PNP 2023-028, Application for Order Consenting to Transfer of Control of License and Approving Conforming License Amendments
| ML23340A161 | |
| Person / Time | |
|---|---|
| Site: | Palisades  |
| Issue date: | 12/06/2023 |
| From: | Fleming J Holtec Decommissioning International |
| To: | Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation, Document Control Desk |
| Shared Package | |
| ML23340A160 | List: |
| References | |
| HDI PNP 2023-028 | |
| Download: ML23340A161 (1) | |
Text
________________________________________________________
Enclosures 1A, 3A, and 4A Contain Non-Public Inform ation ___________________________________________
Withhold in Accordance with 10 CFR 2.390
Krishna P. Singh Technology Campus, 1 Holtec Blvd., Camden, NJ 08104
- HOLTEC Telephone (856) 797-0900 DEC OMMISSIONING Fax (856) 797-0909 I I'- T r R N,\\ T I O N,\\ L
HDI PNP 2023-028 10 CFR 50.80 10 CFR 50.90 10 CFR 72.50 December 6, 2023
U.S. Nuc lear Regu lat ory Co mmissio n At t n: Do cu me nt Co nt ro l Desk Washington, D.C. 20555
Palisades Nuclear Plant Docket Nos. 50-255 and 72-007 Renewed Facilit y Operat ing License No. DPR-20
Subject : App licat io n fo r Order Co nsent ing t o Transfer of Cont rol o f License and Approving Co nfo r ming License Amendment s
Pursuant to Sect ion 184 o f t he At omic Energy Act of 1954, as amended ( AE A), 10 CFR 50.80, 10 CFR 50.90, and 10 CFR 72.50, Ho lt ec Deco mmissio ning Int ernat io na l, LLC ( HDI), o n beha lf of itself, Ho ltec Palisades, LLC (Ho ltec Palisades), and Palisades Energy, LLC (OPCO)
(toget her, Applicant s), submit t he enclo sed app licat io n ( Applicat ion) request ing t hat t he U.S.
Nuclear Regulatory Co mmissio n (NRC) consent to the transfer of operating authorit y under Renewed Facilit y Operating License (RFOL) No. DPR-20 for the Palisades Nuclear Plant (PNP) and the general license for the Palisades Independent Spent Fuel Storage Installat ion (ISFSI) (referred to collect ively as the Facilit y) fro m HDI to OPCO. Applicants also request NRC approval for co nfor ming ad minist rat ive amendment s to reflect t he request ed t ransfer.
Applicants request NRCs consent to the transfer as part of the regulatory approvals to repower PNP. Transit ioning operat ional aut horit y fro m HDI to OPCO is condit io ned on HDIs receipt of NRC approvals necessary to resume full-power operations. As a result of Entergy Nuclear Operations, Inc.s (ENOI) decisio n to shut down PNP for economic reasons, and fo llowing ENOIs submission o f the cert ifications of permanent shutdown and defueling under 10 CFR 50.82(a)(1) and enactment of the standard suite of licensing changes to reflect a permanent ly defueled reactor, the PNP RFOL does not currently authorize power operations or placement of fue l in t he reacto r.
As described in HDIs letter dated March 13, 2023 (ML23072A404), HDI has ident ified the regulatory path to reinstate the power operations licensing basis (POLB) to resume power operations. On September 28, 2023, HDI filed a request for exempt ion fro m 10 CFR 50.82(a)(2)
in furtherance of the restart (ML23271A140). HDI intends to submit addit ional licensing actions over t he next several mo nt hs to reinst ate t he Facilit ys POLB. In t his su bmit t al, HDI is request ing NRC approval to transfer operational authorit y to OPCO and to vest in OPCO exclusive control of operation and maintenance of PNP. OPCO is an indirect, wholly owned subsidiar y o f Holtec International (Holtec), formed, staffed, and resourced by Holtec specifically for power operations of PNP. As described in the enclosed Applicat ion, OPCO will be resourced with in-depth o perat io na l exper ie nce and t he pro gra mmat ic expert ise t o co nduct po wer o perat io ns licensed activit ies at PNP to the same level o f excellence that HDI has demonstrated in deco mmissio ning and Ho lt ec has up held fo r o ver t hree decades as t he preeminent spent nuc lear fue l ve ndo r pro vid ing safety-related services and equipment for nearly every nuclear facility in the current domestic operat ing fleet.
Ho lt ec Palisades w ill rema in t he licensed o wner, t he be nefic iar y o f t he PNP deco mmissio ning t rust fund, and the part y to t he Standard Contract for Dispo sal of Spent Nuclear Fuel. Ho lt ec Palisades has ent ered into a life-o f-p lant power purchase agreement wit h t wo po wer co -o perat ives t o sell all Facilit y energy and capacit y under a long-term, fixed price arrangement t hat will remain in place for t he fu ll t er m of t he Facilit y license ( including subsequent license renewal t er ms).
No changes are being made to the Big Rock Point license, which will remain owned by Ho ltec Palisades and operat ed by HDI.
A simp lified organizat ion chart reflect ing the current PNP licensees and their owners is pro vided as Figure 1 fo llowing this let t er. The planned ownership st ruct ure follo wing the proposed t ransfer is depicted in Figure 2. These organizat ion charts are simplified in that they only show the companies in t he chain o f ownership of t he licensee ent it ies befo re and aft er t he pro po sed t ransfer.
As of the date o f t his let t er, PNP is st ill in deco mmissio ning, and HDI is st ill adher ing t o t he PNP Post Shutdown Decommissioning Activities Report (PSDAR), dated December 23, 2020 (ML20358A232). Given the long lead time for developing, obtaining, and implement ing the necessary NRC approvals, hiring and qualifying operational staff, and complet ing physical sit e work needed to resume power operations on an economically-viable schedule, Ho ltec has made the decisio n to begin pursuing discret e rest art activit ies at risk, with pr iorit y on long lead items that do not impact decommissio ning. Holtec is in the process of securing a loan guarantee from t he U.S. Depart ment o f Energ y ( DOE) under T it le XVII o f t he Energ y Policy Act o f 2005. Also,
the Michigan Legislature appropriated funds to support the restart, which Ho ltec expects to be administ ered via a grant program overseen by the Michigan Department of Labor and Economic Opport unit y. Upon obt aining condit io nal co mmit ment for t he DOE loan guarant eewhich is t he determinant to Holtecs decisio n to pursue t he restart in ear nestHDI expects to docket a notice under 10 CFR 50.82(a)(7) indicat ing its intent ion to depart from the current PSDAR schedule to pursue restart activities until such time as PNP either successfully restarts (and exits decommissio ning) or Holtec abandons the restart project. HDI anticipates filing this 10 CFR 50.82(a)(7) not ice the fir st quart er o f 2024.
Subject to the foregoing, and receipt of the NRC approvals needed to return PNP to power operations, HDI plans to effectuate the transfer to OPCO on the date reinstatement of the POLB occurs. App licant s are current ly target ing the t ransit io n to power operat ions in t he third quart er o f 2025. To support t his schedule, App licant s respectfu lly request t hat t he NRC review the enclo sed
Application on a schedule that will permit issuance of an order consenting to the transfer and approval of conforming license amendments by December 31, 2024. Applicants request that the consent be immediately effect ive upon issuance and permit the transfer to occur up to one year aft er issuance or such lat er dat e as NRC may per mit. App licant s are prepared to work clo sely wit h NRC to facilitate the review of the Application. Applicants also request that the license amendments be made effective as of the date the transfer is completed. HDI will notify NRC staff at least five business days pr io r to t ransferr ing operatio nal autho r it y fro m HDI to OPCO.
Aft er obt aining all necessar y NRC appro vals, HDI int ends to submit a not ificat ion of t ransit io n to power operations to NRC that will docket HDIs and OPCOs sat isfact ion of the implement ation cond it io ns fo r t he license t ransfer, 10 CFR 50.82(a)(2) exempt io n, and license amend ment s. Upon docket ing this notificat ion let ter, PNP will transit io n from a facilit y in deco mmissio ning back to a power o perat io ns plant, and HDI will t ransfer it s autho rit y t o co nduct licensed act ivit ies to OPCO.
Fo llowing the transfer, OPCO will have full authority to conduct licensed act ivit ies under the reinstated POLB.
The proposed transfer of operational authorit y under the RFOL is desirable and of considerable benefit to t he cit izens of Michigan. The transfer will facilit at e t he rest art o f PNP and the ret urn of 800 MW of car bo n-free baselo ad generat ion t o suppo rt st at e and federal climat e, energy secur it y, and reliabilit y goals.
Information supporting this request for consent and approval is provided in the enclosed App licat io n. A mark-up sho wing t he pro po sed confor ming license amend ment s is included in the App l icat io n as Att achme nt A. A clea n ver s io n of the pr o po sed lice nse ame nd me nt s is inc lud ed as At t achme nt B.
The Application in Enclo sure 1 provides informat ion pertaining to the proposed transfer as requ ired by 10 CFR 50.80. The referenc ed info r mat io n demo nst rat es t hat : (1) Ho lt ec Palisades and OPCO will have the requisite managerial, technical, and financial qualifications to operate PNP; (2) Holtec Palisades will continue to provide reasonable assurance of funding for decommissio ning; (3) the material terms of the NRC license will not be affected; and (4) the transfer will not result in any impermissible foreign ownership, control, or domination. Certain information contained in Enclosure 1, Attachment C constitutes personally identifiable infor mat io n, the disclo sure of which would const it ut e a clear ly unwarrant ed invasio n of perso na l pr ivacy. Applicants have redacted such personally ident ifiable infor mat ion fro m Enclo sure 1. A no n-pu blic versio n o f E nclo sure 1, At t achment C is pro vided in E nclo sure 1A. App licant s request that the unredacted enclosure containing personally ident ifiable informat ion be withheld from public disclosure pursuant to 10 CFR 2.390(a)(6).
In summary, the proposed transfer will neit her have any adverse impact on the public health and safet y, nor be inimical to the common defense and securit y. The proposed transfer will be co nsist ent w it h t he requ ire ment s o f AE A, NRC regu lat io ns, and PNP RFOL. App lic a nt s, t herefo re, respect fu lly request t hat NRC co nsent to t he t ransfer of o perat ional aut hor it y under PNP RFOL in accordance wit h 10 CFR 50.80 and 10 CFR 72.50 and issue the confor ming license amendments request ed herein pursuant to 10 CFR 50.90.
Enclosures 3A and 4A contain confident ial co mmercial and financial informat ion. Applicants request that this infor mat ion be wit hheld fro m public disclo sure pursuant to 10 CFR 2.390(a)(4),
as described in the affidavit provided in Enclosure 2. Enclosure 3 contains a non-proprietary versio n o f t he inco me st at ement in Enclo sure 3A. Add it io nally, Enclo sures 5 and 6 cont ain a fo r m Operator Services Agreement and fo rm Support Agreement, respectively.
In accordance with 10 CFR 50.91(b)(1), a copy of this submittal has been sent to the State of Michigan.
T his App licat io n co nt a ins regu lat or y co mmit ment s as not ed in Att achment E to t he App licat io n.
Service upon t he Applicant s of not ice, comment s, hear ing request s, int ervent io n petit io ns, or ot her pleadings should be made to:
Jason Da y Alan Lo vet t General Counsel Ba lch & Bing ham LLP H o lt e c De c o mm is s io n in g Int e r na t ion a l, LL C1901 Sixth Avenue North, Suite 500 1 Holtec Blvd. Bir mingham, AL 35203 Camden, NJ 08104 Telephone: (205) 226-8769 Telephone: (856) 797-0900 x 3688 Email: a lovett@balch.com E ma il: j. da y@ho lt ec. co m
For quest ions relat ed to t his submit t al, please contact Michael Schu lt heis, HDI Manager of Regulatory Assurance, at 269-764-2049 or m.schult heis@ho lt ec.com.
Sincerely,
Digitally signed by Jean A. Fleming Jean A. DN: cn=Jean A. Fleming, c=US, o=Holtec Decommissioning International, LLC, ou=Regulatory and Environmental Affairs, Fleming email=J.Fleming@Holtec.com Date: 2023.12.06 14:11:45 -05'00' Jean A. Fleming Vice President, Licensing, Regulatory Affairs, and Probabilist ic Safety Analysis Holt ec Int ernat io nal Holt ec Decommissio ning Int ernational, LLC
Enclo su res:
Figure 1 - Organizat io n Chart (Current )
Figure 2 - Organizat io n Chart (Post-Transfer)
- App licat ion fo r Order Consent ing to Transfer of Cont ro l of License and Appro ving Confor ming License Amendment s NRC Renewed Facilit y Operat ing License No. DPR-20 A - Non-public Addenda to Enclosure 1 [Withhold Under 10 CFR 2.390(a)(6)]
- Affidavit of Jason Day Supporting Holtec Decommissio ning Internat ional, LLCs App licat io n to Wit hho ld Cert ain Document s fro m Public Disclo sure
- Projected Inco me Statement and Opening Balance Sheet of Holtec Palisades, LLC (Non-Proprietary)
Enclo sure 3 A - Pro ject ed Inco me St at eme nt and Opening Balance S heet o f Holt ec Palisades, LLC (Proprietary) [ Withhold Under 10 CFR 2.390(a)(4)]
Enc lo sure 4A - Holt ec Int ernat io nal Financ ia l I nfo rmat io n (Pro priet ar y) [Withhold Under 10 CFR 2.390(a)(4)]
Enc lo sure 5 - Fo rm o f Operat or Service s Agree me nt bet ween Ho lt ec Palisades, LLC and Palisades Energy, LLC
- Form of Support Agreement
cc (w/enclo sures, except Enclosures 1A, 3A, and 4A):
NRC Regio n III Regional Administrator NRC Deco mmissio ning Inspector - Palisades Nuclear Plant NRC NMSS Project Manager - Palisades Nuclear P lant Designated Michigan State Official
5 AFFIRMATION OF KELLY TRICE
l, Kelly Trice, do hereby declare under penalty of perjury under the laws of the United States of
America that the following is true and correct: (I) lam the President ofHoltec Decommissioning
International, LLC and Palisades Energy, LLC, (2) I am duly authorized to execute and file this
certification on behalf of Holtec International, Holtec Decommissioning International, LLC,
Holtec Palisades, LLC, and Palisades Energy, LLC and (3) the statements set forth in the attached
Application, including the financial qualifications for Holtec Palisades, LLC, Palisades Energy,
LLC, and Holtec International, are true and correct to the best of my information, knowledge and
belief.
By:
Kellyri(e
Date: December 6, 2023
Affirmation of Kelly Trice 6
Figure 1 - Organization Chart (Current)
Holt ec International
Holt ec Po wer, Inc.
I Nuclear Asset Holt ec Management Decommissio ning Compa ny, LLC Int ernat io nal, LLC
Holtec Palisades, LLC*
Notes:
- Holtec Palisades, LLC is the licensed owner of PNP and Big Rock Point and holds the decommissio ning trust fund s and the Standard Cont ract fo r Disposal for Spent Nuclear Fuel.
Holt ec Decommissio ning Int ernat io nal, LLC is t he licensed operator o f PNP and Big Ro ck Po int and has authorizat ion to conduct licensed act ivit ies under the defueled facilit y licensing bases.
Figure 1 Figure 2 - Organization Chart (Post-Transfer)
Holt ec International
Holt ec Po wer, Inc.
I I Nuclear Asset Holtec Management Palisades Energy, Decommissioning Compa ny, LLC LLC (OPCO) International, LLC
Holtec Palisades, LLC*
Notes:
- Ho ltec Palisades, LLC will remain the licensed owner of PNP and Big Rock Point and will co nt inue t o ho ld t he decommissio ning t rust fund s and t he Standard Co ntract fo r Dispo sal fo r Spent Nuclear Fuel.
Palisades Energy, LLC will be the licensed operator of PNP, authorized to conduct licensed activit ies under t he reinst ated PNP power operations licensing basis.
Holt ec Deco mmissio ning I nt ernat io na l, LLC will re ma in t he lic e nsed operato r o f Big Rock Po int and the other Holt ec-o wned facilit ies in decommis sioning.
Figure 2 ENCLOSURE 1
Application for O rder Consenting to Transfer of Control of License and Approving Conforming License Amendm ents
NRC Renewed Facility Operating License No. DPR-20
Encl. 1 TABLE OF CONTENTS
- 1. Introduction................................................................................................................... 1
- 2. Statement of Purpose of the Tran sfer and Nature of the Transaction Making the Transfer Necessa ry or Desi rab le............................................................................. 2 (a) Pu rpose and Description of the Transfer.......................................................... 2 (b) Nature of the Transaction Making the Transfer Desirab le.............................. 4
- 3. General Corporate Information Required by 10 CFR 50.33....................................... 4
- 4. Foreign Ownership, Control, or Domination............................................................... 5
- 5. Technical Qualifications................................................................................................ 6 (a) Senior Leadership.............................................................................................. 9 (b) Site Organization............................................................................................. 11 (c) Home Office Support....................................................................................... 13 (d) Corporate Governance and Oversight............................................................ 13 (e) Conclusion........................................................................................................ 14
- 6. Financial Qualifications............................................................................................... 1 4 (a) Financial Qualifications for Operations.......................................................... 1 5 (b) Decommissioning Funding............................................................................... 16
- 7. Rest ricted Data and Classi fied National Security Information................................. 18
- 8. Other Nuclear Regulatory Issues................................................................................ 19 (a) Price-Ande rson Indemnity and Nuclear Insurance........................................ 19 (b) Standard Contract for Dispo sal of Spent Nuclear Fuel.................................. 19 (c) Exclu sion Area Cont rol.................................................................................... 1 9 (d) Quality Assu rance Progra m............................................................................ 19 (e) No Significant Hazards Consideration............................................................ 20
- 9. Environ mental Review................................................................................................ 20
- 10. Effective Date and Other Required Regulatory Approvals....................................... 20
- 11. Conclusion.................................................................................................................... 2 1
Attachment A - Renewed Facility Operating License No. DPR-20 (Changes)
Attachment B - Renewed Facility Operating License No. DPR-20 (Revised Pages)
Attachment C - Redacted Corporate Informati on Required by 10 CFR 50.33(d)(3) (Public)
Encl. 1 TOC Attachment D - Palisades Energy, LLC O rgani zation Chart and Resumes of Senio r Leadership
Att achment E - Regulatory Commit ment s
Encl. 1 TOC
- 1. Introduction
Pursuant to Sect ion 184 of t he At omic Energy Act of 1954, as amended ( AE A), 10 CFR 50.80, 10 CFR 50.90, and 10 CFR 72.50, Holtec Palisades, LLC (Holtec Palisades), Holtec Decommissio ning Internat ional, LLC ( HDI), and Palisades Energy, LLC (OPCO) (together, App licant s) su bmit t his applicat io n ( App licat io n) request ing that t he U.S. Nuclear Regulat o ry Commissio n (NRC) consent to the transfer of HDIs operating authorit y (i.e., authorit y to conduct licensed activit ies) under Renewed Facilit y Operat ing License (RFOL) No. DPR-20 fo r the Palisades Nuclear P lant (PNP) and the gener al license for the PNP Independent Spent Fuel Storage Installat ion (ISFSI) (referred to collect ively as t he Facilit y) to OPCO. Applicants also request t hat NRC appro ve confo r ming admin ist rat ive amend ment s to t he PNP RFOL to reflect t he proposed transfer of operational author it y fro m HDI to OPCO. These administrative changes to the PNP RFOL are shown in Attachment A to this enclo sure. A clean versio n of the proposed license amendment s is included as At t achment B.
Applicants request this approval to support the recommencement of power operations at PNP.
When NRC previously approved the transfer of operational authorit y from Entergy Nuclear Operations, Inc. (ENOI) to HDI, it was based on the understanding that PNP would be per manent ly shut do wn and defueled by ENOI and decommissio ned by HDI. Prio r to t he transfer, ENOI submit ted certificat ions o f per manent shutdown and defueling under 10 CFR 50.82(a)(1), 1 at which point 10 CFR 50.82(a)(2) and the RFOL no longer authorized operations. In approving t he t ransfer fro m ENOI to HDI, NRC evaluat ed HDIs qualificat io ns to perfo rm licensed activit ies at a permanent ly defueled facilit y t hro ugh deco mmissio ning and license t er mination.
In light of the developments since HDI assumed licensee responsibilit ies in June 2022, including federal and st at e suppo rt fo r nuclear generat io n, HDI has engaged wit h NRC and ot her go vernment bo d ies regarding t he po ssibilit y o f rest art ing PNP. On March 13, 2023, HDI submit t ed a regulat o ry path to reinst at e po wer o perat io ns at PNP.2 Co nsist ent w it h t hat pat h, o n Sept ember 28, 2023, HDI submitted an exempt ion request from 10 CFR 50.82(a)(2).3 In furtherance of this restart plan, HDIs u lt imat e parent co mpa ny, Holt ec Int ernat io nal (Ho lt ec), creat ed a new subsid iar y, OPCO, to facilit ate power operations at PNP. As descr ibed herein, OPCO will possess the financial and t echnic a l qualificat io ns necessar y t o co nduct licensed activit ies at a power o perat io ns p la nt, subject to NRCs approval o f the separate licensing act ions and exempt ion requests to reinstate power o perat io ns at PNP. In lig ht o f t he ant icipat ed licensing and rest art schedu le, App licant s request t hat NRC approve t his App licat io n by December 31, 2024. Subject to receipt of other NRC appro vals, App l ica nt s expect t he t r ans fer of oper at iona l aut ho r ity fro m HDI t o OP CO t o co inc ide with
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Encl. 1 p.1 reinstatement of the facilit ys power operations technical specifications (POTS), which is current ly expected to occur in t he third quart er o f 2025.
Holtec Palisades will remain the licensed owner of the PNP and Big Rock Point facilit ies, and Holt ec Palisad es will cont inue to ho ld t he nuclear decommissio ning t rust fu nds fo r bo t h. HDI wil l remain t he licensed operator o f Big Ro ck Po int. The PNP rest art effo rt s and transfer o f operat io nal aut ho rit y fro m HDI to OPCO at PNP will no t affect Big Ro ck Po int act ivit ies o r Ho lt ec Palisadess decommissio ning and spent fuel management funding structure that is current ly in place for Big Rock Po int. 4
All act ivit ies performed at PNP will be in compliance wit h the license and NRC regulations, subject to OPCO s direct oversig ht and cont rol as the licensed operator.
Cert ain enclo sures acco mpanying this App licat io n cont ain perso nally ident ifiable info r mat io n and confident ial co mmercial and financial infor mation that should be wit hheld from public disclosure pursuant to 10 CFR 2.390.
- 2. Statement of Purpose of the Tran sfer and Nature of the Transaction Making the Transfer Necessa ry or Desi rab le
(a) Pu rpose and Description of the Transfer
PNP is a 2,565 MW pressur ized water reactor located in Covert, Michigan, on the shore of Lake Michigan, approximately five miles south of South Haven, Michigan. PNP began co mmercia l operations on December 31, 1971. ENOI shut down the facilit y on May 20, 2022. Pursuant to 10 CFR 50.82(a)(1), ENOI submitt ed certificat ions of permanent cessat ion of power operat ions and permanent removal of fuel fro m the reactor vessel on June 13, 2022.5 On June 15, 2022, ENOI implemented the Permanently Defueled Technical Specifications. Accordingly, when ENOI transferred operational authorit y to HDI on June 28, 2022, the permanent ly defueled licensing basis no lo nger autho rized power o perat io ns.
NRCs appro val o f ENOIs t ransfer of operat io nal aut ho rit y t o HDI was based on t he expectat io n, at t he t ime, t hat PNP wo uld per manent ly shut do wn. As st at ed in NRCs safet y evaluat io n report :
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Encl. 1 p.2 Pursuant to the purchase and sale agreement, the proposed transfer transaction is subject to Palisades also having permanent ly ceased o perat ions. Accordingly, HDI (the proposed licensed operator for decommissio ning) would not be authorized under t he Palisades lic e nse t o o perat e o r lo ad fue l in t he Palisade[ s] reacto r pursuant to 10 CFR 50.82(a)(2) and, therefore, would not conduct the operations co nt emp lat ed by t he financial qualificat io ns pro visio ns o f 10 CFR 50.33(f). Rat her, all o f HDIs licensed activit ies wou ld invo lve t he po ssessio n o f rad io act ive mat er ia l in connection wit h maintaining the safe condit ion of Palisades and the Big Rock Po int and Palisades ISFSIs, radio lo g ical deco mmissioning of Palisades and t he Big Rock Point and Palisades ISFSIs, license termination, and operational responsibilit ies associated with spent fuel management.6
As t he licensed operato r fo r all o f t he Holt ec-o wned nuc lear fac ilit ie s t hat are in deco mmissio ning, HDI was created and st affed to o versee deco mmissioning pro jects. The purpose of t his t ransfer is to ensure that the Holtec organizat ion authorized to oversee power operations is appropriately st ructured and st affed for reactor operations. As descr ibed in Sect ion 5, OPCO will be st affed and resourced as a nuclear plant operator, with deep operational experience and the programmat ic competencies necessary for plant operations. PNPs site emplo yees and management are expected to be employed by OPCO, subject to industry-typical staff augmentation and contractor arrangements that OPCO will use to fill certain roles. This Applicat ion also provides NRC wit h the opportunit y to review and confirm OPCOs and Ho ltec Palisadess financial and technica l qualificat ions in connect ion wit h t he ret urn to fu ll-po wer o perat io ns.
OPCO, like HDI, is a who lly owned subsidiary of Ho ltec through Holtec Power, Inc. (Holtec Power). Holtec Palisades will cont inue to be the licensed owner and ho ld the PNP nuclear decommissio ning t rust fu nd. As discussed in Sect io n 6, Ho lt ec Palisades is t he part y t o t wo po wer purchase agreements under which all o f PNPs capacit y will be so ld, and Holtec Palisades will reimburse OPCO for its costs under an Operator Services Agreement, a for m of which may be found in Enclosure 5 following this Applicat ion. Holtec will provide supplemental financial support via a Support Agreement with Holtec Palisades, a form of which may be found in to t his App licat io n.
A simp lified organizat ion chart reflect ing the current PNP licensees and their owners is pro vided as Figure 1 to the letter accompanying this Applicat ion. The planned organizational structure fo llo wing the proposed transfer is depicted in Figure 2. The ownership and operational structure OPCO is implement ing is based on ENOIs organizatio n st ruct ure prio r to shut down, wit h cert ain fleet and corporate funct ions (previously per for med by Entergy home office personnel) relocated to t he PNP sit e.
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Encl. 1 p.3 (b) Nature of the Transaction Making the Transfer Desirab le
In parallel to this Applicat ion, HDI is submitting an exempt ion request and license amendment request s to aut ho rize t he ret urn to fu ll power o peratio ns. The purpose of t he t ransfer is t o facilit at e the prompt restart and return to the full-power operation of PNP, which is in furtherance of state and federal climate and electric reliabilit y goals. As stated by the Michigan Governors Office,
[k]eeping Palisades open will keep energy cost s low, shore up domest ic energy production, and incr ea se Mic higa n s co mpet it ive ne ss fo r fut ur e eco no mic de ve lop me nt. 7 On July 31, 2023, Governor Whit mer signed the 2024 Michigan state budget, in which the Michigan Legis lature appropriated $150 millio n for targeted energy investment, aimed at the PNP restart project.8 Likewise, with the passage of federal legislat ion, including the Bipart isan Infrastruct ure Law and t he Inflation Reduct ion Act, Congress has provided financial support for t he U.S. nuclear fleet as part of federal efforts to maintain carbon-free domestic baseload generat ion. The transfer is desirable and o f considerable benefit to the citizens o f Michigan and supports federal and state climate, energy securit y, and electric reliabilit y policies. As discussed in Section 5 below, the license transfer will place PNP in a well-supported organizat ion with deep expertise in reactor operations.
This Applicat ion provides informat ion regarding the financial qualificat ions o f OPCO and the required financial assurance for decommissio ning of the site and ISFSI. In addit ion, it provides information pertaining to the proposed transfer of authority to conduct licensed activities, including the informat ion required under 10 CFR 50.80. As that informat ion demo nstrates: (1)
OPCO will have t he requisit e manager ial, t echnical, and financial qualificat io ns t o be t he licensed operator of PNP; (2) the material terms of the RFOL will not be affected; and (3) the license t ransfer will not result in any imper missible fo reign ownership, contro l, or do minat ion.
In summary, the proposed transfer will not be inimical to the commo n defense and securit y or result in any undue risk to public health and safety, and the transfer will be consistent with the requ irement s o f AEA and NRC regulat ions.
- 3. General Corporate Information Required by 10 CFR 50.33
OPCO is a direct, wholly owned subsidiary o f Holtec Power. Holtec Power is a direct, wholly o wned su bsid iar y o f Ho lt ec. Holt ec is a Delaw are corporat io n and the ult imat e parent company o f all the relevant entit ies who will own or operate PNP. Figures 1 and 2 illustrate the corporate o wnership st ruct ure prio r to and fo llo w ing the license t ransfer. Upon co mp let io n o f t he t ransact io n
7 W available at 22,, 20. 9ptnet, Slapns Poealisade P Re toltecoith Hn wlas Pnnuneocr Ahietm https://www.michigan.gov/whitmer/news/press-r eleases/2022/09/09/whitmer -announces-plan -with-h oltec-to-reopen-palisades-plant.
8 2023 Mich. Pub. Acts 379-380 a vailable at https://www.legislature.mi.gov/documents/2023-2024/publicact/pdf/2023-PA-0119.pdf; Governor Whitmer Signs Make it in Michigan Budget, July 31, 2023, available at h ttps://www.mich igan.gov/whitmer/news/pr ess-releases/2023/07/31/whitmer -signs-make-it-in-mich igan-budget.
Encl. 1 p.4 and license t ransfer, sit e-based PNP emp lo yees will be emp lo yed by OPCO, supp lement ed by st aff augment at io n and/or cont ractors who report to and are subject to OPCO s direct ion and cont ro l.
The general corporate informat ion required by 10 CFR 50.33(d)(3) regarding Holtec, Holtec Power, Nuclear Asset Management Company, LLC, Holtec Palisades, and OPCO, including identification of their principal officers and directors, is provided in Attachment C to this App licat io n. Att achme nt C co ntains perso na lly ident if iable info r mat io n, the disc lo sure of which would const itute a clearly unwarranted invasio n of personal pr ivacy. Applicants request that this personally identifiable information be withheld from public disclosure pursuant to 10 CFR 2.390(a)(6). All such info r mat ion has been redacted fro m the versio n of At t achment C att ached to t his Enclosure 1. An unredacted versio n o f At t achment C is pro vided in the no n-public Enclo sur e 1A addenda, which App licant s request be wit hheld under 10 CFR 2.390(a)(6).
Because OPCO is a newly-for med ent it y, t he infor mat ion cont emplated by 10 CFR 50.33(f)(4) is included herein. OPCO is a Delaware limited liabilit y co mpany whose sole member is Holtec Po wer. As of the dat e o f this App licat io n, OPCO has no liabilit ies. Pursua nt to t he t erms o f it s LLC operat ing agree ment and the Operato r Services Agreement wit h Holt ec Palisades (Enclo sure 5), OPCO wi ll be authorized to undertake all reasonably necessary corporate actions to operate PNP for itself and as agent for Holtec Palisades, including entering into contracts, emplo ying personnel, acquiring equipment and other property, borrowing and remitting funds, and taking other actions as reasonably necessary to carry out its business. As OPCOs so le member, Holtec Power holds 100% of t he membership interest s in OPCO. OPCO i s governed by its So le Member wit h delegated authorit y to o fficers, all o f who m are list ed in Att achment C. These ind ividuals are ult imately account able to t he Holt ec Executive Commit t ee member s also list ed in At t achment C.
OPCO is authorized to make distribut ions, if any, to Holtec Power at times and in amounts determined by the OPCO management committee, subject to applicable project finance rest rict io ns. Ho wever, OPCO is a ser vice co mpa ny that is not expect ed to generat e revenue or make dist r ibut ions to it s parent companies. As descr ibed in Sect ion 6 belo w, revenue fro m PNPs power generation will flow through Holtec Palisades. Holtec Palisades will reimburse OPCO, at cost, for OPCO s expenses incurred at PNP pursuant to the Operator Services Agreement (Enclosure 5). Holtec will enter into a Support Agreement (Enclosure 6) pursuant to which it wil l pro vide Holt ec Palisades (and t hus, ind irect ly, OPCO) wit h fu nds to support facilit y operations, if necessary, in accordance with the terms thereof. OPCOs and Holtec Palisadess financial qualificat ions are discussed in Sect ion 6 belo w.
Holtec is the ult imate parent company o f all the ent it ies descr ibed in Attachment C. Holtec is a pr ivat ely held corporat io n. It is o wned by it s shareho lders as fo llo ws: (1) The Great Banyan Trust, 36.33% o wnership int erest ; and (2) Mu lt i-Decades Trust, 63.67% ownership int erest. These t rust s are contro lled by Dr. Kr ishna Singh, who is a U.S. cit izen.
- 4. Foreign Ownership, Control, or Domination
As noted immediately above, Holtec is a privately held corporation owned by do mest ic trust companies t hat are in t urn cont ro lled by a U.S. cit izen. Holt ec is led by it s Chief E xecut ive Officer Dr. Kr ishna Singh, and management of the company is vested in t he Ho lt ec execut ive leadership team, including the Executive Committee members listed in Attachment C. Holtecs CEO,
Encl. 1 p.5 principal officers, and Execut ive Committee are all U.S. cit izens. Holtecs Board of Directors serves in an advisor y capacit y to Holtecs executive leadership team. The Board of Directors is not compr ised ent irely o f U.S. cit izens, as indicated in the unredacted version of Attachment C included in Enclosure 1A. No Director represents the interests of a foreign company or go vernment al aut ho rit y. Holt ecs Bo ard is compr ised o f ind iv iduals who advise Holt ecs execut ive leader ship based on t heir ext ensive nuclear indust ry exper ience and leader ship ro les in pro minent nuclear utilit ies and nuclear governing bodies, including internat ional ut ilit ies and governing bodies. The Board of Directors is an advisor y board. It does not have the individual or collective autho rit y t o direct or co nt ro l t he conduct o f NRC-regu lat ed activit ies by Ho lt ec or it s subsid iar ies, including OPCO and Ho lt ec Palisades, no r do t hey have aut hor it y to appoint o r remo ve any of t he officers responsible for the conduct of NRC-regulated activit ies. Dr. Kr ishna Singh serves as the Chair man of the Board of Directors and has a deciding vote on matters before the Board. Holt ec is pr ivat e ly he ld, and as suc h t he Direct o rs are appoint ed, and ma y be rep laced, by Ho lt ecs o wners, which are trust companies organized in t he Stat e of Flo r id a and the Stat e o f Nevada, respect ively, and cont ro lled by a U.S. cit izen. Holt ec has been pr ivately owned by a U.S. cit izen or corporat io n since it s incept io n in 1986 wit hout any non-U.S. cont rol or do minat ion.
Thro ugh it s Executive Co mmit t ee, Ho lt ec will exercise corporat e parent appro val and oversig ht o f Holtec Palisades and OPCO, including budgetary approvals, financial performance, hiring decisio ns fo r senio r manag ement, and appro val of majo r capit al expendit ures. All of t he members o f t he Holt ec Execut ive Co mmit t ee are U.S. cit izens. All o f t he manager s and pr incipal o fficers o f t he int er mediat e Holt ec subsid iar ies, Holt ec Po wer and Nuclear Asset Management Co mp any, are U.S. cit izens. All o f the principal o fficers of Holtec Palisades and OPCO who will have direct respo nsib ilit y fo r NRC-regulat ed act ivit ies are U.S. cit izens. As such, OPCO and Ho lt ec Palisades will no t be o wned, contro lled, or dominated by any foreign person.
As t he licensed ent it y wit h possessio n of and respo nsibilit y fo r direct o versight and cont ro l of the site, OPCO will act for itself and on behalf of Holtec Palisades as its agent. OPCO and Holtec Palisades are no t acting as t he agent or represent at ive of any other ent it y in t he pro po sed transfer.
- 5. Technical Qualifications
OPCO will be fu lly st affed and reso urced as a plant o perato r wit h an o rganizat io nal st ruct ure based on ENOIs previous operating organizat ion, with certain funct ions that were previously fulfilled by ENOI home office personnel relocated to either the plant site or Holtecs corporate headquart ers. OPCO will be managed and st affed by perso nnel who have decades o f nuclear p lant operating exper ience at PNP and other U.S. nuclear plant s. As an operator wit h responsibilit y for a single facilit y, OPCOs organizat ion will consist primarily o f on-site personnel at PNP, a substantial portion of which previously served in ENOIs operating organization prior to shutdown. OPCOs senior leadership will be made up of exist ing Holtec-affiliated officers and senio r leadership, includ ing the incu mbent PNP Sit e Vice Presid ent who served in t hat ro le dur ing PNPs per manent ly defueled operations and who will report to a Chief Nuclear Officer with over four decades of nuclear operating exper ience and senior management roles. While OPCO will be exclu sively respo nsible fo r t he conduct o f licensed activit ies at PNP, OPCO s organizat io n will be augmented by various Holtec corporate and administrative support, and OPCOs leadership will
Encl. 1 p.6 draw on the decades of experience of Ho ltecs senior leaders who will oversee and provide bus ine ss dir ect io n to OP CO.
Figure A-1 below provides an overview of the operating organization, OPCOs senior management, and the oversight and lines of reporting to Holtec. Attachment D includes o rganizat io n chart s sho wing the ent ire sit e organizat io n of appro ximat ely 550 fu ll-t ime emp lo yees and their reporting relat ionships up to the Site Vice President. As shown in Figure A-1, OPCOs sit e organizat ion, led by the S it e Vice President, will report to OPCOs senior leadership, who in t urn will ult imately answer to t he Holt ec Executive Commit t ee compo sed of the members sho wn in Att achment C. While OPCO lead ership will be acco unt able to t he Holt ec Executive Co mmit t ee, and, through the Executive Co mmittee, Holtec will exercise the typical approval and oversight r ight s of a corporate parent (e.g., budgetary approval and financial oversight, hir ing decisio ns for senior management, approval of major capital expendit ures, and ensur ing a strong nuclear safet y culture fro m the top down), OPCOs officers will be ult imately responsible for and have control over all licensed activit ies at PNP. This responsibilit y and control includes daily operations, compliance wit h the Facilit y licensing basis, hiring, training, and supervising site emplo yees, licensing reviews and submittals to NRC, engineering, maintenance, and outage work, and manag ing operat ing cost s.
Encl. 1 p.7
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(a) Senior Leadership
The OPCO executive leadership team will oversee safe operation of PNP and will be ultimately responsible for the conduct of licensed act ivit ies in accordance with the plant power operations licensing basis (POLB). The execut ive leadership t eam consist s of the President, Chief Nuclear O fficer, Chief Financial O fficer, Vice Presid ent o f Licensing, Regu lat ory Affa ir s, and Pro babilist ic Safet y Analys is, and Sit e Vice President.
OPCOs senior leadership has over a century o f collect ive nuclear operational experience, wit h most holding Senior Reactor Operator licenses during their careers and bringing in-depth management experience from their prior roles in nuclear operating organizat ions. The OPCO execut ives wit h key nuclear oversig ht ro les are discussed in t his sect io n, wit h all senio r leader ship ro les and responsib ilit ies pro vided in Table A-1.
OPCO will be led by Kelly Tr ice, as President. Mr. Trice current ly ser ves as HDI s President and will cont inue in that role in addit ion to his responsibilit ies for OPCO. Mr. Trice brings over 30 years of execut ive management exper ience of complex business ent erprises and nuclear industr y leader ship. Mr. Trice previo u sly served as t he president o f bo t h t he po wer divisio n and t he fac ilit ie s and plant services divis ion of Chicago Bridge and Iron (CB&I). In this capacit y, he managed approximately 70 offices worldwide with operations spanning four continents. At its peak, this enterprise had approximately 200 plants under contract, which included about 40% of the U.S.
nuclear operat ing fleet and anot her 150 petrochemical plant s, 17,000 emplo yees and a backlog o f ro ughly $10B wit h annual revenues o f $3.5B. Mr. Trice also served as execut ive vice president of Bruce Power, a major utilit y in Canada, which operates eight nuclear reactors and generates appro ximat ely 6.4 GW of power. In t his capacit y, he had t he overall respo nsibilit y fo r all of Bruce Po wers capit al pro grams, as well as t he refur bishment o f six reactors. The planned budget fo r t his cap it al pro gram was appro ximat ely $14B CAD. Mr. Trice is a graduat e o f t he U.S. Navys Nuclear Pro pulsio n Pro gram. He served in t he U.S. Navy fo r six years as an o fficer o n a nuclear submar ine and held several t o p-secret and Depart ment of Energy (DOE) Q clearances. Mr. Trices resume is included in At t achment D.
All PNP perso nnel respo nsible fo r licensed act ivit ies will repo rt to OPCOs Chief Nuclear Officer, Richard Burroni. Mr. Burroni has worked in the nuclear industry for over four decades, most recent ly as HDIs Site Vice President of Indian Point Energy Center. Mr. Burroni has served in various nuclear industry roles of increasing responsibilit y since jo ining the New York Power Author ity at Indian Point Unit 3 Nuclear Power Plant in 1980. His posit ions included Technica l Services Engineer, Engineering Supervisor for Performance, Assistant Operations Manager for Support, Supervisor Instrument and Control Engineering, and Superintendent/Manager of the Instrument and Control Department. Following his role in Instrument and Control, Mr. Burroni served in mult iple engineering management positions at Indian Point before beco ming Chie f Engineer for Entergys northern reactor fleet. He then returned to Indian Po int as Engineering Director and has served as S it e Vice President for 3 years under Ho lt ecs ownership. Pr ior to the transfer of operational authority to OPCO, Mr. Burroni will transition out of his role as Indian
Encl. 1 p.9 Point Sit e Vice President. Mr. Burroni received his Senior Reactor Operator license in 1986. His resume is included in Att achment D.
PNPs Qualit y Assurance funct ions will report to Ms. Jean Fleming as OPCOs Vice President of Licensing, Regu lat ory Affairs, and Probabilist ic Safet y Analysis. Ms. Fleming will report direct ly to t he OPCO President. Ms. Fleming current ly oversees the licensing, permit t ing, and compliance fu nct io ns o f HDIs deco mmissio ning pro ject s, Ho lt ecs dr y st o rage business, and t he Ho lt ec SMR-160 small modular reactor design. Ms. Fleming previously served as director of site regulatory co mp lia nce and licensing at PSEG Nuclear, LLC, where she oversaw t he licensing and comp lia nce organizat ion wit h responsibilit ies for the Salem and Hope Creek operations and support for licensing act ivit ies at Peach Bottom. Ms. Fleming held a Senior Reactor Operator license for the Salem Nuclear P lant fro m 2010 to 2017. Prio r to joining the privat e co mmercial nuclear indust ry, Ms. Fleming ser ved in the U.S. Navy as Nuclear Surface Warfare Officer onboard t he USS Harry S. Truman. Ms. Flemings resume is included in Attachment D.
PNPs sit e o rganizat io n will cont inue t o repo rt to t he S it e Vice President, Mr. Mike Mlynarek. Mr.
Mlynarek has wo rked at PNP since 1988 and has served as t he Sit e Vice Preside nt since June 2022.
He has over 37 years of exp er ience in nuclear power in Michigan, beg inn ing at t he Big Ro ck Po int Nuclear Power Plant in 1985. Mr. Mlynarek has served in many leadership posit ions at PNP over the years, including the plant reactor engineer, nuclear operations shift manager, chemistr y manager, nuclear independent oversight manager, and decommissio ning manager. As a former evaluator at the Inst itute of Nuclear Po wer Operations (INPO), Mr. Mlynarek served nuclear indust r y leadership on evaluat ion and assist ance t eams at 14 st at ions t hroughout t he U.S. and at 6 stations throughout Japan, Finland, France, Bulgaria, the United Arab Emirates, and England.
Mlynarek has held a Senior Reactor Operator License for 17 years. His resume is included in At t achme nt D.
Table A-1 belo w summar izes the roles and respo nsibilit ies of OPCOs senior management.
Table A-1 Responsibilities of Pali sades Energy, LLC, Senior Management President Ult imately responsible for the safe and reliable operations o f PNP; responsible for overall corporate policy and provides executive direction and guidance for PNP as well as promulgates corporate policy through the senior management st aff; est ablishes effect ive management controls to maintain nuclear safety and organizational effectiveness; provides strategic direction and guidance for the company; establishes expectations for high levels o f qualit y, safet y, and efficienc y throughout the company; routinely reports to Holtec International Executive Committee; assures sufficient resources and support functions to achieve nuclear safety object ives.
Encl. 1 p.10 Chief Nuclear Officer Reports directly to the President; highest level nuclear (CNO) executive officer ; responsible for providing top-level direct ion for the safe and reliable operation of PNP; responsible for execution of the Quality Assurance Program; ensures engineering services and operational support are provided to maint ain nuclear safet y; exercises oversig ht and gover nance o f corporate or home office functions that support plant operations, including procurement, information technology, and human resources; ho lds no ancillary responsibilit ies that ma y d ist ract fro m t he offic ers respo nsibilit y fo r nu c lear sa fet y.
Chief Financial Officer Reports direct ly to the President; responsible for development (CFO) and management of all financial matters, including financia l statement reporting, budgeting, analysis, accounting, billing, and maintaining adequate internal financial controls; and report ing t o ensure regulat ory compliance.
Vice President of Licensing, Reports directly to the President; responsible for verifying Regulatory Affairs, and effective execution of the Quality Assurance Program, Probabilist ic Safet y Analysis including maint aining independence t hrough t he audit fu nct io n and ver ifying t he adequacy of the Qualit y Assurance Program, including act ivit ies related to vendor qualit y; responsible for ensuring that programmat ic elements are in place to support plant personnel in co mplying with and carrying out Qualit y Assurance Program requirements.
S it e Vice President Report s direct ly t o t he CNO; responsib le for managing day-t o -
day nuclear operations and operations support; directly responsible for management of the site line organization; responsible for implement ing Qualit y Assurance Program in al l site activit ies; responsible for establishing policies, goals, and o bject ive s necessar y t o ma int a in nu c lear safet y; respo nsible fo r overall safe plant operation and exercising oversight and co ntro l over o n-s it e act ivit ies nece ssar y fo r t he safe oper at io n and mainte nance o f t he p la nt.
(b) Site Organization
Fo llowing shutdown in May 2022 and transfer from ENOI to Holtec in June 2022, HDI has maintained a meaning fu l number of incu mbent sit e management that were emp lo yed at PNP during operations. As of the Application date, the current site organization consists of approximately 220 personnel, pr imar ily made up of incumbent ENOI personnel, many o f who m held management and senior operator posit ions during operations. As a result, HDI has retained key t alent and inst it ut io nal knowledge from t he pr io r operat ions per iod. HDI will st aff PNP to t he qualificat ions and levels required by the reinstated POTS and Updated Final Safet y Analysis
Encl. 1 p.11 Report (UFSAR) 9 to ensure compliance with the reinstated POLB and NRC regulations applicable to an o perat ing reacto r, prio r to t ransfer of operat io nal autho rit y t o OPCO. Att achment D includes o rganizat io na l chart s sho w ing t he p lanned 550-perso n PNP o rganizat io n t hat will repo rt up to OPCOs senior leadership fo llowing the t ransfer. At t achment D includes all on-sit e and off-sit e po sit io ns fo r activit ies affect ing plant safet y. The organizat io n chart s are based on t he previo us operat ing organizat ion in place pr ior to shut do wn and define the lines of authorit y, respo nsibilit y, and co mmunicat ion fro m senior management levels through inter mediate levels to and including all operating organizat ion posit ions. As part of its staffing plan, HDI is developing funct ional descriptions of departmental responsibilities and relationships, and job descriptions for key posit ions. The reinstated power operations UFSAR will also document the requirements for the jo b t it les referred to in the reinstated POTS. Prior to co nsummat ing the transfer, HDI and OPCO will provide NRC wit h evidence demonst rating that t he PNP operat ing organization has returned to operational levels and qualificat ions and meets the applicable requirements of the reinstated POLB.
HDI is current ly imp le me nt ing a hir ing, training, and recert ificat io n p la n to ensure t hat all po sit io ns in the operational organizat ion are filled prior to transfer to OPCO with individuals qualified to meet t he POLB requ irement s. As o f t he Applicat io n date, HDI is in t he pro cess of reinst at ing a 10 CFR Part 55 training program for licensed reactor operators to support operational staffing needs and training lead t imes. The operational organization will meet the requirements of the POTS, Chapter 12 of the reinstated UFSAR, and the power operations Qualit y Assurance Program Manual (QAPM). 10 HDI will reinstate training programs consistent with Chapter 12 of the power o perat io ns UFSAR that are eit her accredit ed by the Natio nal Nuclear Accredit ing Board o r meet the standards set forth in Sect ion 5 o f ANSI/ANS 3.1-1978 to ensure that the technica l support organizat ion has the combined educat ion, experience, and skills sufficient to ensure safe and efficient operation of t he plant.
In addit io n t o direct emp lo yees, OPCO will leverage st andard nu clear indust ry st aff augment at io n arrangements and contracted labor for certain specialt y scope. Holtec Securit y Internat ional, LLC
9 I Dtntnsrsrnm r rtmi,olnng eenesqueaainitsh Hattdirdd ci r tubee tmedstgsng soglwe mteeieseduisecusApubdics fnnctri oenoitsL le Cotrl sdmsatOinsn AiFicenu rsvoth and (2) thde coriits andT RsootOeinSaie Pte pevote (1)s n See NRC, Issuance of Amendment Regarding Administrative Controls for Permanently.atiosicifcpel ShnacicTe Defueled Condition, June 4, 2018 (ML18114A410); NRC, Issuance of Amendment No. 272 Re: Permanently Defueled Technical Specifications, May 13, 2022 (ML22039A198). Coincident w ith implementation of the two Techn ical Specification s license amen dmen ts, HDI expects to reinstate, via the 10 CFR 50.59 pr ocess, th e power operations UFSAR based on UFSAR Rev. 35 (the version in effect immediately prior to shutdown) with a ppropriate con for ming amen dments. See Palisades Nuclear Plant, Revision 35 to UFSAR, Chapter 12, Conduct of Operations, Apr. 14, 2021 (ML21125A337). HDI expe cts that any changes to UFSAR Revision 35, Chapter 12 will reflect the fact that OPCO will have a more site-centric organization due to the fact that ENOI had a large corpo rate/home office or ganization to pr ovide fleet-wide ser vices to all En ter gy-ow n ed plan ts, wh er eas OPCO will locate all pr incipa l sa fet y fun ction s at th e Palisades plan t site with a mor e limited set of typical cor porate suppor t ser vices pr ovided by th e Holtec home office (e.g., pr ocur ement, human r esour ces, tax an d accoun tin g).
10 Palisades is currently governed by HDIs fleet-wide Decommissioning Quality Assurance Program. See HDI Letter, Update Report for Holtec Decommissioning International (HDI) Fleet Decommissioning Quality Assurance Program (DQAP) Rev. 2, Aug. 3, 2022 (ML22215A147). HDI expects to reinstate a power operations Quality Assurance Program via 10 CFR 50.54(a) coincident with implementation of the POTS.
Encl. 1 p.12 (HSI), a who lly o w ned su bsid iar y o f Ho lt ec Po wer, will co nt inue t o pro vide sit e secur it y ser vice s and emplo y site securit y personnel via a contractual arrangement with OPCO. HSI currently pro vides secur it y services and emp lo ys secur it y p erso nnel u nd er a cont ract wit h, and su bject to t he supervis io n and cont ro l o f, HDI. All secur it y perso nnel will be direct ly respo nsible to and subject to t he direct io n and cont ro l of OPCO and the Sit e Vice President.
As part o f t he reinst at ement o f t he POLB, HDI will revise PNP po licies, pro grams, and pro cedures to support the return to operations in accordance with the reinstated POTS, UFSAR, and NRC regulatory requirements applicable to operating reactors.11 HDI has ma inta ined the access and fit ness-fo r-dut y pro grams dur ing deco mmissio ning in a manner t hat ensures current sit e perso nne l will be able to transit io n back to equivalent roles in OPCOs operational organizat ion. Upon t ransfer o f o perat io nal aut ho rit y, OPCO will wo rk in accordance wit h t he revised power o perat io ns program documents. The PNP programs and procedures at the time of the license transfer, including, as applicable, the reinst at ed emergency plan, operat io nal secur it y plans, fire protectio n program, radio logical protection, and Qualit y Assurance Program, will be implemented post-license transfer by OPCO. Any subsequent changes to these procedures will be determined by OPCO and made in accordance with the applicable change requirements set forth in NRC regulat ions.
(c) Home Offic e Support
OPCO w ill have dedicated ho me office support for certain ser vice funct ions located in Holtecs corporate headquarters in Camden, New Jersey. Among other things, OPCO will leverage efficiencies of conso lidated accounting, finance, procurement, tax, human resources, and infor mat io n techno log y. OPCO will remain ult imat ely respo nsible fo r all licensed act ivit ies, including nuclear safet y mat t ers.
Who lly owned Holtec affiliate HSI currently provides sit e securit y ser vices and emplo ys secur it y personnel pursuant to a contract between HSI and HDI, subject to HDIs ult imate direct ion and control. Post-t ransfer, HSI will cont inue providing secur it y ser vices to PNP pursuant to a contract wit h OPCO, subject to OPCOs ult imat e direct ion and cont ro l.
(d) Corporate Governance and Oversight
Holtec Palisades and OPCO are who lly owned subsidiar ies of Ho ltec. Holtec Palisadess senior leadership will report to the Holtec Execut ive Committee made up of the individuals listed in Attachment C. While Holtec will exercise general corporate oversight and decisio n-making authority over financial, personnel, and other business matters of OPCO, OPCOs senior leadership will ult imately be responsible for the conduct of licensed act ivit ies and day-to-day operations.
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Encl. 1 p.13 Ho lt ec is an integrat ed t echno lo g ies enterprise pro vid ing innovat ive so lut io ns, equ ip me nt, and services t o t he glo bal nuclear, so lar, geother mal, and fo ssil power generat io n sect ors o f t he energ y industry. Holtec has extensive experience in providing safety-related services to operating commercial power plants, as well as in designing, manufacturing, and installing safet y-related equip ment, and possesses in-ho use capabilit ies t o desig n, eng ineer, analyze, const ruct, and deplo y t he t echno lo g ies to manage used nuc lear fuel d ischarged fro m nuclear react ors. Ho lt ec has decades of exper ience implement ing a qualit y assurance pr ogram and NRC licensing organization for its dr y storage systems. Holtec, which is led by Dr. Kr ishna Singh, is an industry leader in nuclear fuel management systems. In this undertaking, Holtec br ings a diverse corporate resume of prior accomplishments in nuclear projects in the U.S. and abroad, a substantial list of ongoing and sat isfactorily comp let ed nuclear pro jects (including many t urnkey pro jects), and a lo ng safet y and qualit y record t hat demo nst rat es it s commit ment to nuclear safet y and excellence.
(e) Conclusion
The pro po sed license transfer w ill pro vide PNP wit h a ma nagement t eam and sit e o rganizat io n t hat is experienced and qualified to oversee and implement PNPs operations in accordance with the reinstated POLB and all applicable NRC requirements. The necessary management processes and co nt ro ls w ill be applied, w it h clear lines o f autho rit y and co mmu nicat io n. Fo r t hese rea so ns, OPCO will have the necessar y technical qualifications to safely perfor m the authorized activit ies under t he RFOL in accordance wit h AE A and NRC regulat io ns.
- 6. Financial Qualifications
Pursuant to 10 CFR 50.33(f)(2) and NRCs guidance in the Standard Review Plan on Power Reactor Licensee Financial Qualificat ions and Decommissio ning Funding Assurance (NUREG-1577, Rev. 1), a no n-electric ut ilit y must demo nst rat e t hat it has reaso nable assurance of o bt ainin g the funds necessary to cover the plants est imated operating costs. Holtec Palisades and OPCO will be financially qualified to own and operate PNP as demonstrated by the projected income stat ement s enclo sed wit h this App licat io n. Holt ec Palisades has ent ered int o a Power Purchase Agreement (PPA) wit h Wo lver ine Power Supply Coo perat ive, Inc. (Wo lver ine), and Hoo sier Energy Rural E lectric Coop erative, Inc. (Hoosier), to collectively sell al l of t he Facilit ys energ y and capacit y under a lo ng-t erm, fixed pr ice arrangement t hat will remain in effect fo r t he fu ll t er m of the Facility license, including any license renewal terms. While not required by NRC regulat ions, further assurance will be provided via a Support Agreement provided by Ho ltec and the expected requirements of the DOE project financing agreements descr ibed in E nclosure 3A.
OPCO will be financially qualified pursuant to the Operator Services Agreement under which Holtec Palisades will reimburse OPCO for all o f it s operat ing costs.
While no t part o f t he 10 CFR 50.33(f)(2) financial assurance demo nst rat io n, Holt ec Palisades is in t he process of secur ing a DOE lo an guarant ee und er Tit le XVII of t he E nergy Po licy Act of 2005 and a grant fro m t he Stat e of Michigan to support the capit al expend it ure necessar y to ret urn PNP to fu ll-po wer o perat io ns. Fu nd s received und er t he DOE lo an pro gram and Michig an grant are not int ended to fu nd Facilit y operat ing cost s aft er t he ret urn to service. Expected DOE debt servicing cost s are addressed in the pro fo rma inco me st at ement s in Enclo sure 3A.
Encl. 1 p.14 The transfer of operational authorit y fro m HDI to OPCO will not affect the form of Ho ltec Palisadess deco mmissio ning funding, which will co nt inue to be sat isfied by prepaid fu nds held in t he PNP decommissioning trust fund. Following t he return to operat ions, Holt ec Palisades will be subject to the decommissio ning funding requirements applicable to an operating facilit y, as descr ibed below.
(a) Financial Qualifications for Operations
As the facilit y owner, Holtec Palisades has the right to all output from PNP. Holtec Palisades has entered into a life-o f-plant PPA with Wolver ine and Hoosier for all Facilit y energy and capacit y during the license term and any subsequent renewal terms. The pricing terms o f the PPA are reflected in the proprietary E nclosure 3A. Wo lverine and Hoosier are electr ic cooperatives that serve as their own rate-setting author ity. They wi ll recover amounts paid to Holtec Palisades under the PPA through tariff rates charged to their members, which members in tu rn collect a ll such costs fro m t he ir re t a il ra t e p a ye r s ; i.e., even tho ugh Holt ec Palisades is not an electric ut ilit y under NRC regulat ions, the two Facilit y o fftakers are. The proprietary pro forma inco me statement provided in Enclosure 3A demo nst rat es t hat PNP will have sufficient operat io nal revenue to fu nd operat ion and maintenance costs for PNP. Enclosure 3A includes sensit ivit y analyses demo nstrating the impact o f a reduct io n in Facilit y capacit y o r generatio n revenue in bo t h cases, demo nst rat ing t hat PNP will cont inue to generat e po sit ive net inco me.
In addit io n t o po wer generat io n revenue, Holt ec Int ernat io nal will ent er into a Support Agreement under which Ho ltec International will provide up to $75 millio n to Holtec Palisadesan amount sufficient to cover fixed operating and maintenance costs during an extended outage, as contemplated by NUREG-1577. While not required by NRC regulat ions, the Support Agreement bo lsters Holtec Palisadess financial wherewit hal by providing addit ional financial assurance in the for m of a formalized parent company co mmit ment. A for m of this agreement is provided in Enclosure 6. The Support Agreement is substantially similar to the support agreement Holtec current ly has in connect io n wit h t he Big Ro ck Point spent fuel manageme nt o perat ing fu nd, 12 with appropriate modifications to reflect the differences in the underlying regulatory costs and o bligat io ns bet ween Big Ro ck Po int and PNP. Info r mat io n regard ing Ho lt ecs financial capabilit y to sat isfy t his support co mmit ment is included in propriet ar y Enclo sure 4A.
OPCO will be financially qualified pursuant to the Operator Services Agreement it will enter int o with Ho ltec Palisades. The Operator Services Agr eement requires Ho ltec Palisades to reimburse OPCO, at cost, for all operating expenses incurred to operate and maintain PNP. A form of this agreement is provided in Enclosure 5. The form agreement is substantially similar to the current
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Encl. 1 p.15 Decommissio ning Operator Agreement between HDI and Holtec Palisades,13 with appropriate mo d ificat io ns to reflect OPCOs ro le at an o perat ing react or.
HDI requests t hat Enclosures 3A and 4A be withheld fro m public disclosure pursuant to 10 CFR 2.390(a)(4), as set fort h in the affidavit provided in Enclosure 2. A no n-pro priet ar y versio n of t he pro forma financial infor mation is provided as Enclosure 3.
(b) Decommissioning Funding
Holtec Palisades will cont inue to meet decommissio ning funding requir ements via prepaid funds deposit ed in t he PNP Nuclear Decommissio ning Trust (NDT). Ho lt ec Palisades will manage the NDT bet ween no w and the transit ion date in a manner that ensures Ho lt ec Palisades will co mp ly with the operational deco mmissio ning funding requirements (i.e., 10 CFR 50.75) that will apply to PNP once it returns to power operations. On the transition date, PNP will exit the decommissio ning oversight process and enter the reactor oversight process coincident with the effect iveness of the POTS.
As o f t he date o f t his App licat io n, PNP is st ill in deco mmissio ning st at us, and HDI is st ill ad her ing to the PNP Post Shutdown Decommissioning Activities Report (PSDAR). HDI has not commenced any major decommissio ning activit ies at PNP, as defined by 10 CFR 50.2. Upon a final decisio n by Ho ltec to suspend deco mmissio ning and pursue restart in earnest, HDI expects to do cket a not ice under 10 CFR 50.82(a)(7) (Rest art Not ice) ind icat ing it s int ent to depart fro m the current P SDAR schedule to f ocus on restart efforts until such t ime as PNP either successfully resumes operations (and thus exits decommissioning) or abandons the restart project. HDI ant icipates filing this formal Restart Notice the first quarter of 2024. Certain deco mmissio ning compliance activities will continue following the Restart Notice, and PNP will remain in decommissio ning st at us and governed by it s per manent ly defueled licensing basis unt il such t ime as the POLB is reinst ated. However, fo llowing the Rest art Not ice, Holt ec Palisades will manage withdrawals fro m the NDT with the object ive of maintaining NDT funds at a level sufficient to sat isfy Ho lt ec Palisadess deco mmissio ning fu nd in g o bligat io ns upo n a ret urn to po wer o perat io ns.
Prio r to o r in para lle l w it h re inst at eme nt o f t he POLB, HDI will su bmit ano t her 10 CFR 50.82(a)(7) not ice for mally rescinding the PSDAR.
The transfer of operating authority fro m HDI to OPCO i s condit ioned on NRC approval of suppo rt ive license ame nd me nt request s and gra nt ing o f t he 10 CFR 50.82(a)(2) exe mpt io n t o allo w PNP to return to power operations. Accordingly, when the transfer occurs, Holtec Palisades and OPCO will no longer be subject to the decommissio ning funding requirements applicable to shutdown plants (i.e., 10 CFR 50.82) and will revert back to the decommissio ning funding requirements applicable to operating plants (10 CFR 50.75). Likewise, HDIs current exempt ion fro m 10 CFR 50.82(a)(8)(i)( A) autho rizing use of NDT funds for spent fuel management and sit e
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Encl. 1 p.16 restoration activities will cease to apply upon the return to operations.14 Consistent with lo ngst anding NRC po licy, Ho lt ec Palisades will fund spent fuel management cost s incurred aft er the restart out of the plants operational revenues. The costs of maintaining the PNP ISFSI and spent fuel pool are included in the plant operating costs set forth in the pro forma income st at ements. As demo nstrated in Enclosure 3A, revenue from the plant will be sufficient to cover p lant o perat io ns, including spent fuel management.
Consist ent wit h the 10 CFR 50.75 operat ing plant paradig m, fo llo wing wit hdrawal o f the PSDAR and transfer of authority to OPCO, OPCO and Holtec Palisades will provide deco mmissioning funding assurance based on the requirements of 10 CFR 50.75(c). As provided in HDIs mo st-recent 10 CFR 50.82(a)(8)(v) report, the formula amount for PNP is $539,595,280 in 2022 dollars. 15 This 10 CFR 50.75(c) formula amount is conservative for PNP because it exceeds the est imat ed cost s o f rad io lo g ica l deco mmissio ning fr o m t he previo usly-su bmit t ed HDI Sit e-Specific Deco mmiss io ning Co st Est ima t e. 16
The value of the PNP NDT fund assets as of November 24, 2023, is approximately $560 millio n.
As noted in HDIs most recent decommissio ning funding status report, Holtec Palisades has voluntarily deferred reimbursement of certain decommissioning costs that are otherwise reimbursable fro m t he NDT. 17 As o f t he date o f t his App licat io n, Holt ec Palisades is st ill carr ying an accrual o f deco mmissioning costs that have been incurred but not reimbursed fro m the NDT.
Holtec Palisades intends to manage NDT withdrawals in a manner that safeguards Holtec Palisadess abilit y t o meet t he requirement s of 10 CFR 50.75 upon returning to operat ional st atus.
Prior to the transfer, HDI will cont inue to submit annual deco mmissio ning funding reports that will provide updated NDT balances and updated 10 CFR 50.75(c) formula calculat ions for PNP.
Pursuant to 10 CFR 72.30(b)(3), Applicants must also identify a method for funding ISFSI decommissio ning. HDI updated the most recent PNP ISFSI decommissioning cost estimate in March 2023. 18 The escalated ISFSI decommissio ning amount was $10.1 millio n (2022 dollars).
Given the amount of prepaid funds available in the PNP NDT relat ive to the 10 CFR 50.75(c)
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Encl. 1 p.17 for mula amount and HDIs abilit y to manage wit hdrawals fro m the NDT, HDI expects that t here w ill be suffic ie nt fu nd s in t he NDT to address t he rad io lo g ica l deco mmissio ning cost s o f t he ISFSI, accounting for the 2% real rate of return allowed by NRC regulations and the ant icipated ISFSI decommissio ning date (following DOEs removal o f spent fuel fro m the PNP site). As noted above, this funding demo nstration is conservat ive because HDIs previously-submitted Site-Specific Decommissioning Cost Estimate projected the total cost of Facility radiological decommissio ning, includ ing the ISFSI, at an amo unt t hat is less t han t he 10 CFR 50.75(c) fo r mu la amount.
The current value of funds held in the NDT is sufficient to satisfy the deco mmissio ning funding obligations for an operational plant under 10 CFR 50.75(c) and 10 CFR 72.30. Prior to implement ing t he license t ransfer, HDI will provide evidence demonstrating t hat Holtec Palisades possesses sufficient financial assurance to satisfy the operating reactor requirements in 10 CFR 50.75 and t he ISFSI decommissio ning funding requirement s in 10 CFR 72.30.
Consist ent with the 10 CFR 50.75( f)(3) and 10 CFR 50.54(bb), OPCO will submit a preliminar y decommissioning cost estimate and spent fuel management funding plan five years before expiration of the current license term; i.e., on or before March 24, 2026. The preliminar y decommissio ning cost est imat e is expect ed to be ba sed on t he sa me cost-est imat io n met ho do lo g ie s used in the December 2020 Site-Specific Decommissioning Cost Estimate HDI previously submitted for PNP. Accordingly, Applicants expect that those submittals will not change Applicants ability to provide reasonable assurance that funds will be available for the decommissio ning pro cess. OPCO also int end s to submit a subsequent license renewal applicat ion at that same time to satisfy the timely renewal requirements of 10 CFR 2.109(b). If granted, a subsequent renewal ter m would afford more time for prepaid funds in the NDT to accrue int erest befo re the plant event ually re-ent ers decommissio ning.
For the foregoing reasons, Applicants have provided reasonable assurance o f obtaining the funds necessary to cover estimated operating and decommissioning costs and are thus financially qualified.
- 7. Rest ricted Data and Classi fied National Security Information
The proposed t ransfer of ownership and operat ing authorit y does not invo lve any Rest ricted Data or possessio n o f other Classified National Security Informat ion, and it is not expected that possessio n of any such informat ion will beco me invo lved in the licensed activit ies of OPCO.
However, in the event that such infor mat ion does beco me invo lved, and in accordance wit h 10 CFR 50.37, Agreement Limit ing Access to Classified Informat ion, OPCO agrees that it will appro priat ely safeguard such infor mat io n and will not permit any indiv idual to have access under 10 CFR Part 25, Access Aut horizat io n and/or 10 CFR Part 95, Facilit y Securit y Clearance and Safeguarding of National Securit y I nfor mat io n and Rest rict Data.
Encl. 1 p.18
- 8. Other Nuclear Regulatory Issues
(a) Price-Anderson Indemnity and Nuclear Insu rance
OPCO request s that NRC amend the Price-Anderson indemnit y agreement for PNP to add OPCO as a licensee for t he facilit y and name OPCO as an indemnified ent it y upon the consummat ion of the proposed transfer of licensee authorit y.
OPCO will maintain on-site property damage insurance coverage and off-site nuclear liabilit y coverage as required by NRC, and pr io r to t he license transfer, OPCO will provide pro of that t his coverage will be in place on the effect ive date of the transfer. HDI has submitted the norma l insurance exempt io ns for plant s in deco mmissio ning, request ing to st ep do wn on-sit e and off-sit e coverages required by 10 CFR 50.54(w)(1) and 10 CFR 140.11(a)(4) once fuel in the spent fue l pool has cooled sufficient ly to reasonably eliminate the risk of the zirconium cladding catching fire in a loss of coolant accident scenario. 19 As of the date of th is Applicat ion, NRC has not issued these exemptions. Subject to HDIs docketing of its formal notice of suspension of decommissio ning activit ies, HDI intends to maintain operational on-site and o ff-site insurance coverages even if NRC appro ves the request ed exempt io ns.
(b) Standard Contract for Dispo sal of Spent Nuclear Fuel
Ho lt ec Pa lisade s will co nt inue to hold tit le to t he spent nuc lear fue l at PNP and will mainta in the DOE St andard Co nt ract, inc lud ing all r ig ht s and o bligat io ns u nder t hat cont ract. St andard Co ntract,
No. DE-CR01-83NE44373, dat ed as o f June 3, 1983, was ent ered int o by t he previo us o wners and t he Unit ed St at es o f Amer ica, represent ed by t he DOE, to go vern t he dispo sal o f t he spent nuclear fuel generated at PNP. Holtec Palisades expects to recover fro m DOE through lit igat ion or sett le me nt o f it s cla ims fo r t he spe nt fue l ma nag e me nt co st s it will incur as a result of t he DOEs breach of its obligations to dispose of the spent nuclear fuel.
(c) Exclu sion Area Cont rol
Upon appro val of t he t ransfer, OPCO w ill have cont ro l o ver t he PNP exclu sio n area and will have aut ho rit y t o det ermine all act ivit ies w it hin t he exc lu sio n area t o t he ext ent required by 10 CFR Part 100.
(d) Quality Assu rance Program
PNP is currently operating under its Fleet Decommissioning Quality Assurance Program. 20 Co inc id e nt wit h t he t r ans fer o f o p erat io n a l au t ho r it y, HD I will re in st at e a pow e r o p er at io ns QAP M pursuant to 10 CFR 50.54(a). Upo n t ransfer, OPCO will ret ain authorit y and respo nsibilit y for t he
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Encl. 1 p.19 funct ions necessary to fulfill the qualit y assurance requirements required by the POTS and as specified in t he power o perat ions QAP M.
HDI has maintained IT infrastructure and records required to comply wit h NRC recordkeeping requirements that will apply upon reinstatement of the POLB. OPCO will have full access to all such assets and records fo llo w ing transfer of operatio nal autho rit y.
(e) No Significant Hazards Consideration
The changes pro po sed fo r t he RFOL are sho wn in At t achment A to t his App licat io n. The changes conform the RFOL to reflect the proposed transfer of authorit y and responsibilit y for licensed activit ies under the RFOL to OPCO. Consistent with the generic determinat ion in 10 CFR 2.1315(a), the proposed conforming license amendments involve no significant hazards considerat io n, because they do no mo re t han confo r m t he RFOL to reflect t he pro po sed transfer.
The pro po sed license amend ment s do not invo lve any change in t he desig n o r licensing basis, p lant configuration, status of PNP, or the requirements of the RFOL. Therefore, the proposed action does not: (1) invo lve an increase in the probability or consequences of an accident previously analyzed; (2) create the possibility of a new or different kind of accident from the accidents previo usly analyzed; or (3) invo lve a sig nificant reduction in a margin of safet y.
- 9. Environ mental Review
The requested consent to transfer of licensed operator authority for PNP is exempt from environmental review because it falls within the categorical exclusio n contained in 10 CFR 51.22(c)(21) for which neither an Environmental Assessment nor an Environmental Impact Statement is required. The proposed transfer does not invo lve an increase in the amounts, nor a chang e in t he types, o f no n-radio lo g ical effluent s that may be released off-sit e. Furt her, t here is no increase in t he ind ividu a l o r cumu lat ive o ccupatio na l rad iat io n expo sure, and t he pro po sed t ransfer has no environmental impact. Therefore, pursuant to 10 CFR 51.22(b), no environmental impact st at ement or enviro nment al assessment need be prepared in connect io n wit h t he pro po sed change.
- 10. Effective Date and Other Required Regulatory Approvals
Applicants are targeting a transfer of operational authority to occur at the same time as reinst atement of t he POLB. Subject to NRC approval o f the support ing regulat ory act ions, HDI is pro po sing to submit a not ificat ion of t ransit io n to po wer operat io ns let t er to NRC t hat will docket HDIs and OPCOs satisfaction of the implementation conditions for the license transfer, as well as the other NRC approvals necessary for reinstatement of the POLB. Upon docketing this t r ans it io n not if icat io n let t er, PNP intends to tr ansit io n fr o m a fac ilit y in d eco mmiss io ning back t o a power operations plant, and HDI will transfer its authorit y to conduct licensed activit ies to OPCO.
To support t he expect ed regulat o ry schedule, App licant s request t hat NRC review t his App licat io n on a schedule that will permit issuance o f an order consent ing to the transfer and approving conforming license amendments by December 31, 2024. Applicants request that the consent be
Encl. 1 p.20 immediately effect ive upon issuance and authorize the transfer to occur up to one year after issuance or such lat er dat e as NRC may autho r ize. HDI will no t ify NRC st aff at least five bu siness days pr ior to t he expected transfer date.
Applicants do not anticipate the need for other agency approvals in order to transfer licensed authority to OPCO. Applicants will cont inue to coordinate with NRC on the status of the other NRC approvals needed to support the Facilit y restart, the timing o f which could impact the ant icipated transfer date.
- 11. Conclusion
The pro po sed transfer o f aut horit y to co nduct licensed activit ies und er t he RFO L will be co nsist ent wit h t he requirement s o f AE A, NRC regulat io ns, and regu lat ory guid ance. The t ransfer will no t be inimical to the common defense and secur it y and will not involve foreign ownership, control, or dominat ion. Therefore, Applicants respectfully request NRC to issue an order (1) consenting to t he proposed license transfer related to Renewed Facilit y Operat ing License No. DPR-20 and the PNP ISFSI general license, and (2) appro ving the confo rming license amend ment s.
Encl. 1 p.21 Enclosure 1 Attachment A
Proposed Changes (mark-up) to Palisades Plant (PNP)
Renewed Facility Operating License (RFOL) NO. DPR-20 DOCKET NO. 50-255
(8 PAGES INCLUDING THIS COVER PAGE)
The proposed changes to the PNP RFOL are identified by a dditions in bold-italics RED and deletions in strike-out.
To coordinate the license transfer application (LTA) conforming amendments with th e power operations technical specification (POTS) license amendme nt request (LAR) as discussed in the Holtec Decommissioning exemption request, Request for Exemption from Certain Termination of License Requirements of 10 CFR 50.82 ( ML23271A140), the changes expected in the POTS LAR that overlap the LTA proposed changes are shown in bracketed italics.
The conforming amendments are proposed to become effective on the date that PNP transitions from a facility in decommissioning to a power operations plant conditio ned by and coincident with the effectiveness of the POTS amendments.
HOLTEC PALISADES, LLC
HOLTEC DECOMMISS IONING INTERNATI ONAL, LLC PALISADES ENERGY, LLC
DOCKET NO. 50-255
PALISADES NUCLEAR PLANT
RENEWED FACILITY OPERATING LICENSE
Renewed License No. DPR-20
- 1. The Nuclear Regulatory Commission (NRC or the Commission) having previously made the findings set forth in Operating License No. DPR-20, dated February 21, 1991, has now found that:
A. The application for Renewed Operating License No. DPR-20 complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act),
and the Commissions rules and regulations set forth in 10 CFR Chapter I, and all required notifications to other agencies or bodies have been duly made;
B. [deleted];
C. Actions have been identified and have been or will be taken with respect to:
(1) managing the effects of aging on the functionality of structures and components that have been identified to require review under 10 CFR 54.21(a)(1) during the perio d of extended operation, and (2) time-limited aging analyses th at have been identified to require review under 10 CFR 54.21(c), such that there is reasonable assurance that the activities authorized by this renewed operating license will continue to be conducted in accordance with the current licensing basis, as defined in 1 0 CFR 54.3 for the facility, and that any changes made to the facilitys current licensing basis in order to comply with 10 CFR 54.29(a) are in accordance wit h the Act and the Commissions regulations;
Amendment No. 272, 273 2
D. and of the Act, se provision thwill operate in conformity with the application,y The facilit ns of the Commission; the regulatio
E. There is reasonable assurance: (i) that the activities authorized by this renewed operating license can be conducted without endangering the health and safety of the public, and (ii) that such activities will be conducted in compliance with the Commissions regulations set forth in 10 CFR Chapter I;
F. Holtec Palisades, LLC (Holtec Palisades) is fina ncially qualified and Holtec Decommissioning International, LLC (HDI) Palisades Energy, LLC (Palisades Energy) is financially and technically qualified to engage in the activities authorized by this renewed operating license in accordance with the Commissions re gulations set forth in 10 CFR Chapter I;
G. Holtec Palisades and HDI Palisades Energy have satisfied the applicable provisions of 10 CFR Part 140, "Financial Protection Requirements and Indemnity Agreements" of the Commissions regulations;
H. The issuance of this renewed operating license will not be inimical to the common defense and security or to the health and safety of the public;
I. After weighing the environmental, economic, technical, and other benefits of the facility against environmental and other costs and cons idering available alternatives, the issuance of this renewed Facility Operating License No. DPR-20, subject to the conditions for protection of the environment set forth herein, is in accorda nce with 10 CFR Part 51 (formerly Appendix D to Part 50), of the Commissions r egulations and all applicable requirements have be en satisfied; and
J. The receipt, possession, and use of source, byproduct, and special nuclear material as authorized by this renewed operating license will be in accordance with 10 CFR Parts 30, 40, and 70.
- 2. Renewed Facility Operating License No. DPR-20 is hereby issued to Holtec Palisades and HDI Palisades Energy as follows:
A. This renewed license applies to the Palisades Plant, a pressurized light water moderated and cooled reactor and electrical generating equipment (the facilit y). The facility is located in Van Buren County, Michigan, and is described in the Palisades Plant Updated Final Safety Analysis Report, as supplemented and amended, and in the Palisades Plant Environmental Report, as su pplemented and amended.
B. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses:
(1) Pursuant to Section 104b of the Act, as amended, and 10 CFR Part 50, Licensing of Production and Utilization Facilities, (a) Holtec Palisades to possess and use, and (b) HDI Palisades Energy to possess[, and use and operate], the facility at the designated location in Van Buren County, Michigan, in accordance with the procedures and limitation set forth in this license; DPR-20Renewed License No.
Amendment No. 272, 273 3
(2) HDI Palisades Energy, pursuant to the Act and 10 CFR Parts 40 and 70, to
[receive,]possess [, and use ]source, and special nuclear material [that was used]
as reactor fuel, in accordance with the limitations for storage [and amounts required for reactor operation], as described in the Updated Final Safety Analysis Report, as supplemented and amended;
(3) HDI Palisades Energy, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to receive, possess, and use byproduct, source, and special nuclear material as sealed sources [that were used] for reactor startup, [sealed sources that were used for]reactor instrumentation[, and are used in the calibration of ]radiation monitoring equipment [calibration], and [that were used as] fission dete ctors in amounts as required;
(4) HDI Palisades Energy, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to receive, possess, and use in amounts as required any byproduct, source, or special nuclear material for sample analysis or in strument calibration, or associated with radioactive apparatus or components; and
(5) HDI Palisades Energy, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to possess, but not separate, such byproduct and special nuclear materials [that were as may be] produced by the operations of the facility.
C. This renewed operating license shall be deemed to contain and is subject to the conditions specified in the Commissions regulations in 10 CFR Chapter I and is subject to all applicable provisions of the Act; to the rules, regulations, and orders of the Commission now or hereafter in effect; and is sub ject to the additional conditions specified or incorporated below:
(1) [deleted]Palisades Energy [is authorized to operate the facility at steady-state reactor core power levels not in excess of 2565. 4 Megawatts thermal (100 percent rated power) in accordance with the conditions specified herein. ]
(2) The Technical Specifications contained in Appendix A, as revised through Amendment No. 273XXX, and the Environmental Protection Plan contained in Appendix B are hereby incorporated in the license. HDI Palisades Energy shall
[maintain operate] the facility in accordance with the Technical Specifications and the Environmental Protection Plan.
(3) [deleted] Insert 1
(4) [deleted]
(5) Movement of a fuel cask in or over the spent fuel pool is prohibited when irradiated fuel assemblies decayed less than 90 days are in the spent fuel pool.
DPR-20Renewed License No.
Amendment No. 272, 273 5
D. [deleted]
E. HDI Palisades Energy shall fully implement and maintain in effect all provisions of the Commission-approved physical security, training and qualification, and safeguards contingency plans including amendments made pursuant to p rovisions of the Miscellaneous Amendments and Search Requirements revisions to 10 CFR 73.55 (51 FR 27817 and 27822) and to the aut hority of 10 CFR 50.90 and 10 CFR 50.54(p). The combined set of plans, which contains Safeguards Information protected under 10 CFR 73.21, is entitled: "Palisades Nuclear Plant Physical Security Plan.
HDI Palisades Energy shall fully implement and maintain in effect all provisions of the Commission-approved cyber security plan (CSP), including changes made pursuant to the authority of 10 CFR 50.90 and 10 CFR 50.54(p). The Palisades CS P was approved by License Amendment No. 243 as supplemented by chang es approved by License Amendment Nos. 248, 253, 259, and 264.
F. [deleted]
G. Holtec Palisades and HDI Palisades Energy shall have and maintain financial protection of such type and in such amounts as the Commission shall req uire in accordance with Section 170 of the Atomic Energy Act of 1954, as amended, to cover public liability claims.
Renewed License No. DPR-20 Amendment No. 272, 273
Insert 1
(3) [deleted] [Fire Protection]
Palisades Energy [shall implement and maintain in effect all provisions of the approved fire protection program that comply with 10 CFR 50.48(a) and 10 CFR 50.48(c), as specified in the license amendment requests dated December 12, 2012, November 1, 2017, November 1, 2018, and March 8, 2019, as supplemented by letters dated February 21, 2013, September 30, 2013, October 24, 2013, December 2, 2013, April 2, 2014, May 7, 2014, June 17, 2014, August 14, 2014, November 4, 2014, December 18, 2014, and Janu ary 24, 2018, and May 28, 2019, as approved in the safety evaluations dated February 27, 2015, February 27, 2018, and August 20, 2019. Except where NRC approval for changes or deviations is required by 10 CFR 50.48(c), and provided no other regulation, technical specification, license condition or requirement would require prior NRC approval, the licensee may make changes to the fire protection program without prior approval of the Commission if those changes satisfy the provisions set forth in 10 CFR 50.48(a) and 10 CFR 50.48(c), the change does not require a change to a technical specification or a license condition, and the criteria listed below are satisfied.
(a) Risk-Informed Changes that May Be Made Without Prior NRC Approva l
A risk assessment of the change must demonstrate that the acceptance criteria below are met. The risk assessment approach, methods, and data shall be acceptable to the NRC and shall be appropriate for the nature and scope of the change being evaluated; be based on the as-built, as operated, and maintained plant; and reflect the operating experience at the plant. Acceptable methods to assess the risk of the change may include methods that have been used in the peer-reviewed fire PRA model, meth ods that have been approved by NRC through a plant-specific license ame ndment or NRC approval of generic methods specifically for use in NFPA 805 risk assessments, or methods that have been demonstrated to bound the risk impact.
- 1. Prior NRC review and approval is not required for changes that clearly result in a decrease in risk. The proposed change must also be consistent with the defense-in-depth philosophy and must maintain sufficient safety margins. The change may be implemented following completion of the plant change evaluation.
- 2. Prior NRC review and approval is not required for individual changes that result in a risk increase less than 1x10-7/year (yr) for CDF and less than 1x10-8/yr for LERF. The proposed change must also be consistent with the defense-in-depth philosophy and must maintain sufficient safety margins. The change may be imple mented following completion of the plant change evaluation.
(b) Other Changes that May Be Made Without Prior NRC Appr oval
- 1. Changes to NFPA 805, Chapter 3, Fundamental Fire Protection Program
Prior NRC review and approval are not required for changes to the NFPA 805, Chapter 3, fundamental fire protection program elements and design requirements for which an engineering evaluation demonstrates that the alternative to the Chapter 3 element is functionally equivalent or adequate for the hazard.
The licensee may use an engineering evaluation to demonstrate that a change to an NFPA 805, Chapter 3, element is functionally equivalent to the corresponding technical requirement. A qualified fire protection engineer shall perform the engineering evaluation and conclude that the change has not affected the functionality of the component, system, procedure, or physical arrangement, using a relevant technical requirement or standard.
The licensee may use an engineering evaluation to demonstrate that changes to certain NFPA 805, Chapter 3, elements are acceptable because t he alternative is adequate for the hazard. Prior NRC review and approval would not be required for alternatives to four specific sections of NFPA 805, Chapter 3, for which an engineering evaluation demonstrates that the alternative to the Chapter 3 element is adequate for the hazard. A qualified fire protection engineer shall perform the engineer ing evaluation and conclude that the change has not affected the functionality of the component, system, procedure, or physical arrangement, using a relevant technical requirement or standard. The four specific sections of NFPA 805, Chapter 3, are as follows:
x Fire Alarm and Detection Systems (Section 3. 8);
x Automatic and Manual Water-Based Fire Suppression Systems (Section 3.9);
x Gaseous Fire Suppression Systems (Section 3.10); and x Passive Fire Protection Features (Section 3.11).
This License Condition does not apply to any demonstration of equivalency under Section 1.7 of NFPA 805.
- 2. Fire Protection Program Changes that Have No More than Minimal Risk Impact
Prior NRC review and approval are not required for changes to the licensee's fire protection program that have been demonstrated to have no more than a minimal risk impact. The licensee may use its screening process as approved in the NRC safety evaluation dated February 27, 2015, to determine that certain fire protection program changes meet the minimal criterion. The licensee shall ensure that fire protection defense-in-depth and safety margins are maintained when changes are made to the fire protection program.
(c) Transition License Conditions
- 1. Before achieving full compliance with 10 CFR 50.48(c), as specified by 2, below, risk-informed changes to th e licensees fire protection program may not be made without prior NRC review and approval unless the change has been demonstrated to have no more than a minimal risk impact, as described in 2. above.
- 2. The licensee shall implement the modifications to its facility, as described in Table S-2, Plant Modifications Committed, of Entergy Nuclear Operations, Inc. (ENO) lette r PNP 2019-028 dated May 28, 2019, to complete the transition to full compliance with 10 CFR 50.48(c) before the end of the refueling outage following the fourth full operating cycle after NRC approval. The licensee shall maintain appropriate compensatory measures in place until completion of these modifications.
- 3. The licensee shall implement the items listed in Table S-3, Implementation Items, of ENO letter PNP 2014-097 dated November 4, 2014, within six months after NRC approval, or six months after a refueling outage if in progress at the time of approval with the exception of Implementation Items 3 and 8 which will be completed once the related modifications are installed and validated in the PRA model.]
Enclosure 1 Attachment B Proposed Changes to Palisades Plant (PNP)
Renewed Facility Operating License (RFOL) NO. DPR-20 DOCKET NO. 50-255
( PAGES INCLUDING THIS COVER PAGE)
To coordinate the license transfer application (LTA) conforming amendments with the power operations technical specification (POTS) license amendment request (LAR) as discussed in the Holtec Decommissioning exemption request, Request for Exemption from Certain Termination of License Requirements of 10 CFR 50.82 ( ML23271A140), the changes expected in the POTS LAR that overlap the LTA proposed name changes are shown in brackets.
The conforming amendments are proposed to become effective on the date that PNP transitions from a facility in decommissioning to a power operations plant conditio ned by and coincident with the effectiveness of the POTS amendments.
HOLTEC PALISADES, LLC
PALISADES ENERGY, LLC
DOCKET NO. 50-255
PALISADES NUCLEAR PLANT
RENEWED FACILITY OPERATING LICENSE
Renewed License No. DPR-20
- 1. The Nuclear Regulatory Commission (NRC or the Commission) having previously made the findings set forth in Operating License No. DPR-20, dated February 21, 1991, has now found that:
A. The application for Renewed Operating License No. DPR-20 complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act),
and the Commissions rules and regulations set forth in 10 CFR Chapter I, and all required notifications to other agencies or bodies have been duly made;
B. [deleted];
C. Actions have been identified and have been or will be taken with respect to:
(1) managing the effects of aging on the functionality of structures and components that have been identified to require review under 10 CFR 54.21(a)(1) during the perio d of extended operation, and (2) time-limited aging analyses th at have been identified to require review under 10 CFR 54.21(c), such that there is reasonable assurance that the activities authorized by this renewed operating license will continue to be conducted in accordance with the current licensing basis, as defined in 1 0 CFR 54.3 for the facility, and that any changes made to the facilitys current licensing basis in order to comply with 10 CFR 54.29(a) are in accordance wit h the Act and the Commissions regulations;
Amendment No. 273, XXX 2
D. and of the Act, se provision thwill operate in conformity with the application,y The facilit ns of the Commission; the regulatio
E. enewed ized by this rhat the activities authorsonable assurance: (i) tThere is rea safety of the health and without endangering the conducted operating license can be e ed in compliance with thies will be conductactivitch ii) that supublic, and (
10 CFR Chs set forth inapter I; s regulationCommission
F. gy, ied and Palisades Enerncially qualifHoltec Palisades, LLC (Holtec Palisades) is fina in the d to engage lifiecially and technically qua is finanLLC (Palisades Energy) h the ccordance withis renewed operating license in ahorized by ties autactivit 10 CFR Chs set forth inapter I; s regulationCommission
G. Holtec Palisades and Palisades Ens of rovisionpapplicable ergy have satisfied the 10 CFR Partcial Protection Requirements and Indemnity Agreements" of 140, "Finan lations;the Commissions regu
H. common imical to thewill not be inse ewed operating licence of this renThe issuan f the public;and safety oo the health security or tdefense and
I. After weighing the envir other benefits of the facility andchnical, onmental, economic, te ives, the idering available alternatagainst environmental and other costs and cons ct to the nse No. DPR-20, subjey Operating Liced Facilitthis renewe of issuance nce with onment set forth herein, is in accorda of the enviror protectionconditions f nd egulations a10 CFR PartD to Part 50), of the Commissions r 51 (formerly Appendix and ied;en satisfall applicable requirements have be
J. The receipt, r material as ecial nucleaduct, and spand use of source, bypropossession, 0 CFR Parts ance with 1be in accord license will ed operatingy this renewauthorized b
- 70. 30, 40, and
- 2. s and No. DPR-2issued to Holtec Palisadese0 is hereby y Operating LicenRenewed Facilit nergy as follows: Palisades E
A. water Palisades Plant, a pressurized lightplies to the apThis renewed license y). Theerating equipment (the facilitl genlectricaeactor and emoderated and cooled r Palisades, and is described in theBuren County, Michiganlocated in Van y is facilit ety Analysis Report, as supplemented and amended, and inPlant Updated Final Saf pplemented and amended. s Plant Environmental Report, as suthe Palisade
B. ments incorporated herein, the Commission s and requiree conditionSubject to th ses:hereby licen
(1) as amended, and 10 CFR Part 50, Licensing b of the Act,Pursuant to Section 104 and use, to possess s s, (a) Holtec Palisadetion Facilitien and Utilizaof Productio he y at te facilit operate], thss[, use andgy to posseand (b) Palisades Ener the rdance with an Buren County, Michigan, in accodesignated location in V this license;n set forth inand limitatioprocedures
DPR-20Renewed License No.
Amendment No. 273, XXX 3
(2) receive,] ant to the Act and 10 CFR Parts 40 and 70, to [nergy, pursuPalisades E in material[ ]as reactor fuel,cial nuclear ce, and spend use] sourpossess[, a ctor orage [and amounts required for reawith the limitations for staccordance ety Analysis Report, as in the Updated Final Safd s describeoperation], a supplemented and amended;
(3) to ant to the Act and 10 CFR Parts 30, 40, and 70,nergy, pursuPalisades E clear material as d special nuse byproduct, source, anssess, and ureceive, po rumentation[,] radiation ]reactor instctor startup,[ces[ ]for reasealed sour amounts as detectors in nd[ ]fission monitoring equipment [calibration], a required;
(4) to ant to the Act and 10 CFR Parts 30, 40, and 70,nergy, pursuPalisades E
, or duct, sourced any byprose in amounts as requiressess, and ureceive, po strument calibration, or clear material for sample analysis or inspecial nu us or components; andwith radioactive apparated associat
(5) to ant to the Act and 10 CFR Parts 30, 40, and 70,nergy, pursuPalisades E ar materials[ as may oduct and special nuclee, such byprt not separatpossess, bu y.e facilitrations of thd by the opebe] produce
C. o the d is subject tbe deemed to contain anThis renewed operating license shall ect jFR Chapter I and is subions in 10 Che Commissions regulat tconditions specified in
- to the rules, regulations, and orders of the ns of the Actble provisioto all applica nditions dditional coject to the a now or hereafter in effect; and is subCommission below
- incorporated or specified
(1) actor core ady-state rey at steacilitperate the fhorized to onergy [is autPalisades E ted Megawatts thermal (100 percent rass of 2565.4power levels not in exce d herein.]cifieions spepower) in accordance with the condit
(2) ed in Appendix A, as revised throughinions contaThe Technical Specificat Amendin ment No. XXX, aonmental Protection Plan contained nd the Envir all s Energy sh in the license. PalisadeAppendix B are hereby incorporated d the with the Technical Specifications anccordance y in ae facilit[operate] th n Plan. Environmental Protectio
Protection (3) Fire
Palisades Energy [shall implement and maintain in effect all provisions of the approved fire protection program that comply with 10 CFR 50.48(a) and 10 CFR 50.48(c), as specified in the license amendment requests dated December 12, 2012, November 1, 2017, November 1, 2018, and March 8, 2019, as supplemented by letters dated February 21, 2013, September 30, 2013,
DPR-20Renewed License No.
Amendment No. 273, XXX 4
October 24, 2013, December 2, 2013, April 2, 2014, May 7, 2014, June 17, 2014, August 14, 2014, November 4, 2014, December 18, 2014, and January 24, 2018, and May 28, 2019, as approved in the safety evaluations dated February 27, 2015, February 27, 2018, and August 20, 2019. Except where NRC approval for changes or deviations is required by 10 CFR 50.48(c), and provided no other regulation, technical specification, license condition or requirement would require prior NRC approval, the licensee may make changes to the fire protection program without prior approval of the Commission if those changes satisfy the provisions set forth in 10 CFR 50.48(a) and 10 CFR 50.48(c), the change does not require a change to a technical specification or a license condition, and the criteria listed below are satisfied.
(a) Risk-Informed Changes that May Be Made Without Prior NRC Approva l
A risk assessment of the change must demonstrate that the acceptance criteria below are met. The risk assessment approach, methods, and data shall be acceptable to the NRC and shall be appropriate for the nature and scope of the change being evaluated; be based on the as-built, as operated, and maintained plant; an d reflect the operating experience at the plant. Acceptable methods to assess the risk of the change may include methods that have been used in the peer-reviewed fire PRA model, methods that have been approved by NRC through a plant-specific license amendment or NRC approv al of generic methods specifically for use in NFPA 805 risk assessments, or methods that have been demonstrated to bound the risk impact.
- 1. Prior NRC review and approval is not required for changes that clearly result in a decrease in risk. The proposed change must also be consistent with the defense-in-depth philosophy and must maintain sufficient safety margins. The change may be implemented following completion of the plant ch ange evaluation.
- 2. Prior NRC review and approval is not required for individual changes that result in a risk increase less than 1x10-7/year (yr) for CDF and less than 1x10 -8/yr for LERF. The proposed chang e must also be consistent with the defense-in-depth philosophy and must maintain sufficient safety margins. The change may be implemented following completion of the plant ch ange evaluation.
(b) Other Changes that May Be Made Without Prior NRC Appr oval
- 1. Changes to NFPA 805, Chapter 3, Fundamental Fire Protection Program
Prior NRC review and approval are not required for changes to the NFPA 805, Chapter 3, fundamental fire protection program elements and design requirements for which an engineering
DPR-20Renewed License No.
Amendment No. 269, 272, XXX 5
e Chapter 3 rnative to themonstrates that the altedevaluation
. r the hazardadequate foquivalent or unctionally eelement is f to ng evaluatioe may use an engineerinseThe licen ge to an NFPA 805, Chdemonstrate that a chanapter 3, nding the correspoquivalent tounctionally eelement is f all engineer shquirement. A qualified fire protectionl retechnica that the end concludaevaluation perform the engineering component, ality of the the functionnot affected change has nt ngement, using a releval arrahysicacedure, or psystem, pro quirement or standard.l retechnica to g evaluatione may use an engineerinThe license NFPA 805, s to certain Chapter 3, demonstrate that change he alternative is elements are acceptable because t
- d. Prior NRC review and approval adequate for the hazar ecific or alternatives to four spwould not be required f NFPA 805, engineering sections of Chapter 3, for which an e rnative to themonstrates that the alteevaluation d A qualified he hazard. Chapter 3 element is adequate for t ing n engineer shall perform the engineerfire protectio affected nge has not that the chand concludeevaluation a component, system, procedure, or ality of the the function l vant technicaangement, using a relel arrphysica sections of. The four specific requirement or standard NFPA 805, Chapter 3, are as follows:
x Fire Alarm and Detection Systems (Section 3.8);
x Automatic and Manual Water-Based Fire
- Systems (Section 3.9)Suppression x Gaseous Fire Suppression Systems (Section 3.10); and x Passive Fire Protection Features (Section 3.11).
This License Condition does not apply to any demonstration of equivalency under Section 1.7 of NFPA 805.
- 2. Fire Protection Program Changes that Have No More than Minimal Risk Impact
Prior NRC review and approval are not required for changes to the licensee's fire protection program that have been demonstrated to have no more than a minimal risk impact. The licensee may use its screening process as approved in the NRC safety evaluation dated February 27, 2015, to determine that certain fire protection program changes meet the minimal criterion. The licensee shall
DPR-20Renewed License No.
Amendment No. 265, 272, XXX ----
6
-depth and safety n defense-inire protectioensure that f margins are maintained when changes are made to the fire ogram.protection pr
(c) Transition License Conditions
- 1. Before achieving full compliance with 10 CFR 50.48(c), as specified by 2, below, risk-informed changes to th e licensees fire protection program may not be made without prior NRC review and approval unless the change has been demonstrated to have no more than a minimal risk impact, as described in 2. above.
- 2. The licensee shall implement the modifications to its facility, as described in Table S-2, Plant Modifications Committed, of Entergy Nuclear Operations, Inc. (ENO) lette r PNP 2019-028 dated May 28, 2019, to complete the transit ion to full compliance with 10 CFR 50.48(c) before the end of the refueling outage following the fourth full operating cycle after NRC approval. The licensee shall maintain appropriate compensatory measures in place until completion of these modifications.
- 3. The licensee shall implement the items listed in Table S-3, Implementation Items, of ENO letter PNP 2014-097 dated November 4, 2014, within six months after NRC approval, or six months after a refueling outage if in progress at the time of approval with the exception of Implementation Items 3 and 8 which will be completed once the related modifications are installed and validated in the PRA model.]
(4) [deleted]
(5) Movement of a fuel cask in or over the spent fuel pool is prohibited when irradiated fuel assemblies decayed less than 90 days are in the spent fuel pool.
DPR-20Renewed License No.
Amendment No. 269, 272, XXX 8
D. [deleted]
E. Palisades Energy shall fully implement and maintain in effect all provisions of the Commission-approved physical security, training and qualification, and safeguards contingency plans including amendments made pursuant to p rovisions of the Miscellaneous Amendments and Search Requirements revisions to 10 CFR 73.55 (51 FR 27817 and 27822) and to the aut hority of 10 CFR 50.90 and 10 CFR 50.54(p). The combined set of plans, which contains Safeguards Information protected under 10 CFR 73.21, is entitled: "Palisades Nuclear Plant Physical Security Plan.
Palisades Energy shall fully implement and maintain in effect all provisions of the Commission-approved cyber security plan (CSP), including changes made pursuant to the authority of 10 CFR 50.90 and 10 CFR 50.54(p). The Palisades CS P was approved by License Amendment No. 243 as supplemented by chang es approved by License Amendment Nos. 248, 253, 259, and 264.
F. [deleted]
G. Holtec Palisades and Palisades Energy shall have and maintain financial protection of such type and in such amounts as the Commission shall req uire in accordance with Section 170 of the Atomic Energy Act of 1954, as amended, to cover public liab ility claims.
Renewed License No. DPR-20 Amendment No. 273, XXX Attachment C
Redacted Corporate Information Required by 10 CFR 50.33(d)(3) (Public)
NAME: Holt ec Int ernat io nal STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS: Kr ishna P. Singh Tec hno lo g y Ca mpu s 1 Holt ec Bo ulevard Camden, NJ 08104 DIRECTORS: Dr. Krishna P. Singh St uart Crooks Jo sé A. Gago Dr. Eduardo D. Glandt James H. Miller Domin ique Min iere Geo rge E. No rcross III Michael J. Pacilio Jim Saxton Mart ha J. Sing h S. Amy S ingh EXECUT IVE Dr. Krishna P. Sing h, President & Chief E xecut ive Officer COMMITTEE: Pankaj Chaudhar y, Senior V.P. of Operat io ns Freder ick J. Roegge, Senior V.P. and Chief Strat egy Officer Kelly D. Trice, President of Nuclear Generat io n and Decommissio ning J. Scott Tho mson, Senior V.P. and Governance Officer Joy Russell, Senio r V.P., Chie f Co mmerc ia l Officer Dr. Richard Spr ingman, Senior V.P. of Internat ional Projects William F. Gill, V.P. and General Counsel
[
]
Encl. 1 Att. C p.1 NAME: Holt ec Po wer, Inc.
STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS: Kr ishna P. Singh Tec hno lo g y Ca mpu s 1 Holt ec Bo ulevard Camden, NJ 08104 DIRECTORS: Pankaj Chaudhar y Dr. St efan Ant o n
EXECUT IVE Dr. Krishna P. Sing h, President & Chief E xecut ive Officer COMMITTEE: Pankaj Chaudhar y, Senior V.P. of Operat io ns Freder ick J. Roegge, Senior V.P. and Chief Strat egy Officer Kelly D. Trice, President of Nuclear Generat io n and Decommissio ning J. Scott Tho mson, Senior V.P. and Governance Officer Joy Russell, Senio r V.P., Chie f Co mmerc ia l Officer Dr. Richard Spr ingman, Senior V.P. of Internat ional Projects William F. Gill, V.P. and General Counsel
All of the direct o rs, principa l officer s, and execut ive co mmit t ee members of Ho lt ec Power, Inc.
are U.S. cit izens, wit h the same corporat e address as Holt ec Power, Inc.
Encl. 1 Att. C p.2 NAME: Nuclear Asset Management Company, LLC STATE OF Delaware FORMATION:
BUSINESS ADDRESS: Kr ishna P. Singh Tec hno lo g y Ca mpu s 1 Holt ec Bo ulevard Camden, NJ 08104 MANAGING Holt ec Po wer, Inc.
MEMBER:
PRINC IPAL Kelly D. Trice, President OFFICERS: Michelle Tat e, Treasurer and Vice President Mart in Babo s, Secret ary
All o f t he pr incipal o fficers of Nuclear Asset Management Company, LLC are U.S. cit izens, wit h t he same corporat e address as Nuclear Asset Management Co mpany, LLC.
Encl. 1 Att. C p.3 NAME: Holt ec Palisades, LLC STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS: Kr ishna P. Singh Tec hno lo g y Ca mpu s 1 Holt ec Bo ulevard Camden, NJ 08104 MANAGING Nuclear Asset Management Company, LLC MEMBER:
PRINC IPAL Kelly D. Trice, President OFFICERS: Richard Burroni, Chief Nuclear Officer Jean Fleming, Vice President of Licensing, Regulatory and Probabilistic Safety Analysis Troy Geauthreaux, Chief Financial Officer
All o f the principal o fficers of Holtec Palisades, LLC are U.S. citizens, with the same corporate address as Ho lt ec Palisades, LLC.
Encl. 1 Att. C p.4 NAME: Palisades Energy, LLC STATE OF Delaware FORMATION:
BUSINESS ADDRESS: Kr ishna P. Singh Tec hno lo g y Ca mpu s 1 Holt ec Bo ulevard Camden, NJ 08104 MANAGING Holt ec Po wer, Inc.
MEMBER:
PRINC IPAL Kelly D. Trice, President OFFICERS: Richard Burroni, Chief Nuclear Officer Jean Fleming, Vice President of Licensing, Regulatory and Probabilistic Safety Analysis Tro y Geauthreaux, Chief Financial Officer
All o f the principal o fficers of Palisades Energy, LLC are U.S. cit izens, with the same corporate address as Palisades Energy, LLC.
Encl. 1 Att. C p.5 Attachment D
Palisades Energy, LLC O rganization Chart and Resumes of Senior Leadership
Encl. 1 At t. D p.1
I I I I
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KELLY D. TRICE
EXPERIENCE
SUMMARY
Thirty-five years of executive management experience as the chief executive, president, or COO of several large companies with full sales, operational and P&L responsibility, serving on multiple boards for independent or affiliated companies. These companies focus on diverse clients which are international and domestic. The services provided range from environmental cleanup/consultation to maintenance and operation of a variety of plants, and large-scale multibillio n-dollar Engineering, Procurement and Construction (EPC) programs. The clients include utilities, nuclear power plants, refineries, LNG plants, chemical plants, coal-fired power plants, and co mbined cycle power plants. Other experience includes deal/contract negotiation, financial management, restructuring and turnaround, and M&A.
President, Holtec International, Nuclear Generati on and Deco mmissioning (3/19 to p resent) - Served as the chief executive and president of CDI LLC (3/19-8/21), then chief executive and president of HDI LLC (8/21-8/2 3) before being promoted to the current role. This role includes the P&L responsibility for Holtec International and its subsidiaries, the ambitious restart of the Palisades Energy Center after a year of shutdown, the small modular reactor (S MR) program for design completion, licensing, and ultimate construction/fabrication, as well as the decommissioning of the Oyster Creek Nuclear Station, Pilgrim Nuclear Station, and the Indian Point Energy Center. In total there are five large-scale power reactors in decommissioning plus the restart of Palisades from a decommissioning status, and deployment of SMRs throughout the world. Ke y duties include executive committee member, DOE loan program negotiation/approval, Michigan grant legislation/approval, and associated political interfaces, as well as SMR deployment throughout the world (including Ukraine during the Russian aggression.)
Executive Vice President, B ruce Power (7/17 to 3/19) - Senior executive responsible for the EPC projects associated with Bruce Power generating station located in Ontario Canada. Bruce Power operates eight nuclear reactors, generating a total of 6.8GW. Primary responsibilities included the setup and refurbishment of six units as well as the ongoing operation of t he on-line units. Capital project budgets totaled approximately $14B CAD, and annual revenue of the plant was approximately $3.5B CAD.
President of CB&I Facilities, Plant Services, Environment, and Infrastructure (1/16 to 7/17) - Chief executive of the CB&I plant maintenance and facilities services business. The focus of this unit was to perform maintenance and services on approximately 45 of the 99 operating nuclear po wer plants in the US, 70 fossil po wer plants, and approximately 140 chemical, refinery, and LNG processing plants. The business operated out of 70 offices and spanned over four continents. Peak employment of this business was approximately 17,000 peo ple with an annual revenue of approx imately $2.5B.
President of CB&I Power (11/14 to 1/16) - Chief executive for the power business unit of CB&I. This business unit posted annual revenue of approximately $3.5B with a backlog of approximately $10B and employed 12,000 people working in the US, Europe, and China. Projects included an assortment of engineering design efforts, construction of combined-cycle power plants, and nine nuclear plants. Led a complex divestiture of the nuclear power unit and consolidated the fossil power business with CB&Is oil and gas unit.
President and CEO of CB&I Project Services Group LLC (2/12 to 7/15) - Chief executive responsible for the nuclear business line, including mega-projects in China, Vogtle, and VC Summer (8 new nuclear plants under construction simultaneously) as well as a 9th nuclear plant under construction called the Mixed Oxide Fuel Fabrication Facility. The total value of the nuclear plants under construction was approximately $25B. The CPSG LLC was established as a proxy entity to satisfy government regulations associated with the foreign ownership and control when dealing with special nuclear materials.
President and CEO of CB&I AREVA MOX Services LLC (4/09 to 11/14)- Responsible for all aspects of the CB&I AREVA MOX Services LLC operation including construction, design, startup, and operation of the mixed oxide fuel fabrication facility and its supporting buildings and infrastructure. This project was an $8.5B effort with follow-on operations totaling approximately $12B. Its purpose was to implement a treaty that the US signed with the Russian Federation to eliminate 68 metric tons of plutonium (17,000 weapons) from the world inventory and process this material into nuclear reactor fuel for commercial sales and usage.
Vice President/Deputy General Manager of East Tennessee Technology Park (4/04 to 4/09) - Large EPC contract for the operation, construction, decommissioning, and reindustrialization of the East Tennessee Technology Park. The project was a $4.0B effort.
Vice President Kaiser-Hill LLC (1997-4/04) - Large EPC contract for the ultimate closure of the Rocky Flats Technology Site located in Golden, Colorado. The total project was a $7.0B effort and involved over 6,300 people at peak operation. Key responsibilities included infrastructure management, construction of all support facilities, demolition of over 700 structures, and management of all nuclear operation s as well as the decommissioning of the main plutonium process buildings (771, 37 1, 779, 776 and 707). The project was completed one year ahead of schedule and approximately $1.0B under budget.
Project Director/Senior Project Manager of various Projects throughout the United States (1990-1997) - Directly managed many EPC projects. The largest of these projects was a $1.5B effort, supervising approximately 700 personnel at the Hanford reservation in Richland, Washington. Directly responsible for the decommissioning of several nuclear reactors and buildings, landfill operations, and numerous environmental cleanup sites. On other projects, key responsibilities included construction of various buildings, engineering and construction of waste processing plants, construction of utilities and infrastructure, excavation of buried wastes, and termination of several NRC licenses.
Lieutenant, U.S. Navy, Submarines (Nuclear), Charleston, SC (1985-1990) - Served as head of six divisions. Responsible for the operation, maintenance, and testing of all submarine sonar equipment, weapons systems, and nuclear propulsion systems.
EDUCATION 1997 MBA University of New Mexico 1987 Nuclear Prototype, Nuclear Power School, Idaho Falls, ID 1986 Nuclear Engineering, Nuclear Power School, Orlando, FL 1985 BS Chemical Engineering (Honors), University of Oklahoma
SECURITY CLEARANCE DOE, Q Clearance, Inactive DOD, TS, SIOP, ESI, NATO, Inactive (Served as Lieutenant U.S. Navy, Submarines)
EMPLOYMENT HISTORY March 2019-Present President Holtec Nuclear Generation and Decommissioning 2017-March 2019 Executive Vice President, Bruce Power 2009-2017 President and CEO, CB&I (Several Business Units) 2004-2009 Vice President/Deputy General Manager, Bechtel National Inc.
1997-2004 Vice President, CH2M Hill (Kaiser Hill LLC)
RICHARD J. BURRONI
traiiteHigled ovphn leader h exerears ory 4ief Ew0ce ineeri ynnnitegn, Mainagnce, Opnder, an Decoatiosinms.ismiongn
Holtec International 8/14/2023 - Present Chief Nuclear Officer x Lead the organizational, regulatory, and programmatic efforts required to restart the Palisades Nuclear Plant by ensuring regulatory, operational, organ izational, and environmental compliance with federal, state, and local requirements in accordance with industry norms and standards. This position will serve as Holtecs principal interface with the NRC, Institute of Nuclear Power Operations (INPO), Nuclear Energy Institute (NEI), and other stakeholders on emerging nuclear issues and challenges.
Holtec Decommissioning International 6/1/2020 - 8/14/2023 Cndian Point Enernter geIy Site Vice President x Responsible for implementing the prompt decomm philosophy to decommission the IPEC facility in a safe, prompt, and thorough manner. This role provides direction and oversite in daily and critical path activities.
x Budget management of the IPEC decommissioning trust fund allotments to ensure regulatory compliance and fiscally responsible project controls.
x Direct outreach and communication with internal and external stakeholders, state officials, and local politicians in addition to regulators to ensure issues and concerns are well understood and resolved.
Entergy Nuclear Northaste 1/2017 - 6/1/2020 Indian Point Energy Center Director of Special Projects x Lee IPed License Re thECan towl teap colete te renmheqiremts tomuit t pertie coronit 2huned Un thm Mug op ofherationay Mahgyrouh 3 ti2021.tnd U2020 an x Led a cross-funct ional tea m from IPEC, Entergys Corporate Office, and Holtec employees to prepare the IPEC site for the transition to decommissioning by ensuring all operational, regulatory, programmatic, environmental, and personnel requirements for the successful transfer of the operating license from Entergy to Holtec was accomplished in a professional and timely manner.
Engineering Director 1/2014 - 1/2017 x Responsible for the delivery of safe, reliable, and timely engineering support at the IPEC. Responsible for maintaining the plant design bases, equipment reliability through preventive maintenance, and optimization and plant system health through aggressive predictive programs and system monitoring.
Entergy Nuclear Northaste 10/2012 - 1/2014 White Plains Corporate Office Chief Engineer / Corporate Functional Area Manager x Pelidr enoviedygeerin a timngdcal sn techipnuptort toe En the rgy Fleet ( total). 1tai0 sites ineMaindnnce o cogizanfeky tseseccritical isat auhfted plant operation and supported the Entergy sites as necessary. Worked with Engineering Managers f across the fleet to establish goals and responsibilities to achieve the highest level of performance within the industry.
Performed periodic assessments of engineering activities and performance; developed reports and submitted to senior management as required.
Entergy Nuclear Northeast 10/2006 - 10/2012 Indian Point Energy Center Engineering Manager - S ystems, Programs & Components x Manager to ofsepawrate engieernin fucgtionns driecting a dedca ted team of over 70 engineers in total, focusing on system i and plant component health. Engaged daily with various site departments in the resolution of plant issues to ensure station reliability. Active in initiatives relative to the improvement of system and component health across the fleet. Engaged routinely with industry regulators to address station and system concerns.
Assistant Operations Manager - Support 01/2005 - 10/2006 x Responsibilities and duties include the management of those Operations Department personnel responsible for procedure development and maintenance in addition to ensuring accuracy in response to issues noted in the site corrective action program.
Entergy Nuclear Northeast / New York Power 09/1991 - 12/2004 Authority Indian Point Energy Center (Transition Period)
Instrument & Control Department Management x Star thtedis d ineepat as artn Enimneger Snpingisoeurv cr inep 8 co ooeargfhnt enimneegn darrose pris tiehuymesrwe tow otor iitresnmntatuanealormo hice.d perftnn anmh x Transitioed toager t Mann ofC Depheare I&t, tirst at Unimfn 3t, then Unit 2, and finally at both Units following the merger directed by Entergy. The merger resulted in a staff of approximately 80 plant personnel. Focus was on integrating I&C personnel from both units to increase the efficiency/flexibili ty of the department. Success was noted in the integrated procedure group, training program, increased instrumentation reliability and performance, and outage work force.
New York Power Authority 09/ 1990 - 09/1991 Indian Point 3 NPP Engineering Supervisor: Performance Dept.
x Responsibilities included the supervision of 8 Performance Dept. Engineers. Duties included the revision and development of plant surveillance test procedures, in addition to the development of post-work test requirements following plant maintenance and modification activities.
Engineer: Technical Services Dept. 06/1980 - 09/1991 x During this +10-year period, p rog ressed from an Assistant Plant Electrical Engineer to Senior Plant Engineer II. Duties included the preparation of engineering modifications and procedures, as well as providing responses to technical concerns raised by regulatory agencies and station audits.
x Was afforded the opportunity to attend Senior Reactor Operator (SRO) training during this time period and received an SRO license in April 1986.
EDUCATION / LICENSES:
New York Inst. of Technology - Old Westbury, NY (B.S. Electrical En gineering) 1976 - 1980 Pace University - Pleasantville, NY (M.S. Ma nagement Science) 1992 - 1994 Nuclear Regulatory Commission - Senior Reactor Operator License (SOP -10482) 1986 - 1988
ENT:VOLVEM / SITE INSUTRYIND x In INPserouoO numlvesed insi IAsv asent vsts animdu asr bothtsnd Ho Pntsyeer.
x INP SenioOclear Pr Nulant Merangrs coe spse iur th 20ingn10.
x Mee Pb ther oressfrizedum Water Reactorer Grp Onsou (PwWbOG) -eerR t oe Smfsthm Enyipe andgeerinin Equgemmt n bSucottee aimell as tsme whManageemt Conittee.mm x Heldtap Ouedp Sueg Eort ancern Pgm alylannin roles ingl ofe p thositios nonted abe ov
JEAN A. FLEMING
FlemingJean@hotmail.com PROFESSIONAL
SUMMARY
Highly trained leader with over 18 year s of experience in nuclear regulatory assu rance and licensing, decommissioning licensing and compliance, nuclear power plant operations, work management, and emergency preparedness.
EXPERIENCE HIGHLIGHTS Holtec International - Camden, New Jersey Vice President of Licensing, Regulatory and Probabilistic Safety Analysis (PSA) (2021 - Present) x Responsible for federal, state, and local licensing, environmental and regulatory compliance for five Holtec Decommissioning International, LLC (HDI) nuclear sites, nuclear dry storage and transport cask licensing, small modular reactor (SMR-160) pre-application engagemen t and licensing activities, and PSA activities.
x Executive member of Palisades restart project, leading the nuclear regulatory engagement and execution plan to support the regulatory path for restart efforts.
PSEG - Salem and Hope Creek Nuclear Generating Station - Salem, New Jersey Director of Site Regulat ory Com pliance and Licensing (2017 - 2021) - REGULATORY AFFAIRS
- Responsible for the management of the fleet nuclear regulatory compliance including the strategic management of regulatory relationships and comprehensive assessment of regul atory margin to ensure leadership engag ement with issue response.
- Direct the preparation, submittal, issuance, and implementation of fleet license amendments and relief requests to the Nuclear Regulatory Commission to enhance the operational flexibility while preserving nuclear safety.
x Engage w ith industry through the nuclear policy organization to address issues that impact the nuclear industry and develop strategies for the timely and efficient resolution of nuclear regulatory issues.
x Direct the emergenc y preparedness operational a nd communications response teams in response to drill an d actual emergency events.
x Organized, facilitated, and moderated multiple womens leadership forums to develop and promote diversity, equity and inclusion within PSEG and the nuclear industry.
Salem Online Work Management - Operations Work Week Senior Reactor Operator (2013-2017) - OPERATIONS
- Coordinate the preparation and approval of clearance orders to support scheduled and emergent wor k activities to ensure compliance with regulatory requirements, improve plant safety and equipment reliability, identify risk -significant work, provide operational focus, and ensure production risk analysis is performed for all scheduled work activities.
Salem Control Room Supervisor - Senior Reactor Operator & Shift Technical Advisor (2008-2017) - OPERATIONS
- Direct safe and efficient operations by supervising, controlling, and coordinating activities and plant evolutions with emphasis on safety and adherence to established regulations and standards of performance.
- Authorize testing, surveillance and mainte nance on all equipment and systems affecting plant safety or that place the plant in a degraded mode and ensure equipment is properly restored following completion of these activities.
UNITED STATES NAVY - Surface Warfare Officer - Nuclear Operations Officer (Lieutenant, O-3)
USS HARRY S. TRUMAN (CVN 75) - Norfolk, Virginia Propulsion Plant Watch Officer & Reactor Laboratories Manager (200 6-2008)
- Led, trained, and supervised 32+ sailors in nuclear propulsion plant operations and the reactor laboratory divisions.
USS VALLEY FO RGE (C G 50) - San Diego, California Operations Intelligence Division Manager & Public Affairs Officer ( 2003-2004)
- Led 35 enlisted Operations Specialists onboard a g uided missile cruiser in handling air/surface/subsurface monitoring and intelligence gat hering duties in support of inter-deployment training cycles and a Counter-Drug Smuggling deployment.
LICENSES, EDUCATION & TRAINING EXECUTIVE TRAINING PROGRAMS Women in Nuclear - Nuclear Executives of Tomorrow (NEXT) Leadership Program, INPO (2021)
Senior Nuclear Plant Management Course, INPO (2019)
Nuclear Regulatory Co mmission Licensed Senior Reactor Operator - Salem Unit 1 and 2 (2010)
UNITED STATES NAVY S CHOOLS & FORMAL TR AINING PROGRAMS
- Nuclear Power School and Training Unit, Charleston, South Carolina (2005-2006)
- Navy Qualified Nuclear Propulsion Plant Watch Officer on A4W and S5W Reactors DREXEL UNIVERSITY - Philadelphia, Pennsylvania Bachelor of Science Degree in Biomedical Engineering (2003) Summa Cum Laude Michael G. Mlynarek Holtec Palisades Site Vice President
SUMMARY
(June 2022 - Present) x Holtec Palisades Site Vice President responsible for strategic planning, resource accountability, organizational effectiveness, and knowledge transfer. Experience and background enable safe, error free, and predictable performance.
x Drives competitive positioning through mitigation of internal and external risks and knowledge sharing. Believe mutual performance and accountability amongst a diverse workforce is achieved through effective communication and valuing traditions.
x Accomplishments reflect producing empowered, motivated and disciplined teams. Demonstrated success includes establishing team cultures that achieve sustainable results and enable continuous learning and performance improvement. Focus and team development include values and behaviors that leverage high degrees of self-awareness and engagement that drive goal achievement through integrated risk recognition and mitigation including high standards and low thresholds for action and correction. Methods include vertical alignment and horizontal integration of roles and responsibilities.
LEADERSHIP EXPERIENCE Manager, Decommissioning Planning Organization (DPO) (June 2020 - May 2022) Palisades, MI x Responsible for leading the Palisades team through transaction (sale preparation) and transition (operational to post defuel organization). Included managing interface and alignments between Palisades and corporate transaction and transition planning teams and associated functional area change management plans.
Manager, Nuclear Independent Oversight (NIOS) (June 2017 - May 2020) Palisades, MI x Responsible for corporate independent oversight of Palisades performance including regulatory auditing, quality control, and cross-functional assessment to identify station performance shortfalls and effectively communicate for sustained safe and error free performance.
x Team Manager for Susquehanna NIEP (Jun18) x Consumers Energy Grid Management Assessment (Mar18)
INPO Operations Senior Evaluator & Assistance (June 2015 - June 2017) Atlanta, GA x In addition to primary role evaluating Operations performance, focus was on leadership team organizational effectiveness and driving proficiency principles of worker and team risk recognition and mitigation through self and situational awareness.
x Cumulative career supporting Nuclear station teams: International (6 stations) - 12 weeks; Domestic (17 stations) - 33 weeks Organizations evaluated & supported:
x Wolf Creek / Vogel 1&2 / Turkey Point / Byron / Harris / Kozloduy, Bulgaria / Oconee / Millstone / Fessenheim, France / Davis Besse / Barakah, UAE / Olkiluoto, Finland / Three Mile Island / Sequoyah x Higashidori, Japan (WANO/JANSI - first Japanese Peer Review; 2013) Braidwood (WANO Mid-Cycle; 2010) /
British Energy Hartlepool Station (WANO Config Cntl; 2009) / River Bend Station (OPS; 2008) / Arkansas Nuclear One (Conduct of Operations; 2008) / Calvert Cliffs (INPO Site Eval; 2006) / Diablo Canyon (INPO Training Accreditation Eval; 2003) / Millstone (INPO Site Eval; 1996) / DC Cook (Conduct of Operations; 1995)
Supervisor, Reactor Engineering (November 2013 - May 2015; 1988 - 1992) Palisades, MI x Leadership focus addressed individual and team gaps in behaviors resulting in safe and error free performance.
x Managed station alignments with NRC region and Entergy corporate fuels group for self-identified Spent Fuel Pool criticality non-conformances.
Manager, Chemistry (July 2011 - October 2013) Palisades, MI x Leadership focus corrected staff and technician individual and team significant gaps in behaviors. This resulted in safe and error free performance.
x Results recognized by INPO Chemistry Manager in 2017 as industry leading and sustained performance.
x Gained proficiency in radiological and non-radiological environmental programs.
Shift Manager, Operations (January 2000 - June 2011) Palisades, MI x Focus on individual and crew team performance including reputation for correcting people-problem issues.
x Station achieved INPO 1 performance, 2010.
x Day shift Operations Manager, R021: Station achieved best in Entergy fleet refueling outage performance for safety and duration, 2010.
x Reestablished Operations Training Accreditation after station-imposed probation, 2000-2002.
Control Room Supervisor, Operations (1995 - 1999) Palisades, MI x First Engineer to assume position. Established crew role clarification and performance optimization for all modes of plant operation including Simulator training and evaluation.
x Developed and implemented SE/STA Training program focusing on oversight roles, responsibilities (1996).
PROJECT MANAGEMENT EXPERIENCE Project Management Professional (PMP) Training (20 06) Grand Rapids, MI x Six-week course encompassing fundamentals of effective project management controls.
Work Control Center (WCC) Supervisor (2005) Palisades, MI x First Operations single point responsible for WCC implementation including work week protocol and execution. Palisades, MI Safety Committee Chair (2005) x Established station system for safety work order prioritization and execution.
Manager, Operations Training Excellence Program (2000 - 2002) Palisades, MI x Led team responsible for re-validation of the six Operations Accredited Training Programs. Included establishment of standards and ownership culture between line and training personnel.
Reactor Engineer (1985 - 1988) Big Rock Point, MI x Procured and implemented industry first design for hafnium tipped control blades.
x Managed logistics associated with industry-first demonstration of mixed-oxide fuel.
EDUCATION Aquinas College Grand Rapids, MI x Masters in Management (1999)
University of Michigan - School of Engineering Ann Arbor, MI x Bachelor of Science in Nuclear Engineering (1985)
LICENSE AND CERTIFICATIONS State of Michigan Professional Engineering License (1992 - Present)
- 102198891 NRC Senior Reactor Operator License (1994-2011)
ADDITIONAL Evans Scholarship recipient: Four years tuition / housing at University of Michigan Professional
References:
Available upon request Attachment E
Regulatory Commitments
This table ident ifies actions discussed in this Applicat ion for which, upon approval, Holtec Decommissio ning Internat ional, LLC (HDI), Holtec Palisades, LLC (Ho ltec Palisades), or Palisades Energy, LLC (OPCO) commits to perform. Any other actions discussed in this submitt al are descr ibed for t he U.S. Nuclear Regulatory Commissio ns (NRC) infor mat ion and are not commit me nt s.
TYPE SCHEDULED (Check One) COMPLETION COMMITMENT DATE ONE-TIME CONTINUING (If Required)
ACTION COMPLIANCE
HDI will pr ovide n otice of th e plann ed X cl osi n g dat e for proposed tr an sa ct i on At least five business days an d tr an sfer of oper a t in g auth or i t y so before the planned that NRC can issue the license tr an sfer date.
amendment.
OPCO will provide to NRC proof that X on-site property damage insurance coverage an d off-site n uclear liability At least five business days coverage, as required by NRC, has before the planned been obtained and that coverage will be tr an sfer date.
in place on the effective date of th e tr an sfer.
HDI will pr ovide evidence that the X Holtec Palisades has provided sufficient financial assurance for At least five business days decommissioning to satisfy th e before the planned r equir em ents appli cable to an oper ating tr an sfer date.
reactor pursuant to 10 CFR 50.75 and 72.30.
HDI will pr ovide evidence that the X PNP or ganization meets th e staffin g At least five business days an d qualification r equir emen ts set for th before the planned in the power opera ti on s Technical tr an sfer date.
Specifications, Physical Security Plan, Emergency Plan, QAPM, and UFSAR.
Encl. 1 At t. E p.1 ENCLOSURE 2
AFFIDAVIT OF JASON DAY SUPPORTING HOLTEC DECOMMISSIONING INTERNATIONAL, LLCS APPLICATION TO WITHHOLD CERTAIN DOCUMENTS FROM PUBLIC DISCLOSURE
I, Jason Day, General Counsel fo r Holt ec Decommissio ning I nt ernational, LLC ( HDI), declare t he fo llowing under penalt y o f per jur y:
- 1. I am authorized to execute this declarat ion on behalf of HDI, for itself and Holtec Int ernat ional, Holt ec Palisades, LLC, and Palisades Energy, LLC (co llect ively Ho lt ec).
- 2. Holtec is providing infor mat ion to the U.S. Nuclear Regulatory Co mmissio n ( NRC) in support o f t heir App licat io n for Order Co nsent ing to Transfer of License. The pro priet ar y versio n o f Enc lo sures 3 A and 4 A o f t his su bmit t al co nt ains financ ia l in fo r mat io n, inc lud in g pro forma inco me st atement s, relat ed to ant icipated revenues fro m sales of electr icit y and capacit y fro m t he Palisades Nuclear P la nt, as well as p lant o perat ing and maint ena nce cost s and internal financial information related to the ultimate parent company. These do cume nt s const it ut e pro priet ary co mmerc ia l a nd financ ia l info r mat io n t hat sho uld be he ld in confidence by NRC pursuant to t he policy reflect ed in 10 CFR 2.390(a)(4) because:
- a. They cont ain info r mat io n t hat is held in confid ence by Ho lt ec and their affiliates.
- b. T his info r mat io n is of a type that is cust o mar ily he ld in co nfide nce by Ho lt ec and their affiliates and the information contains sensitive financial competitive infor mat io n concer ning Holt ecs ant icipated revenues and operating expenses.
- c. This infor mation is being t ransmit t ed to NRC in confidence.
- d. This info r mat io n is no t available in pu blic so urces and co u ld no t be gat hered readil y fro m public ly available infor mat ion.
- e. Public disclo sure of t his infor mat io n would create subst ant ial financial har m t o t he compet it ive position of Holtec and their affiliates by disclosing their internal financial and co mmercial info r mat io n to other parties whose commercial int erest s may be adver se to t ho se o f Ho lt ec.
- 3. Accordingly, Holtec requests that Enclosures 3A and 4A be withheld from public disclosure pursuant to 10 CFR 2.390(a)(4).
- 4. Ho lt ec also request s t hat t he cit iz e nship info r mat io n co nt a ined in E nc lo sure 1A be w it hhe ld fro m public disclo sure to protect t he personal informat io n of the individuals list ed therein.
The disclo sure of this information would const itute a clearly unwarranted invasion o f personal privacy, and as such Ho ltec requests that the infor mat ion be wit hheld under 10 CFR 2.390(a)(6).
Encl. 2 p.1 I declare that the foregoing is true and correct.
{
Executed on December iO, 2023.
Jason Day General Counsel
Encl. 2 p.2 ENCLOSURE 3
PROJECTED INCOME STATEMENT AND OPENING BALANCE SHEET OF HOLTEC PALISADES, LLC (NON-PROPRIETARY)
Encl. 3 p.1 Holtec Palisades, LLC Pro Forma Income Statement
Base Case Projected Financial Data - Unaudited, Non-GAAP
[]
Revenue Generation (TW) [ ]
Capacity revenue [ ]
Energy revenue [ ]
Ancillar y r even ue [ ]
Total Revenue [ ]
Expenses Fuel expense [ ]
Labor costs [ ]
Non-l a bor opera tin g cost s [ ]
Outage costs [ ]
Property tax [ ]
Total Opex [ ]
Net Income EBITDA (excl. amortized fuel [ ]
and outage)
Depreciation & Amortization [ ]
Operating Income (incl. [ ]
amortized fuel and outage)
Interest [ ]
Income tax [ ]
Production tax credits [ ]
Net Income [ ]
$ Millions, rounded
Notes:
- 1. [
]
- 2. Generation volumes reflect historical PNP capacity fact or and 18-month refue ling cycles.
- 3. Energy revenue based on energy prices set for th in the Pow er Purch ase Agreemen ts (PPA) between Holtec Palisades and each of Wolverine Power Supply Cooperati ve, Inc. and Hoosier Energy Rural Electric Cooperative, Inc.
- 4. [
]
- 5. [
]
- 6. Operating expenses informed by historical operating costs, taking into account current labor rates, inflation and forward-looking contracts.
Encl. 3 p.2 Sensitivity Case - 10% Reduction in Capacity Projected Financial Data - Unaudited, Non-GAAP
[ ]
Revenue Generation (TW) [ ]
Capacity revenue [ ]
Energy revenue [ ]
Ancillar y r even ue [ ]
Total Revenue [ ]
Expenses Fuel expense [ ]
Labor costs [ ]
Non-l a bor opera tin g cost s [ ]
Outage costs [ ]
Property tax [ ]
Total Opex [ ]
Net Income EBITDA (excl. amortized fuel [ ]
and outage)
Depreciation & Amortization [ ]
Operating Income (incl. [ ]
amortized fuel and outage)
Interest [ ]
Income tax [ ]
Production tax credits [ ]
Net Income [ ]
$ Millions, rounded
Notes:
- 1. [
]
- 2. Generation volumes reflect historical PNP capacity fact or and 18-month refueling cycles. Reduced by 10%
to reflect the sensitivity analysis.
- 3. Energy revenue based on energy prices set for th in the Pow er Purch ase Agreemen ts (PPA) between Holtec Palisades and each of Wolverine Power Supply Cooperati ve, Inc. and Hoosier Energy Rural Electric Cooperative, Inc.
- 4. [
]
- 5. [
]
- 6. Operating expenses informed by historical operating costs, taking into account current labor rates, inflation and forward-looking contracts. Costs conservativel y assumed not to be reduced for this sensitivity study.
Encl. 3 p.3 Sensitivity Case - 10% Reduction in Energy Revenue Projected Financial Data - Unaudited, Non-GAAP
[ ]
Revenue Generation (TW) [ ]
Capacity revenue [ ]
Energy revenue [ ]
Ancillar y r even ue [ ]
Total Revenue [ ]
Expenses Fuel expense [ ]
Labor costs [ ]
Non-l a bor opera tin g cost s [ ]
Outage costs [ ]
Property tax [ ]
Total Opex [ ]
Net Income EBITDA (excl. amortized fuel [ ]
and outage)
Depreciation & Amortization [ ]
Operating Income (incl. [ ]
amortized fuel and outage)
Interest [ ]
Income tax [ ]
Production tax credits [ ]
Net Income [ ]
$ Millions, rounded
Notes:
- 1. [
]
- 2. Generation volumes reflect historical PNP capacity fact or and 18-month refueling cycles. Reduced by 10%
to reflect the sensitivity analysis.
- 3. Energy revenue based on energy prices set for th in the Pow er Purch ase Agreemen ts (PPA) between Holtec Palisades and each of Wolverine Power Supply Cooperati ve, Inc. and Hoosier Energy Rural Electric Cooperative, Inc., reduced by 10% to illustrate this sensitivity analysis (despite the fact that the PPA pricing is fixed).
- 4. [
]
- 5. [
]
- 6. Operating expenses informed by historical operating costs, taking into account current labor rates, inflation and forward-looking contracts.
Encl. 3 p.4 Holtec Palisades, LLC Opening Balance Sheet Projected Financial Data - Unaudited, Non-GAAP
Assets
[ ]
Cash [ ]
Loan Reser ve s / Escro ws []
Acco unt s Rece iva ble [ ]
Tax Receivable [ ]
Plant [ ]
Deferred Outage [ ]
Nuclear Fuel [ ]
Less: Accumulat ed Depreciat ion and [ ]
Amortization
Total Assets [ ]
Liabilities and Equity
[ ]
Liabilities
Accounts Payable [ ]
Tax Payable [ ]
LPO Debt [ ]
Total liabi lities [ ]
Equity
Michigan State Grant [ ]
Owner Paid [ ]
Retained Earning s [ ]
Total Equity [ ]
Total Liabilities and Equity [ ]
$ Millions, rounded Notes:
[
]
Encl. 3 p.5 ENCLOSURE 5
FORM OF OPERATOR SERVICES AGREEMENT BETWEEN HOLTEC PALISADES, LLC AND PALISADES ENERGY, LLC
THIS OPERATOR SERVICES AGREEMENT (the Agr eement) is effective as of the ___ da y of ____,
20__, between HOLTEC PALISADES, LLC (Owner ), and PALISADES ENERGY, LLC, a Dela ware limited liability company (Operator), each a Party and together, Parties to this Agr eement.
R E C I T A L S :
- a. Owner owns the Palisades Nuclear Generation Station (the Palisades Station) and its associated Indep endent Spent Fuel Storage Installation (the Palisades ISFSI), both locat ed near Covert, Michiga n, which are licens ed by the U.S. Nuclear Regulatory Commission (NRC) pursuant to Renewed Facility Operating License No. DPR-20.
- b. The Palisades Station and Palisades ISFSI will be collectively referr ed to her ein as the Facility, and the NRC license will be referr ed to as the NRC Operating License.
- c. Owner and Op erator are indirect wholly owned subsidiaries of Holt ec Int er national.
- d. Owner and Operator desir e that Operator possess, use, operate, and maintain (Operate) the Facility for Owner under the ter ms of this Agreement.
A G R E E M E N T:
NOW, THEREFORE, for the mutual covenants and consideration referenced in this Agreement, Owner and Op erator agree as follows :
- 1. Agency. Operator is her eby appointed as the a gent of Owner to act on its behalf for the purposes set forth in this Agr eement. Owner shall have the sole right to control and dir ect ly supervise the method, ma nner and detail of Operators duties and responsibilities her eunder, provided, however, that Operator shall have sole discr etion with r espect to its obligations to comply with the r equirements of the NRC Operating License, and all applicable NRC or other applicable requir ements of law with respect to Operation of the Facilit y.
- 2. Duties of Operator. Operator shall do and perfor m all such things as shall be reasonably necessary to Operate and ma intain the Facility on beha lf of Owner. Operator shall conduct all operations of the Facility in compliance with the NRC Operating License and all applicable NRC requirements, in a good and workma nlike ma nner, and in accor dance wit h generally accept ed industry standards. Operators responsibilities will include, without limitation, the following activities:
2.1. engage and supervise, as employees of Operator or as personnel assigned to provide services to Operator under a service agreement, all personnel reasonably required to Operate the Facility;
Encl. 5 p.1 2.2. negotiate, enter into, supervise and administer, in Operators name, or in Operators name and as agent for Owner, all contracts reasonably necessary for possession, use, operation, and maintena nce of the Facility (Operations), including, without limitation, equipment purchase orders and agreements, and agreements with contractors and service providers;
2.3. procure and furnish all materials, equipment, services, supplies and labor deter mined by Operator to be reasonably necessary or desirable to Operate the Facility and to other wise carry out Operators responsibilities her eunder;
2.4. use its best efforts to abide by and confor m with all valid applicable la ws, orders, rules and regulations that affect the Facilit y or Operators duties under this Agr eement;
2.5. file (and keep current) all reports, and filings required by la w with respect to the Facilit y, and pay any f ees in connection ther ewit h;
2.6. obtain and use its best efforts to comply and to conduct all Operations at the F a cilit y in a cc or da nc e wit h a ll lic ens es, p er mits a nd a uthor iza tions r equir ed by la w a lr ea dy obta ined or to be obtained by Owner, Operator or the Facility;
2.7. keep an accurate record of all significant operations of the Facility and furnish, from time t o time, up on r easonable r equ est of Owner, such r ep orts and ot her infor mation (or access ther eto);
and
2.8. do such other and further acts and deeds as may be necessary to accomplish fully and to perfor m its duties under this Agr eement, subject to the limitations her ein provided.
- 3. Right to Audit. Either party may audit any and all recor ds of the other party relating to the Facility or the services provided her eunder on such dates and at such times as a party may reasonably request.
- 4. T er m. T he ter m of this Agr eement sha ll commenc e a s of the da t e not ed a bove, whic h is the same day as the NRC Operating License is being transferred to Operator, and the term shall continue until ter minated pursuant to Section 5 of this Agr eement.
- 5. Termination. This Agreement may be ter minat ed upon notice by eit her Party and upon the expiration of the Transition Period cont emplated by S ection 6, or upon ter mination of the NRC Operating Licens e.
- 6. Transition Period. A period of not less than six (6) months during which Operator will cooperate wit h anot her operator select ed by Owner in order to prepare for the transfer of operating responsibility pursuant to the NRC Operating License to a new operator, including obtaining the required approval of NRC and any other required regulatory approvals. The Transition Period shall end upon the transfer of operating responsibility, which shall occur no later ten (10) business days after receiving all required regulatory approvals. Operator agrees to cooperate and execute such documents as may be necessary to affect the transfer.
Encl. 5 p.2
- 7. Survival. The indemnification, release, and limitation of liability provisions contained in this Agreement shall survive termination to the extent they pertain to events giving rise to such indemnification, release and liability that occurred during the term of this Agreement. Further, it is agreed that in no event shall this Agr eement ter minate unless all payments requir ed under this Agr eement to have been ma de by the Owner to Operator shall have been made and all necessary regulatory approvals for ter mination of the NRC Operating License or transfer of responsibility for the Facility shall have been ob t a i n ed.
- 8. Resp ons ib ilit ies of Owner. Owner sha ll coop er a te wit h a nd a ssist Oper ator a nd pr ovide Operator with correct and reliable information and access to the Facility, as reasonably necessary for Operator to carry out and perfor m its dut ies under this Agr eement.
- 9. Price for Services. The price for the services provided by Operator to Owner pursuant to t his Agr eemen t s ha l l b e t he s u m of a ll of Op er a t or s cos t s ar is ing out of, or a s s ocia t ed wit h, t he per f or ma nc e of t his Agr eement by Operator and its agents or contractors, including but not limit ed to, dir ect labor costs, supervis ory and cler ical costs, employee b enefits costs, utility costs, materials and supplies costs, contractor costs, liabilit y, property and other insurance costs, federal, state and local taxes, administrative and genera l overhea d costs allocable to the p erfor ma nce of this Agr eement, depreciation and amortization costs, int erest expense, and expenses incurred to lease or rent equipment for perfor mance under this Agreement.
- 10. Monthly Reports. Upon request by Owner, Operator shall furnish Owner with a closing statement for each month, which statement shall report the significant operations of the Facility for the month in qu es t i on.
- 11. Insurance. Unless otherwise dir ected by Owner, Operator shall procure and maintain for Owner insurance coverage of the types and in t he a mounts as required by applicable NRC regulations and as generally maintained by t he industry.
- 12. R el ea s e of Op er a t or. In no event s ha l l Oper a t or be lia bl e t o O wner for a ny dir ect, indir ect,
incidental or consequential da mages, including, without limitation, liabilities for loss of profits or loss of use or cost of replacement power or any claim or demand against Owner by any person or entity, arising out of Operators performance or failure to perform this Agreement (including, without limitation, Operators, or any of its officers, dir ect ors or employees, own negligence or other basis, whet her arising i n or based upon t or t, fra ud, cont r a ct, str ict lia bi lit y, negl i genc e, br ea ch of fi duc ia r y duty or a ny ot her theor y of legal liability), even if Operator has been advis ed of the p ossibilit y of such liabilit ies, and Owner her eb y release Operator for any liabilit ies arising out of Operators perfor mance or failure to perfor m this Agr eement. Operator does not assume liability or responsibility to Owner for liabilities that may be suffer ed by Owner as a result of any action or inaction of Operator; provided, however, that nothing her ein shall relieve any party or person, other than Operator, from any responsibilit y to Operator or to Owner, whet her a ssumed by c ont r a ct or by op er a t ion of la w.
- 13. Indemnity. Owner shall protect, indemnify and hold Operator (including its officers, directors and employees) free and harmless from and against any and all liabilities (including, without limitation, all costs in connection with liabilities and in connection with the defense of causes of action, suits or other proceedings, including attorneys fees) of ever y kind and character, arising from or connect ed with the operation the Facility ther eof or for any da mage thereto, whether arising in or based upon tort, fraud, contract, strict liability, negligence, breach of fiduciary duty or any ot her theory of lega l liability or as a result of fines or other penalt ies imposed by NRC or other governmental authorit y.
Encl. 5 p.3
- 14. S cop e of I nd emn it y a nd R el ea s e. OWNER AC KNOW LEDGES T O OP ER AT OR T HAT T HE PROVISIONS OF T HIS AGREEMENT WHICH RELEASE OPERAT OR OR PROVIDE FOR T HE INDEMNIFICATION BY OWNER OF OPERATOR ARE INTENDED BY OWNER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW FROM TIME TO TIME, TO RELEASE AND SAVE AND HOLD HARMLESS AND INDEMNIFY OPERATOR FROM THE CONSEQUENCES OF OPERATORS OWN NEGLIGENCE (WHETHER ORDINARY OR GROSS, S O L E, J O IN T O R C O NC UR R E N T, OR ACT IVE OR P AS S IVE ) AN D R E C KL E SS OR INT E NT IO NAL C ONDUC T OR STR ICT L IAB IL IT Y OF OP ER AT OR.
- 15. Capacity, Liability and Release. Operator is entering into this Agreement as agent for and on behalf of Owner, and all obligations of Operator under this Agr eement are being incurred solely on behalf of, and shall be enforceable solely against, Owner. Rights being granted in favor of or retained by Operator her ein shall be held and enforceable by Operator, in its individual or corporate capacity. In no event shall Operator be liable to Owner for any da mages of any kind, dir ect, incidental or consequential, and Owner her eby releases Operator from liability for damages arising out of Operators performa nce, nonperfor ma nce or breach of this Agr eement.
- 16. Material Consideration. The Parties agree that the limitations on liability and indemnity provisions set forth in this Agreement are supported by the Parties respective contractual undertakings and other good and valuable consideration and acknowledge that the Parties would not have enter ed into this Agr eement in t he absence of the indemnification obliga tions and t he limitations on liabilit y undertaken by eit her or both Par ties.
- 17. Confident iality. Any infor mation belonging to a party her eto which such party designates as confident ial or proprietary shall not be disclos ed to any other person or entit y by the party receiving such infor mation, except to the extent disclosure is requir ed by law or as otherwise permitted with the consent of t he non-disc l osi ng pa r t y.
- 18. Power of Attorney. Owner hereby irrevocably appoints Operator, and any officer or agent ther eof, with full power of substitution, as its true and la wful attorney-in-fact with full and irrevocable power and authorit y in the place and stead of Owner and in the na me of Owner for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all reports, contracts, documents and instruments which ma y be necessary or desirable to accomplish the purposes of this Agreement.
- 19. Force Majeur e. Operators perfor mance of its obligations hereu nder shall b e excus ed t o the ext ent that perfor mance is prevent ed by an event beyond the r easonable control of Operator. Operator will use its reasonable efforts to remedy any such event as soon as possible, and perfor ma nce shall be resumed as soon as reasonably practicable after the cause has been removed.
- 20. Notices. Not ices, requ ests, cons ents, elect ions, reports, payments, or ot her commu nications requir ed or per mitt ed to be given or ma de her eunder shall be in writ ing and shall be deemed to be deliver ed upon delivery to the Operator or Owner at their principal place of business during regular business hours on a business day. Notices deliver ed after hours or on a weekend or legal holida y will be effective on the next business day. Address es shown below shall b e cons ider ed the principal place of business of each unless and unt il the ot her is notified in writ ing.
Encl. 5 p.4 Owner:
Holt ec Palisades, LLC Holt ec Technology Campus 1 Holt ec Blvd Camden, NJ 08104 Att ention: Willia m Gill
Operator:
Palisades Energy, LLC Holt ec Technology Campus 1 Holt ec Blvd Camden, NJ 08104 Att ention: Kelly Trice
- 21. Success or s in I nt er est; Ass ignment. Each and all of the covena nts, agr eements, ter ms, and provisions of this Agreement shall be binding on and inure to the benefit of the parties her eto and, to the extent permitted by this Agreement, their respective heirs, executors, administrators, personal representatives, successors and assigns. Neit her party ma y assign this Agr eement wit hout the prior writt en consent of the other party, which consent shall not be unreasonably withheld; provided, that either party may assign this Agreement to a wholly-owned affiliate of Holtec International upon written notice to the other party and receipt of any required regulatory approvals.
- 22. Severability. Any provision of this Agr eement which is invalid, illega l, or unenforceable in any respect in any jurisdiction shall be, as to such jurisdiction, ineffective to the extent of such invalidity, illegality or unenforceability without in any way affecting the validity, legality or enforceability of the remaining provis ions her eof, and any such invalidit y, illegality or unenforceabilit y in any jurisdiction shall not inva lidate or in any way affect the validity, lega lity or enforceability of such provision in any other jurisdict ion.
- 23. Waivers. The failur e or delay of any party to seek redr ess for violation of or to insist upon the strict performance of any obligation in this Agreement shall not be a waiver of that violation or ob li ga t i on or a wa iver of a s ubs equ ent a ct.
- 24. Third-Party Rights. Nothing in this Agr eement, expressed or implied, is intended, nor shall same be construed or interpreted, to confer any rights or remedies upon any person or entity not a party her eto, ot her than the per mitt ed successors or assigns of a party her et o.
- 25. Entire Agreement; Amendments. This Agreement contains the entire agreement and understanding between Owner and Operator concerning the operation of the Facility, and supersedes and replaces any and all prior agreements, both verbal and written. This Agr eement may only be a mended in writ ing, signed by both parties.
- 26. No Partnership or Joint Venture. Not hing in t his Agr eement shall be deemed or construed to create a partnership, joint venture or any similar relationship or create any fiduciary duties between Operator and Owner.
Encl. 5 p.5 IN WITNESS WHEREOF, the parties her eto have ex ecuted and deliver ed t his Agr eement as of the day and year first above written.
OWNER:
HOLTEC PALISADES, LLC
By: __________________________________
Name:
Title:
OPERAT OR:
PAL I S ADE S E NE RG Y, L L C
By: __________________________________
Name:
Title:
Encl. 5 p.6 ENCLOSURE 6
FORM OF SUPPORT AGREEMENT
THIS SUPPORT AGREEMENT (as amended, supplement ed or other wise modified from time t o time, this Agreement), dated as of _______, 20__, between Holtec Inter national, a Delaware limited liabilit y compa ny (the Parent), and Holt ec Palisades, LLC, a Delaware limit ed liabilit y compa ny (the Owner).
WHEREAS, the Parent indir ectly owns and controls the limited liability compa ny inter ests of th e Owner;
WHEREAS, the Owner is the NRC-licensed owner of the Palisades Nuclear Plant (Palisades) a nd it s assoc ia t ed I ndep endent Spent Fuel Stora ge Inst a llat i on ( IS F S I) (collect ivel y, the F a cilit y);
WHEREAS, Parents subsidiary Palisades Ener gy, LLC (Operator) is the licensed operator of the Facilit y and Owners agent pursuant to an Operator Services Agr eement bet ween Owner and Op erator dat ed even her ewith; a nd
WHEREAS, in connection with the return to full power operations and the transfer of control of the Facilitys NRC license, Parent and Owner desire to take certain actions to enhance and maintain the financial condition of the Owner as her eina ft er set for th in order to ensur e its ability to pa y the costs and exp ens es rela t i n g to th e op era t io ns and ma int ena nc e of th e Fa cil it y;
NOW THEREFORE, in consideration of the mutual promises herein contained, the parties her et o agree as f ollows:
- 1. Subsidiary Payments. At all times while this Agreement is in effect and subject to the limitations set forth in paragraphs 3 and 4, the Parent agrees th at it will make, or cause one of its subsidiaries to make, to the ext ent necessary, a Support Payment (as defined in paragraph 2) to the Owner in order to ensur e that the Owner has suffic ient liquidity in order to pa y the costs and exp enses relating to the oper a tions and ma int enance of t he Facilit y. Any Support Payments r equired b y this A gr eement shall b e made not lat er than the end of the next fiscal quarter.
- 2. Commitment to Provide Capital. If during the ter m of this Agr eement, the Parent is required to ma ke a Support Payment to the Owner, such payment ma y be provided by the Parent, or any subsidiary of the Parent, at the Parents option, eit her as an equit y invest ment or capital contribution or as a loan, in each case in cash or other liquid assets (any of the for egoing, a Support Payment ). If such payment is advanced to the Owner as a loan, the loan shall be on such terms and conditions, including maturity and rate of int erest, as the Parent and the Owner shall agree.
- 3. Limitation of the Parents S upport Obligations. Each of the Parent and the Owner agrees th at the Parent shall not be required to ma ke, or cause its subsidiaries or affiliat es to make, Support Payments to the Subsidiary Owner in excess of $75 million in the aggr egate.
- 4. Not a Guaranty. This Agreement, its provision s a nd any actions pursu ant her et o by the Parent sha ll not constitut e or be deemed t o constitut e a direct or indirect guaranty by the Parent of any indebt edness for borrowed money or other obligation or liabilit y of any kind or character whatsoever of the Owner.
Encl. 6 p.1
- 5. Rights of Participants and Creditors. The obligations of the Parent pursuant to this Agr eement are to the Owner only and do not run to and are not enforceable directly by any cr edit or of the Owner or other ent ity or person, nor shall this Ag reement caus e the Parent to be responsible for payment of any obligation of the Owner to any creditor or other entit y or person or give rise to any recourse by any credit or or other entity or person to or against the Parent or any of its assets or properties.
- 6. Waivers. Any failure by any party hereto, at any time or times hereafter, to require strict perfor mance by the ot her party of any provision of this A gr eement shall not waive, affect or diminish any right of any party thereafter to demand strict compliance and performance therewith. None of the agreements contained in this Agreement shall be deemed to have been suspended or waived by any party her eto unless such suspension or waiver is in writing.
- 7. Amend ments a nd T er mination. Subject to paragraph 10, this Agreement ma y b e amended, modified or ter minated at any time by the parties her eto only by a written instrument signed by both t he Parent and the Owner. This Agr eement shall t er minat e at such time as Parent is no longer the dir ect or indir ect owner of any of the ownership inter ests in Owner. This Agr eement shall also ter minate whenever the Facility permanently ceases commercial operations and certification is made as to the permanent removal of fuel from the r eactor vess el.
- 8. Successors. This Agr eement sha ll be binding upon, and shall inur e to the benefit of, the parties her eto and their respective successors a nd assi gns, provided that the Owner ma y not assign, transfer or pledge its rights her eunder without the prior writt en consent of the Parent. This Agr eement is not int ended for the benefit of any entity or person other than t he parties her eto, and shall not confer or be deemed t o confer upon any ot her such entit y or person any benefit s, rights or remedies her eunder.
- 9. Governing Law; Severability. This Agreement and all rights and obligations her eunder shall be governed by and construed and enforced in accordance with the laws of the State of _____. Whenever possible, each provision of this Agreement shall be int erpret ed in such a manner as to be effect ive and vali d under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without it invalidating the r ema inder of such provisions or the rema ining provisions of this Agr eement.
- 10. Notice to NRC. Owner shall take no action to cause Parent, or its successors and assigns, to void, ca ncel, or modify the commit ment to pr ovide financia l support to Owner as set for th in this Agr eement or cause Parent to fail to p erfor m or impair its perfor mance under the commit ment, or remove or int erfer e wit h Owner s ability to draw upon t he commit ment, wit ho ut the pr ior writt en consent of the Dir ector of th e Office of Nuclear Reactor Regulation of the Nuclear R egulatory Commission (NRC). Also, Owner shall inform NRC in writing any time that it draws upon the commitment to provide capital by obtaining a Support Payment.
[Signatures on Following Page]
Encl. 6 p.2 IN WITNESS WHEREOF, the parties her eto have caused this Agreement to be executed and deliver ed by their respective officers ther eunto duly authorized as of the da y and year first above writt en.
HOLTEC INTERNATIONAL
Name:
Title:
HOLTEC PALISADES, LLC
Name:
Title:
Encl. 6 p.3