ML20111A329

Applicants' Answer to the State of New York'S Motion for Leave to Amend Contentions NY-2 and NY-3

ML20111A329
Person / Time
Site:	Indian Point
Issue date:	04/20/2020
From:	Bessette P, Clausen S, Gill W, Glew W, Lejeune P, Lighty R, Lovett A, Matthews J, Raimo S, Tompkins J Balch & Bingham, LLP, Entergy Nuclear Indian Point 2, Entergy Nuclear Indian Point 3, Entergy Nuclear Operations, Entergy Services, Holtec Decommissioning International, Holtec, Morgan, Morgan, Lewis & Bockius, LLP
To:	NRC/OCM
SECY RAS
References
50-003-LT, 50-247-LT, 50-286-LT, 72-051-LT-2, License Transfer, RAS 55650
Download: ML20111A329 (24)

Text

UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION BEFORE THE COMMISSION

)

In the Matter of: )

) Docket Nos. 50-003-LT, ENTERGY NUCLEAR OPERATIONS, INC., ) 50-247-LT, ENTERGY NUCLEAR INDIAN POINT 2, LLC, ) 50-286-LT, and ENTERGY NUCLEAR INDIAN POINT 3, LLC, ) 72-051-LT-2 HOLTEC INTERNATIONAL, and HOLTEC )

DECOMMISSIONING INTERNATIONAL, LLC )

) April 20, 2020 (Indian Point Nuclear Generating Unit Nos. 1, 2, and 3) )

)

APPLICANTS ANSWER TO THE STATE OF NEW YORKS MOTION FOR LEAVE TO AMEND CONTENTIONS NY-2 AND NY-3 John E. Matthews, Esq.

Peter D. LeJeune, Esq. Paul M. Bessette, Esq.

Jason B. Tompkins, Esq. Ryan K. Lighty, Esq.

Alan D. Lovett, Esq. Scott D. Clausen, Esq.

BALCH & BINGHAM LLP MORGAN, LEWIS & BOCKIUS LLP William Gill, Esq. Susan H. Raimo, Esq.

HOLTEC INTERNATIONAL William B. Glew, Jr., Esq.

ENTERGY SERVICES, LLC Counsel for Holtec International and Counsel for Entergy Nuclear Operations, Inc.,

Holtec Decommissioning International, LLC Entergy Nuclear Indian Point 2, LLC, and Entergy Nuclear Indian Point 3, LLC

TABLE OF CONTENTS Page I. INTRODUCTION............................................................................................................ 1 II. BACKGROUND .............................................................................................................. 4 A. Procedural History ................................................................................................. 4 B. Summary of New Bases ......................................................................................... 5 C. Legal Standards...................................................................................................... 5 III. THE COMMISSION SHOULD DENY THE STATES MOTION AND REJECT THE NEW BASES .......................................................................................... 9 A. NRC Regulations Do Not Require Interim Updates Regarding NDT Balances ............................................................................................................... 10 B. The New Bases Impermissibly Challenge the Staffs Review ............................ 13 C. Fluctuations In NDT Fund Values Do Not Alter the Obligation of Holtec IP2 and Holtec IP3 to Prepay All Decommissioning Funding Assurance Obligations ........................................................................................................... 16 IV. CONCLUSION .............................................................................................................. 17 i

TABLE OF AUTHORITIES Page(s)

NRC Cases AmerGen Energy Co., LLC (Oyster Creek Nuclear Generating Station),

CLI-09-7, 69 NRC 235 (2009) ..................................................................................................... 6, 7 Balt. Gas & Elec. Co. (Calvert Cliffs Nuclear Power Plant, Units 1 & 2),

CLI-98-25, 48 NRC 325 (1998) ....................................................................................................... 8 Commonwealth Edison Co. (Zion Station, Units 1 & 2),

ALAB-616, 12 NRC 419 (1980) ...................................................................................................... 6 Crow Butte Res., Inc. (Marsland Expansion Area),

CLI-14-2, 79 NRC 11 (2014) ......................................................................................................... 13 Crow Butte Res., Inc. (Marsland Expansion Area),

LBP-13-6, 77 NRC 253 (2013) ...................................................................................................... 13 Curators of the Univ. of Missouri (TRUMP-S Project),

CLI-95-1, 41 NRC 71 (1995) ........................................................................................................... 8 DTE Elec. Co. (Fermi Nuclear Power Plant, Unit 3),

CLI-15-1, 81 NRC 1 (2015) ............................................................................................................. 7 Entergy Nuclear Generation Co. (Pilgrim Nuclear Power Station),

CLI-12-1, 75 NRC 479 (2012) ......................................................................................................... 7 Entergy Nuclear Vt. Yankee, LLC (Vt. Yankee Nuclear Power Station),

LBP-15-4, 81 NRC 156 (2015) ........................................................................................................ 8 Entergy Nuclear Vt. Yankee, LLC (Vt. Yankee Nuclear Power Station),

CLI-16-17, 84 NRC 99 (2016) ....................................................................................................... 11 Fla. Power & Light Co. (Turkey Point Nuclear Generating Plant, Units 3 & 4),

CLI-01-17, 54 NRC 3 (2001) ..................................................................................................... 8, 13 Fla. Power & Light Co. (Turkey Point Nuclear Generating Plant, Units 3 & 4),

LBP-90-5, 31 NRC 73 (1990) .......................................................................................................... 7 Fla. Power & Light Co. (Turkey Point Units 6 & 7),

LBP-17-6, 86 NRC 37 (2017) .......................................................................................................... 7 GPU Nuclear, Inc. (Oyster Creek Nuclear Generating Station),

CLI-00-6, 51 NRC 193 (2000) ......................................................................................................... 8 Holtec Intl (HI-STORE Consolidated Interim Storage Facility),

LBP-19-4, 89 NRC __ (May 7, 2019) (slip op.) .............................................................................. 7 Kan. Gas & Elec. Co. (Wolf Creek Generating Station, Unit 1),

LBP-84-17, 19 NRC 878 (1984) ...................................................................................................... 7 ii

TABLE OF AUTHORITIES Page(s)

NextEra Energy Seabrook, LLC (Seabrook Station, Unit 1),

CLI-12-5, 75 NRC 301 (2012) ......................................................................................................... 8 Pac. Gas & Elec. Co. (Diablo Canyon Nuclear Power Plant, Units 1 & 2),

CLI-12-13, 75 NRC 681 (2012) ..................................................................................................... 14 Pac. Gas & Elec. Co. (Diablo Canyon Nuclear Power Plant, Units 1 & 2),

LBP-11-32, 74 NRC 654 (2011) .................................................................................. 12, 14, 15, 16 Pac. Gas & Elec. Co. (Diablo Canyon Nuclear Power Plant, Units 1 & 2),

LBP-12-13, 75 NRC 784 (2012) .............................................................................................. 15, 16 Shaw Areva MOX Serv., LLC (Mixed Oxide Fuel Fabrication Facility),

CLI-15-9, 81 NRC 512 (2015) ....................................................................................................... 13 Federal Court Cases Central Bank of Denver v. First Interstate Bank of Denver, 511 U.S. 164 (1994) ............................ 11 FCC v. NextWave Personal Commcns, Inc., 537 U.S. 293 (2003) ................................................... 11 Franklin Natl Bank v. New York, 347 U.S. 373 (1954) .................................................................... 11 N. Anna Envtl. Coal. v. NRC, 533 F.2d 655 (D.C. Cir. 1976) ............................................................. 6 Natl Whistleblower Ctr. v. NRC, 208 F.3d 256 (D.C. Cir. 2000) ....................................................... 8 Natl Whistleblower Ctr. v. NRC, 531 U.S. 1070 (2001) ..................................................................... 8 Statutes 42 U.S.C. § 2011, et seq. ...................................................................................................................... 5 42 U.S.C. § 2234 .................................................................................................................................. 6 Regulations 10 C.F.R. § 2.206 ............................................................................................................................... 11 10 C.F.R. § 2.309 ........................................................................................................................ passim 10 C.F.R. § 2.335 ........................................................................................................................... 8, 11 10 C.F.R. § 50.54 ............................................................................................................................... 10 10 C.F.R. § 50.71 ............................................................................................................................... 10 10 C.F.R. § 50.75 ......................................................................................................................... 10, 16 iii

TABLE OF AUTHORITIES Page(s) 10 C.F.R. § 50.80 ................................................................................................................................. 6 10 C.F.R. § 50.82 ......................................................................................................................... 12, 16 10 C.F.R. § 50.9 ........................................................................................................................... 11, 12 10 C.F.R. § 54.21 ............................................................................................................................... 10 Federal Register Publications Amendments to Adjudicatory Process Rules and Related Requirements, 77 Fed. Reg. 46,562 (Aug. 3, 2012) ............................................................................................... 15 Final Policy Statement on the Restructuring and Economic Deregulation of the Electric Utility Industry, 62 Fed. Reg. 44,071 (Aug. 19, 1997)....................................................... 6 Indian Point Nuclear Generating Unit Nos. 1, 2, and 3; Consideration of Approval of Transfer of Control of Licenses and Conforming Amendments, 85 Fed. Reg. 3,947 (Jan. 23, 2020) .................................................................................................. 4 Rules of Practice for Domestic Licensing Proceedings - Procedural Changes in the Hearing Process, 54 Fed. Reg. 33,168, 33,171 (Aug. 11, 1989) .................................................... 13 Other Authorities NRC Regulatory Guide 1.159, Assuring the Availability of Funds for Decommissioning Nuclear Reactors, Rev. 2 (Oct. 2011) ............................................................ 10 NRC, NRR Office Instruction LIC-205, Procedures for NRCs Independent Analysis of Decommissioning Funding Assurance for Operating Nuclear Power Reactors and Power Reactors in Decommissioning, (Apr. 10, 2017) .......................................... 15 NUREG-1577, Standard Review Plan on Power Reactor Licensee Financial Qualifications and Decommissioning Funding Assurance, Rev. 1 (Feb. 1999) ............................ 6 iv

UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION BEFORE THE COMMISSION

)

In the Matter of: )

) Docket Nos. 50-003-LT, ENTERGY NUCLEAR OPERATIONS, INC., ) 50-247-LT, ENTERGY NUCLEAR INDIAN POINT 2, LLC, ) 50-286-LT, and ENTERGY NUCLEAR INDIAN POINT 3, LLC, ) 72-051-LT-2 HOLTEC INTERNATIONAL, and HOLTEC )

DECOMMISSIONING INTERNATIONAL, LLC )

) April 20, 2020 (Indian Point Nuclear Generating Unit Nos. 1, 2, and 3) )

)

APPLICANTS ANSWER TO THE STATE OF NEW YORKS MOTION FOR LEAVE TO AMEND CONTENTIONS NY-2 AND NY-3 I. INTRODUCTION Pursuant to 10 C.F.R. § 2.309(i)(1), Entergy Nuclear Operations, Inc. (ENOI), Entergy Nuclear Indian Point 2, LLC (ENIP2), Entergy Nuclear Indian Point 3, LLC (ENIP3), Holtec International (Holtec), and Holtec Decommissioning International, LLC (HDI) (together, the Applicants), submit this Answer opposing the Motion for Leave to Amend Contentions NY-2 and NY-3 (Motion) filed by the State of New York (NYS or State).1 In its Motion, NYS is seeking to amend Proposed Contentions NY-2 and NY-3 by adding what NYS describes as limited new bases and supporting evidence (New Bases) about the volatility in global equity markets as 1

New York State Motion for Leave to Amend Contentions NY-2 and NY-3 (Mar. 24, 2020) (ML20084Q191)

(Motion). The Motion to Amend relies on the Supplemental Declaration of Chiara Trabucchi in Support of New York State Motion to Amend Contentions NY-2 and NY-3 (Mar. 23, 2020) (ML20084Q197) (Trabucchi Supp.

Decl.).

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a result of the COVID-19 pandemic since Applicants filed the License Transfer Application (LTA or Application)2 in November 2019.3 NYSs Motion seeks to introduce new informationconsisting of the Supplemental Declaration of Chiara Trabucchi and an articleon the recent volatility in global equity markets.4 And based on this information, NYS seeks to introduce new bases for Proposed Contentions NY-2 and NY-3. The New Bases speculate that the recent equity market volatility has likely caused significant reductions in the value of the Indian Point Energy Center (IPEC) nuclear decommissioning trusts (NDTs) since the Applicants filed their [LTA].5 As a result of this speculated decrease in value, NYS claims that Applicants can no longer show that the Holtec LLCs possess adequate financial assurance for decommissioning and spent fuel management activities as required under NRC rules.6 For the same reason, NYS also claims that the Holtec LLCs are not financially qualified to hold an NRC license.7 As explained below, the Commission should deny the States Motion and reject the New Bases as inadmissible. As a general matter, the State misapprehends the fundamental question before the NRC in determining whether a license transfer applicant has satisfied applicable decommissioning financial assurance (DFA) requirements. That question is focused on whether the funding methods offered by an applicant provide reasonable assurance that funds will be available to cover expected decommissioning, spent fuel management, and site restoration costs 2

See NL-19-084, Letter from A. Christopher Bakken III, Entergy, to NRC Document Control Desk, Application for Order Consenting to Transfers of Control of Licenses and Approving Conforming License Amendments (Nov. 21, 2019) (ML19326B953) (LTA).

3 Motion at 1. Contrary to the States speculation that the trusts have lost over $210 million of their value, see Motion at 9 & 11, the total value of the NDT funds as of 4/15/20 remains approximately $2.1 billion (i.e.,

essentially the same as the 10/31/19 value referenced in the LTA and DCE).

4 See generally Motion; see also Trabucchi Supp. Decl.

5 Motion at 1.

6 See, e.g., id. at 2-4.

7 Id. at 4-7.

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(i.e., the DFA amount). As explained further below, neither the DFA amount nor the compliance methodhere, prepaymentare affected by market fluctuations.

As NYS notes, the cash-flow analysis in the Decommissioning Cost Estimate (DCE) submitted by Holtec Decommissioning International (HDI) contemplates that the Holtec Applicants will satisfy the applicable funding requirements with existing NDT funds, based on assumed starting NDT fund values set forth in the LTA for a May 2021 closing. NYS has construed the Application, incorrectly, as only offering whatever funding is available in the NDT funds at closing, regardless of the actual value. This is not consistent with the LTA or NRCs review of it.

Absent a supplement to the LTA to modify the funding method, NRC will determine whether the DFA amounts are sufficient to cover the Holtec Applicants proposed post-closing activities. If the NDT fund values at the time of closing are less than the amount required to cover post-closing activities, the Applicants would either have to modify or supplement the LTA or make up the shortfall, or the transfer would not occur as proposed. Ultimately, the New Bases fail to raise a genuine dispute with the sufficiency of the LTA, because current market conditions are immaterial to NRCs determination of whether the DFA amount and funding method proposed in the LTA are sufficient. Thus, the Motion fails to identify any materially different information capable of sustaining late-filed contentions, and the New Bases are inadmissible because they both are immaterial and fail to dispute the LTA on a material issue of law or fact.

Furthermore, the New Bases impermissibly challenge the NRC Staffs review. The State implies that the Applicants have a duty to update the LTA to reflect real-time market variations.

But, it points to no such obligation under the law. Nor is there one. In fact, the licensing board in the Diablo Canyon license renewal proceeding considered and rejected arguments similar to those in the States Motion and New Bases. More specifically, petitioners there purported to challenge the sufficiency of an application based on events that occurred after the application was submitted.

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The board rejected these arguments, finding that, where there is no ongoing duty to update an application, the obligation to consider supervening events rests with the NRC Staff, not the applicant. Thus, contentions raising such issues fail to reveal any deficiency in the application and, therefore, are inadmissible. The same principles certainly apply here, where Applicants have not revised their proposed funding method or revised the DFA amount downward, and where the logical application of NYSs argument would lead to never-ending supplements to license transfer applications (and any decommissioning funding report for that matter) to reflect market conditions that fluctuate by nature. The Commission should reject the Motion and New Bases for the same reasons offered by the Diablo Canyon board to avoid redefining applicants and licensees financial reporting obligations prescribed by NRC regulation.

II. BACKGROUND A. Procedural History Applicants filed the LTA on November 21, 2019. The NRC published a notice in the Federal Register on January 23, 2020, informing the public that it is considering the LTA for approval and setting a deadline for the filing of hearing requests and intervention petitions.8 NYS timely filed its petition and hearing request on February 12, 2020.9 Applicants timely filed their Answer on March 9, 2020,10 to which NYS replied on March 23, 2020.11 The next day, NYS filed its Motion for Leave to Amend Contentions NY-2 and NY-3.12 8

Indian Point Nuclear Generating Unit Nos. 1, 2, and 3; Consideration of Approval of Transfer of Control of Licenses and Conforming Amendments, 85 Fed. Reg. 3947, 3949 (Jan. 23, 2020) (Hearing Opportunity Notice).

9 Petition of the State of New York for Leave to Intervene and for a Hearing (Feb. 12, 2020) (ML20043E118)

(Petition).

10 Applicants Answer Opposing Petition for Leave to Intervene and Hearing Request Filed by the State of New York (Mar. 9, 2020) (ML20069K756) (Answer).

11 Reply in Support of the State of New Yorks Petition for Leave to Intervene and for a Hearing (Mar. 23, 2020)

(ML20083K846) (Reply).

12 See Motion.

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B. Summary of New Bases The State seeks to amend Proposed Contentions NY-2 and NY-3 by adding additional, essentially identical, bases to both contentions. The crux of the New Bases is the States claim that:

In recent weeks, the global spread of the novel coronavirus has caused substantial economic turmoil, leading to steep declines in the U.S.

securities market. Heavy market losses have likely significantly reduced the balances in the Indian Point trust accounts.13 The New Bases are accompanied by a declaration from the States consultant. That declaration speculates about the balances in the NDT funds based on the general performance of the Standard & Poors 500 (S&P500) stock index . . . as a proxy for the overall U.S. stock market.14 In essence, the New Bases fault the LTA and DCE for failing to currently account for likely substantial reductions in the Indian Point decommissioning trust fund balances since October 31, 2019.15 Ultimately, the State asserts that, because the LTA does not address these recent fluctuations in the securities markets after the LTA was filed, it fails to satisfy the applicable requirements for financial assurance (NY-2)16 and financial qualifications (NY-3).17 C. Legal Standards

1. License Transfer Applications Section 184 of the Atomic Energy Act of 1954, as amended (AEA),18 requires the NRC to consent to the transfer of an NRC reactor license, and the NRC codified this requirement in 13 Id. at 3, 5.

14 Trabucchi Supp. Decl. ¶ 8.

15 Motion at 2; see also id. at 4, 7 (The license transfer application and supporting materials fail to account for these substantial losses.).

16 Id. at 2.

17 Id. at 4-5.

18 Atomic Energy Act of 1954, Pub. L. No.83-703, 68 Stat. 919 (codified as amended at 42 U.S.C. §§ 2011, et seq.)

(AEA).

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10 C.F.R. § 50.80.19 Before approving a license transfer, the NRC reviews, among other things, the technical and financial qualifications of the proposed transferees.20 The transfer review, in other words, focuses on the potential impact on the licensees ability both to maintain adequate technical qualifications and organizational control and authority over the facility[,] and to provide adequate funds for safe operation and decommissioning.21 To grant a license transfer application, the NRC must find a reasonable assurance of financial qualifications. It is clear from NRC precedent that license transfer applicants for reactors that will be permanently shut down at the time of the transfer may rely solely on the adequacy of the NDT to demonstrate reasonable assurance.22 Further, longstanding Commission precedent makes clear that the reasonable assurance standard does not require an applicant to meet an absolute or beyond a reasonable doubt standard.23 In other words, reasonable assurance is not synonymous with absolute assurance. Thus, the NRC has historically interpreted reasonable assurance with the understanding that some risks may be tolerated and something less than absolute protection is required.24 19 AEA § 184 (codified as amended at 42 U.S.C. § 2234); 10 C.F.R. § 50.80.

20 See 10 C.F.R. §§ 50.80(b)(1)(i), (c)(1); see also NUREG-1577, Standard Review Plan on Power Reactor Licensee Financial Qualifications and Decommissioning Funding Assurance, Rev. 1 (Feb. 1999) (ML013330264)

(NUREG-1577).

21 See Final Policy Statement on the Restructuring and Economic Deregulation of the Electric Utility Industry, 62 Fed. Reg. 44,071, 44,077 (Aug. 19, 1997).

22 See, e.g., Oyster Creek License Transfer Safety Evaluation Report (June 20, 2019) (ML19095A457) (Oyster Creek License Transfer SER); Pilgrim License Transfer Safety Evaluation Report (Aug. 23, 2019)

(ML19235A300) (Pilgrim License Transfer SER).

23 AmerGen Energy Co., LLC (Oyster Creek Nuclear Generating Station), CLI-09-7, 69 NRC 235, 262 n.142 (2009);

Commonwealth Edison Co. (Zion Station, Units 1 & 2), ALAB-616, 12 NRC 419, 421 (1980); N. Anna Envtl.

Coal. v. NRC, 533 F.2d 655, 667-68 (D.C. Cir. 1976) (rejecting the argument that reasonable assurance requires proof beyond a reasonable doubt and noting that the licensing board equated reasonable assurance with the preponderance standard).

24 Memorandum from F. Brown, Director, Office of New Reactors to New Reactor Business Line, Expectations for New Reactor Reviews, at 4 (Aug. 29, 2018) (ML18240A410).

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2. Amended Contentions Petitioners seeking to amend their original contentions must meet the good cause standard in 10 C.F.R. § 2.309(c)(1). Section 2.309(c)(1) states that good cause exists only if the petitioner can show: (1) the information upon which the amended or new contention is based was not previously available; (2) the information upon which the filing is based is materially different from information previously available; and (3) the filing has been submitted in a timely fashion based on the availability of the subsequent information.25 The petitioner has the burden of demonstrating that any new contention meets the standards in 10 C.F.R. § 2.309(c)(1).26 The good cause standard serves as a check to prevent petitioners from filing new contentions based on new information that is insignificantly different from previously available information.27 Previously available information that is newly acquired by the petitioner does not constitute good cause, as new and amended contentions must be based on new facts not previously available.28 Similarly, previously available information that is newly interpreted by the petitioner does not constitute good cause to file a new contention.29 25 10 C.F.R. § 2.309(c)(1)(i)-(iii).

26 Oyster Creek, CLI-09-7, 69 NRC at 260-61.

27 Fla. Power & Light Co. (Turkey Point Units 6 & 7), LBP-17-6, 86 NRC 37, 48 n.9 (2017).

28 Holtec Intl (HI-STORE Consolidated Interim Storage Facility), LBP-19-4, 89 NRC __, __ (May 7, 2019) (slip op. at 23-24) (citing Kan. Gas & Elec. Co. (Wolf Creek Generating Station, Unit 1), LBP-84-17, 19 NRC 878, 886 (1984) and quoting Entergy Nuclear Generation Co. (Pilgrim Nuclear Power Station), CLI-12-1, 75 NRC 479, 493 n.70 (2012)

(emphasis in original)); see also DTE Elec. Co. (Fermi Nuclear Power Plant, Unit 3), CLI-15-1, 81 NRC 1, 7 (2015)

(requiring a material difference between the information on which the contention is based and the information that was previously availablefor example, a difference between the [ER] and the draft EIS).

29 Holtec Intl, LBP-19-4, 89 NRC at __ (slip op. at 87) (citing Fla. Power & Light Co. (Turkey Point Nuclear Generating Plant, Units 3 & 4), LBP-90-5, 31 NRC 73, 79 (1990) (finding no good cause existed for late-filed safety concerns when petitioner had yet to put the pieces of [the] safety puzzle together despite previous availability of the information)).

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3. Contention Admissibility Amended contentions must also meet the six admissibility factors in 10 C.F.R.

§ 2.309(f)(1).30 Under 10 C.F.R. § 2.309(f)(1), a petitioner must explain the basis for each proffered contention by stating alleged facts or expert opinions that support the petitioners position and on which the petitioner intends to rely in litigating the contention at the hearing.31 To be admissible, the issue raised must fall within the scope of the proceeding and be material to the findings that the NRC must make on the application.32 Contentions that challenge NRC regulations,33 seek to impose requirements stricter than those imposed by the agency,34 or opine on how the Staff should conduct its review35 are all outside the scope of NRC adjudicatory proceedings. A contention also must provide sufficient information to show a genuine dispute with the applicant on a material issue of law or fact.36 The contention must refer to the specific portions of the application . . . that the petitioner disputes, along with the supporting reasons for each dispute; or, if the petitioner believes that an application fails altogether to contain information required by law, the petitioner must identify each failure, and provide supporting reasons for the petitioners belief.37 30 10 C.F.R. § 2.309(c)(4).

31 10 C.F.R. § 2.309(f)(1)(ii), (v).

32 10 C.F.R. § 2.309(f)(1)(iii)-(iv); Susquehanna Nuclear LLC (Susquehanna Steam Elec. Station, units 1 & 2), CLI-17-4, 85 NRC 59, 74 (2017).

33 10 C.F.R. § 2.335(a).

34 See Entergy Nuclear Vt. Yankee, LLC (Vt. Yankee Nuclear Power Station), LBP-15-4, 81 NRC 156, 167 (2015);

NextEra Energy Seabrook, LLC (Seabrook Station, Unit 1), CLI-12-5, 75 NRC 301, 315 (2012); GPU Nuclear, Inc. (Oyster Creek Nuclear Generating Station), CLI-00-6, 51 NRC 193, 206 (2000); Curators of the Univ. of Missouri (TRUMP-S Project), CLI-95-1, 41 NRC 71, 170 (1995).

35 See, e.g., Fla. Power & Light Co. (Turkey Point Nuclear Generating Plant, Units 3 & 4), CLI-01-17, 54 NRC 3, 25 (2001) (quoting Balt. Gas & Elec. Co. (Calvert Cliffs Nuclear Power Plant, Units 1 & 2), CLI-98-25, 48 NRC 325, 350 (1998), affd sub nom Natl Whistleblower Ctr. v. NRC, 208 F.3d 256 (D.C. Cir. 2000), cert. denied, 531 U.S.

1070 (2001)) ([I]t is the license application, not the NRC Staff review, that is at issue in our adjudications.).

36 10 C.F.R. § 2.309(f)(1)(vi); Susquehanna, CLI-17-4, 85 NRC at 74.

37 Susquehanna, CLI-17-4, 85 NRC at 74 (quoting 10 C.F.R. § 2.309(f)(1)(vi)).

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III. THE COMMISSION SHOULD DENY THE STATES MOTION AND REJECT THE NEW BASES In its Motion, NYS argues that [t]he license transfer application and supporting materials fail to account for decreases in the S&P 500 index that occurred in March 2020.38 In other words, the State faults the LTA for not describing events that occurred four months after it was filed.

Assuming the State is not purporting to demand clairvoyance, its argument implies that the Applicants are under some obligation to update the LTA, after submission, to immediately notify the NRC of some undefined threshold market decline. But, the State points to no controlling legal authority for this proposition. Nor could it, because none exists. The NRC requires only annual updates regarding NDT fund balances while a license transfer application is pending.

Additionally, consideration of events that occur after submission of a license transfer application, but before an update is due, implicate the NRC Staffs review, not the integrity of the application itself. But the Staffs review is not subject to challenge in an adjudicatory proceeding.

Thus, the Motion and New Bases raise issues that simply are not material to the sufficiency of the LTA at the time it was filed, and identify no failure to comply with the applicable update provisions, contrary to the requirements of 10 C.F.R. §§ 2.309(c)(1)(ii) and (f)(1)(iv) and (vi).

Notwithstanding, even if the Motion and New Bases did not present impermissible challenges to the Staffs review, Applicants have not amended the LTA to revise the funding method or reduced the DFA amount for expected post-closing decommissioning, fuel management, and site restoration costsmaking all of NYSs arguments regarding the market value of the NDTs today irrelevant.39 38 Motion at 4.

39 This is both reasonable and sensible, as market conditions change continuallyeven under more normal circumstances. In fact, the State noted that its market benchmarkthe S&P 500 Indexhad declined 24.12%

since October 31, 2019. See Trabucchi Supp. Decl. at tbl.1. But even since its filing, that index has increased in value by 28.48%. Compare SPX l S&P 500 Index Historical Prices, WSJ.com, https://www.wsj.com/market-data/quotes/index/SPX/historical-prices (closing value of 2237.40 on 3/23/20 when the State filed its Motion) with id. (closing value of 2874.56 on 4/17/20).

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Accordingly, the States Motion must be denied, and the New Bases rejected, for this additional reason.

A. NRC Regulations Do Not Require Interim Updates Regarding NDT Balances NRC regulations do not, as the Motion and New Bases imply, contain a requirement that license transfer applicants must update the contents of the application to immediately report fluctuations in NDT balances during the course of the NRC Staffs review. The Motion points to no such requirement. And no such requirement exists. When the Commission has intended to create a duty to provide updated information on a pending licensing application, it has done so clearly and expressly.40 Here, NRC regulations and regulatory guidance make clear the NRC requires annual updates on the status of decommission funding for a plant that is involved in a merger or an acquisition. 41 But, the NRC also knows how to impose immediate reporting requirements on financial matters. For example, bankruptcy filings are subject to immediate reporting to the NRC.42 Thus, the NRC has made a clear generic determination, codified in 10 C.F.R. part 50, that it can fulfill its oversight functions, and will not be left in the dark regarding market fluctuations, so long as complete and accurate reports are filed at the appropriate intervals specified in the regulationsof course supplemented by NRCs authority to request additional information relevant 40 See, e.g., 10 C.F.R. § 54.21(b) (discussing obligations for license renewal applicants) (CLB changes during NRC review of the application. Each year following submittal of the license renewal application and at least 3 months before scheduled completion of the NRC review, an amendment to the renewal application must be submitted that identifies any change to the CLB of the facility that materially affects the contents of the license renewal application, including the FSAR supplement.) (emphasis added); 10 C.F.R. § 50.71(e)(3)(ii) (discussing obligations for combined operating license applicants) (During the period from the docketing of an application for a combined license under subpart C of part 52 of this chapter until the Commission makes the finding under § 52.103(g) of this chapter, the update to the FSAR must be submitted annually.).

41 10 C.F.R. § 50.75(f)(1); see also NRC Regulatory Guide 1.159, Assuring the Availability of Funds for Decommissioning Nuclear Reactors, Rev. 2 at 21 (Oct. 2011) (Licensees of plants involved in mergers and acquisitions are also required to submit [decommissioning funding status reports] annually until the NRC has approved the merger or acquisition pursuant to 10 CFR 50.80.) (emphasis added).

42 10 C.F.R. § 50.54 (cc)(1) ([e]ach licensee shall notify the appropriate NRC Regional Administrator, in writing, immediately following the filing of a voluntary or involuntary petition for bankruptcy.) (emphasis added).

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to its determination on a pending licensing matter. To the extent the State seeks to challenge the adequacy of these codified intervals, its arguments impermissibly attack NRC regulations, contrary to 10 C.F.R. § 2.335, and are beyond the scope of the proceeding, contrary to 10 C.F.R. § 2.309(f)(1)(iii). At bottom, when the Commission intends to require updates to pending application materials, it obviously knows how to impose such a requirement.43 Here, the NRCs regulations specify that the period for submitting updates is on an annual basis.

Although not cited in the Motion, the State submitted a letter to the NRC Staff (on the same day the Motion was filed, and accompanied by the same supporting declaration) offering comments on the pending Exemption Request.44 Unlike the Motion, the Letter does point to a regulation which the State says compels the Applicants to update the LTA with current NDT values.

Specifically, the State cites 10 C.F.R. § 50.9, Completeness and accuracy of information for this proposition.45 The State argues that [t]he description of the amount of funds in [the IPEC NDTs]

likely is now inaccurate and incomplete, thus, according to the State, the LTA must be updated pursuant to Section 50.9 to reflect real-time market fluctuations.46 But, the State offers no support for this claim, and, in any event, here, too, its interpretation is incorrect as a matter of law.47 43 Cf., e.g., Central Bank of Denver v. First Interstate Bank of Denver, 511 U.S. 164, 176-77 (1994) (Congress knew how to impose aiding and abetting liability when it chose to do so, it did not use the words aid and abet in the statute at issue, and hence did not impose aiding and abetting liability); Franklin Natl Bank v. New York, 347 U.S. 373, 378 (1954) (finding no indication that Congress intended to make this phase of national banking subject to local restrictions, as it has done by express language in several other instances.); FCC v. NextWave Personal Commcns, Inc., 537 U.S. 293, 302 (2003) (when Congress has intended to create exceptions to bankruptcy law requirements, it has done so clearly and expressly).

44 Letter from L. Burianek to R. Guzman and D. Tifft, State of New Yorks Opposition to Holtecs February 12, 2020 Request for Exemptions from 10 CFR 50.82 (a)(8)(i)(A) and 10 CFR 50.75(h)(1)(iv) (Mar. 24, 2020)

(ML20091J663) (Letter).

45 Id. at 2.

46 Id.

47 Moreover, to the extent the State asserts non-compliance with 10 C.F.R. § 50.9, its remedy lies in a request for enforcement action under 10 C.F.R. § 2.206, not in a request for a hearing under 10 C.F.R. § 2.309. See Entergy Nuclear Vt. Yankee, LLC (Vt. Yankee Nuclear Power Station), CLI-16-17, 84 NRC 99, 103 (2016). Even so, a 11

Licensing application statements regarding assumed financial conditions that are not directly relevant to NRC staffs decision on the application and that were complete and accurate at the time of filing are not rendered incomplete or inaccurate simply by virtue of fluctuations in financial markets outside of the control of the applicant and otherwise subject to periodic reporting obligations under NRC regulations. Section 50.9 does not impose an obligation to constantly update pending licensing applications to reflect the market value of assets that by their nature routinely change, particularly when the basis for the applicationhere, the DFA amounts calculated in the DCE and the prepayment method of DFA complianceremains complete and accurate irrespective of the market value of the NDTs.48 Furthermore, the NRCs evaluation of a previous IP1 and IP2 preliminary decommissioning cost estimate reinforces the point that market changes in NDTs are adequately communicated via normal periodic reports already required by NRC regulations.49 More specifically, the Staff fully recognized that the NDT balances will fluctuate over time and stated as follows:

Should there be a material decline in the DTF balance, the staffs analysis and preliminary findings may no longer be valid, and the licensee would be under an obligation under 10 CFR 50.9 to update the DTF balance as well as any changes in projected costs. The NRC staff expects licensees to update their radiological decommissioning cost estimates and spent fuel management program to provide any significant adverse material changes, in conjunction with the filing of Section 2.206 petition raising this issue would be rejected because, as explained herein, Section 50.9 does not require what the State demands.

48 Pac. Gas & Elec. Co. (Diablo Canyon Nuclear Power Plant, Units 1 & 2), LBP-11-32, 74 NRC 654, 668 n.31 (2011) (While [§ 50.9] mandates that the application be complete and accurate when it is filed, it does not require that it be supplemented or updated.) (emphasis in original).

49 Letter from J. Boska to ENOI, Indian Point Nuclear Generating Unit Nos. 1 and 2 - Safety evaluation re: Spent Fuel Management Program and Preliminary Decommissioning Cost Estimate (TAC Nos. ME0020 and ME0021) at 1 (Mar. 17, 2010) (ML100280544) (Boska Letter). See also 10 C.F.R. § 50.82(a)(8)(v) (After submitting its site-specific DCE . . . the licensee must annually submit to the NRC, by March 31, a financial assurance status report.); Letter from A. Sterdis, HDI, to NRC Document Control Desk, Post Shutdown Decommissioning Activities Report including Site-Specific Decommissioning Cost Estimate for Indian Point Nuclear Generating Units 1, 2, and 3, Encl. (PSDAR) at 106 (DCE) (Dec. 19, 2019) (ML19354A698) (In accordance with 10 CFR 50.82(a)(8)(v), decommissioning funding assurance will be reviewed and reported to the NRC annually.).

12

the licensees required periodic report on the status of its decommissioning funding.50 In other words, NRC regulations do not impose any obligation to provide interim reports on NDT balances such as the update demanded by the State here. The States contrary claim is unsupported and wrong as a matter of law, contrary to 10 C.F.R. § 2.309(f)(1)(v), and fails to dispute the LTA on a material issue of law or fact, contrary to 10 C.F.R. § 2.309(f)(1)(vi).51 B. The New Bases Impermissibly Challenge the Staffs Review Absent a regulatory obligation to update a pending licensing application (as is the case here),

contentions alleging a failure to consider subsequent events are appropriately viewed as challenges to the NRC Staffs review. But such challenges are prohibited in NRC adjudicatory proceedings.

As the Commission has clearly held, it is the license application, not the NRC Staff review, that is at issue in our adjudications.52 Accordingly, a contention will not be admitted if the allegation is that the NRC staff has not performed an adequate analysis.53 Because the Motion and New Bases raise precisely this type of impermissible challenge here, they should be summarily rejected.

The issue of contentions challenging licensing applications for failing to consider post-filing circumstances was squarely considered by the licensing board in the Diablo Canyon license renewal proceeding. There, the licensing board denied two motions to admit late-filed contentions 50 Boska Letter at 1 (emphasis added).

51 To the extent the State urges NRC regulations should require such updates to pending license applications, in addition to the above-cited existing periodic reporting requirements, its arguments are beyond the scope of this proceeding. As the Commission has repeatedly held, [C]ontentions that advocate stricter requirements than agency rules impose are outside the scope of adjudicatory proceedings. Crow Butte Res., Inc. (Marsland Expansion Area), LBP-13-6, 77 NRC 253, 284 (2013), affd, CLI-14-2, 79 NRC 11 (2014) (citing multiple previous decisions holding the same).

52 Turkey Point, CLI-01-17, 54 NRC at 25 (citation omitted); Shaw Areva MOX Serv., LLC (Mixed Oxide Fuel Fabrication Facility), CLI-15-9, 81 NRC 512, 531 (2015) (the adequacy of the Staff review is not a litigable issue in a licensing case.).

53 Rules of Practice for Domestic Licensing Proceedings - Procedural Changes in the Hearing Process, 54 Fed. Reg.

33,168, 33,171 (Aug. 11, 1989).

13

purporting to challenge the sufficiency of the application because it failed to account for events that occurred after the application was submitted. The board referred its decision on this issue to the Commission.54 But, the Commission declined review, allowing the boards ruling to stand.55 As explained below, the boards reasoning is instructive here.

More specifically, in the Diablo Canyon proceeding, the applicant filed its license renewal application (including the required Environmental Report (ER)) on November 23, 2009.56 Subsequently, on March 11, 2011, a magnitude 9.0 earthquake and tsunami caused the Fukushima Dai-ichi nuclear facility to suffer substantial damage.57 Thereafter, petitioners filed a motion to admit a late-filed contention challenging the ER, claiming it failed to satisfy the requirements of the National Environmental Policy Act of 1969 (NEPA) because it did not address the Fukushima event or certain NRC findings and recommendations related thereto.58 Petitioners claimed these findings and recommendations would result in increased costs that would alter the cost-benefit analysis under NEPA.59 But the board rejected these claims. Focusing on the black letter of the law, the licensing board found that an applicant has no legal duty to supplement or update the ER to incorporate new and significant information that arises from events that occur after the ER was duly filed.60 The board also noted that NRC regulations do[] not impose a continuing duty upon the applicant to supplement or update its originally compliant ER.61 Rather, the board found that, 54 Diablo Canyon, LBP-11-32, 74 NRC at 671-72.

55 Pac. Gas & Elec. Co. (Diablo Canyon Nuclear Power Plant, Units 1 & 2), CLI-12-13, 75 NRC 681, 690 (2012).

56 Diablo Canyon, LBP-11-32, 74 NRC at 666.

57 Id. at 658.

58 Id. at 662.

59 Id. at 663.

60 Id. at 665.

61 Id. at 666.

14

in such circumstances, the obligation to capture new and significant information arising after an application is filed resides with the Staff, not the applicant.62 In summary, the board concluded:

The contention alleges that the ER is deficient because it omits any discussion of any event that happened after the ER was filed . . .

However, when the ER was filed on November 23, 2009, it would have been impossible for it to discuss the import of events that occurred more than a year later. There was no omission at that time. Unless there is a duty (which we have not found, and to which the Parties have not pointed us) to supplement or update the ER, we find no legal theory to support the proposition that the originally compliant ER was rendered noncompliant due to a subsequent accident or report.63 So too here. It would have been impossible for the LTA, filed in November 2019, to discuss the import of events that occurred in March 2020. Thus, because there was no omission when the LTA was filed, and there exists no unmet duty to supplement the LTA with interim NDT fund balance updates, the New Bases must be rejected for the same reasons.64 As with the Diablo Canyon proceeding discussed above, however, nothing bars the Applicants from voluntarily supplementing the LTA; and nothing bars the NRC Staff from submitting a request for additional information (RAI) asking the Applicants to supplement the LTA.65 And if the LTA is supplemented, either in response to an RAI or sua sponte, then a new 62 Id. at 667-68.

63 Id. at 668-69 (emphasis in original).

64 The Diablo Canyon petitioners later filed a second motion seeking to admit two additional contentions raising similar challenges. See Pac. Gas & Elec. Co. (Diablo Canyon Nuclear Power Plant, Units 1 & 2), LBP-12-13, 75 NRC 784, 785-86 (2012). After the Commission declined to review the boards earlier ruling, the board again rejected the proposition that post-ER events can render noncompliant an ER that was compliant at the time of its submission. Id. at 787 n.10. Thus, the second motion failed to demonstrate a genuine dispute. The board further concluded that such challenges are immaterial, contrary to 10 C.F.R. § 2.309(f)(1)(vi), and that subsequent events (although new) cannot present materially different information, as required for late-filed contentions under 10 C.F.R. § 2.309(c)(1)(ii). Id. at 790, 788 n.13 (emphasis added). See also Amendments to Adjudicatory Process Rules and Related Requirements, 77 Fed. Reg. 46,562, 46,591-92 (Aug. 3, 2012) (amending 10 C.F.R. Part 2 to move those standards from § 2.309(f)(2) to § 2.309(c)(1)).

65 Diablo Canyon, LBP-11-32, 74 NRC at 668 n.30; see also NRC, NRR Office Instruction LIC-205, Procedures for NRCs Independent Analysis of Decommissioning Funding Assurance for Operating Nuclear Power Reactors and Power Reactors in Decommissioning, Rev. 6 at 4 (Apr. 10, 2017) (describing the Staffs process for submitting RAIs).

15

contention challenging that supplement could be filed if it were to meet the admissibility factors addressed supra.66 But, no supplement has been filed here. Accordingly, the New Bases purport to instruct the NRC Staff on the information needed to evaluate the LTA (i.e., updated NDT balances), and they are immaterial to and outside the scope of this proceeding, contrary to 10 C.F.R. §§ 2.309(c)(1)(ii) and (f)(1)(iii)-(vi).

C. Fluctuations In NDT Fund Values Do Not Alter the Obligation of Holtec IP2 and Holtec IP3 to Prepay All Decommissioning Funding Assurance Obligations The proposed starting NDT values in the LTA were developed based on October 2019 NDT values, with adjustments to reflect assumed market conditions and the underlying business arrangements among the Applicants (including the amount of pre-transfer withdrawals to be taken by the current Entergy licensees). Applicants noted that the projected NDT fund values at closing (i.e., in May 2021) were expected to fully fund Holtec IP2s and Holtec IP3s DFA obligations.67 But the LTA does not rely solely on this anticipatory expectation. As noted in the LTA, [t]he financial assurance required by 10 CFR 50.75, 10 CFR 50.82(a)(8)(vi), and 10 CFR 72.30(b) and (c) for decommissioning the facility will be provided by Holtec IP2 and Holtec IP3 using the prepayment method.68 Even assuming arguendo the NDT fund values today are inconsistent with the assumed market conditions used by the Applicants to develop the starting NDT values in the LTA (due to market fluctuations), absent an amended LTA, Applicants must ensure that the amounts of funds available for a May 2021 transfer are equal to or greater than the DFA amount in order for the LTA to be approved as proposed. Market fluctuations and underlying commercial or financing 66 Diablo Canyon, LBP-11-32, 74 NRC at 669-70; Diablo Canyon, LBP-12-13, 75 NRC at 789 n.14.

67 LTA, Cover Letter at 3 (emphasis added).

68 Id. at 17-18.

16

arrangements simply do not alter the DFA amount or the stated compliance basis in the LTA, against which the NRC Staff conducts its review. Furthermore, the NRC Staff need not make a predictive finding of reasonable assurance regarding Holtec IP2s and Holtec IP3s ability to prepay. Rather, the prepayment commitment is a precondition to transferring the license. And to the extent the State suggests that market fluctuations somehow could render prepayment insufficient, it identifies no basis for its claim. If Holtec IP2 and Holtec IP3 are somehow unable to meet the prepayment precondition at the time of closing or elect to propose different or additional means to meet the DFA requirements, Applicants can amend the LTA to reflect other financial assurance mechanisms or the transfer would not occur with an NRC approval based upon the current LTA.69 Accordingly, the New Bases are immaterial and fail to dispute the LTA and, therefore, should be rejected for these additional reasons.

In summary, nothing in the New Bases invalidates or otherwise challenges the DFA amount in the Application, regardless of the value of the NDT funds now or at that time.

Alternatively, Applicants could amend the LTA to provide different or supplemental means of demonstrating financial assurance or, as noted above, no license transfer would occur if the funding amounts actually available on the transfer date are insufficient to satisfy the Holtec Applicants regulatory obligations. Accordingly, the Motion should be denied and the New Bases should be rejected.

IV. CONCLUSION For the reasons above, the Commission should deny the States Motion for failing to meet the requirements of 10 C.F.R. § 2.309(c)(1), and should reject the New Bases as inadmissible for failing to meet the requirements of 10 C.F.R. § 2.309(f)(1).

69 Applicants could also withdraw the LTA, which could lead to IPEC being reverted to a SAFSTOR decommissioning strategy.

17

Respectfully submitted, Executed in Accord with 10 C.F.R. § 2.304(d) Executed in Accord with 10 C.F.R. § 2.304(d)

Peter D. LeJeune, Esq. John E. Matthews, Esq.

Jason B. Tompkins, Esq. Paul M. Bessette, Esq.

Alan D. Lovett, Esq. Scott D. Clausen, Esq.

BALCH & BINGHAM LLP MORGAN, LEWIS & BOCKIUS LLP 1710 Sixth Avenue North 1111 Pennsylvania Avenue, N.W.

Birmingham, AL 35203-2015 Washington, D.C. 20004 (205) 226-8769 (202) 739-5524 plejeune@balch.com john.matthews@morganlewis.com jtompkins@balch.com paul.bessette@morganlewis.com alovett@balch.com scott.clausen@morganlewis.com Executed in Accord with 10 C.F.R. § 2.304(d) Executed in Accord with 10 C.F.R. § 2.304(d)

William Gill, Esq. Susan H. Raimo, Esq.

HOLTEC INTERNATIONAL ENTERGY SERVICES, LLC 1 Holtec Boulevard 101 Constitution Avenue, N.W.

Camden, NJ 08104 Washington, D.C. 20001 (856) 797-0900 (202) 530-7330 w.gill@holtec.com sraimo@entergy.com Counsel for Holtec International and Executed in Accord with 10 C.F.R. § 2.304(d)

Holtec Decommissioning International, LLC William B. Glew, Jr., Esq.

ENTERGY SERVICES, LLC 639 Loyola Avenue, 22nd Floor New Orleans, LA 70113 (504) 576-3958 wglew@entergy.com Signed (electronically) by Ryan K. Lighty Ryan K. Lighty, Esq.

MORGAN, LEWIS & BOCKIUS LLP 1111 Pennsylvania Avenue, N.W.

Washington, D.C. 20004 (202) 739-5274 ryan.lighty@morganlewis.com Counsel for Entergy Nuclear Operations, Inc.,

Entergy Nuclear Indian Point 2, LLC, and Entergy Nuclear Indian Point 3, LLC Dated in Washington, DC this 20th day of April 2020 18

UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION BEFORE THE COMMISSION

)

In the Matter of: )

) Docket Nos. 50-003-LT, ENTERGY NUCLEAR OPERATIONS, INC., ) 50-247-LT, ENTERGY NUCLEAR INDIAN POINT 2, LLC, ) 50-286-LT, and ENTERGY NUCLEAR INDIAN POINT 3, LLC, ) 72-051-LT-2 HOLTEC INTERNATIONAL, and HOLTEC )

DECOMMISSIONING INTERNATIONAL, LLC )

) April 20, 2020 (Indian Point Nuclear Generating Unit Nos. 1, 2, and 3) )

)

CERTIFICATE OF SERVICE Pursuant to 10 C.F.R. § 2.305, I certify that, on this date, a copy of the foregoing Applicants Answer To The State Of New Yorks Motion For Leave To Amend Contentions NY-2 And NY-3 was served upon the Electronic Information Exchange (the NRCs E-Filing System), in the above-captioned docket.

Signed (electronically) by Ryan K. Lighty Ryan K. Lighty, Esq.

MORGAN, LEWIS & BOCKIUS LLP 1111 Pennsylvania Avenue, N.W.

Washington, D.C. 20004 (202) 739-5274 ryan.lighty@morganlewis.com Counsel for Entergy Nuclear Operations, Inc.,

Entergy Nuclear Indian Point 2, LLC, and Entergy Nuclear Indian Point 3, LLC DB1/ 113312726