JUSTIFICATION FOR OTHER THAN FULL AND OPEN COMPETITION

FOR COMMERCIAL PRODUCTS AND SERVICES OVER SAT BUT LESS THAN OR EQUAL TO $9M

PER FAR 12.102 AND 12.201-1 SIMPLIFIED PROCEDURES

Identification Number: 16PBGC26Q0045

1. Identification of the agency and contracting activity.

A. Agency: Pension Benefit Guaranty Corporation (PBGC) B. Contracting activity: Procurement Department (PD) C. Program Office: Office of Operations (OO) D. Department: Actuarial Services and Technology Department (ASTD)

2. Nature and/or description of the action being approved.

☒ Firm-fixed-price ☒ Contract

In accordance with Executive Order 14402, issued April 30, 2026, which mandates use of Firm Fixed Price to the maximum extent practicable, this contract is awarded as a Firm Fixed Price. The Executive Order directs federal agencies to make fixed‑price, performance‑based contracts the default procurement method to reduce cost overruns and increase accountability. The contractor is incentivized to complete the work within the scheduled period of performance and at the negotiated fixed price established at the outset.

3. A description of the services required to meet the agency’s needs:

A summary description of services is provided in the paragraphs below. The Statement of Work (SOW) is attached to the SAM.gov Notice. Please refer to the Notice for SOW and full details.

SUMMARY DESCRIPTION OF SERVICES:

Under this contract, PBGC will award a Firm-Fixed-Price (FFP) contract on a basis of other than full and open competition for Actuarial Support Services to complete identified work on three Complexity Level IV trusteed pension plans: Sears Holding Pension Plan 1, Sears Holding Pension Plan 2, and The McClatchy Company Retirement Plan.

ASTD provides accurate and timely calculation of benefits for participants on three Complexity Level IV pension plans via the use of contractor support made available via task orders. ASTD is in need of contractor support to complete the actuarial valuation provided under the subject task orders for the following three plans. Complexity Level IV Pension Plans are considered high-profile pension plans that the Office of Operations (OO) senior management has designated to be the largest and most complicated plans in the OO’s inventory. The three plans which require support are as follows:

Project ID Project Name

1. 23741500 THE MCCLATCHY COMPANY RETIREMENT PLAN

2. 23148400 SEARS HOLDINGS PENSION PLAN 1

3. 23148500 SEARS HOLDINGS PENSION PLAN 2

The Contractor shall provide necessary actuarial support and expertise to PBGC to meet its goal of paying pension benefits on time and accurately and maintain high standards of stewardship and accountability.

PBGC requires uninterrupted actuarial support to complete Benefit Statements, Retirement Statements, Actuarial Case Reports, software close-out files, and post-valuation support for the three identified pension plans. These plans are among PBGC’s most complex trusteed plans and require precise continuity of actuarial methods and data treatment to ensure accurate benefit payments to participants.

Performance Tasks are identified in the Statement of Work.

The scope of this work is to provide professional support services to assist the PBGC, Office of Operations (OO), and ASTD in ensuring the effective delivery of their mission and function. The Contractor shall provide commercial, professional services that support Complexity Level IV pension plan complexities, as well as the necessary actuarial support and expertise to PBGC, enabling it to meet its goal of paying pension benefits on time and accurately while maintaining high standards of stewardship and accountability.

The pension plans trusteed by PBGC vary in dollar value, participant size and complexity.

OO estimates the complexity and cost to process cases at the aggregate level, made possible by historical data and OO’s Predictive Plan Processing Complexity Model. Based on the OO Complexity Band, OO assigns a Complexity Level for each plan. PBGC primarily completes Complexity Level I plans through its federal staff and acquires support for plans with more complexity. Based on these factors, OO assigns a predictive complexity level of each plan.

For the plans associated with this requirement, a Complexity Level IV is needed and is defined below:

Complexity Level Estimated Range of Participant Size

Examples of Plans at this Level

IV 4,500 + Any plan larger than 4,500 participants

This action is being taken under the authority of Simplified Procedures for Commercial Item Items, 41 U.S.C. 1901, Simplified Procedures, as implemented by FAR 12.201-1. The additional statutory authority supporting other than full and open competition for this action is listed below:

☒ 41 U.S.C. 3304(a)(1), also found in FAR 6.103-1(b):

“Only one responsible source and no other supplies or services will satisfy agency requirements”

5. A demonstration that the proposed contractor’s unique qualifications or the nature of the acquisition requires use of the authority cited.

This justification is based on plan-specific continuity requirements and unacceptable delays to verified milestones if competed at this time. The Government requires actuarial support services to complete benefit calculations, Actuarial Case Reports (ACRs), benefit statements, software close‑out files, and post‑valuation support for the three Complexity Level IV pension plans identified in Section 3 above.

These plans are among PBGC’s most complex trusteed plans and require continuous, detailed actuarial work built on data, calculations, methodologies, and documentation produced over several years.

As described at RFO 6.103-1(b), full and open competition need not be provided when the required services are available from only one responsible source, and no other services will satisfy agency requirements.

The incumbent contractor, Bolton Partners DC, Inc. (“Bolton”) (Unique Entity Identifier/UEI: RFCCXB4FC2G2) is the only responsible source capable to provide these services to PBGC based on the following:

Bolton’s unique and non-transferable knowledge of the participant-level data structures used for these plans, and the absence of any other vendor capable of meeting PBGC’s quality and timeframe requirements without introducing unacceptable operational risks to successfully close out these specific Complexity Level IV plans.

Bolton has developed highly specialized, extensive, detailed institutional knowledge of these plans over approximately eight years (Sears) and six years (McClatchy). This includes plan‑specific assumptions, prior benefit calculation methodologies, specific coding logic used in benefit and retirement statement programming, historical participant‑level data validation, case processing documentation, and resolution of legacy data anomalies.

The remaining plan work is inherently dependent on methodologies, software logic, data structures, and actuarial baselines established by Bolton under prior task orders identified in

Section 3 above. Because these technical foundations cannot be replicated without significant re-engineering effort, only Bolton can meet PBGC’s minimum requirements for continuity, accuracy, and timely completion of benefit calculations.

• How much further will the current items/services carry you?

The current services for the plans end:

October 15, 2026 (McClatchy Plan – 16PBGC20T0017) October 15, 2026 (Sears Plan – 16PBGC19T0007)

• What are the verified minimum requirements of the Government?

A minimum of one 12-month base year is the verified minimum requirement of the Government. The Government requires the services to complete SOW tasks and services described herein.

• Identify the constraints such as schedule requirements, unique features and mandatory requirements, or the existence of patent, proprietary data, copyright or other such limitations which restrict competition.

This contract will include the agency’s largest, most complex, and most high-profile plans, McClatchy plan (23,000 participants) and the Sears plans 1 and 2 (combined 82,000 participants). PBGC requires the stated period of performance to ensure complete, uninterrupted actuarial support through all phases of case processing.

The stated period of performance of one year provides PBGC with sufficient time to absorb any delays, allowing Bolton to support tasks that extend past initial estimates.

Following software closeout, Bolton must provide post-valuation support including research, calculations, and preparation of manual BDLs for lingering or complex cases. Large plans, like these, consistently generate such trailing cases, and this work regularly continues beyond projected dates. If Bolton’s contractor support ends prematurely, PBGC risks incomplete determinations, inaccurate calculations and delays in BDL issuance.

Failure to apply this justification would result in substantial delays in completing benefit calculations and ACRs for all three plans referenced in Section 3 above.

These delays would directly impact PBGC’s ability to deliver accurate and timely participant benefits, which is a core mission requirement.

If the work was competed and reassigned, the incoming contractor would require months to reconstruct prior work before beginning any of the remaining tasks.

This would disrupt the planned sequence of valuations, delay the issuance of accurate benefit statements, and impede transition of these plans to ongoing administration. The delay would also increase overall project cost to the Government due to the necessity of re‑creating complex actuarial baselines, software logic, and case files.

6. A description of efforts made to ensure that offers are solicited from as many potential sources as is practicable, including whether a notice was or will be publicized as required by FAR 5.101 and FAR 5.201 and, if not, which exception under 5.101(b) or 5.201(b) applies.

☒ The Contracting Officer shall publish the notices required by FAR 5.101 and 5.201.

A Notice of Intent was issued to the SAM.gov Contract Opportunities portal on September 30, 2026 requesting that parties express their interest in writing to the Contracting Officer by providing a capabilities statement. Three (3) responses were received. The Contracting Officer will respond to interested parties, and the outcome of review prior to making an award.

The CO will provide a review outcome and the specific reasons the interested source cannot satisfy the verified minimum timeline without delay.

• Number of responses received:

o Three

• Each respondent’s capability assessment is summarized as follows:

o #1 – Buried to Blossom – A response received on 9/30/26 at 11:39AM. The vendor’s response did not contain a capability statement. In their response, the vendor acknowledged that it does not have the ability to independently perform actuarial services or satisfy the complete requirement and expressed an interest in pursuing a subcontracting arrangement with another vendor.

o #2 – Gavior Technologies – A response received on 10/1/26 at 8:26AM. The vendor’s response did not contain a capability statement. Additionally, there are additional risks identified with where this contractor is headquartered (India).

PBGC cannot conduct business with foreign entities based Outside the Continental US (OCONUS). Additionally, it does not appear that the vendor does not have the specialized experience to successfully perform on this requirement (this company is a digital engineering and software studio) o #3 – Tenders Trade – A response received on 10/1/26 at 2:22 AM. – The vendor did not provide a capability statement nor did it offer any evidence that it could meet the needs of this requirement. Instead, the vendor invited PBGC to subscribe to the Tenders Trade database, the “Public Procurement Directory — a free sourcing tool directly powered by award notices from companies that have won public contracts.” Tenders Trade provided a recommendation to PBGC to reference its database. This contractor has not demonstrated interest in or capability to directly complete the services required by PBGC. Therefore, this respondent cannot meet PBGC’s minimum timeline/requirements.

7. A determination by the contracting officer that the anticipated cost to the Government will be fair and reasonable as required by FAR 12.204 and FAR 6.104-1(a)(7). (Note Items 7 through 11 are reserved for CO completion.

The CO determined the anticipated price(s) will be fair and reasonable based on historical rate/deliverable comparisons to prior PBGC actuarial task orders.

A price reasonableness assessment will be completed after the Quote is received and prior to award.

8. 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.

The Government conducted market research of the industry to identify large and small businesses that may possess the capability to perform the required services.

The following sources and techniques were used to conduct this market research:

1) Internet Search(es),

2) Other PBGC Contracts,

3) GSA Multiple Award Schedule (MAS) under Category 541611: “Management and

Financial Consulting, Acquisitions and Grants Management Support, and Business Program and Project Management Services”

4) The Small Business Administration's Dynamic Small Business Search (DSBS) website at www.dsbs.sba.gov.

Market research identified at least six (6) vendors potentially capable of providing the actuarial support services. While multiple actuarial vendors exist in the marketplace, none possess the coding structures, participant-level data handling experience, or historical actuarial baselines developed specifically for these plans.

If the work was competed and reassigned, the incoming contractor would require months to reconstruct prior work before beginning any of the remaining tasks.

This would disrupt the planned sequence of valuations, delay the issuance of accurate benefit statements, and impede transition of these plans to ongoing administration. The delay would also increase overall project cost to the Government due to the necessity of re-creating complex actuarial baselines, software logic, and case files. A more detailed explanation can be found above in Section 5.

While market research confirms that capable actuarial firms are available generally, only Bolton can satisfy PBGC’s continuity requirements for these specific Complexity Level IV plans within the quality and timeframe required to successfully close out the plans. .

Therefore, based on the plan assignments made in accordance with Task Orders and Bolton’s unique qualifications, PBGC determined it was in the Government’s best interest to award a sole-source contract to Bolton to complete the remaining plan work.

9. Provide a narrative of any other facts supporting the use of other than full and open competition, such as:

i. Procurement History:

a. Insert contract numbers and dates of the last several contracts for the same requirement.

Task Orders 16PBGC19T0007 (Sears Holding Plans awarded on December 1, 2018) and 16PBGC20T0017 (McClatchy Company Retirement Plan – awarded on April 16, 2020) were awarded to Bolton to provide actuarial support services for the assigned Complexity Level IV Plans under Bolton’s PBGC IDIQ contract # PBGC01-D-17-0003.

b. Competitive status of the actions listed above in 9.i.a.

The Task Orders were competed and awarded to Bolton Partners D.C., Inc., under a PBGC multi-award IDIQ for actuarial support services. The IDIQ was competed in the open market, as an unrestricted procurement using FAR Part 16 procedures.

c. If a justification was prepared to support the procurement made before this one, provide a summary of that justification.

A prior sole-source justification was not issued for these services. (Not applicable)

d. If any prior contract for this requirement was accomplished using full and open competition, include a detailed explanation of the changed circumstances causing this action to now limit the sources.

Under the prior Task Orders, Bolton was responsible for completing post-valuation tasks through plan). This necessarily resulted in development of all plan-specific actuarial baselines, coding logic, and participant-level data validation now required for remaining work. This historical assignment is the source of the unique capabilities described in Section 5 above.

10. A listing of the sources, if any, that expressed, in writing, an interest in the acquisition.

APPROVALS

In accordance with FAR 6.104-2, based upon the foregoing justification, I hereby approve the above-mentioned procurement on an other than full and open competition basis, subject to the availability of funds, and provided that the services or property herein described have otherwise been authorized for acquisition.

Contracting Officer (if $900,000 or below) Signature

10/7/2026