TO MEMBERS OF THE NATIONAL LABORATORIES SUBCOMMITTEE: ACTION ITEM APPROVAL TO SUBMIT BID FOR THE LOS ALAMOS NATIONAL LABORATORY CONTRACT

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1 N2 Office of the President TO MEMBERS OF THE NATIONAL LABORATORIES : For Meeting of ACTION ITEM APPROVAL TO SUBMIT BID FOR THE LOS ALAMOS NATIONAL LABORATORY CONTRACT EXECUTIVE SUMMARY The current management and operating contract for Los Alamos National Laboratory expires on September 30, The final Request for Proposal for the follow-on contract was released on October 25, 2017 and requires proposals to be submitted by December 11, This action item would delegate to the President the authority to submit a bid for the follow-on contract on behalf of the University s team in response to the final Request for Proposal. Submission of a bid would commit the University s team to enter into the contract if selected. RECOMMENDATION The President of the University recommends that the National Laboratories Subcommittee recommend to the Regents that the President be authorized to execute all necessary and appropriate documents to effect submission of a bid on behalf the University s team for the follow-on management and operating contract for Los Alamos National Laboratory. BACKGROUND The University of California has a long history of involvement with Los Alamos National Laboratory (LANL) dating back to the inception of the Laboratory in the 1940s. UC independently managed LANL for more than 60 years. Since 2006, the University has participated in the management and operation of LANL as a member of Los Alamos National Security, LLC (LANS). The current LANS contract is set to expire on September 30, Given the upcoming termination of LANS s contract, the U.S. Department of Energy s (DOE) National Nuclear Security Administration (NNSA) formally announced in June 2017 the commencement of the competition for the follow-on contract by releasing a Synopsis/Presolicitation Notice. This document announced that the follow-on contract would have a five-year base term with options for up to five additional years, and a four-month period of transition from LANS to the new contractor. The document further provided a preliminary schedule for release of the draft and final Request for Proposal (RFP) documents.

2 NATIONAL LABORATORIES -2- N2 In July 2017, NNSA released the draft RFP documents for review and feedback from interested parties. The draft RFP documents included only a small subset of the sections anticipated to be contained in the final RFP. UC timely submitted comments on the draft RFP. The Synopsis/Presolicitation Notice and draft RFP indicated that NNSA would release the final LANL RFP in September On the basis of this proposed schedule, the President sought and received Regents approval on an interim basis to form a team of first-tier and second-tier partners, which together would jointly prepare a bid. Regents approval was also granted to establish a special purpose entity (SPE) such as a limited liability company (LLC) to bid on and ultimately hold the LANL management and operating contract (M&O) contract. The Regents further approved the appointment of Regent Tauscher as the UC-appointed chair and director of the SPE s governing board, and the Vice President for National Laboratories (currently Ms. Budil) as the second UC-appointed director. On October 25, 2017, NNSA released the final RFP. Bids are due by December 11, By submitting a bid, an offeror commits to accepting and entering into the contract consistent with the terms specified in the final RFP. Summary of Important Request for Proposal Terms The following is a summary of the important terms contained in the final RFP, which will be incorporated into the follow-on LANL M&O contract. Overall, the contract framework and provisions are substantially similar to those elements of the current LANS contract. Contract Type and Value The solicitation contemplates a performance-based M&O contract with firm fixed price, costplus-fixed-fee, and cost-plus-award-fee components. The Services Being Acquired contract elements are divided into four Contract Line Item Numbers (CLINs): Transition Period, Management and Operating of the Los Alamos National Laboratory, Strategic Partnership Projects (SPP), and Capital Construction Projects. Transition Period Under CLIN 0001, NNSA will pay the contractor a firm fixed price for the cost associated with transitioning from LANS to the follow-on contractor during the fourmonth transition period prior to expiration of the LANS contract. The offeror s proposed firm fixed transition price must be below the government-mandated ceiling of $12.5 million. There is no fee associated with transition. Management and Operating of the Los Alamos National Laboratory CLIN 0002 covers the primary M&O services and provides for both fixed fee and award fee. The final RFP estimates the annual costs associated with CLIN 0002 to range from $1.98 billion in the first year to $2.38 billion in the tenth year (if all options are

3 NATIONAL LABORATORIES -3- N2 exercised). The total maximum fee pool is 2.5 percent. The ceiling for fixed fee is one percent of estimated cost, and the ceiling for award fee is 1.5 percent. In other words, the offeror may propose fixed fee and award fee percentages up to those amounts. The amount of award fee is determined by NNSA based on the Leadership Performance Evaluation criteria set forth in the contract. Strategic Partnership Projects Strategic Partnership Projects (SPP), formerly known as Work for Others, is work performed for non-doe entities, typically other federal governmental agencies and is covered by CLIN The final RFP contemplates a fixed fee only for SPP. The final RFP estimates the annual SPP costs from $166 million in the first year to $202 million in the tenth year (if all options exercised). The ceiling for fixed fee associated with CLIN 0003 is one percent. Capital Construction Projects Under CLIN 0004, each capital project in excess of $50 million will be identified as a Sub-CLIN via unilateral contract modification. The price and fee structure will be set forth on a project-by-project basis, and is not an element of the proposal. The terms and conditions of each project will be negotiated between NNSA and the contractor. These scope of the Services Being Acquired in the final RFP is generally consistent with current LANS cost-reimbursement M&O contract. Transition The LANS contract reimbursed $12.6 million of LANS s transition costs on cost reimbursement basis with no associated fee. M&O With respect to the management and operation of LANL, the LANS contract provided for a four percent fee pool, (1.2 percent fixed and 2.8 percent award) during the Base Period from fiscal year (FY) 2006 through FY 2013, a three percent fee pool (0.9 percent fixed and 2.1 percent award) during the Award Years FY 2014 through FY 2016, and a 2.5 percent fee pool (two percent fixed and 0.5 percent award) during the final two years of the LANS contract. The estimated cost plus fee under the LANS contract for the management and operation of LANL consistently ranged from $1.8 billion to $2 billion per year for the life of the contract. The mechanism for determining award fee is expected to remain the same, although express references to the Performance Evaluation Plan have been eliminated from the final RFP.

4 NATIONAL LABORATORIES -4- N2 Strategic Partnership Projects LANS currently performs SPP on behalf of several agencies, including the Department of Defense, the National Aeronautics and Space Administration, the National Institutes of Health, and the State Department. The LANS M&O contract does not utilize a separate CLIN for SPP, but does utilize a fixed-fee model. In particular, LANS has earned a fixed fee of 2.5 percent during both the Base and Award Periods of the contract for its SPP work. Capital Projects LANS has performed multiple capital projects under a similar CLIN/Sub-CLIN model during the past few years. The financial terms and conditions were negotiated between LANS and NNSA. These projects have generally entailed higher potential fee awards for project execution under schedule and under budget, with potential out-of-pocket costs if the projects are over budget or over schedule. One change contained in the final RFP is that the government reserves the right to select another contractor to perform projects if the M&O contractor and NNSA cannot come to terms, or unilaterally stipulate the terms to the M&O contractor, subject to a right of equitable adjustment. In sum, the final RFP proposes a contract type very similar to the current LANS contract. However the overall available fee will likely be less than that under the current contract. The maximum total fee pool is consistent with the current LANS contract, although less fee would be fixed, and likely more fee would be at risk. The fixed fee available for SPP work would also be reduced vis a vis the current LANS contract. Contract Duration Consistent with the Pre-Solicitation Notice, the final RFP proposes a contract period with a fourmonth transition period, a five-year base period, and up to five one-year option periods. In contrast, the current LANS M&O contract included a seven-year base period and allowed up to thirteen one-year award terms. In other words, the maximum term of the LANS contract was twenty years, whereas the maximum term of the follow-on contract is only ten years. A key difference with respect to duration pertains to the option periods. Under the LANS contract, award terms were granted if LANS met the required ratings under the Performance Evaluation Plan. Under the final RFP, the government may exercise an option only if the contracting officer determines that such action is in the government s best interest. Scope of Work The scope of the final RFP s Statement of Work is generally consistent with the scope of work set forth in the current LANS M&O contract. The contractor is expected to serve as a national resource in science, technology, and engineering, focused on national security, energy, and the environment, with special responsibility for nuclear weapons stockpile maintenance and

5 NATIONAL LABORATORIES -5- N2 stewardship. Consistent with the current LANS contract, the specific programs include Stockpile Stewardship and Management, Nuclear Nonproliferation, Science Programs, Energy Technology, Environmental Technologies, and non-doe Strategic Partnership Programs. One notable difference in the scope of work bears mention. The final RFP excludes the cleanup of legacy contamination at LANL, which DOE has included in a new, stand-alone contract whose final award is still pending. LANS currently holds a bridge contract with DOE Office of Environmental Management (DOE-EM) to perform this work. LANS s bridge contract was set to expire in September 2017 but has been further extended to facilitate the continuation of remediation activities while DOE-EM finalizes its selection of a new contractor. Performance Guarantee The DOE requires, as part of the bid, the submission of performance guarantees from each of the members of the special purpose entity that holds the contract. This requirement ensures that DOE has recourse to a viable entity in the event the SPE can no longer fulfill its contractual obligations. In essence, each SPE member is jointly and severally liable for the SPE s obligations under the M&O contract. The University already executed such a guarantee in support of the current LANS M&O contract, as well as the Lawrence Livermore National Security, LLC M&O contract for Lawrence Livermore National Laboratory. The LANS performance guarantee was also extended in 2015 to cover the LANS bridge contract with DOE-EM. The terms of the performance guarantee required to be signed by the University under the final RFP are substantially identical to the terms in the existing performance guarantees signed by the University. Reimbursement of Costs The final RFP proposes a cost-reimbursement M&O contract similar to the LANS contract with respect to allowability of costs. The same general allowability principles contained in federal regulations would continue to apply. The final RFP contains two notable changes with respect to cost allowability. First, the final RFP provides that, in the event a Key Person should leave during the first three years of the contract, the contractor generally must forfeit any reimbursed salary, bonus, and relocation costs associated with that individual. Second, the final RFP also provides that NNSA may deem as unallowable any costs associated with delays attributable to the M&O contractor s failure to cooperate with a separate capital projects contractor. Fee Reduction Clause The Conditional Payment of Fee clause, contained in Clause I-21 and based on DEAR , is the primary means available to NNSA to deny fixed or award fee otherwise earned by the contractor. The analogous clause in the LANS contract served as the basis for NNSA denying LANS all fixed and award fee for FY 2014 as a result of the release of radiological material at the Waste Isolation Pilot Plant. The proposed clause in the final RFP is identical in substance to the clause contained in the current contract.

6 NATIONAL LABORATORIES -6- N2 Other Standard FAR/DEAR Contract Clauses I Clauses The vast majority of contract clauses applicable to the follow-on LANL contract are provisions from the Federal Acquisition Regulations (FAR) and Department of Energy Acquisition Regulations (DEAR). These FAR and DEAR clauses are incorporated by reference or in full text in Section I of the final RFP. These FAR and DEAR clauses are generally consistent with FAR and DEAR clauses contained in the existing LANS contract. Nonstandard Contract Clauses H Clauses Section H of the final RFP, containing the nonstandard contract clauses, is shorter and more streamlined than Section H of the current LANS contract. One notable change is that NNSA has reserved the right to unilaterally modify the H and I clauses due to changes in law, regulation, or policy (as reflected in new deviations), whereas the current contract requires such actions to be taken bilaterally. Risk Profile of Follow-on Contract Overall, the risk profile of the follow-on contract is generally consistent with the current LANS contract. With respect to performance risk, the scope of work and requirements related to that work scope remain relatively constant. With respect to compliance risk, the legal requirements applicable to the contract remain largely the same. The strategic risk profile changes slightly with the unilateral contract modification authority. With respect to financial risk, the mechanisms related to award fee determinations, cost reimbursement, fee reductions, and performance guarantee remain largely unchanged, with a few notable exceptions described above. The available fee, which is used in part to offset the financial risks, will likely be a smaller percentage than in the current LANS contract. Overview of the Proposal Process Proposals responsive to the final RFP are due on December 11, 2017 on a compressed 45-day turnaround time. The Proposal consists of three volumes: Volume I The Offer; Volume II Technical and Management Information; and Volume III Cost Information. Volume I contains the offer to enter into a contract and a number of documents relating to the offeror s ability to perform the work including: The SF 33 Form, which commits the offeror to accept the contract if selected; Representations, Certifications, and Other Statements of the Offerors, which lays out information about the parent companies of the offeror SPE; Performance Guarantee, to be signed by all SPE parent companies;

7 NATIONAL LABORATORIES -7- N2 Small Business Subcontracting Plan. Volume I is evaluated for compliance with the requirements of the solicitation but is not graded. Volume II contains the information to be evaluated by the Source Evaluation Board. The information to be provided in this section is grouped around the three evaluation criteria: Past Performance Past Performance Information Forms provide data on up to three contracts per SPE parent company, with each contract to be evaluated for quality and relevance (size, scope, complexity) to the LANL Statement of Work. More relevant experience is deemed an indicator of greater likelihood of success in managing the Laboratory. If the work is only done at LANL, then the relevance of analogous past experience could include work on other major weapons systems, nonproliferation of nuclear, radiological, chemical or biological weapons, and work related to safeguards and security technology programs involving high hazard materials. Laboratory Organization and Key Personnel This information includes an organizational chart and the individual roles, responsibilities, and lines of authority for Key Personnel and their direct reports. The names of the Key Personnel i.e., the proposed leadership team must be identified in the Proposal, with resumes provided. The offeror must also provide a description of the structure, composition, duties of the involved organizations and any external resources available to help ensure performance (e.g. governance structure, parent company reachback, university partnerships). This section also requires a description of how the offeror would lead and implement organizational culture change, an issue of great emphasis in the solicitation. Small Business Participation This section includes the approach and the intent to use small, veteran-owned, HUBZone, women-owned, and similar business concerns. Volume III of the Proposal contains Cost Information, including the offeror s proposed transition costs (capped at $12.5 million, firm fixed price) and fee associated with CLIN 0002 (M&O fee capped at one percent fixed and 1.5 percent award) and CLIN 0003 (SPP fee capped at one percent fixed). The government intends to award the contract to the offeror whose proposal is determined to be the best value to the government. Once the Proposal has been evaluated to be within the competitive range and fully compliant, NNSA will provide the offeror with a written description of its significant weaknesses and deficiencies. This written statement will be followed by orals i.e., oral discussions with the Key Personnel team about these concerns and other aspects of the proposal that could be

8 NATIONAL LABORATORIES -8- N2 changed to improve its potential for award. After orals, each offeror will then be provided with instructions for a final proposal revision. The Proposal will be evaluated after final proposal revision as follows. The Volume II Technical and Management Criteria are weighted, with Criteria 1 (past performance) and 2 (Key Personnel and organization) being of equal importance and, when combined, significantly more important than Criterion 3 (small business). The organizational structure will be evaluated for effectiveness to manage LANL and to lead and implement organizational culture change. Each Key Person will be evaluated for experience in leading or managing an organization of similar size, scope, and complexity, as well as leading and implementing organizational culture change. Organizational culture change is described as: Improving the organizational culture by proactively balancing the conduct of operations in every aspect of executing the statement of work, i.e., balancing research and production, or integrating construction activities into a high hazard environment. Allocating resources and leadership focus to ensure mission deliverables and desired outcomes are timely and safe, secure, and efficient. Promoting an improved safety culture. The four-month transition period is expected to start on June 1, 2018 to facilitate an October 1, 2018 start date of the follow-on LANL M&O contract. Accordingly, it is expected that contract award would be announced in April or May of Key to Acronyms CLIN DEAR DOE DOE-EM FAR FY LANL LANS LLC M&O NNSA RFP SPE SPP Contract Line Item Number Department of Energy Acquisition Regulations U.S. Department of Energy DOE Office of Environmental Management Federal Acquisition Regulations Fiscal Year Los Alamos National Laboratory Los Alamos National Security, LLC Limited Liability Company Management and Operating National Nuclear Security Administration Request for Proposal Special Purpose Entity Strategic Partnership Project