16PBGC25Q0057_Attachment_5_-_Sole_Source_Justification_Redacted.pdf

SOLE SOURCE JUSTIFICATION

(FOR SAP PROCUREMENTS)

Contracting Organization: Pension Benefit Guaranty Corporation (PBGC) / Procurement Department (PD)

Requisition Number: RQ3525000106

Procurement Action Type: New

Contract Number: TBD

Contractor Name or Brand Name Product: Willis Towers Watson (WTW), LLC, (Benefit Connect Licenses)

Supplies or services to be procured:

The Pension Benefit Guaranty Corporation (PBGC) protects the retirement incomes of over 31 million American workers in private sector defined benefit pension plans. A defined benefit plan provides a specified monthly benefit at retirement, often based on a combination of salary and years of service. PBGC was created by the Employee Retirement Income Security Act of 1974 to encourage the continuation and maintenance of private sector defined benefit pension plans, provide timely and uninterrupted payment of pension benefits, and keep pension insurance premiums at a minimum.

The Plan Asset and Data Management Department (PADMD) administers the Office of Benefits Administration’s (OBA’s) plan asset evaluations, participant data and records management programs by using auditor judgement and other analytical procedures; oversee the preservation of evidence supporting individual participant calculations and financial reporting.

The Actuarial Services and Technology Department (ASTD) provides actuarial oversight and expertise supporting PBGC benefit calculation, valuation, and administration as well as providing programmatic management, technical support, and quality assurance for OBA systems.

Benefit Connect is a portal site that houses the payments and calculations of the Sears pension participant. The contractor shall provide Benefit Connect (BC) licenses along with the required system support, enabling PBGC staff to utilize the benefit administration support system. This system must grant PBGC personnel access to essential data in BC for conducting research, executing benefit calculations, and managing benefits for approximately 90,000 participants in the Sears Pension plans.

The Benefit Administration Support Licenses (BC) shall include the following specifications:

Provide read-only access to 10 PBGC users to the BenefitConnect system.

The contractor shall host and maintain the database BenefitConnect core system release consumption to absorb any security patches that are included in a core release or are dependent on being current on releases.

Provide system support for data center Cloud migration activities which are required for BenefitConnect hosting.

Data center hosting fees Provide monthly maintenance activities Provide monthly and quarterly SOC1 user access reviews and compliance.

Provide three hours per month of system and administration resource support outside of the above activities

1. AGENCY AND CONTRACTING ACTIVITY

2. NATURE AND/OR DESCRIPTION OF THE ACTION BEING APPROVED

3. DESCRIPTION OF THE SUPPLIES OR SERVICES REQUIRED TO MEET THE AGENCY’S NEED

Supplies: Quantity and estimated value of each item to be procured: OR Services: Period of performance and estimated value of each service to be procured:

10 User Licenses to access Benefit Connect

Base Year: 12-months from the time of award Option Year 1: 12-months

Total Estimated Contract Value: $515,060.40

FAR Subpart 13.106-1(b)(2) – The required supplies or services are commercial items, only one source (including brand name product) is capable of satisfying the Agency’s requirement, and the cost/price exceeds the SAT but does not exceed $7M.

No alternative products besides Willis Towers Watson tool could meet PBGC’s requirements as stated in the SOW.

Other companies offer benefit pension plan services, as identified in the table above, but none have the unique service to provide full access to Benefit Connect.

We reviewed the following firms: Milliman, Inc., Mercer, Aon Hewitt and noted that while these firms provide pension plan services, they would not be able to provide the support for the PBGC to access Sears participant data.

Thus, there is only one available source that can meet the nature of the requirement at hand. During Fiscal year 2019, the PBGC assumed trusteeship of the Sears Holding Pension Plans 1 and 2 (“the Plans”.) Willis Towers Watson “WTW” was the administrator and actuarial services firm for the Plans at the time. The Plans have approximately 90,000 participants.

The continued access to benefit administration support licensing services through WTW by PBGC is advantageous to the government until such time that PBGC can staff up to take over the volume of benefit payments, assess the existing documentation and complete historic document and data retention activities on the Plans. The Plans are a larger size and complexity than PBGC’s typical plans and to provide a continued service to approximately 90,000 Sears participants, continued services by WTW are necessary for the short term. WTW is the only source available currently.

Benefit Connect is proprietary to WTW. Benefit Connect is the only source of the Sears pension data that PBGC needs to access to meet the nature of the requirement at hand. As such, while the general benefits administration services would be available from any of the actuarial firms listed above, the licenses for Benefit Connect and the specific proprietary services and data for the Sears pension plans are only available from WTW to continue the benefit administration efforts at PBGC. There are no MAS, GWACs or multi-agency contracts available to support this requirement. There is an existing PBGC contract that supports this service, but the contract expires in May 2025.

There are no alternatives to acquiring the necessary benefit administration support licenses from WTW that would ensure PBGC meets its mission requirements without critical interruptions to the payment of benefits, an increase in Congressional oversight and a significant increase in cost given the time it would take to award and transition the services contract to another contractor while the procurement is being conducted.

The program office recently conducted market research for the required benefit administration support licenses.

Based upon the results, it was determined that WTW’s benefit administration support licenses (Benefit Connect) was the only source available. Although the general benefit administration services are commercially available, WTW is the only contractor identified to meet all the specified requirements outlined in the SOW.

4. AUTHORITY PERMITTING SOLE SOURCE PROCUREMENT

5. DEMONSTRATION THAT THE CONTRACTOR’S UNIQUE QUALIFICATIONS OR THE NATURE OF THE

ACQUISITION REQUIRES THE USE OF THE AUTHORITY CITED

6. DESCRIPTION OF EFFORTS MADE TO ENSURE THAT QUOTATIONS/OFFERS ARE SOLICITED FROM

AS MANY POTENTIAL SOURCES AS PRACTICABLE

A Request for Quotation (RFQ) will be sent to WTW. When the quote is submitted, the proposed pricing will be evaluated for reasonableness by verification of the proposed price and comparison to recent market prices for similar services. Additionally, the option periods will be included in the evaluation. The price quote will also be compared to contract pricing and WTW’s commercially advertised pricing. The pricing will also be evaluated against WTW’s price lists and be escalated according to industry indexes and historical prices.

PBGC reviewed the product line information on the defined benefit pension administration sites of the various actuarial firms and GSA/FABS Schedules (including WTW, Mercer, Aon Hewitt and Milliman). To the best of our knowledge, only WTW has actively used Benefit Connect, as it was an internally developed software application in use at WTW for benefit administration on various plans, including the Sears Plans. Currently, WTW uses different software for benefits administration (other than Benefit Connect) and the Benefit Connect information is on stand-alone cloud environment. However, WTW is the only source of the Sears pension data that PBGC needs to access to meet the nature of the requirement at hand. As such, while the general benefits administration services would be available from any of the actuarial firms listed above, the licenses for Benefit Connect and the specific proprietary services and data for the Sears pension plans are only available from WTW to continue the benefit administration efforts at PBGC. There are no MAS, GWACs or multi-agency contracts available to support this requirement. There is an existing PBGC contract that supports this service, but the contract expires in May 2025.

Not applicable, there are no additional facts supporting the use of sole source.

A notice of intent to award a sole source will be posted on SAM.gov.

The WTW was responsible for benefit administration and actuarial services for both Sears plans prior to trusteeship by PBGC in February 2019, and for a period after trusteeship of the plans by PBGC, Benefit Connect contained critical historical pension plan data needed by PBGC. While PBGC has maintained Benefit Connect access for several years and received raw Benefit Connect data, some data gaps in the Benefit Connect data received were identified by PBGC over the course of the audit and valuation work in the Office of Benefits Administration (OBA). Valuation work will continue through the issuance of final benefit determinations to participants in the Sears Plans prior to the end of the proposed contract, and continued access to benefit administration support licensing services through Benefit Connect.

Additional Benefit Connect Data would allow for the receipt of any remaining relevant historical pensioners’ data for the Sears Plan from WTW, which would complete the migration of full copies of the relevant pension data files within Benefit Connect for the Sears Plans. PBGC would expect the remaining Benefit Connect data to be supplied to PBGC within the base year of the contract.

The following specific steps will be taken to permanently migrate the necessary Benefit Connect (BC) data into PBGC systems and reduce reliance on sole-sourced Willis Towers Watson (WTW) Benefit Connect licenses:

WTW will perform the queries/extractions for the three items from the Benefit Connect database (listed below), which were not supplied previously to PBGC, nor are available through the Benefit Connect licenses:

o Full case master, case notes and case activity tables o PDF version of the calc audit containing the calc information

9. ANY OTHER FACTS SUPPORTING THE USE OF SOLE SOURCE

7. DETERMINATION BY THE CONTRACTING OFFICER THAT THE ANTICIPATED COST TO THE

GOVERNMENT WILL BE FAIR AND REASONABLE

8. DESCRIPTION OF THE MARKET RESEARCH CONDUCTED AND THE RESULTS, OR A STATEMENT

OF THE REASON MARKET RESEARCH WAS NOT CONDUCTED

10. LISTING OF SOURCES, IF ANY, THAT EXPRESSED, IN WRITING, AN INTEREST IN THE ACQUISITION

11. A STATEMENT OF THE ACTIONS THE AGENCY MAY TAKE TO REMOVE OR OVERCOME ANY

BARRIERS TO COMPETITION BEFORE MAKING ANY SUBSEQUENT ACQUISITION FOR THE

SUPPLIES OR SERVICES REQUIRED

Page 2 Revised: 03/26/2018 - Older versions are obsolete and should not be used.

o Export of the Payment amount table WTW will utilize LeapFile and securely transmit the extracts to a designated PBGC contact Upon receipt, TRMD/ASTD/OBA will place the extracts on the dedicated secure Sears Shared data drive and will make the extracts available to designated members of the PBGC Sears processing team.

Additionally, TRMD/ASTD/OBA will update the Power BI viewer created for Benefit Connect data with data from the obtained extracts. The Power BI viewer for the Benefit Connect data provides designated PBGC users with an easy to use front-end to search and display of Benefit Connect data obtained by

PBGC.

PBGC believes that obtaining and integrating the remaining BC data for ongoing administration of the Sears plans will ultimately eliminate the need for PBGC’s reliance on direct access to the Benefit Connect system from WTW.

I hereby certify that this Sole Source Justification, and all supporting data, are accurate and complete to the best of my knowledge and belief.

Signature

I hereby certify that this Sole Source Justification, and all supporting data, are accurate and complete to the best of my knowledge and belief.

Justification does not exceed $700K - I approve this Sole Source Justification.

Justification exceeds $700K

Diahanna A. Bradley Contracting Officer

Signature

I approve this Sole Source Justification

Justification exceeds $700K but does not exceed $7M

Competition Advocate

__________________________N/A___________ ___________________________ Signature Date

12. TECHNICAL OR REQUIREMENTS PERSONNEL’S CERTIFICATION

13. CONTRACTING OFFICER’S REVIEW OR APPROVAL

14. COMPETITION ADVOCATE’S REVIEW OR APPROVAL

DIAHANNA

BRADLEY

Digitally signed by

DIAHANNA BRADLEY

Date: 2025.05.21 08:20:45 -04'00'