Inactive Partial Small Business Set-Aside (FAR 19.5)

Update 18 July 2022: The notification serves to cancel the current Synopsis, W9133L-21-R-6009. This requirement will be re-synopsized under synopsis number W9133L-22-R-6009 at a future date. Update 30... Update 18 July 2022: The notification serves to cancel the current Synopsis, W9133L-21-R-6009. This requirement will be re-synopsized under synopsis number W9133L-22-R-6009 at a future date. Update 30 September 2021: See attached W9133L-21-R-6009 - RFI Responses 1 - 9 (30 Sep 21) Update 29 September 2021: See attached W9133L-21-R-6009 RFI Responses 1 - 8 (29 Sep 21) -AND- W9133L-21-R-6009 - VR9 Synopsis Amendment 02, showing all changes in yellow highlighted text Update 24 September 2021: See attached RFI response 7 (Filename: W9133L21R6009 - NGB Vertical Region 09 - RFI Log 02). Update 23 September 2021: See attached Synopsis Amendment 01 (Filename: W9133L-21-R-6009_Synopsis-Amend-01 20210923). Please note the Contract Specialist email address has changed to: paul.n.ochs.mil@mail.mil. Update 21 September 2021: See attached RFI responses 1-6 (Filename: W9133L21R6009 - NGB Vertical Region 09 - RFI Log 01). Solicitation Number W9133L-21-R-6009 INDEFINITE DELIVERY TYPE ARCHITECT ENGINEER (A-E) CONTRACT FOR THE NATIONAL GUARD BUREAU IN SUPPORT OF THE AIR AND ARMY NATIONAL GUARD VERTICAL CONSTRUCTION PROGRAMS THROUGHOUT THE REGION 09 CONTRACT INFORMATION: The National Guard Bureau is soliciting for Non-Personal Architect-Engineer (A-E) Services per Public Law 92-582 (Selection of A-E Statute) and Federal Acquisition Regulation (FAR) Part 36. As a result of this announcement, the National Guard Bureau intends to award a target of six (6) Indefinite Delivery Indefinite Quantity IDIQ A-E contract awards with three (3) solicited as Other than Small Business (i.e. unrestricted) and three (3) to be reserved for small business concerns, if there is adequate competition in accordance with FAR 36.602. These contracts will provide Vertical A-E services in support of Air National Guard (ANG) and Army National Guard (ARNG) mission requirements located throughout Region 09, which includes California (CA), Washington (WA), Oregon (OR), and Nevada (NV). The total capacity of the six (6) contracts is $80M. This capacity will be shared among all firms. The Government may award more contracts within each business category (i.e. Small Business or Other than Small Business) depending on the source selection decision regarding how many firms are considered the most highly qualified per the 2014 Selection of A&E Contracts Act selection procedures. Each IDIQ will be for a five (5) year ordering period from the date of award of all contracts. Guidelines for competition of task orders: Non-Complex A-E task order requirements with a Programmed Amount (PA) less than $3M must be set-aside for competition among the reserved Small Business Firms Non-Complex A-E task order requirements with a Programmed Amount (PA) above $3M may be competed among all IDIQs Complex A-E task order requirements with a Programmed Amount (PA) less than $3M may be competed among all IDIQs Complex A-E task order requirements with a Programmed Amount (PA) above $3M may be competed among Unrestricted IDIQs The following definitions apply to the Vertical Requirements: Complex work is defined as projects that involve multiple concurrent disciplines or considers unique design solutions considering size and scope as determine by the Government. Examples: SCIF, Hangars, Major Building Renovations. Non-complex work is defined as work that involves limited disciplines or design solutions that are not considered unique. Examples: Administrative facilities and maintenance facilities (non-Hangars). All firms responding to the announcement will be required to identify which category they are submitting. All firms will be required to state the words, "Small Business", or "Other than Small Business" after the solicitation number in PART I, A, Block 3 of Standard Form 330. Firms will be required to submit a separate SF 330 for each category in which the firm wants consideration. No one firm will receive more than one award as a result of this solicitation. The North American Industry Classification System (NAICS) code for this action is 541330. The Small Business size standard is $16.5M in average annual receipts of a business’s latest three fiscal years. Small businesses are encouraged to team with other businesses. These are not requirements contracts. The contract will consist of two (2) ordering periods; one (1) ordering period will be for five (5) years and one (1) optional ordering period for six (6) months with a total contract ceiling of $80M for the entire program. The total contract period shall not exceed five (5) calendar years and an option to extend six (6) additional months. Task orders will be primarily for projects with a construction value typically between $120K and $25M, however, as required, larger and/or smaller projects may be executed. The minimum total fee guaranteed to each contract awardee is $2,500.00. Order limitations are as follows: The Contractor is not obligated to honor (1) any order for a single item above $5M or (2) any order for a combination of items over $7M. Work will be issued by negotiated firm-fixed price task orders. Projects to be designed are not yet determined and funds (except those reserved for the minimum fee guarantee) are not presently available. The selection of A-E firms is based on professional qualifications necessary for the performance of the required services (rather than competitive bidding procedures). All A-E firms are cautioned to review the restrictions of FAR 9.5 Organizational and Consultant Conflicts of Interest and FAR 36.209 Construction Contracts with Architect-Engineer Firms. Any A-E firm that prepares a Design-Build Request for Proposal for a particular project will be restricted from participating in any contract or task order for the Design-Build of that particular project. All interested Architect-Engineers are reminded that, under the provisions of PL 95-507, they will be expected to place subcontracts to the maximum practicable extent consistent with the efficient performance of the contract with small and small disadvantaged firms. Large business firms that intend to pursue an IDIQ contract must convey their intent to meet the minimum small business goals on the SF330, Section C, by identifying subcontracting opportunities with small businesses. Minimum goals for this procurement are: Small Business (all types of small business combined) 14%; Small Disadvantaged Businesses 3%; Woman Owned Small Business 5%; HUBZone Small Business 1%; Veteran-Owned Small Business 3% and Service Disabled Veteran Owned Small Business 3%. If selected as the most highly qualified firm, the large business offeror will be required to submit a Small Business Subcontracting Plan following FAR 52.219-9 and DFARS 219.704/705 as a part of the Request for Proposal Package (RFPP). The subcontracting plan is NOT required with the SF330 submittal. The subcontracting plan will be based on subcontracting dollars. Small Business firms that are selected under the Small Business set aside must perform 50 percent of the contract performance by the prime or a similarly situated Small Business subcontractor in accordance with Deviation 2020-O0008. The wages and benefits of service employees (FAR 22.10) performing under this contract must be at least equal to those determined by the Department of Labor under the Service Contract Act. This is a multiple award effort with the most-highly qualified firm in the Small Business group and the most-highly qualified firm in the Unrestricted group receiving their RFPP’s first. Once that process is complete, the next most highly qualified firm will be provided their RFPP and so on. In accordance with 40 USC 11, Selection of Architect and Engineers, the negotiation process will continue until an agreement is reached and all contracts are awarded. PROJECT INFORMATION: A-E services shall include, but not be limited to performance of the planning, master planning, and program support; A-E investigative and design services including development of construction documents; construction support; engineering and environmental studies, National Environmental Policy Act (NEPA) documentation; investigations and surveys in support of the Air and Army National Guard Vertical Construction Programs. Typical work may include, but is not specifically limited to: A) the preparation of plans, specifications, calculations, and cost estimates; B) the development of cost management, quality control, and quality assurance plans; C) construction inspection, testing, and management services; D) development of engineering standards; E) preparations for national design submissions; F) technical, economic, planning, environmental, value engineering and other studies, analyses, surveys, investigations, and reports; G) development of performance criteria for bridging documents for design build projects; H) development of documents to support various government construction programs; I) commissioning services; J) comprehensive interior design. Services may include but are not limited to, a wide variety of professional services in support of projects for administrative, industrial, and support facilities to meet the needs of the National Guard Bureau. Various projects may include services associated with National Guard Bureau installations/facilities, such as aircraft hangars, corrosion control facilities, aircraft maintenance facilities, vehicle maintenance facilities, support equipment maintenance facilities, administrative offices, supply facilities, civil engineering facilities, dormitory buildings, training site facilities, readiness centers (armory), fire stations, security forces facilities, munitions maintenance and storage facilities, communications and electronic maintenance, mobility and aerial port facilities, dining facilities, medical training facilities, secondary roadways, site utilities, aircraft fuel storage and distribution systems, and other support facilities. Additionally, task orders may be issued for support services that require A-E Services as defined in FAR 2.101 SELECTION CRITERIA - The selection criteria are listed below in descending order of importance (first by major criterion and then by each sub-criterion). Criteria A – Professional Qualifications necessary for satisfactory performance of required services (SF330, Part I, Section E): The selected firm must have, either in?house or through consultants, all disciplines listed for this criteria and must provide resumes in Part I, Section E, of the SF330. Resumes shall not exceed two (2) pages each. All engineers, architects and the project manager must have the following in the role they are assigned to on the project team; a Bachelor’s degree, professional registration, and at least five (5) years of relevant experience. The Government may give additional consideration for special training or certifications, additional registration, higher level of education degrees, and/or years of experience that exceeds the five (5) year minimum requirement. (1) Mechanical Engineer; (2) Project Manager (3) Architect (4) Electrical Engineer; (5) Structural Engineer; (6) Civil Engineer; (7) Fire Protection Engineer – an individual who is a registered professional engineer (P.E.) within the United States or its territories who has passed the fire protection engineering examination administered by the National Council of Examiners for Engineering and Surveying (NCEES) and has relevant fire protection engineering experience; (8) Communications Specialist -Registered Communications Distribution Design (RCDD); (9) Environmental Engineer or Physical Scientist with experience in NEPA processes; registered engineer or similar registration that includes documented work history, state examination, and state certification board; (10) Surveyor who is a registered professional land surveyor with 5 years of relevant experience; (11) Cost Estimator; the cost engineering specialist(s) must be certified by a professional organization, such as the Association for the Advancement of Cost Engineering (AACE), International Costs Engineering Council (ICEC), and Professional Construction Estimators Association (PECA). The firm’s and/or consultant’s cost estimating specialist(s) must be specifically identified and his (their) competence indicated by resume(s). (12) Geotechnical Engineer; (13) Corrosion Engineer Registered National Association of Corrosion Engineers (NACE) Certified Corrosion Specialist NACE Certified Cathodic Protection Specialist (CP-4), or registered professional corrosion engineer with a minimum of five (5) years’ experience; (14) Security/Cyber Security Specialist; the security/cyber security specialist(s) must have minimum of five (5) years of experience in cybersecurity of facility related control systems; (15) Landscape Architect; who is a registered professional landscape architect; (16) Interior Designer who is a registered architect with specialized experience in interior design and/or state registered interior designer and/or National Council for Interior Design Qualification (NCIDQ) certified interior designer; (17) Geologist; with a Geology or Physical Scientist Bachelor’s degree, a Certified Professional Geologist (CPG) from the American Institute of Professional Geologist (AIPG) or a registered Professional Geologist license and at least 8 years of professional experience as a geologist. **Note that the government will consider more favorably team members with Design Build Institute of America (DBIA) certification and Building Information Modeling (BIM) competence certifications. These will be credited with a strength. If an individual will serve in more than one discipline then those disciplines shall be indicated in Block 13, PART I, Section E. Resumes (Section E of the SF 330) must be provided for all disciplines, including consultants. In the resumes under Project Assignments, use the same discipline nomenclature as is used in this announcement. The Government may provide additional consideration to offerors where key personnel worked on relevant projects that demonstrates experience relevant to Criteria B. Criteria B –Specialized Experience and Technical Competence in the type of work require, including, as appropriate, experience in sustainable design, energy conservation, pollution prevention, waste reduction, and the use of recovered materials (SF330, Part I, Section F): The offeror shall provide a maximum of ten (10) projects in total within the past six (6) years preceding the date of this announcement for both, the prime firm and subcontractor(s) in PART I, Section F, of the SF330. Examples of projects shall not exceed two (2) pages each. If any portion of the work provided as specialized experience is subcontracted, clearly identify that work as such and provide the required experience of that subcontractor as it relates to work the subcontractor is to perform for this solicitation. If the offeror is a joint venture, each firm shall provide information demonstrating experience relevant to their role on this project. Joint Venture Requirements - Parties wishing to propose as a joint venture must submit, with the Pro Forma documents, an executed copy of the joint venture agreement. The joint venture agreement shall be executed in accordance with FAR 4.102(d). Each joint venture partner shall submit evidence satisfactory to the Contracting Officer that its Board of Directors has approved its participation in the joint venture or by an instrument of similarly binding character in the case of an unincorporated entity. Offerors are reminded that to obtain an award the awardee, to include a joint venture, must be registered in the System for Award Management (SAM) database. Applicable to set aside solicitations: Joint Ventures must meet applicable size standards (See FAR Subpart 19.1). Submit with the proposal any size determination for the Joint Venture entity received from the Small Business Administration. A Joint Venture where-in one party is not a small business may be referred to the Small Business Administration (IAW FAR 19.302 (b)) to determine eligibility. All questions regarding Joint Ventures must be directed to the Small Business Administration (SBA) and not the Contracting Officer. A Project is defined as a single, stand-alone contract and/or a single task order issued under an existing IDIQ contract(s) unless the project included multiple phases and was issued under more than one contractual order. It shall be noted that an IDIQ contract is not a project. Do not combine multiple task orders unrelated to a stand-alone project to create a single project example. Combining multiple task orders under an IDIQ to create a single project will not be compliant with the solicitation criteria, and it will not be evaluated or considered. The contract number or IDIQ number and individual task order number associated with the project in the title must be included for each of the projects. If the project is not 100% complete, note the current percentage and estimated date when the project will be completed for each contract and/or task order. Firms shall only submit projects as evidence of experience if those projects are at a minimum beyond B1/65% design submission for Type A/B experience, and at a minimum 50% complete on construction for Type C experience. Include the percentage of work self-performed by the prime for each contract and/or task order. If proposing as a JV, ascribe the percentage of work self-performed by each Joint Venture member. The offeror and/or subcontractors must demonstrate experience in the following areas with narrative and by average revenue in part II where indicated: (1) Experience in the design of military projects (Profile Code M05 in Part II), including the production of programming documents, plans and specifications. (2) Design of government and commercial facilities. (3) Specialized Expertise demonstrating a broad base of knowledge integrating federal requirements to include: Sustainable design experience (Profile Code S11 in Part II) per UFC 1?200?02, High Performance and Sustainable Building Requirements and certified LEED AP; Technical Competence & Experience using DOD UFC and associated Unified Facilities Guide Specifications (UFGS); Design and construction experience conforming to Department of Defense Antiterrorism/Force Protection Construction Standards and DOD Unified Facilities Criteria (UFC 4?010?01), note that the Government may provide additional consideration for engineers and architects who have attended any DoD Security Engineer Course; Performance of surveying and mapping (Profile Code S10 in Part II) following A/E/C CADD Standards and nondestructive techniques for locating underground utilities; and experience with REVIT (cloud), Civil-3D or other building modeling technologies or virtual reality and UFC 3-101-01; (4) Experience providing Comprehensive Interior Design for government projects including space planning and applicable Code of Federal Regulation rules, pre?wired workstations, furniture, demountable wall systems, and knowledge of the acquisition process including applicable FAR and funding limitations. (5) Demonstrate experience and familiarity with Federal Aviation Administration (FAA) Part 77 and preparing FAA 7460 permit applications relating to construction projects and familiarity with UFC 3-260-01; (6) Demonstrate experience using project and construction management tools such as Newforma, Primavera, Submittal Exchange, ProjectWise, iPDWeb, or similar systems; (7) Demonstrate experience (Profile Code C15 and T02 in Part II) in evaluating contractor's submittals, request for change, request for information, and performing construction surveillance; (8) Demonstrate the ability to prepare supporting comprehensive master planning maps and plans using the latest versions of ESRI and ArcGIS; (9) Demonstrate experience with preparing the technical portions of a Design-Build Request for Proposal package (Profile Code D04 in Part II) for performance-based design-build; (10) Demonstrate experience (Profile Codes A10, E13 in Part II) in design and survey for abatement of asbestos, lead?based paint, and the handling/disposal of other toxic and regulated substances; (11) Demonstrate experience (Profile Code E09 in Part II) with NEPA’s process and requirements as well as preparation of required documentation; (12) In Section H of the SF 330, describe the firm's quality management plan, including quality assurance process, coordination of in?house work, coordination with consultants, and prior experience of the prime firm and significant consultants or partner firms. For each project identified under Criteria B, demonstrate project?design?to?bid performance showing final design estimate, initial awarded bid amount, and?the calculated variance comparing the costs.?When the variance is 5% or greater (positive or negative), the firm shall provide a written explanation for that variance. Criteria C ? Capacity to accomplish multiple task orders in the required time (SF330, Part I, Section H). Firms must have the capacity to proceed with work and accomplish it promptly once a notice to proceed is issued and accomplish it prior to scheduled completion dates, including emergency response. Firms must demonstrate the ability to accomplish multiple task orders simultaneously. The evaluation will consider the prime availability of an adequate number of key personnel, equipment, and the extent of in-house facilities versus subcontracting needs. The A-E should submit evidence in the SF330 Part I, Section H, to support its capacity to accomplish work based on the following criteria: (1) Ability to meet design schedules and accomplish the work within the required time, (2) Ability to accomplish multiple task orders simultaneously: For firms submitting a proposal under the Other Than Small Business Firm’s category, demonstrate the ability to accomplish multiple task orders (roughly equivalent to 6-8 task orders per year) above $600K in design costs that involve multiple concurrent disciplines, complex designs, and unique design solutions. For the Small Business Firms submitting a proposal under the Small Business category, the ability to accomplish multiple task orders (roughly equivalent to 3-5 task orders per year) with estimated design values at or below $600K that involve multiple concurrent disciplines and complex designs in a cost-effective, timely manner. (3) Demonstrate the project team proposed has the ability to manage and complete the anticipated workload as a result of a contract award from this announcement considering existing work the firm already has with other Government or private entities. (4) Demonstrate the ability to meet anticipated contract requirements if the A-E is awarded more than one contract under any of the other regions being procured by the National Guard Bureau for Vertical, Horizontal, Fire Suppression, and for Alaska, Hawaii, Puerto Rico and Virgin Islands. In your response, indicate if you intend to issue a proposal under more than one region and identify those regions. Criteria D –Past Performance (SF330, Part I, Section H): Firms must provide relevant past performance in the accomplishment of similar work. Firms must submit information for relevant contracts and subcontracts including the name, address, and telephone number of references. Relevancy is defined in the DOD guide, as it pertains to the collection and use of past performance, as information that has a logical connection with the matter under consideration and application period. Submit information for all relevant contracts and subcontracts started or completed within the past six (6) years measured from the date of this notice. The six (6) years requirement is for the portion of the professional services (i.e. design efforts). Projects must be at least B1/65% designed for Type A/B and at a minimum 50% complete on construction for Type C. Firms may include supporting information in the proposal, such as letters of commendation from clients, past performance on recent similar contracts, information on problems encountered in prior contracts, and actions taken to remedy unsatisfactory performance. Past performance on contracts with Government agencies and private industry regarding quality, cost control, and timeliness of work will be reviewed. Past DOD experience data, available to the Government through Contractor Performance Assessment Reporting System (CPARS), will also be evaluated. Other credible, documented information on past performance should be considered, except for adverse performance information to which the firm has not had an opportunity to respond. Criteria E – Knowledge of the locality of the project areas within the States of California (CA), Washington (WA), Oregon (OR), and Nevada (NV). (SF330, Part I, Section H). All contract work is to be performed within the States California (CA), Washington (WA), Oregon (OR), and Nevada (NV). In SF330 Part I, Section H, describe and demonstrate the team’s familiarity with design requirements applicable to these locations. Submit information addressing specific knowledge of hydrology, soil conditions, Seismic conditions, weather conditions, and knowledge of State and local building codes and practices. Describe the extent of your familiarity with the defined local area construction industry expertise and its standard practices. List construction contractors with references from within the specified region who you have worked for as the Designer of Record on a Design-Build project or for whom you have been contracted for Type C/construction administration services by a third party (i.e. Type C/Title II services). Criteria F – Secondary Criteria THE FOLLOWING SECONDARY CRITERIA WILL BE USED AS A TIEBREAKER, IF NECESSARY: The firm shall provide all data for these secondary criteria on Part I, Section H, of the SF330. 1. Volume of Past DOD Contracts awarded to the firm during the previous twelve (12) months: Offerors shall provide the volume of work awarded by DOD agencies during the previous twelve (12) months. The volume of work shall be demonstrated in a table format and be categorized by contract, task order, project award, completion dates, and design fee dollar amount. Work previously awarded to the firm by DOD will be reviewed to effect an equitable distribution of contracts among equally qualified firms. Data from the Federal Procurement Data System (FPDS) may be also utilized by the Government. 2. Superior Performance Evaluations on recently completed DoD contracts. Performance with ratings of exceptional will be considered as Superior Performance Evaluations. 3. The extent to which potential contractors identify and commit to small business and to small disadvantaged business (SDB) where the NAICS Industry Subsector of the subcontracted effort is one in which use of an evaluation factor or subfactor for participation of SDB concerns is authorized (see FAR 19.201(b)), and to historically black college or university and minority institution performance as subcontractors. The extent of commitment shall comply with the requirements of FAR 52.219-8. Offerors demonstrating a greater commitment to small business participation will be evaluated more favorably under this criterion. 4. Geographic Proximity within the locations for Vertical Region 09: Firms based in or having branch offices in the states of California (CA), Washington (WA), Oregon (OR), and Nevada (NV) with core disciplines (full-service) including architects, and mechanical, civil, electrical, and structural engineers working in the same office or within a proximity of fewer than 50 miles from the states within this region will be considered as meeting the requirement for geographical proximity. CRITERIA RATINGS: Technical criteria described above (A, B, C, E, and F) will be assigned one of the following adjectival ratings: BLUE (Outstanding) SF330 Proposal meets requirements and indicates an exceptional approach and understanding of the requirements and contains multiple strengths, and the risk of unsuccessful performance is low PURPLE (Good) SF330 Proposal indicates a thorough approach and understanding of the requirements and contains at least one strength, and the risk of unsuccessful performance is low to moderate. GREEN (Acceptable) SF330 Proposal meets requirements and indicates an adequate approach and understanding of the requirements, and the risk of unsuccessful performance is no worse than moderate. YELLOW (Marginal) SF330 Proposal has not demonstrated an adequate approach and understanding of the requirements and/or risk of unsuccessful performance is high. RED (Unacceptable) SF330 Proposal does not meet the requirements of the synopsis advertised on Contracting Opportunities, and thus contains one or more unacceptable deficiencies, and/or risk of unsuccessful performance. The proposal is non-awardable. The following adjectival relevance and performance confidence ratings will be used to evaluate the Past Performance criteria (D): Relevance Ratings Very Relevant - Present/past performance effort involved essentially the same scope and magnitude of effort and complexities this solicitation requires. Relevant - Present/past performance effort involved similar scope and magnitude of effort and complexities this solicitation requires. Somewhat Relevant - Present/past performance effort involved some of the scope and magnitude of effort and complexities this solicitation requires. Not Relevant - Present/past performance effort involved little or none of the scope and magnitude of effort and complexities this solicitation requires. Performance Confidence Ratings Substantial Confidence - Based on the offeror’s recent/relevant performance record, the Government has a high expectation that the offeror will successfully perform the required effort. Satisfactory Confidence - Based on the offeror’s recent/relevant performance record, the Government has a reasonable expectation that the offeror will successfully perform the required effort. Neutral - No recent/relevant performance record is available or the offeror’s performance record is so sparse that no meaningful confidence assessment rating can be reasonably assigned. The offeror may not be evaluated favorably or unfavorably on the factor of past performance. Limited Confidence - Based on the offeror’s recent/relevant performance record, the Government has a low expectation that the offeror will be able to successfully perform the required effort. No Confidence - Based on the offeror’s recent/relevant performance record, the Government does not expect that the offeror will be able to successfully perform the required effort. ENFORCEABILITY OF PROPOSAL: The proposal must set forth full, accurate, and complete information as required by this announcement. By submission of the offer, the Offeror agrees that all items proposed (if applicable e.g., key personnel, subcontractors, etc.) will be utilized for the duration of the contract and any substitutions shall require prior Contracting Officer's approval. The award decision for this contract will be based, in part, on an evaluation of the key personnel and/or subcontractors the Contractor included in its proposal for the positions and/or items of subcontracted work identified in the proposal. The Contractor agrees these key personnel and/or subcontractors will be employed as described in its proposal and no substitutes will be employed without the prior written approval of the Contracting Officer or Administrative Contracting Officer. The Contractor further agrees that any proposed substitutes shall meet or exceed the qualifications of the original personnel and/or subcontractors. If the Contractor’s proposal did not name a subcontractor for an identified item of work, the Contractor will not be allowed to subcontract that item of work without prior approval of the Contracti...