JOFOC_Postaward_RFO 6.103-2_SCS_2031JW26C00009.pdf

JUSTIFICATION FOR OTHER THAN FULL AND OPEN COMPETITION (JOFOC)

(REVOLUTIONARY FAR OVERHAUL (RFO))

1. Identification of the requiring activity and the contracting activity:

Requiring Activity: U.S. Department of the Treasury, Office of the Comptroller of the Currency (OCC), Regional and Midsize Financial Institutions (RMFI)

Contracting Activity: U.S. Department of the Treasury, OCC, Office of Acquisition Management (AQM)

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

This justification and approval (J&A) for other than full and open competition is under unusual and compelling urgency in accordance with FAR 6.103-2. The anticipated action will result in a firm-fixed-unit-price (FFUP), single award contract for Stablecoin Consulting Services (SCS). The services are required urgently (as soon as possible). Therefore, this J&A is made after contract award, as making the determination before award would have unreasonably delayed the acquisition. The contract shall be asserted under the North American Industry Classification System (NAICS) Code 541611 � Administrative Management and General Management Consulting Services; size standard of $24.5M. The OCC has identified opportunity among limited sources offering these services.

The period of performance is a 6-month base period and one 6-month option period, for a total contract period of 1 year, should the option be exercised.

2.b Name of the Contractor: Metrika, Inc 2.c Requisition No.: OCCR000719800 2.d Bridge contract: Yes No 2.e Brand name: Yes No 3.a A description of the supplies or services required to meet the agency�s needs (including the estimated value):

This acquisition is for an immediate requirement to acquire consulting services required to support the OCC�s RMFI Supervisory Business Unit with creating an entire supervisory framework for implementing oversight and compliance with the Guiding and Establishing National Innovation for U.S. Stablecoins (GENIUS) Act (enacted on July 18, 2025). The Contractor must provide services to support establishing a comprehensive system within the OCC�s multifaceted business units to develop: supervisory procedures, protocols, and workflow processes related to the GENIUS Act regulatory and compliance requirements for Permitted Payment Stablecoin Issuers; enhanced manuals, handbooks, and training materials in preparing Bank Examiners; as well as training questions and scenarios used by Bank Examiners on compliance with the GENIUS Act, Anti-Money Laundering (AML), Countering the Financing of Terrorism (CFT), and the Bank Secrecy Act (BSA) and sanctions compliance. See the attached statement of work for additional details.

The estimated value is $1,599,000.00 for the base and option periods.

4. Identification of the authority being used:

41 U.S.C. 3304(a)(2) (as implemented by RFO 6.103-2) � Agencies may contract without providing for full and open competition when the agency's need for the supplies or services is of such an unusual and compelling urgency that the Government would be seriously injured, financially or otherwise, unless the agency is permitted to limit the number of sources from which it solicits bids or proposals.

5. A demonstration that the nature of the acquisition requires use of the authority cited:

There is a very limited pool of qualified subject matter experts in the emerging industry of digital asset payments (e.g., stablecoins, cryptocurrencies). The OCC will have exclusive regulatory or enforcement authority over certain Permitted Payment Stablecoin Issuers (PPSIs) under the GENIUS Act, enacted on July 18, 2025. The OCC later issued its comprehensive Notice of Proposed Rulemaking (NPRM) on February 25, 2026, to propose regulations that would apply to PPSIs under the OCC�s jurisdiction. Due to the GENIUS Act�s impending effective date deadline, the OCC now only has a few months to ensure drafted instructional and reference materials are in place to supervise and ensure compliance with the GENIUS Act.

Therefore, the OCC has an unusual and compelling urgency for consulting services and technical subject matter expertise necessary to fill knowledge gaps in support of building a supervision program focused on assessing institutions� AML, CFT and BSA compliance and economic sanctions frameworks. The OCC currently supervises digital asset companies and will have exclusive authority to license, regulate, examine and supervise certain Permitted Payment Stablecoin Issuers (PPSIs) when the GENIUS Act becomes effective on January 18, 2027. Although it typically requires years to train and develop Bank Examiners, the OCC will only have a few months to do so before the effective date of the GENIUS Act. Given the aggressive statutory implementation deadlines, consultants will need to have expansive blockchain and stablecoin knowledge, experience, know-how, and resourcefulness to meet tight project and sprint deadlines to support the OCC.

6. A description of efforts to ensure that offers were solicited from as many potential sources as is practicable, including whether a notice was or will be publicized as required by FAR Part 5 and, if not, which exception under part 5 applies:

Market research conducted of potential sources in the emerging digital assets and stablecoin space yielded a limited pool having this expert knowledge and experience. The limited pool included startups and newer companies with no traditional government contractor experience.

As a result, the OCC limited the number of sources to four sources that could reasonably perform the services sought within the short window, requiring immediate execution at contract start. Therefore, the OCC did not publicize this requirement prior to award, based on the urgency of the OCC having to implement the GENIUS Act within less than 6 months from the planned contract award date (see exception per RFO 5.101(b)(2).

7. A determination by the Contracting Officer that the anticipated price to the Government will be fair and reasonable:

The Contracting Officer determined the price for the Stablecoin Consulting Services are fair and reasonable based on pricing information obtained from potential sources at the time of conducting market research. Additionally, further determination that the total proposed price was reasonable was based on competitive quotes received from qualified Quoters.

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:

Market research yielded a limited number of sources available for this specialized expertise, which focuses largely on digital asset payments, with experienced practitioners involved in the tracking and monitoring of those payments, and able to execute the breadth of scope for any risk area or category brought on by stablecoin transactions. Each of the sources found were given the opportunity to have a one-on-one market research meeting with the OCC to discuss their capabilities, experience, and costs. As a result of the research conducted, four companies were identified as potentially being capable of meeting the OCC�s SCS requirements (see block 10 below for the companies listing).

9.a Any other facts supporting this justification:

Given the GENIUS Act�s urgent implementation deadlines, the OCC is statutorily required to establish a framework to license, regulate, examine and supervise certain PPSIs by the January 18, 2027 effective date. Inability to quickly obtain adequate contract support to meet urgent statutory deadlines would seriously injure the OCC�s ability to execute its exclusive mandate to license, regulate, examine and supervise PPSIs, and ultimately, would harm the safety and soundness of not only these entities but the United States banking system and the financial stability of the United States. The absence of sound procedures could introduce financial instability to the industry when the frameworks, guides and rules to implement the GENIUS Act go into effect on January 18, 2027.

9.b Attachments: Yes No Statement of Work

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

The following companies expressed written interest to the SCS acquisition �

a. Crowe LLP

b. Deloitte Consulting LLP

c. Webacy, Inc.

d. Metrika, Inc.

11. A statement of the actions, if any, the Requiring Activity or Contracting Activity may take to remove or overcome any barriers to competition before any subsequent acquisition for the supplies or services required:

In the event of a future need for this requirement, the Requiring Activity will first survey the marketplace and perform market research to remove or overcome any barriers that led to full and open competition, specifically before any subsequent acquisition for SCS are made.

Additionally, the Requiring Activity will work with the Contracting Activity to seek industry feedback for purposes of identifying potential sources having similar characteristics in performing services in the areas of blockchain, digital asset payment, cryptocurrency, and stablecoin. The Contracting Activity will also search the marketplace for any new entrants having similar experience, by querying the Governmentwide Point of Entry and/or soliciting feedback from industry via sources sought notices or request for information posting, and present information of any available vehicles to promote competition, while streamlining the process for more efficient acquisitions.

12. Certifications and Approvals:

12.a Program Office certification (Requiring Activity). I hereby certify that any supporting information and data provided, which form the basis for this justification, are accurate and complete to the best of my knowledge and belief.

See Digital Signature Name Date

Signature

12.b Contracting Officer certification and approval. I hereby determine the circumstances of this acquisition support the justification to acquire the item(s) on a sole source (including brand name) basis under the authority of RFO Part 6. I also certify this justification is accurate and complete to the best of my knowledge and belief. Therefore, unless additional approvals are required as prescribed below, as the authorized contracting officer for this acquisition, I hereby approve this justification.

Anethra Facione See Digital Signature Name Date

-04'00'

13. Additional Reviews and Approvals (As applicable):

13.a Advocate for Competition (if over $900,000 but not exceeding $20 million) (Contracting Activity). I have reviewed this justification and find it to be accurate and complete to the best of my knowledge and belief. Therefore, unless additional approvals are required as prescribed below, as the Advocate for competition, I hereby approve this justification.

See Digital Signature Name Date