUREMENT PROCESS (Commercial and Overhead)
Modifications/
Changes
Administration/
Purchase Negotiation and Receipt and
Note 2 RFP/RFQ Proposal Analysis Payment
Requisition Award acceptance of
Goods/Invoice
If under Procurement Thresholds (See Exhibit A – Procurement Thresholds)
Note:
1. The above procurement process is not applicable for the thirteen (13) procurements identified in Section
3.2.1
C:\Users\dgray\Desktop\Group Policy Center - Uploaded\Group Procurement\Policies\Procurement Manual.docx

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3.2.1 Initiation of Purchase Action (Purchase Requisition)
Actions to initiate the procurement of goods and services by the Authorized Procurement Representative
will occur only after receipt of an approved Purchase Requisition. The purchase requisition will be
prepared in conformity with instructions in this part.
Louis Berger employees will complete a purchase requisition for goods, services, or works except for non-
project specific acquisitions within the following fourteen categories:
• Building leases (Rent) and Louis Berger indirect leases
• External seminars and training events for Louis Berger employees (outside of Berger University
Employee benefit programs
• Board of Directors authorized commitments and corporate established committees (e.g., external
audit, internal auditors, external counsel and consultants, etc.)
• Corporate merger and acquisition costs
• Federal, state and local government payment transactions (e.g., IFF, taxes)
• Subscriptions and membership dues
• Daily shipping services (e.g., FEDEX, UPS)
• Charitable contributions and donations consistent with the Berger Code of Business Conduct
• User Software licenses
• Utilities
• Insurance
• Corporate Professional Services (e.g. attorneys, consultants, etc.)
• Travel
3.2.2 Preparation of the Purchase Requisition
The requestor that identifies the need is responsible for preparing the purchase requisition and
identifying, at a minimum:
• Specification or statement of work (SOW)
• Delivery or performance schedules that are realistic and specific
• Packing, transportation and quality requirements
• Special conditions or circumstances, if applicable, to include justification
• Known sources
• Budget estimate
Purchase requisitions that do not contain sufficient information or lack proper documentation to permit
initiation of procurement will not be approved.
3.2.2.1 Describing the Request
• Goods
The item to be acquired must be described in such a way that there will be assurance
that the final contract will result in acquisition of the required product of the desired
quality.
• Services
A description of required services and works must include all that will be required of the
contractor, including standards to which he or she is to perform, frequency, schedule and
recommendation for damages to be charged if contractor fails to perform the service or
deliver a conforming product on time.
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• Required Delivery Date
The required delivery date will be stated in terms of a specific date, e.g., June 30, 20XX,
or for services state the period of performance. Special attention must be given to this
requirement and must take into account lead time required by the Authorized
Procurement Representative to prepare the solicitation, the ability of the market to
respond, and the evaluation of proposals received.
3.2.3 Authorization of Purchase Requisition
Purchase Requisitions must be approved in accordance with the Delegation of Responsibility and
Authority Manual (DRAM) prior to Authorized Procurement Representative sourcing.
3.3 Selecting Procurement Type
Upon receipt of a purchase requisition (receipt by the Authorized Procurement Representative must be
date-stamped on the purchase requisition), the Authorized Procurement Representative will make a
decision regarding the type of procurement action to be used. It is the policy of Louis Berger to use firm
fixed-price (FFP) contracts to the maximum extent practical. On occasion, as the situation and market
place determine, a contract other than FFP may be negotiated. This section describes the various types
of contracts which may be used by Louis Berger and key considerations relevant to the selection of the
most appropriate type for any given procurement action.
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3.3.1 Basic Distinction Amongst Various Types of Procurement Actions
The procurement action types vary as to: (i) degree of responsibility assumed by the Buyer and Seller for
the costs of performance, and (ii) the amount and type of profit incentive offered Seller to achieve or
exceed specified standards or goals. With regard to degree of cost responsibility, at one end is the "firm
fixed price" contract, under which Seller assumes full cost responsibility; at the other end is the "cost-
reimbursement type" contract where fee, rather than price, is fixed and Seller's cost responsibility is
therefore minimal. "Cost-plus-percentage-of-cost" contracts will not be used at any time by Louis Berger.
While it is the policy of Louis Berger to maximize use of fixed price-type contracts, it may be more
appropriate to use a cost type contract. Cost-reimbursement-type contracts are suitable for use only when
uncertainties involved in contract performance do not permit costs to be estimated with sufficient
accuracy to use any type of fixed-price contract. Examples include:
• There is inadequate time to prepare, or other circumstances (fully documented) prevent the
preparation of, plans and specifications that are sufficiently firm to provide assurance against an
excessive number of change orders or amendments due to errors, discrepancies, omissions
and/or inadequate details.
• The work involves developmental or experimental services of large scope and duration.
• The standards of performance (e.g., extremely high standards of cleanliness, purity or quality
control) are so much higher than normal industrial standards as to make it impractical to prepare
appropriate specifications clearly defining the standards required.
• The uncertainties involved in performance are of such magnitude that cost of performance cannot
be estimated with sufficient reasonableness to permit the use of any fixed-price type contract.
3.3.2 Types of Contracts
The selection of a particular type of contract will be based upon the facts surrounding each procurement,
after taking all relevant factors into consideration. Special emphasis should be placed on the nature of the
item to be procured, adequacy and firmness of specifications, urgency of the request, schedule
requirements and ultimate cost to Louis Berger and the customer.
The following types of contracts may be used by Louis Berger and are discussed in detail elsewhere in
this section.
• Firm Fixed Price Contract
• Fixed Price Contract with Economic Price Adjustment
• Cost Reimbursement Contract
• Time and Materials Contract
• Labor Hour Contract
• Corporate Pricing Agreements (COPA)
• Blanket Purchase Agreements
• Other Contract Types
3.3.2.1 Firm Fixed Price Contract
The firm fixed price contract provides for a price which is not subject to any adjustment by
reason of the cost experience of the Seller in the performance of the contract. This type of
contract places maximum risk upon the Seller, imposes a minimum administrative burden on
the contracting parties and provides the Seller with a maximum profit incentive for effective
cost control and performance because the Seller assumes full responsibility, in the form of
profits and losses, for all costs under or over the firm fixed price.
The firm fixed price contract is generally the most preferred "type" and should be used
whenever circumstances do not require use of any other "type."
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The firm fixed price contract will be used when reasonably definite design or performance
specifications are available and whenever fair and reasonable prices can be established at
the outset, such as where:
• Adequate price competition exists.

• Prior purchases of the same or similar products or services under competitive conditions,
or supported by valid cost or pricing data, provide reasonable price comparisons.
• Cost or pricing information is available, permitting the development of realistic estimates
of the probable cost of performance.
• Any other "reasonable" basis for pricing can be used, consistent with the purpose of this
"type" of subcontract.
3.3.2.2 Firm Fixed Price Contract with Economic Price Adjustment
Fixed price contract with economic price adjustment may be used when price adjustment
provisions are necessary to protect the Seller and Louis Berger against significant economic
fluctuations in labor or material costs.
3.3.2.3 Cost Reimbursement Type Contract
3.3.2.3.1 Cost Contract
The cost contract is a cost reimbursement type contract under which the
Seller receives no fee. The cost contract may be appropriate for use in
connection with research and development work.
3.3.2.3.2 Cost-Sharing Contract
A cost-sharing contract is a cost reimbursement contract in which the

contractor receives no fee and is reimbursed only for an agreed-upon
portion of its allowable costs. A cost-sharing contract may be used when
the contractor agrees to absorb a portion of the costs, in the expectation
of substantial compensating benefits.
3.3.2.3.3 Cost-Plus-Award-Fee Contract
A cost-plus-award-fee contract is a cost reimbursement contract that

provides for a fee consisting of: (i) a base fee (which may be zero) fixed
at inception of the contract, and (ii) an award amount, based upon a
judgmental evaluation by the Louis Berger, sufficient to provide
motivation of excellence in contract performance.
3.3.2.3.4 Cost-Plus-Fixed-Fee Contract
A cost-plus-fixed-fee contract is a cost reimbursement contract that

provides for payment to the contractor of a negotiated fee that is fixed (in
terms of total dollars, not percent) at the inception of the contract.
3.3.2.4 Time and Materials
The time and materials contract provides for the purchase of services and ancillary supplies
on the basis of: (i) direct labor hours at specified fixed hourly rate (inclusive of overhead, G&A
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and profit), and (ii) material at cost. Particular care should be taken to apply material handling
costs, if any, to direct material cost and exclude material handling costs from overhead
applied to direct labor.
There are two major disadvantages in this type of contract. First, it does not afford the Seller
any incentive to control the cost of materials or to manage his or her labor force effectively. A
second disadvantage is that the labor and labor costs, in the form of fixed hourly (or
daily/monthly) rates are negotiated at the inception of the contract. If hourly labor costs or
overhead on the job are lower than anticipated, the per-hour profit margin increases for the
Seller with no corresponding equitable adjustment for the Buyer. For these reasons, time and
materials contracts should be used only in specific cases where deemed applicable, as for
example:
• Engineering and design services,

• Repair, maintenance or overhaul work,
• Work to be performed in emergency situations.
• Legal Services
3.3.2.5 Labor Hour
The labor hour type contract is a variant of the time and materials type contract, differing only
in that materials are not supplied by the Seller.
3.3.2.6 Corporate-Pricing Agreements (COPA)
A variety of goods and services are procured under Louis Berger company-wide agreements,
which are referred to as Corporate Pricing Agreements (“COPA”). Examples of these items
are office supplies, travel, hotel, car rental furniture, computers, common material items, etc.,
either for internal use or for use in connection with customer contracts. The Louis Berger
Procurement Manager, or designated Authorized Procurement Representative, maintains
these agreements on behalf of Louis Berger; they seek to represent our aggregated
purchasing requirements to leverage Louis Berger’s position to the best possible advantage
in the marketplace, either regionally or globally. Purchases from suppliers covered under
COPAs generally shorten the acquisition cycle time, as prices, terms, specifications and other
key considerations are often predetermined and service delivery times optimized. COPAs are
generally established for the acquisition of commercial items. Prices and other terms are the
result of at least one of the following: commercial pricing, competition, and/or negotiation.
Accordingly, the procurement files will be maintained by the Procurement Manager.
If applicable to the procurement requirement, APRs should utilize COPAs to the maximum
extent practicable unless there is a compelling and overriding reason to do otherwise. Such
departure shall be documented in the procurement file of the alternate procurement.
3.3.2.7 Blanket Purchase Agreements (BPA)
Similar in many respects to a COPA, Blanket Purchase Agreement (BPA) is a simplified

method of filling anticipated repetitive requirements for supplies or services by established
"charge accounts" with qualified vendors during a specified period (not to exceed 12 months).
BPAs are designed to reduce administrative costs in accomplishing small purchases by
eliminating the need for issuing individually written purchase orders. Insofar as feasible, Louis
Berger will rely extensively on BPAs for recurring purchases of small-dollar size items.
BPAs should be established with sources from which numerous individual purchases will
likely be made. Additionally, BPAs should be re-assessed annually to determine if the BPA is
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still in the best competitive interest of Louis Berger. There are two types of BPAs: unpriced
BPAs and prepriced BPAs.
• Unpriced BPAs
This type of BPA is issued when there is a wide variety of items in a broad class of goods
(e.g., lab supplies) that are generally purchased but the exact items, quantities and
delivery requirements are not known in advance and may vary. An unpriced BPA will be
established without a purchase requisition or a commitment of funds. To the extent
practical, unpriced BPAs for items of the same type should be placed concurrently with
more than one vendor. All qualified competitive sources should be given an equal
opportunity to furnish supplies or services under BPAs.
Orders in excess of Policy applicability thresholds ($25,000 commercial procurement)

placed against unpriced BPAs will be subject to competitive solicitation requirements.
• Prepriced BPAs
This type of BPA is issued when there are repetitive needs for specific items or services,
but the exact quantities and delivery requirements are not known in advance and may
vary.
A purchase requisition containing: (i) description of the required items or services, (ii)
specified period and (iii) estimated quantities for the specified period, is required to estab-
lish a pre-priced BPA.
The prepriced BPA will be issued to the successful bidder who has submitted the most
advantageous offer to Louis Berger, price and other factors considered in response to a
competitive solicitation. BPA’s will include those standard Terms and Conditions
developed by Corporate Counsel.
3.3.2.8 Other Contract Types
Based on a customer’s unique needs, other contract types may be contemplated to procure
goods and/or services. In such circumstances, the Procurement Manager should be
consulted.
3.4 Identifying Sources
The selection of sources involves consideration of a number of factors. The requestor may recommend
sources; however, the decision to solicit various sources is the sole responsibility of the Authorized
Procurement Representative. This section delineates those matters that the Authorized Procurement
Representative must take into consideration in formulating source lists.
3.4.1 Selection of Prospective Suppliers
The Authorized Procurement Representative should take into consideration the following factors when
formulating source lists:
• Louis Berger master vendor list/procurement history file
• Technical and business reputation of a company
• Past performance of a company, if previously used by Louis Berger
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• Recommended sources (input from the requestor)

• Recommendations from other sources
• Information obtained from trade fairs, catalogs, trade journals, sales literature and other
publications
• Published registers, such as the "Thomas Register"
• Purchasing source lists
• Internet research
• Authorized Procurement Representative's knowledge and experience
• Professional associations
• Contacts with salespersons and vendor representatives
• General Services Administration (GSA) sources
When a large number of prospective suppliers for a given item or service exist, and it is impractical to
send a solicitation to each one, the solicitation should be rotated in such a manner as to provide as many
competent suppliers as practicable the opportunity to render an offer.
Louis Berger is committed to a policy of adequate price competition, and solicitation of offers is not limited
to any maximum number of bidders/offerors by this Policy. Under competitive award circumstances, Louis
Berger will seek to obtain offers from at least two (2) qualified sources.
3.4.2 Supplier Due Diligence
In connection with any procurement, it is Louis Berger’s practice to make a reasonable inquiry into
potential bidders’ capabilities and qualifications. The specified criteria are as follows:
• Have adequate financial resources to perform the contract, or the ability to obtain them
• Be able to comply with the required or proposed delivery or performance schedule, taking into
consideration all existing commercial and government business commitments
• Have a satisfactory performance record. A prospective contractor shall not be determined
responsible or non-responsible solely on the basis of a lack of relevant performance history
• Have a satisfactory record of integrity and business ethics
• Have the necessary organization, experience, accounting and operational controls, and technical
skills, or the ability to obtain them
• Have the necessary production, construction, and technical equipment and facilities, or the ability
to obtain them
• Be otherwise qualified and eligible to receive an award under applicable laws and regulations
Some research may be necessary to establish these considerations prior to solicitation and award.
Research and conclusions drawn must be documented and maintained in the procurement file if an
award is made.
Prior to the award of an acquisition in excess of $100,000, the PR will, as necessary and appropriate for
the circumstances, research financial and operational responsibility of the prospective supplier via any
one or all of the following methods to ensure the supplier has adequate financial resources:
• Dun & Bradstreet
• Public filings
• SEC filings
• Annual reports
3.4.3 Debarred, Suspended, Ineligible Suppliers
It is Louis Berger practice that prior to the execution of any procurement the Authorized Procurement
Representative must verify that the vendor is not currently listed in the most current “Excluded Parties List
System” (https://www.epls.gov/). The Authorized Procurement Representative must document this
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verification in the Procurement File (see Exhibit B - Forms for Procurement Documentation Checklist,
7.3.5.08 Procurement Documentation Checklist - Commercial). This should be done prior to solicitation
and the day of procurement execution. The Authorized Procurement Representative shall not award any
procurement to a supplier that has been debarred, suspended, or proposed for debarment unless there
are compelling reasons to do so. Additional research may be needed according to specific requirements
of countries or funding agencies.
3.4.4 Pre-Approved Supplier Lists
Where Louis Berger projects, divisions, and offices expect to routinely acquire certain products or
services, or where Louis Berger customers stipulate specific supplier requirements, responsible
Authorized Procurement Representatives should maintain pre-approved supplier lists to minimize
repetitive supplier due diligence inquiries. Appropriate supplier due diligence is required when suppliers
are added to the approved supplier list and such due diligence must be documented and maintained
regardless of whether or not the supplier is awarded an Louis Berger procurement.
Authorized Procurement Representatives, with input from Project Managers or other qualified operations
personnel, will identify the key criteria necessary to become an “approved supplier” and evaluate
prospective suppliers against those criteria. Louis Berger does not require that procurements be limited to
approved suppliers if new supply alternatives are identified. However, due diligence must be performed
for new (not pre-approved) suppliers.
Supplier pre-approval alone is not a sufficient reason to issue a sole-source procurement to that supplier,
unless the pre-approved supplier is a named subcontractor or teaming partner in connection with an
Louis Berger prime contract award. Otherwise, sole or single source awards to pre-approved suppliers
must be justified in accordance with Section 3.5.2.1 and the award value must be determined affirmatively
to be fair and reasonable using the evaluation techniques set forth in Section 3.8.
3.4.5 Procurement with Non-U.S. Suppliers
Louis Berger APRs must ensure that any foreign procurement is conducted in strict compliance with Louis
Berger policies and certain U.S. and foreign laws. Louis Berger APRs must check with Corporate Counsel
to determine current compliance requirements. All foreign procurements will be conducted under the
following U.S. laws and regulations, as applicable:
• Arms Export Control Act and International Traffic in Arms Regulations 22 C.F.R. §120-130(ITAR),
as procurements may relate to the transfer, retransfer and export of technical data, assistance,
hardware, or software by any means, including facsimile, telephone, or other electronic means
(www.atf.gov/pub/fire-explo_pub/aeca.htm);
• Export Administration Act and Export Administration Regulations 15 C.F.R. § 730-774 (EAR);
• Foreign Corrupt Practices Act 15 U.S.C. §§ 78dd-1 (FCPA), including identifying whether a
foreign official has any ownership or other beneficial interest in the foreign subcontractor/supplier
or whether any foreign official is a stockholder, director, officer, employee, agent or representative
of the foreign subcontractor/supplier;
• U.S. and foreign customs regulations, including import duties and requests for duty-free entry;
• U.S. anti-boycott regulations and U.S. Government sanctions and embargoes (Cuba, Libya, etc.);
• Office of Foreign Assets Control 31 C.F.R. 500 and others (OFAC) restrictions on conducting
business or transferring funds to denied individuals, entities, or countries
• Bureau of Alcohol, Tobacco and Firearms (BATF) regulations; (www.atf.gov/)
• U.S. Government regulations governing the transportation and storage of hazardous materials;
• Buy American Act, Trade Agreements Act, North American Free Trade Agreements Act (NAFTA)
and other trade laws;
• Foreign currency exchange control regulations;
• Foreign tax laws;
• Laws and regulations restricting sourcing of certain goods to U.S. and Canadian concerns; and
• American Recovery and Reinvestment Act
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3.4.5.1 Considerations When Selecting a Foreign Supplier
Before award to a foreign supplier, the PR must consider the following:
• Political and economic stability of the country where the foreign supplier is located;
• If payments will not be in U.S. Currency, coordination with the Corporate Treasury
Department and the CFO is required;
• Whether support for the product will be available from the foreign supplier after delivery;
• Certification requirements, including those required by ITAR Part 130 regarding the
payment of fees or commissions (refer to legal);
• Certification requirements under Foreign Military Financing (FMF), using Defense
Security Cooperation Agency (DSCA) guidelines (refer to corporate counsel);
• Choice of law -- U.S. state law, with certain reservations (check with Corporate Counsel)
selecting law of foreign supplier's country, or third country law;
• Foreign Government tax and security requirements;
• The need for export licenses, re-export, and technology transfer authorizations, and other
government approvals;
• Potential requirements for customer notification prior to bidding or awarding contracts
with foreign concerns;
• Excluded Party List requirements; and
• Customer specific requirements.
3.4.5.2 Import/Export Considerations When Selecting a Foreign Supplier
The Louis Berger’s Corporate Compliance and Ethics Officer coordinates all licensing
activities and submits all required import and export authorization documents to the
appropriate U.S. Government agency for approval. Refer to the Export Compliance Policy for
further reference.
7.2.2.09 Export Compliance
3.5 Competition Requirements
3.5.1 Adequate Price Competition
It is Louis Berger’s practice to obtain adequate price competition (i.e., soliciting at least two responsive
suppliers) for all procurements over Procurement Policy thresholds ($25,000 for commercial and
overhead, $3,000 for U.S. Federal).Circumstances necessitating departure from this practice must be
documented. Procurements under applicable thresholds may be awarded without competition if the price
is considered by the PR to be reasonable, but to the extent practicable purchases will be equitably
distributed among qualified vendors.
To be considered a competitive procurement, the following requirements shall be met:
• The solicitations provided to prospective suppliers shall be identical.
• Each proposal shall be fully responsive to the solicitation.
• Proposals shall be received prior to the established due date and time.
• If a significant price difference exists, fact-finding, clarification and analysis shall be accomplished
to determine responsiveness and reasonableness.
3.5.2 Other Than Adequate Price Competition
The absence of competitive bidding can have serious quality, delivery and price implications; however,
there are certain valid considerations that warrant the restriction of sources:
• Only one responsible source and no other supplies or services will satisfy agency requirements;
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• Unusual and compelling urgency;

• Industrial mobilization; engineering, developmental, or research capability; or expert services;
• International agreement;
• Authorized or required by statute;
• National security; and
• Public interest.
Non-competitive procurements shall not be justified on the basis of 1) lack of advance planning by the
requiring activity or 2) concerns related to the amount of funds available (i.e., funds will expire).
Regardless of the degree of competition, all prices must be determined to be fair and reasonable. See
Section 3.7.4.
3.5.2.1 Sole Source Procurement
For sole source procurements, the reason shall be documented by the requestor in a sole
source justification and forwarded with the purchase requisition for approval by the
Procurement Manager. The justification will indicate whether the source is client directed,
engineering directed, the only (sole) source for a proprietary item, or the only qualified
source.
Sole source justification is accomplished by completing a Sole Source Justification Form

(See Exhibit B – Forms, 7.3.5.02 Sole Source Justification Form - Commercial). The sole
source justification must address, at a minimum:
• Identification of the customer,
• Nature and/or description of the action being approved,
• A description of the supplies or services required to meet the agency’s needs (including
the estimated value),
• An explanation of the proposed supplier’s unique qualifications or the nature of the
acquisition that justifies a sole source award,
• A description of the market research conducted and the results or a statement of the
reason market research was not conducted, and
• Any other facts and circumstances supporting the use of other than adequate price
competition.
3.5.2.2 Named Subcontractors
Named subcontractors and suppliers in a proposal will not require sole source justification.
Those subcontractors named and budgeted for in contract award require no further
competitive considerations for those tasks proposed and awarded in the prime contract.
Those named subcontractors’ prices have been determined fair and reasonable by the
customer at the time of contract award.
3.6 Preparation of Solicitations (RFP/RFQ)
A solicitation must be prepared in such a manner that it conveys to a prospective offeror exactly what it
will be undertaking in the event that an order is awarded. Therefore, it is necessary for the solicitation to
convey to a prospective offeror the scope of work, technical requirements, contract types, all provisions,
forms, clauses, delivery requirements, etc., which will eventually become part of the resulting subcontract.
This section delineates those matters which the Authorized Procurement Representative must consider in
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preparing a solicitation (also see Exhibit B – Forms for RFP Checklist, 7.3.5.03 Request for Proposal-
Quotation Checklist - Commercial).
3.6.1 Preparing a Solicitation
A solicitation must address the following:

• Solicitation number
• Date prepared
• Date due
• Date delivery is required at destination, or the completion date of the service.
• Name and telephone number of Authorized Procurement Representative
• Name and telephone number of cognizant technical representative
• Item number(s) or description of goods and services, scope of work, etc.
• Quantity(ies) or Unit(s) of measure, if known
• General Provisions and Addendum(s), if required
• Award Evaluation Criteria
• Pricing instructions
• Schedule requirements (if necessary)
• Standard solicitation forms for both Requests for Proposals (RFPs) and Requests for Quotations
(RFQs) should be used, as appropriate, as developed by Corporate Counsel.
3.6.2 Pre-Proposal Site Visit
If necessary, the details of the arrangements for such visits will be specified in the solicitation.
3.6.3 Standard Terms and Conditions
Unless specifically authorized to the contrary by Corporate Counsel (in writing), all solicitations for
procurements over $25,000 will contain the Standard Terms and Conditions as developed by Corporate
Counsel.
3.6.4 Bid Bonds, Performance Bonds, and Payment Bonds
When required by contract, an Authorized Procurement Representative may include the following types of
bonds in the solicitation:
• Bid bonds,
• Performance bonds,
• Payment bonds,
• Completion bonds, or
• Mobilization bonds
• Defects Liability Bonds
Any required bonds should be reviewed by Legal Counsel in accordance with the DRAM.
3.6.5 Insurance Coverage for Work Site
Solicitations for procurements requiring performance at an Louis Berger work site require that each
vendor provide a Certificate of Liability Insurance. An executed certificate must be obtained prior to
commencement of site work. Where an insurance certificate previously obtained from a particular vendor
indicated coverage is in effect during the period of the proposed procurement, an additional certificate for
the new procurement action need not be obtained.
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3.7 Handling of Proposals
This section deals with the period between the issuance of solicitations and evaluation of offers.
3.7.1 Pre-Proposal Conferences
Whenever considered advantageous, particularly for more complex or unusual procurements, a pre-
proposal conference may be held with prospective vendors. The primary objectives of such conferences
are to avoid production and/or construction problems and attempt to preclude supplier contingency items
and reduce contingency pricing from appearing in offers. The following procedures should occur:
• At the beginning of a conference, and as appropriate during the conference, the Authorized
Procurement Representative, in concert with Technical project personnel, must clearly state to
the prospective vendors that any information and/or opinions expressed are solely "for
information purposes only," and are not to be considered as supplementing or modifying the
formal solicitation document(s), unless a specific addendum, modification or revision to the
solicitation is issued in writing.
• Changes or clarifications found to be necessary as a result of a pre-proposal conference will be
included in an amendment to the solicitation. Those prospective suppliers who do not attend the
conference may be eliminated from further consideration for award.
3.7.2 Extension of Due Date
Solicitations should allow sufficient time to permit the preparation and submission of offers before the
specified due date. However, in the event a prospective offeror requests an extension to a due date, and
such extension is both justifiable and compatible with Louis Berger requirements, an extension may be
granted by the Authorized Procurement Representative. An extension to a due date, if appropriate, will
also be extended to all other qualified sources. Proper receipt of proposals by two persons should include
a time/date stamp and be placed in a secured and locked container. They should remain locked until they
are opened.
3.7.3 Opening of Proposals
Opening will occur at a time and place designated by the Authorized Procurement Representative. The
Authorized Procurement Representative will be responsible for opening and maintaining the Proposals
throughout the bid evaluation phase. Under special circumstances, the Authorized Procurement
Representative may authorize opening of a proposal prior to the specific date if only one vendor has been
solicited. The Authorized Procurement Representative must time/date stamp each proposal received and
placed in a secure location.
3.7.4 Late Proposals and Modifications
Proposals and modifications thereto are late if received after the due date and time specified in the
solicitation. They will be marked "Late Proposals" and either placed in the procurement file or returned to
the bidder, as dictated by customer preference.
Louis Berger reserves the right to consider late proposals so long as it determined to be in the customer’s
best interest and does not preclude compliance with contract requirements.
3.7.5 Handling of Proposals
The requirements of this part apply to all proposals received in response to a solicitation. In all cases
where it is necessary to disseminate information, each individual involved will assure that vendor prices
will not be transmitted to personnel who do not have a bona fide need to know in order for them to carry
out their responsibilities. One copy of each proposal must be retained in the procurement file.
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In addition, the following safeguards are to be observed:

• All copies of proposals must be kept in a closed repository (i.e., filing cabinet or desk) until order
placement or cancellation of the subcontract or purchase order.
• Pricing information will only be disseminated if so determined by the Authorized Procurement
Representative and documented in the file. The procurement file should include the name(s) and
position of such persons, an explanation of the need to know and the written approval of the
3.7.6 Disclosure of Information
After receipt of proposals, written or oral discussions may be conducted with all responsible and
responsive offerors.
Louis Berger policy with respect to disclosure of information to offerors is as follows:

• Prior to award, information concerning offers such as relative standing, names of offerors, etc.,
will not be revealed.
• After award, the name of the successful offeror should be given to all unsuccessful offerors if
requested. In no event will any vendor's cost breakdown, profit, overhead rates, trade secrets or
other confidential information be disclosed to another vendor.
3.8 Evaluation and Negotiation of Proposals
This section delineates the actions that the Authorized Procurement Representatives must take in
evaluating proposals received in response to a solicitation.
3.8.1 Mistakes in Proposals and Withdrawal or Modifications of Proposals
In the event of an error in a proposal in the total amount, the unit price will prevail. If an offeror asserts
error in an offer prior to or after award, the Authorized Procurement Representative will require the offeror
to submit a written explanation of the circumstances with full documentation in support of the assertion.
If it is clear (without doubt) that a mistake in the proposal has been made, the Authorized Procurement
Representative may permit the offeror to withdraw his or her proposal. However, if the offeror requests
modification in lieu of withdrawal, clear and convincing explanation of the mistake and the actual price
intended will be requested from him/her. Modification after the proposal document date will be permitted
only in unusually clear cases of a bona fide mistake that is well documented by the offeror and each such
instance will require approval of the Authorized Procurement Representative.
3.8.2 Solicitation Evaluation
After all proposals have been received, the Authorized Procurement Representative will initiate the
process for selecting the successful offeror. He or she will evaluate the offer in view of the following
criteria for determining best value:
• Price/Cost
• Technical responsiveness
• Delivery Date/Period of Performance
3.8.3 Technical Evaluation
Proposals for complex or unusual items/services, involving specifications and/or drawings or complex
"Statements of Work (SOW)" will be submitted to the requestor for technical evaluation in accordance
with the award criteria listed in the solicitation; however, all pricing information will be removed from the
solicitation package by the Authorized Procurement Representative prior to submission to the requestor.
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Upon completion of the technical evaluation, the requestor will submit the results to the Authorized
Procurement Representative, in writing on a Technical Evaluation Form (see Exhibit B – Forms 7.3.5.04
Technical Evaluation Form - Commercial ) indicating which proposals are technically acceptable and
which bids are technically not acceptable. Reasons for disqualification of a proposal as "technically not
acceptable" must be clearly, succinctly and without bias stated in the evaluation.
3.8.4 Price/Cost Analysis
To assure that Louis Berger is paying a fair and reasonable price for the goods and services we procure,
a price or cost analysis or some combination of the two must be performed on all procurements greater
than Policy applicability thresholds ( >$25,000). Price analysis refers to any method of analyzing pricing
that does not evaluate individual elements of cost. It is the traditional method for evaluating the price of
standard or routine goods or services offered. Price analysis usually involves comparing prices from
different sources.
3.8.4.1 Price Analysis
Price analysis is the most-used method to determine a fair and reasonable price because it is
less complex and time-consuming than other methods. A form of price analysis is to be used
on every purchasing action. In order of preference, the accepted forms of price analysis are:
• Adequate price competition (comparison of 2 or more competitive bids)

• Prices set by law or regulation
• Established catalog or market prices
• Comparison to previous competitive purchases
• Comparison to a valid in-house cost estimate.
Adequate price competition exists when:
• Two or more responsible offerors, competing independently, submit priced offers that
satisfy the Louis Berger’s expressed requirement. There was a reasonable expectation,
based on market research or other assessment, that two or more responsible offerors,
competing independently, would submit priced offers in response to the solicitation’s
expressed requirement, even though only one offer is received from a responsible
offeror.
• Price analysis clearly demonstrates that the proposed price is reasonable in comparison
with current or recent prices for the same or similar items, adjusted to reflect changes in
market conditions, economic conditions, quantities, or terms and conditions under
contracts that resulted from adequate price competition.
3.8.5 Negotiation
A qualified Louis Berger representative will negotiate the subcontract. This will be the Authorized
Procurement Representative, Project Manager or other qualified person with appropriate delegated
authority.
There are several important guidelines authorized negotiators should keep in mind when negotiating
prices with suppliers:
• Prepare for and carefully plan your negotiation strategy. Negotiation is the most effective tool for
achieving the full purchasing value for supplies/services at the lowest cost;
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• Negotiation is not a substitute for competition, but complements it (i.e., there is no prohibition to
negotiating prices after the bidder has otherwise been selected in a competitive process);
• Negotiation activities should be documented in the Procurement file including rationale to justify
and support action taken.
The main purpose of negotiation is to reach an agreement on price and terms that are acceptable to both
parties entering into the agreement. All of the essential elements of a subcontract may be open for
negotiation, such as completion dates, specifications, prices, and terms and conditions.
An agenda should be developed and the negotiation meeting conducted accordingly to maintain an
orderly presentation and discussion of subject matter.
The following activities are part of the negotiation process:

• Gather comments and facts from those who reviewed the Quotation.
• Ensure that the negotiation team includes qualified personnel in the specific areas where
negotiation support is expected (e.g., Project Manager, Project Engineer, and Procurement).
• Establish the location and arrangements for the negotiation.
• Perform pre-negotiation analysis to evaluate the bidder’s price proposal. Ascertain the
reasonableness of the quoted price and cost breakdowns, particularly those relating to direct
labor rates, cost of materials, and overhead costs, as well as qualifications of labor and materials.
• Ensure that appropriate cost/price analysis techniques are used based on: the clarity of the
specifications, the extent of competition, and the availability of cost and price history data and the
reliability of in-house estimates.
• Meet with the team to familiarize them with the plans developed for negotiation.
If exceptions are taken to the terms and conditions provided with the solicitation, negotiations must occur
with the bidder to resolve the exceptions. Prior to any oral or written agreement with the bidder relative to
modification of the terms and conditions, the responsible project manager, or Authorized Procurement
Representative, must contact the Procurement Manager and Corporate Counsel to obtain approval of the
modifications. Only when approval has been given to the modified terms and conditions shall a bidder,
whose bid is otherwise the most advantageous, be recommended for award of the subcontract. However,
pending resolution of exceptions, the bidder shall be placed on notice by the Authorized Procurement
Representative that no contract has been formed until exceptions are resolved.
3.8.6 Basis of Award
Based on the Technical and Price analyses as well as negotiations where applicable, the award will be
made to the lowest responsible offeror providing best value to Louis Berger/the customer, price and other
factors considered.
For procurements over Policy thresholds, a “Basis of Award” form (see Exhibit B – Forms 7.3.5.06 Basis
of Award Form - Commercial) must be completed and retained in the procurement file to ensure required
procurement activities were performed in accordance with this Policy. This form must be signed by a
3.9 Award
This section identifies the documents to be used and the preparation of same for all procurement actions.
Purchase Orders are used for the procurement of goods. Subcontracts are used for the procurement of
services.
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3.9.1 Purchase Order Preparation
The standard Purchase Order (PO) form is maintained by Corporate Counsel and maintained by the
Procurement Manager. The Purchase Order is the formal contractual written instrument between Louis
Berger and the supplier. It may also serve as a written modification to a previously issued order.
The purchase order will be prepared as specified below.
Basic Data:
• Order number and date of order
• Page number and number of pages
• Vendor's name, address, point of contact and phone number
• Ship to address/FOB point
• Work order/job order #/Contract Line Item Number (CLIN) #
• Mode of shipment (ship via)
• Delivery/completion date
• Item number or project number
• Complete description of items or services identifying all applicable technical requirements
• Quantity, unit, unit price and total for each item
• Authorized Procurement Representative contract information
• Total of order
• Authorized signature (see DRAM).
3.9.2 Purchase Order Authorization
Purchase Orders must be approved in accordance with the Delegation of Responsibility and Authority
Manual (DRAM). The Authorized Procurement Representative will then arrange for timely distribution of
the order to the supplier.
The DRAM prescribes those parties required for the authorization of a purchase order.
3.9.3 Subcontract Preparation
Listed below are the items of information to be incorporated, attached or referenced in Louis Berger’s
subcontracts. While certain elements are common to all subcontracts, some are dependent upon the
circumstances of the relationship and nature of the work procured.
Standard subcontract language is maintained by Louis Berger Intranet Website Corporate Counsel.
Common elements for consideration by the Authorized Procurement Representative in preparing a
subcontract include:
• Identification of the contracting parties and their addresses.
• Signature block for execution of the subcontract by representatives of both companies (should
include “Signature”, “Name”, “Title” and “Date” for both parties.
• Subcontract Number - A unique number to identify the subcontract.
• Subcontract Value - The total value of the subcontract expressed, depending upon contract type.
• “Not to Exceed” price for flexibly priced subcontracts, as applicable.
• Objective of the subcontract - a brief statement to set forth the purpose for the subcontract.
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• Contract line item (CLIN) structure (as applicable).

• Identify and segregate the work or products specified for performance or delivery under the
subcontract.
• Subcontract administration points of contact.
• Expression of Louis Berger any technical or program representatives’ authority.
• Payment terms.
• Invoicing instructions regarding detail and format, where necessary.
• Frequency, amount and on what basis the subcontractor can submit invoices to Louis Berger for
payment under the subcontract.
• Progress Payments - if progress payments are permitted under the subcontract, the terms should
be expressed in detail.
• Payment schedule - if the subcontract is to contain a milestone schedule or progress schedule,
the schedule and terms should be detailed.
• Terms of payment to be made by Louis Berger.
• Invoice address and instructions.
• Period of performance:
a) Effective date (start date of performance or authorization) of the subcontract.
b) Effective dates and periods of line items or phases of the contract, if applicable.
• Modification provisions.
• Indemnification.
• Warranty provisions.
• Confidentiality provisions.
• List of Specifications (if any) - applicable product specifications, tolerances, quality specifications,
etc.
• Statement of Work.
• Project Schedules, including the following:
a.) Product and/or service delivery schedules (including status reports).
b.) Schedules for provision of customer-furnished or Louis Berger-furnished items (equipment,
information, etc.).
c.) Project reviews and presentations (including location, purposes, etc.).
• Place of performance.
• Work for hire notification.
• Intellectual property rights.
• Delivery method and location.
• Standard Terms and Conditions.
3.9.4 Subcontract Conflicts
Subcontracts must be approved in accordance with the Delegation of Responsibility and Authority Manual
(DRAM).
3.9.4.1 Authorization Disputes
The DRAM prescribes those parties required for the authorization of a subcontract.
3.9.5 Letter Subcontracts
A letter subcontract is a written, preliminary contractual instrument that authorizes the supplier to
immediately begin manufacturing supplies or performing services. Letter subcontracts should only be
utilized in unusual or compelling situations and for a period of less than 60 days to permit a formal
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contract to be written and executed. A letter subcontract is the exception, not the rule, and never
becomes the standard method of operation in advance of negotiations and the issuance of a definitive
Purchase Order or Subcontract. Administrative convenience does not justify the use of a letter
subcontract.
Use a Letter Subcontract in any one of the following situations:

• When Louis Berger's interests demand that the supplier be given a binding commitment so that
work can start immediately; or
• When the PR cannot negotiate and definitize a subcontract in sufficient time to otherwise meet a
client or management requirement; or
• When Louis Berger's requirement is of such an unusual and compelling urgency that Louis
Berger or its client would be seriously injured unless a letter subcontract is issued.
3.9.5.1 Letter Subcontract Preparation

Authorized Procurement Representatives must address requirements, special terms and
conditions, flowdowns, etc. If such information is not clearly stated within the Letter
Subcontract or incorporated by reference, this information will not be considered as a part of
the letter subcontract, and it may not be able to be negotiated into the resultant definitive
agreement.
Develop a definitization schedule to ensure the supplier is aware of the anticipated dates of
negotiation dates for fact-finding, negotiations, and definitization in the Letter Subcontract. At
a minimum, the schedule must provide for definitization of the agreement either before:
• 60 day from the date of the Letter Subcontract; or

• Completion of fifty percent (50%) of the estimated definitive agreement value; or
• Forty percent (40%) of the work is performed.
Include a firm-fixed price or an overall price ceiling (stated as of a Not-to-Exceed amount) in

all letter subcontracts and obtain a proposed budget or time-phased funding projection, if
applicable, from the supplier.
3.9.5.2 Letter Subcontract Authorization
Louis Berger employees will follow the internal review and approval responsibilities stipulated
within Louis Berger’s Delegation of Responsibility and Authority Manual (DRAM) for all
procurement awards.
3.10 Monitoring of Supplier Performance
3.10.1 Technical Performance and Cost Management
The supplier is ultimately responsible for performance, compliance with labor regulations, supervision,
scheduling, and quality control of the work according to terms of the purchase order or subcontract.
Nonperformance occurs when the supplier fails to fulfill a contractual obligation concerning quality, scope,
schedule, or safety. Nothing can eliminate the possibility of nonperformance. It is the joint responsibility of
the Technical project members and the Authorized Procurement Representative to identify potential
problems and address them before they affect the project schedule or quality of work. Technical project
members monitor on-site technical performance of the project and communication with customer
technical oversight members. Authorized Procurement Representatives monitor administrative
compliance aspects of subcontract performance. For this purpose, Technical project personnel and
Authorized Procurement Representatives coordinate with and rely on various project disciplines such as
Program Management, Quality Assurance/Quality Control, Health Safety & the Environment, scheduling,
etc. to oversee and validate subcontractor performance and acceptance. The project members engaged
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for this purpose will vary by the particular project organization, the matters requiring resolution and other
factors as dictated by the circumstances. Supplier surveillance unique to a particular project will be
addressed in that project’s procurement plan, where required.
When a potential problem is identified Technical project personnel, the Authorized Procurement
Representative, and other relevant Louis Berger personnel shall meet with the supplier to develop a
strategy for resolving the problem and establishing the plan to resolve and monitor the situation. The
Authorized Procurement Representative thoroughly documents the circumstances leading to
nonperformance in the procurement file. If the supplier does not correct the deficiency according to the
approved plan, then Louis Berger may exercise its right to take over or supplement the supplier's work.
As a general rule, this right is not exercised without the coordination between the Louis Berger
Procurement Manager, project management, and the Corporate Counsel.
At subcontract close-out, the Authorized Procurement Representative will request the requestor or Project
Manager to rate the supplier’s performance as “acceptable” or “unacceptable.” Such ratings will be
maintained by the Procurement Department and will be referenced in connection with future
procurements.
Additionally it is the Project Managers responsibility to ensure that all contract required inspections are
performed timely and in accordance with Louis Berger/subcontract/PO requirements.
When the subcontract is other than firm-fixed-price, a Authorized Procurement Representative (charged
with formal subcontract administration duties) must maintain surveillance over subcontract costs to keep
current with the financial aspects of the Louis Berger prime contract such as:
• Ensure work-in-progress or delivery is commensurate with reimbursements;
• Incurred cost audit of subcontracts and progress payments (document criteria for waiving audits,
or notify the government when access to subcontractor records is denied);
• Submission of annual incurred cost proposal (notify the government when access to
subcontractor records is denied)
3.10.2 Acceptance or Rejection of Work
The first objective is to ensure that vendor deliveries are made in accordance with set delivery schedules.
Therefore, the Authorized Procurement Representative, relying on Program Management input, will
assure that the supplier complies with the contractually agreed upon delivery schedule.
A Receiving Report will be completed by the Project Manager or his designee is responsible for
acknowledging formal acceptance of goods in accordance with contract specifications. In the case of
services, a subcontract payment voucher must be completed by the Project Manager prior to approval of
a subcontractor invoice. The subcontractor payment voucher serves as acknowledgement of acceptable
delivery of services in accordance with the terms and conditions of the subcontract.
3.10.2.1 Return/Rejection of Materials/Services
The Louis Berger policy is to reject all non-conforming goods or services.
All Louis Berger personnel charged with contractor surveillance will document
findings/reviews/inspections in writing and assure that one (1) copy of each is forwarded to
the Authorized Procurement Representative for inclusion in the Procurement File.
Non-conforming goods or services will be corrected as follows (in order of preference):
• Request the vendor to restock/re-perform any unacceptable quantities/portions of the

contract
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• Allow contract performance after obtaining adequate form of consideration

• Agree to an equitable adjustment and modify the contract accordingly
• Repurchase any unacceptable quantities/portions of the contract and collect excess costs
from the delinquent vendor, or
• Terminate the contract.
3.10.3 Backcharges
A backcharge reduces the value of a subcontract. A backcharge is defined as a billing to the

subcontractor for costs incurred by Louis Berger to:
• Provide, correct, repair, or replace non-conforming materials and equipment set forth in
subcontractor statement of work.
• Repair existing project facilities damaged by subcontractor's construction activities.
• Provide construction materials, equipment, utilities and other services, including the unloading
and storing of materials and equipment, set forth in subcontractor's statement of work.
Upon the identification of a backcharge condition, Louis Berger's Project Manager or designee, in
connection with the assigned Authorized Procurement Representative, will immediately notify the
subcontractor's designated representative. Louis Berger will request the subcontractor's suggested
method of handling the problem or accept backcharge, The subcontractor will first be given the
opportunity to inspect and correct the condition (when possible) within a period determined acceptable by
the Project Manager. The Project Manager shall consider all recommended methods of correction, with
project schedule a priority consideration, and will select the method most economical and advantageous
to the Louis Berger its client. Backcharges will be based on Louis Berger’s incurred costs plus reasonable
fee commensurate with the circumstances.
Backcharges shall be clearly identified (with supporting explanation as necessary) and deducted from the
subcontractor's most recent invoice. Louis Berger will withhold retention until backcharges have been
resolved to the satisfaction of Louis Berger.
The PR will execute a subcontract modification before closeout to account for backcharges and adjust the
final subcontract price accordingly.
3.11 Changes and Additional Scope
Any modification to an agreement after execution constitutes a change to that agreement. Oral
instructions given to a supplier can become a legally binding change to a written agreement. Therefore, to
prevent costly misunderstandings, to protect the integrity of the agreement documents, and to reduce the
potential for claims and disputes, Authorized Procurement Representatives and other field personnel
should:
• Ensure subcontractors understand and comply with notification of changes provisions of Louis
Berger’s subcontracts
• Determine if instructions and directions constitute a change to the procurement agreement’s
scope of work
• Issue written instructions and directions when possible
• Formalize changes with bilateral change orders as soon as possible.
The Authorized Procurement Representative works with other project disciplines to ensure that schedule
and price adjustments conform to project requirements. Adding work that is materially different from the
original work scope may necessitate a new procurement. When considering modifying an agreement to
accommodate a change in work scope, the Authorized Procurement Representative should evaluate
whether the additional work falls within the general scope of the original subcontract or whether it is in
Louis Berger’s best interest to initiate a new procurement action. If the work is of a different type or
involves a significant increase in work scope or price when compared to the original agreement, the
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normal practice would be to solicit competitive bids before awarding the work unless compelling sole-
source justifications exist.
Changes to a PO/SC price must be accompanied by an appropriate price analysis and related price
reasonableness determination/justification.
3.12 Payment of Invoices
Invoices submitted by the subcontractor for supplies and/or services will be examined and verified for
compliance with the appropriate terms of the contract in accordance with the Delegation of Responsibility
and Authority Manual (DRAM). Such examination and verification will be extended to the supplementary
documents that may be required to support the invoice and will cover the unit and total prices,
advance/progress payments, cash discounts negotiated, quantities of the supplies and/or services
specified by the contractual instrument, proof of satisfactory quality and inspection, evidence of delivery,
and fulfillment of such other obligations by the contractor as stipulated in the contractual instrument (i.e.,
training, handbooks, O&M manuals, etc.).
invoices are not to be paid in excess of subcontract values, unless Group Vice President authorization
has been obtained.
Examination and verification of invoices will be performed expeditiously in order to assure that payment
can be promptly effected, and within the period specified under the discount terms, if any.
In case the result of such examination and verification is not satisfactory, the Authorized Procurement
Representative will take appropriate action to correct the deficiency (see above) unless the deficiency is
minor and can be rectified by the vendor payment clerk.
In case the result of such examination and verification is satisfactory, the invoice will be approved and
forwarded to Accounts Payable for payment.
3.12.1 Monitoring of Subcontractor Billing
invoices are not to be paid if in excess of subcontract values, unless Group Vice President authorization
has been obtained.
3.13 Termination
Termination actions may be for the convenience of Louis Berger or for default of the seller. After it has
been determined that it is in the best interests of Louis Berger to terminate a contract, the action must be
approved by the Louis Berger Corporate Counsel and the Division Vice President. The Uniform
Commercial Code (U.C.C.) governs commercial termination.
3.14 Close-Out
Contract closure involves several activities. Unlike a purchase order where receipt of the items ordered
and subsequent payment constitute closure, subcontracts require the following:
• All contractual issues must be settled.
• All changes must be incorporated into the final document.
• All deliverable items (hardware, data, and reports) must have been received.
• All bailed (borrowed) equipment must have been returned.
• All classified documents must have been returned.
• Lien waiver must be obtained.
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• Final payment must have been made.
Once the Authorized Procurement Representative believes that all these items are complete, the
Authorized Procurement Representative will communicate such to key project personnel. Upon
agreement with project personnel, the Authorized Procurement Representative should document (1) that
all actions are complete and (2) the supplier’s overall performance (see Exhibit B – Forms, for
Subcontract Close-out Checklist, 7.3.5.10 Subcontractor Close-out Checklist - Commercial).
3.15 Maintenance of Files
Each Louis Berger office or project that conducts procurement shall maintain a procurement file
containing files for procurements awarded by the Louis Berger office or project. The Procurement
Manager is responsible to maintain a complete set of all of the procurement documents.
Procurement files are to provide a complete and accurate documentation of the history of the
procurement transaction. Procurement documentation not only provides Louis Berger and its clients with
a historical record of each transaction, but also serves as the basis for resolving client audit questions
and supplier claims, disputes and litigation. Files may be internally or externally audited at any time, and
should include all pertinent procurement data (based on applicable thresholds) including, but not limited
to, the following (See Exhibit B – Forms, for an example of Procurement Documentation Checklist,
7.3.5.08 Procurement Documentation Checklist - Commercial):
• Approved purchase requisition
• Written solicitation (where required)
• Written responses to RFPs/RFQs (written or transcribed oral)
• Copies of executed Representations and Certifications
• Sole source justification memorandum (if no competition)
• Technical Evaluation
• Price/Cost Analysis
• Copy of PO/SC and all change orders
• Insurance certificates
• Copies of suppliers’ invoices
• Waiver and release of lien form
• PO/SC correspondence, internal and external
• Other PO/SC documentation as required by PO/SC terms and conditions
• Final Contractor Release Forms
A Procurement Documentation Checklist (see Exhibit B – Forms, 7.3.5.08 Procurement Documentation

Checklist - Commercial) shall be included in the front of each file indicating the documentation contained
therein.
PO/SC’s over $10,000 shall be maintained in a “tabbed” file format. Each applicable procurement
document shall be included in the PO/SC file at a numbered tab corresponding to the tab numbers listed
on the Procurement Documentation Checklist.
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EXHIBIT A – PROCUREMENT THRESHOLDS
Procurement Action Description Commercial and U.S. Federal

Overhead
Purchase Requisition >$1,000 >$1,000
Verbal Solicitation <$25,000 <$3,000
Written Request for Proposal/Quotation (RFP/Q) >$25,000 >$3,000
Competitive Bidding >$25,000 >$3,000
Notification of Unsuccessful Bidders >$100,000 >$100,000
Written PO/SC >$3,000 >$3,000
Price/Cost Analysis Form >$25,000 >$3,000
Written Sole Source Justification >$25,000 >$3,000
Basis of Award Form >$25,000 >$3,000
Executed Representations and Certifications N/A >$3,000
Small Disadvantaged Business Questionnaire N/A >$10,000
Excluded Party List/Debarment Check All All
Memorandum of Negotiations >$100,000 >$100,000
Cost or Pricing Data N/A >$650,000 ($1M

for Construction)
Tabbed Procurement File Format >$10,000 >$10,000
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EXHIBIT B - FORMS
FEDERAL
• Purchase Requisition
7.3.5.14 Purchase Requisition - Commercial
• Sole Source Justification Form
7.3.5.15 Sole Source Justification - Federal
• Request for Proposal Checklist
7.3.5.16 Request for Proposal-Quotation Checklist - Federal
• Technical Evaluation Form
7.3.5.17 Technical Evaluation Form - Federal
7.3.5.19 Basis of Award Form - Federal
• Consent to Subcontract Form
7.3.5.20 Consent to Subcontract Form - Federal
7.3.5.21 Memorandum of Negotiations - Federal
• Material Inspection and Receiving Report
7.3.5.22 Material Inspection and Receiving Report - Federal
• Procurement Documentation Checklist
7.3.5.23 Procurement Documentation Checklist - Federal
• Subcontractor Payment Voucher
7.3.5.24 Subcontractor Payment Release Form
• Subcontractor Close-out Checklist
7.3.5.25 Subcontractor Close-out Checklist - Federal
• Subcontractor Termination Checklist
7.3.5.26 Subcontractor Termination Checklist - Federal
• Procurement Warrant
7.3.5.27 Procurement Warrant - Federal
• Notice to Proceed
7.3.5.28 Notice to Proceed - Federal
• Purchase Order
7.3.5.29 Purchase Order - Federal
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EXHIBIT B – FORMS (cont’d)

COMMERCIAL
• Purchase Requisition
7.3.5.01 Purchase Requisition - Commercial
• Sole Source Justification Form
7.3.5.02 Sole Source Justification Form - Commercial
• Request for Proposal Checklist
7.3.5.03 Request for Proposal-Quotation Checklist - Commercial
• Technical Evaluation Form
7.3.5.04 Technical Evaluation Form - Commercial
7.3.5.06 Basis of Award Form - Commercial
• Material Inspection and Receiving Report
7.3.5.07 Material Inspection and Receiving Report - Commercial
• Procurement Documentation Checklist
7.3.5.08 Procurement Documentation Checklist - Commercial
• Subcontractor Payment Voucher
7.3.5.09 Subcontractor Payment Release Form - Commercial
• Subcontractor Close-out Checklist
7.3.5.10 Subcontractor Close-out Checklist - Commercial
• Procurement Warrant
7.3.5.11 Procurement Warrant - Commercial
• Notice to Proceed
7.3.5.12 Notice to Proceed - Commercial
• Purchase Order
7.3.5.13 Purchase Order - Commercial
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EXHIBIT C - DEFINITIONS
Acquisition – Acquiring by contract with appropriated funds of supplies or services by and for the use of
the Federal Government through purchase or lease.
Administrative Contracting Officer (ACO) – A Contracting Officer (see below) who is administering
contracts.
Affiliates – Associated business concerns or individuals if directly or indirectly either one controls or can
control the other; or a third-party controls or can control both.
Allocable – Represents a cost that is identifiable and distributable among two or more objectives.
Allowable – Any cost (direct or indirect) that can be included in prices, cost reimbursements, or
settlements under a Government contract to which it is allocable.
Alternate – A substantive variation of a basic provision or clause prescribed for use in a defined
circumstance.
Amendment – A revision or change to an existing document, typically to a request for proposal (RFP).
Authorized Procurement Representative (PR) – An Authorized Procurement Representative is any

employee that has been delegated authority to perform procurement functions. Authority levels determine
which Authorized Procurement Representatives may conduct certain aspects of the procurement
process.
Award – The acceptance and notification by the Government of an offer made by an offeror.
Best and Final Offer (BAFO) - Term used in bids to indicate that no further negotiation on the amount or
terms is possible. BAFO is typically issued often in response to the request a customer sends to those
contractors or suppliers with whose bids are within a close range of one another.
Best Value – The expected outcome of an acquisition that, in the Government’s estimation, provides the
greatest overall benefit in response to the requirement.
Bid and Proposal (B&P) Costs – Costs incurred by a contractor in preparing, submitting, and supporting
Bids and Proposals on potential contracts. B&P costs do not include the costs of efforts sponsored by a
grant or cooperative agreement or required in contract performance.
Bundled Contract – A contract where the requirements have been consolidated into a solicitation for a
single contract that is likely to be unsuitable for award to a small business concern and the requirements
were previously provided or performed under separate smaller contracts.
Business Segment – Means one of two or more divisions, product departments, plants, or other
subdivisions of an organization reporting directly to a home office, usually identified with responsibility for
profit and/or producing a product or service.
Catalog Price – A price included in a catalog, price list, schedule, or other form that is regularly
maintained by the manufacturer or vendor, that is either published or otherwise available for inspection by
customers, and states prices at which sales are currently, or were last, made to a significant number of
buyers constituting the general public.
Clause – A term or condition used in either a contract or a solicitation which applies after contract award
or before and after contract award.
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Commercial Item –
(1) Any item, other than real property, that is of a type customarily used by the general public or by non-
governmental entities for purposes other than governmental purposes, and:
(i) Has been sold, leased, or licensed to the general public; or,
(ii) Has been offered for sale, lease, or license to the general public;
(2) Any item that evolved from an item described in paragraph (1) of this definition through advances in
technology or performance and that is not yet available in the commercial marketplace, but will be
available in the commercial marketplace in time to satisfy the delivery requirements under a Government
solicitation;
(3) Any item that would satisfy a criterion expressed in paragraphs (1) or (2) of this definition, but for;
(i) Modifications of a type customarily available in the commercial marketplace; or
(ii) Minor modifications of a type not customarily available in the commercial marketplace made to
meet Federal Government requirements. Minor modifications mean modifications that do not
significantly alter the nongovernmental function or essential physical characteristics of an item or
component, or change the purpose of a process. Factors to be considered in determining whether
a modification is minor include the value and size of the modification and the comparative value
and size of the final product. Dollar values and percentages may be used as guideposts, but are
not conclusive evidence that a modification is minor.
(4) Any combination of items meeting the requirements of paragraphs (1), (2), (3), or (5) of this definition
that are of a type customarily combined and sold in combination to the general public;
(5) Installation services, maintenance services, repair services, training services, and other services if;
(i) Such services are procured for support of an item referred to in paragraph (1), (2), (3), or (4) of
this definition, regardless of whether such services are provided by the same source or at the
same time as the item; and
(ii) The source of such services provides similar services contemporaneously to the general
public under terms and conditions similar to those offered to the Federal Government.
(6) Services of a type offered and sold competitively in substantial quantities in the commercial
marketplace based on established catalog or market prices for specific tasks performed or specific
outcomes to be achieved and under standard commercial terms and conditions. For purposes of these
services;
(i) “Catalog price” means a price included in a catalog, price list, schedule, or other form that is
regularly maintained by the manufacturer or vendor, is either published or otherwise available for
inspection by customers, and states prices at which sales are currently, or were last, made to a
significant number of buyers constituting the general public; and
(ii) “Market prices” means current prices that are established in the course of ordinary trade
between buyers and sellers free to bargain and that can be substantiated through competition or
from sources independent of the offerors.
(7) Any item, combination of items, or service referred to in paragraphs (1) through (6) of this definition,
notwithstanding the fact that the item, combination of items, or service is transferred between or among
separate divisions, subsidiaries, or affiliates of a contractor; or
(8) A non-developmental item, if the procuring agency determines the item was developed exclusively at
private expense and sold in substantial quantities, on a competitive basis, to multiple State and local
governments.
Competitive Procurement – A procurement that meets the criteria set forth in Sections 2.5 and 3.5 of
the Louis Berger Procurement Manual.
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Contract – A mutually binding legal relationship obligating the seller to furnish the supplies or services
and the buyer to pay for them.
Contract Line Item Number (CLIN) – A contract instrument used by the Government to administer
contracts, funds, appropriations, payment of contractors, and procure options or additional quantities.
Contract Modification – Any written change in the terms of a contract.
Contracting Officer – A person with the authority to enter into, administer, and/or terminate contracts
and make related determinations and findings.
Consent to Subcontract – Applicable to U.S. Federal Contracts only, it is the consent of a prime
contract’s Contracting Officer to award a subcontract to the identified source.
Cost Accounting Standards (CAS) – A series of accounting standards set up to achieve uniformity and
consistency in measuring, assigning, and allocating costs to contracts with the Federal Government.
Cost Analysis – The evaluation of an offeror’s cost proposal for a fair and reasonable price when price
analysis is not determined adequate.
Cost or Pricing Data (CPD) – All facts that, as of the date of price agreement or, if applicable, an earlier
date agreed upon between the parties that is as close as practicable to the date of agreement on price,
prudent buyers and sellers would reasonably expect to affect price negotiations significantly. CPD are
factual, not judgmental; and are verifiable. Effective September 28, 2006 the threshold for certified Cost
or Pricing Data is $650,000.
Cost Reimbursable (CR) – A contract type that provides for reimbursement of contractor’s actual cost of
performance plus for payment of a negotiated fee, typically fixed, award, or incentive.
Current, Accurate, and Complete – The standard that is required when certifying to Current Cost or
Pricing Data.
Day – A calendar day.
Delivery Order – An order for supplies placed against an established contract or with Government
sources.
Direct Cost – Any cost directly identified with a single, final cost objective.
Estimating System – The system used by a contractor to estimate the cost of performance of work
under a contract or contractor modification. FAR 15.407-5 and DFARS 252.215-7002 define “estimating
systems” and its requirements.
Federal Acquisition Regulations (FAR) – The rules that govern the Federal Procurement Process. The
FAR codifies uniform policies and procedures of acquisition by federal executive agencies. FAR is the
primary regulation governing acquisitions by the federal government. It is supplemented by individual
agency regulations that prescribe additional policies and procedures as necessary to satisfy the specific
needs of the agency. FAR addresses all phases of procurement by the US government including
acquisition planning, contracting methods and types, socioeconomic programs, general and special
contracting requirements, contract management, solicitation provisions, and contract clauses and forms.
The FAR can be found on the Internet at http://www.arnet.gov/far/, or you can contact the Louis Berger
Corporate Compliance Officer with questions. The Louis Berger Corporate Office retains a hard copy of
the FAR with current updates.
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Final Proposal Revision (FPR) – Requests for and submission of a revised proposal upon the
conclusion of discussion with offerors in the competitive range. See FAR 15-307(b).
Firm Fixed Price – A contract type that provides payment at a fixed amount for contract performance
regardless of costs incurred by a contractor.
FOB Destination – Free on board at destination - The seller delivers the goods on seller’s conveyance at
destination. Unless otherwise provided for in the contract, the seller is responsible for the cost of shipping
and risk of loss.
FOB Origin – Free on board at origin – The seller places the goods on the conveyance. Unless otherwise
provided for in the contract, the buyer is responsible for the cost of shipping and risk of loss.
Forward Pricing Rate Agreement (FPRA) – A written agreement negotiated between a contractor and
the Government to make certain rates available during a specified period for use in pricing contracts or
modifications which represent reasonable projections of specific costs that are not easily estimated for.
Fringe Benefits – The cost of benefits furnished to employees. They may include sick leave, paid time
off, employment taxes, retirement, group insurance, and workman’s compensation insurance.
General and Administrative (G&A) – Any management, financial, and other expense which is incurred
by or allocated to a business unit and which is for the general management and administration of the
business unit as a whole. G&A does NOT include those management expenses whose beneficial or
causal relationship to cost objectives can be more directly measured by a base other than a cost input
base representing the total activity of a business unit during a cost account period.
Historically Black Colleges and Universities/Minority Institutions (HBCUMI) – As described in

PL100-180, certain universities and educational institutions are identified as “Historically Black Colleges
and Universities and Minority Institutions.” Subcontracting with these institutions is considered “small
disadvantaged business” subcontracting.
Historically Underutilized Business Zone Businesses (HUBZone) – As described in the Historically

Underutilized Business Zone Business Act of 1997 (15 U.S.C. 631) and the Small Business
Administration rules and regulations (13 CFR Part 126), a HUBZone is defined as “a historically
underutilized business zone which is in an area located within one or more qualified census tracts,
qualified non-metropolitan counties, or lands within the eternal boundaries of an Indian Reservation.”
Subcontracting with HUBZone Businesses is considered “Small Business” subcontracting (FAR 19.13).
HUBZone – A historically underutilized business zone that is an area located within one or more qualified
census tracts, qualified non-metropolitan counties, or lands within the external boundaries of an Indian
reservation.
Indirect Cost – Any cost not directly identified with a single, final cost objective, but identified with two or
more final cost objectives.
Information Other than Cost or Pricing Data – Any type of information that is not required to be
certified in accordance with FAR 15.406-2 and is necessary to determine price reasonableness or cost
realism.
Inter-company Work Assignments (IWA) – A transaction between a contractor and a sister division,
affiliate or subsidiary. Typically they take place on the basis of cost incurred without profit.
Invitation to Bid – A solicitation under sealed bid procedures.

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Kickback – A return of a part of a sum of money received, often because of confidential agreement or
coercion.
Liquidated Damages – Subcontracting Plan – The law requires negotiated contracts that include a
requirement for government approval of a subcontract plan to include a negotiated goal for
SB/SDB/WOSB/VOSB/SDVOSB/HBCUMI/HUBZone participation. The assessment of liquidated
damages can be made by the contracting officer upon a finding of a lack of good faith effort by the
contractor to follow his own plan and meet the goals he previously negotiated. The amount of liquidated
damages will be determined by the difference between the negotiated goal and the actual amount of
SB/SDB/WOSB/VOSB/SDVOSB/HBCUMI/HUBZone subcontracting achieved.
Market Prices – Current prices that are established in the course of ordinary trade between buyers and
sellers free to bargain and that can be substantiated through competition or from sources independent of
the offerors.
Micro-purchase – An acquisition of supplies or services, the aggregate amount of which generally does
not exceed $3,000 ($2,000 for construction).
Modification – A written change in the terms of a contract.
Offeror – The party that makes a bid, proposal or quotation.
Option – A unilateral right in a contract by which, for a specified time, the Government may elect to
purchase additional supplies or services called for by the contract, or may elect to extend the term of the
contract.
Organizational Conflict of Interest – Due to other activities or relationships with other persons, a person
is unable or potentially unable to render impartial assistance or advice to the Government, or the person’s
objectivity is or might be otherwise impaired, or a person has an unfair competitive advantage.
Overhead – The cost associated with operating a business unit that cannot be identified to a single cost
objective. Costs may include facilities and facility services, and other indirect labor.
Overtime – Time worked by a contractor’s employee in excess of the employee’s normal workweek.
Overtime Premium – The additional pay to a non-exempt employee for those hours worked in excess of
the employee’s normal workweek.
Performance-based Contracting – An acquisition to be performed with the contract requirements set

forth in clear, specific, and objective terms with measurable outcomes as opposed to either the manner
by which the work is to be performed or broad statements of work.
Price Analysis – The evaluation of an offeror’s proposal for a fair and reasonable price in the
procurement cycle.
Pricing – The process of establishing a reasonable amount or amounts to be paid for supplies or
services.
Procurement – Procurement is the acquisition of goods or services. The procurement process includes
defining requirements, identifying potential sources, soliciting proposals, evaluating and selecting the
supplier or subcontractor, awarding the PO or SC, administering PO/SC, closing out, and administering
warranty issues.
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Procurement Integrity – A set of rules of conduct that govern the procurement process of the Federal
Government. They include regulating conduct such as prohibiting a contractor from offering or discussing
a future business or employment opportunity with an agency Procurement Official, offering or giving
something of value to a procurement Official or soliciting or obtaining, prior to contract award, proprietary
information or source selection information about the procurement. See FAR 3.104 and Office of Federal
Procurement Policy (OFPP) Act, 41 U.S.C. 423.
Procurement Plan – Procurement plans are project-specific documents that establish the nature, timing,
and extent of procurement activities necessary to accomplish a specific scope of work. These plans may
be either high-level or detailed depending on the complexity of the project.
Procurement plans will be developed when required by the prime contract as deemed appropriate. These
plans will be executed consistent with this manual. If the conditions or circumstances affecting project
performance necessitate departure from the practices set forth in this manual, such departures must be
documented as part of the procurement plan and approved by the Louis Berger Procurement Manager.
Procurement System – The system is utilized to track and monitor the procurement process.
Proposal – An offer submitted to the Government to enter into a contract, contract modification or
termination settlement.
Provision – A term or condition used only in solicitation and applying only before contact award.
Purchase Requisition – The identification of a requestor’s need for a procurement.
Purchase Order – An offer by the Government to buy supplies or services upon specified terms and
conditions, using simplified acquisition procedures.
Purchasing – Purchasing is the procurement of goods, materials, and equipment. Purchasing is

accomplished through the issuance of Purchase Orders (POs) through in accordance with Section 4.0.
Request for Proposal (RFP) – A solicitation under negotiated procedures.
Request for Quote (RFQ) – A solicitation under simplified acquisition procedures.
Requestor – Individual requesting a procurement.
Segment – One of two or more divisions, of an organization reporting directly to a home office, usually
identified with responsibility for profit and/or producing a product or service.
Service-Disabled Veteran-Owned Small Business (SDVOSB) – A service-disabled veteran-owned

small business is a small business concern that is not less than 51 percent owned by one or more
service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the
stock of which is owned by one or more service-disabled veterans; and the management and daily
business operations of which are controlled by one or more service-disabled veterans or, in the case of a
veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran.
Shift Premium – The additional pay to an employee for hours worked other than during the first shift.
Simplified Acquisition – Uses the methods prescribed in FAR part 13 for values of less than $100,000.
Small Business Concern (SB) – “Small business concern” means a concern, including its affiliates, that
is independently owned and operated, not dominant in the field of operation in which it is bidding on
Government contracts, and qualified as a small business under the criteria and size standards in 13 CFR
Part 121 (see FAR 19.102).
PROCURE
Small Disadvantage Business Concern (SDB) – The term “small disadvantaged business concern”
shall mean a small business concern owned and controlled by socially and economically disadvantaged
individuals:
A. Which is at least 51 percent owned by one or more socially and economically disadvantaged
individuals; or in the case of any publicly owned business, at least 51 percent of the stock owned by one
or more socially and economically disadvantaged individuals; and
B. Whose management and daily business operations are controlled by one or more such individuals?
The contractor shall presume that socially and economically disadvantaged individuals include Black
Americans, Hispanic Americans, Native Americans, Asian-Pacific Americans, Subcontinent-Asian
Americans, or other minorities as the foregoing are defined below:
1. Black American (U.S. Citizen)
2. Hispanic American (U.S. Citizen with origins from South America, Central America, Mexico,
Cuba, the Dominican Republic, Puerto Rico, Spain or Portugal)
3. Native Americans (American Indians, Eskimos, Aleuts, or Native Hawaiians, including Indian
tribes or Native Hawaiian Organizations)
4. Asian-Pacific American (U.S. Citizen with origins from Japan, China, the Philippines, Vietnam,
Korea, Samoa, Guam, U.S. Trust Territory of the Pacific Islands (Republic of Palau), the
Commonwealth of the Northern Mariana Islands, Laos, Cambodia (Kampuchea), Taiwan, Burma,
Thailand, Malaysia, Indonesia, Singapore, Brunei, Republic of the Marshall Islands, Hong Kong,
Fiji, Macao, Tonga, Kiribati, Tuvalu, Nauru, or the Federated States of Micronesia)
5. Subcontinent Asia (Asian-Indian) American (U.S. Citizen with origins from India, Pakistan,
Bangladesh, Sri Lanka, Bhutan, the Maldives Islands, or Nepal)
Certified Historically Black Colleges and Universities (HBCU) and Minority Institutions (MI).
Sole Source – A contract for the purchase of supplies or services that is entered into or proposed to be
entered into by an agency after soliciting and negotiating with only one source.
Solicitation – A request to submit offers or quotations.
Source Selection Information – Any information that is prepared for use by an agency for the purpose
of evaluating a bid or proposal if that information has not been previously made available to the public or
disclosed publicly. Such information may include bid prices, proposed costs, source selection plans,
technical evaluation plans, technical evaluation of proposals, cost or price evaluation, competitive rate
determinations, and ranking of competitors.
Subcontracting – Subcontracting is the procurement of services, including but not limited to professional
services, technical services, drilling, laboratory, and construction services. Subcontracting is
accomplished through issuance of subcontracts (SCs) in accordance with Section 4.0.
Subcontracting Plan – Louis Berger may have specific contractual commitments to award SCs,
including POs, to Small, Small Disadvantaged, Women-Owned Small Business Concerns, Veteran
Owned, Service Disabled Veteran-Owned, HUBZone, and Historically Black Colleges &
Universities/Minority Institutions.
Large business concerns that are recipients of federally funded prime contracts, or subcontracts under
higher tier federally funded contracts or subcontracts, are required to adopt a Subcontract Plan in
PROCURE
solicitations and contracts that (a) offer subcontracting opportunities, and (b) are expected to exceed
$550,000 ($1,000,000 for construction). This plan, which contains policies and procedures to satisfy the
requirements of Public Law 95-507 and Public Law 99-661, describes efforts and establishes goals in
order to maximize subcontracting opportunities for small business concerns.
Suppliers – Supplier means any manufacturer, wholesaler, retailer, or other vendor that provides goods
POs.
Supplies – All property except land or interest in land.
Task Order – An order for services placed against an established contract or with Government sources.
Teaming Agreement – A contractual arrangement in which two or more companies form a partnership or
joint venture to act as either a potential Prime or Subcontractor under specified Government contract or
acquisition program. See FAR 9.601.
Time and Materials (T&M) – A type of contract that provides for payment of direct labor hours at fixed
hourly rates, but reimbursement of travel, materials, and other direct costs at actual cost of performance
plus applicable indirect burdens.
Truth in Negotiations Act (TINA) – An act that enhances the Government’s ability to negotiate fair
prices by ensuring that the Contracting Officer has the same factual information that is available to the
contractor. See FAR 52.215-22,-23 and 10 U.S.C.2306a and 41 U.S.C. 254(b). Effective September 28,
2006 the threshold for TINA is $650,000.
Unallowable – Any cost (direct or indirect) that, under the provision of any pertinent law, regulation or
contract, cannot be included in prices, cost reimbursements, or settlements under a Government contract
to which it is allocable.
Unbalanced Bid – An offer that states low prices for some work and enhanced prices for other work.
1. Federal Acquisition Regulation (FAR) 15.407-5
2. Cost Accounting Standards (48 CFR Chapter 99 (FAR Appendix))
3. Department of Defense FAR Supplement (DFARS) 215.811
4. Department of Defense FAR Supplement (DFARS) 252.215-7002
5. Defense Contract Audit Agency (DCAA), Defense Contract Audit Manual, Section 5-1200
6. Internet Addresses:
• FAR, DFARS, and DEAR -- http://farsite.hill.af.mil/
• DCAA, Defense Contract Audit Manual -- http://www.deskbook.osd.mil/
Veteran-Owned Small Business (VOSB) – A veteran-owned small business is a small business concern
that is not less than 51 percent owned by one or more veterans or, in the case of any publicly owned
business, not less than 51 percent of the stock of which is owned by one or more veterans; and the
management and daily business operations of which are controlled by one or more veterans.
Women-Owned Small Business (WOSB) – A women-owned small business is a small business

concern that is at least 51 percent owned by one or more women; or in the case of any publicly owned
business, at least 51 percent of its stock is owned by one or more women; and whose management and
daily business operations are controlled by one or more women.

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The Louis Berger Group, Inc.

Procurement Manual: Purchasing and

Morristown, New Jersey Date: December 2012 Page 1

REVISION LOG/SIGNATURE PAGE

____________________________________ December 2012

Morristown, New Jersey Date: December 2012 Page 2

The Louis Berger Group, Inc.

Morristown, New Jersey Date: December 2012 Page iii

Acronyms and Abbreviations ................................................................................................................... vi

Morristown, New Jersey Date: December 2012 Page iv

2.7.2 Extension of Due Date ........................................................................................................ 22

Morristown, New Jersey Date: December 2012 Page v

3.6.1 Preparing a Solicitation ....................................................................................................... 50

EXHIBIT A – PROCUREMENT THRESHOLDS ........................................................................................ 62

Morristown, New Jersey Date: December 2012 Page vi

Acronyms and Abbreviations

Acronyms and Abbreviations, Continued

DOL Department of Labor

Morristown, New Jersey Date: December 2012 Page vii

EEO Equal Employment Opportunity

Acronyms and Abbreviations, Continued

GFP Government Furnished Property

Morristown, New Jersey Date: December 2012 Page viii

LOE Level of Effort

Acronyms and Abbreviations, Continued

Morristown, New Jersey Date: December 2012 Page ix

USC United States Code

1.1 General Policy Statement

It is Louis Berger practice to conduct its procurement activities:

• In accordance with fair and ethical business practice;

1.3 Organization of Manual

Policy under U.S. Federally Funded procurements and Commercial/Overhead procurements,

This Manual applies to the following procurement:

Further, Exhibit A, “Key Procurement Thresholds,” provides a summary of key procurement

1.5 Revisions and Updates

1.6 Procurement Conduct

1.6.1 Dealing with Suppliers and Subcontractors

1.6.2 Conflicts of Interest

1.6.3 Gifts, Gratuities, Kickbacks, or Bribes

1.6.4 Ethics Hotline

1.7 Procurement Reviews

1.8 Quality Assurance Programs

1.9.1 Specific Responsibility and Authority Limits

1.9.2 Purchase Requisition Approver

1.9.3 Authorized Procurement Representative

The APR shall perform the following procurement functions:

8. Obtain authorized signature on PO/SC.

9. Issue the PO/SC.

1.9.5 Procurement Manager

The Procurement Manager is responsible for:

1.9.6 Chief Operation Officer (COO)

It is the COO’s responsibility to:

1.11 Waivers and Exceptions to Policy

2.0 Federal Procurement Procedures

2.2 Purchase Requisition

Morristown, New Jersey Date: January 2010 Page 8 of 93