Exhibit 10.21
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS EXHIBIT. THE REDACTIONS ARE INDICATED WITH “*[REDACTED]*”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.
AMENDMENT NO. 1 TO CONSULTANCY AGREEMENT
This Amendment No. 1 (this “Amendment No. 1”) to the Agreement (defined below) is made on January 1, 2013 and entered into by and between The Federal Authority for Nuclear Regulation, established pursuant to United Arab Emirates Federal Law No. (6) of 2009, whose principal office is at Crescent Tower, Mezzanine Floor, Sheikh Zayed First Street, Khalidiya, P.O. Box 112021, Abu Dhabi, United Arab Emirates (“FANR”) and Lightbridge Corporation, whose principal office is at 1600 Tysons Boulevard, Suite 550, Tysons Corner, VA 22102 USA, (the “Consultant”), each a “Party” and collectively the “Parties”.
RECITALS
| A. | WHEREAS, FANR and the Consultant entered into a consultancy agreement on the 15th day of July 2012, pursuant to which. FANR engaged the Consultant to provide certain consultancy services in relation to the nuclear sector (the “Agreement”). |
| B. | WHEREAS, Part 4 (2013 Services) of Schedule 1 to the Agreement requires (i) the Consultant to submit to FANR a draft services schedule for the services to be performed by the Consultant under the Agreement in 2013 complete with a comprehensive list of its Personnel with the hourly rates for each and (ii) that once such schedule has been agreed between the Parties in writing (the “Schedule”) it shall be incorporated into the Agreement by written amendment. |
| C. | WHEREAS, the Parties now wish to amend the Agreement as described herein to incorporate the Schedule. |
NOW THEREFORE, in consideration of the mutual covenants and conditions set forth in the recitals above, which are incorporated herein by reference, the Parties hereby agree as follows:
| 1 | AMENDMENT TO THE AGREEMENT |
Part 4 (2013 Services) of Schedule 1 to the Agreement shall be amended, restated and replaced in its entirety with the attachment hereto. | |
| 2 | MISCELLANEOUS |
| 2.1 | Binding. The Parties acknowledge and agree that, subject to paragraph 2.3 of this Amendment No. 1, the provisions of the Agreement remain in full force and effect. |
| 2.2 | References to “this Agreement” or similar. Each reference in the Agreement to “this Agreement”, “hereunder” or words of like import referring to the Agreement shall mean and be a reference to the Agreement, as amended by this Amendment No. 1. |
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| 2.3 | Precedence. In the event of any discrepancy, ambiguity or inconsistency between the content of this Amendment No. 1 and any provision of the Agreement in relation to the matters covered herein, the provisions of this Amendment No. 1 shall take precedence and shall prevail to the extent of such conflicting provisions of the Agreement. |
| 2.4 | Successors and Assigns. This Amendment No. 1 shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. |
| 2.5 | Third Party Rights. Except as explicitly provided herein, no person may enforce any of the terms, provisions or rights under this Amendment No. 1 or shall have any third party rights of any kind. |
| 2.6 | Counterparts. This Amendment No. 1 may be signed in any number of counterparts, and each Party may sign one or more counterpart. The counterparts shall together form and be construed as one and the same document. |
| 2.7 | The provisions of clauses (4) Representations and Warranties, 5 (Personnel and Staff), 7 (Intellectual Property), 10 (Relationship between the Parties), 11.1 (Indemnification), 11.2 (Consequential Loss),16 (Confidentiality), 17 (Assignment), 18 (Amendment), 19 (Force Majeure), 21 (Notices), 22 (Conflicts), 24 (Waiver), 25 (Further Assurance), 26 (Costs), 27 (Third Party Rights), 28 (Entire Understanding), 29 (Severance), 30 (Set-off and Counterclaim), 31 (Governing Law), and 32 (Dispute Resolution) of the Agreement shall applymutatis mutandisto this Amendment No. 1. |
[Signature page follows]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment No 1 as of the day and year first above written.
For and on behalf of:The Federal Authority for Nuclear Regulation
| By: | /s/ William D. Travers | |
| Name: | William D. Travers | |
| Title: | Director General | |
| For and on behalf of:Lightbridge Corporation | ||
| By: | /s/ Seth Grae | |
| Name: | Seth Grae | |
| Title: | President and Chief Executive Officer | |
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ATTACHMENT
2013 SERVICES
| 4 | 2013 SERVICES |
| 4.1 | For the period beginning January 1, 2013 and ending on December 31, 2013 the Consultant shall, to the extent requested by FANR through Task Order(s), perform the Services described below (each a “Task”). |
| 4.2 | In general, the Consultant will support the goals of FANR by providing on-going strategic advice and assistance to FANR. This includes proactively identifying issues and proposing solutions to ensure FANR meets its regulatory objectives, and responding quickly with appropriate expertise to requests from FANR. |
Task 1 – Licensing Process and Guidelines for Nuclear Facilities
Summary
Support FANR to implement licensing guidance and guidelines and to identify/resolve licensing issues to support the review of license applications for nuclear facilities.
Objective
The objective of this Task is to support FANR to implement processes, procedures, guidelines, and criteria, and resolve issues in order to effectively and efficiently review nuclear facility license applications.
Scope of Work
The Consultant will support FANR to implement licensing guidance that is necessary for the assurance of safety, security and safeguards for siting, constructing, and operating nuclear facilities. This includes providing assistance and advice to FANR to assist in the identification and resolution of licensing issues.
The work activities and estimated hours for these activities are:
| ACTIVITIES | Staff Hours | ||||
| Q1 | Q2 | Q3 | Q4 | Total | |
| Support implementation of licensing guidelines and assist in identifying and resolving licensing issues | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
| TOTAL | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
__________________________________________
**[Redacted]* indicates confidential information that has been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential information has been submitted separately to the U.S. Securities and Exchange Commission.
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Key Personnel
*[Redacted]*
FANR identify licensing issues for resolution. FANR will review proposed solutions to issues and provide any comments to the Consultant for resolution.
Task 2 – Regulations and Regulatory Guides for Nuclear Facilities
Summary
Provide support to FANR for identifying and developing safety regulations and regulatory guides to support submission and review of license applications for construction and operation of nuclear facilities.
Objective
A major part of FANR’s mission is to make safety and security decisions on license applications to site, construct and operate nuclear facilities. The Nuclear Law, regulations and supporting documents help implement this responsibility. These documents will also help ensure the quality of ENEC’s applications and decisions made by FANR. The overall objective of this Task is to assist FANR in implementing its regulatory responsibility by identifying and developing regulations and regulatory guides for nuclear facilities.
Scope of Work
The Consultant will support FANR in the development of regulations and regulatory guides for the assurance of safety, security and safeguards for siting, constructing and operating nuclear facilities.
The specific regulations and guides to be developed, and their development schedule will be determined by FANR. Development of regulatory guides will follow the development of the regulations and they will be based on a review of the IAEA requirements and guides, the “Country of Origin” guides, the United States’ guides and other countries’ guides, as appropriate. For each regulation, a “comparison analysis” with the appropriate IAEA standard(s) will also be developed.
The Consultant will also support FANR in the development of a “basis file” or similar document for FANR regulations, which would provide a historical perspective of the regulation or guide and the various reasons for it and input to it.
__________________________________________
**[Redacted]* indicates confidential information that has been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential information has been submitted separately to the U.S. Securities and Exchange Commission.
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The work activities and estimated hours for these activities are:
| ACTIVITIES | Staff Hours | ||||
| Q1 | Q2 | Q3 | Q4 | Total | |
| Regulations and regulatory guides development support | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
| TOTAL | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
Key Personnel
*[Redacted]*
FANR Support
FANR will determine what regulations and guides to pursue and on what time schedule. FANR will provide guidance for developing regulations, and review draft regulations and guides provided to it by the Consultant and provide comments.
Task 3 – Safeguards and Export/Import Program Regulatory Support
Summary
The Consultant shall support FANR to develop and implement the UAE national safeguards and export/import program to regulate the tracking and monitoring of, and accounting for, regulated material, as defined in the Nuclear Law (“Regulated Material”), to implement safeguards agreements through the conduct of specific activities, and to implement systems to control the export/import of Regulated Material.
Objective
The overall objective is to support the development of regulations and procedures; and define programs and activities that can be used by FANR to license, provide regulatory oversight, track, monitor and account for nuclear material to deter and protect against theft or diversion of such materials. This includes Regulated Material control and accountability and implementation of the FANR responsibilities regarding import/export controls.
Scope of Work
The Consultant will support FANR in the development/implementation of an effective and efficient safeguards program, including export/import controls. This includes:
| • | Assisting in the development of safeguards and export/import regulatory guides; |
| • | Reviewing licensed safeguards and export/import activities; and |
| • | Supporting safeguards inspections, including the IAEA complimentary access. |
__________________________________________
**[Redacted]* indicates confidential information that has been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential information has been submitted separately to the U.S. Securities and Exchange Commission.
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The work activities and estimated hours for these activities are:
| ACTIVITIES | Staff Hours | ||||
| Q1 | Q2 | Q3 | Q4 | Total | |
| Safeguards and export/import regulations, licensing and inspection support | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
| TOTAL | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
Key Personnel
*[Redacted]*
FANR Support
FANR will determine what regulations and guides to pursue and on what time schedule. FANR will provide guidance for developing regulations, and review draft regulations and guides provided to it by the Consultant and provide comments.
Task 4 – FANR Operating Experience Program
Summary
Provide assistance to FANR in establishing an operating experience feedback program, including obtaining foreign countries’ experience and guidance in relation to the siting, construction and operation of nuclear power reactors. The program shall also be designed to collect and analyse experience for other nuclear programs relevant to safety and to share FANR experience with international organizations.
Objective
The objective of this Task is to assist FANR in achieving its safety mission for nuclear power plants and other nuclear programs relevant to safety. The review and understanding of previous experience will provide insight to help focus FANR regulatory activities so as to achieve the highest level of safety. Such review will also help avoid mistakes that have been made in existing nuclear programmes.
Scope of Work
The Consultant will assist FANR to design and implement an effective operating experience program that is focused on FANR’s needs and is results oriented. This includes developing and implementing a program and projects plans. The Consultant will give first priority to knowledge transfer related to operating experience in connection with the siting and construction of nuclear power plants in other countries (especially China, Finland, France, Japan, Korea and the United States).
__________________________________________
**[Redacted]* indicates confidential information that has been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential information has been submitted separately to the U.S. Securities and Exchange Commission.
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IAEA documents and discussions with key personnel involved with operating experience will also be examined for relevant information. The Consultant will interact with regulators and vendors in the selected countries to obtain appropriate data, and will assist FANR to develop memoranda of understanding (“MOUs”), as requested by FANR. The Consultant will analyse the data obtained and provide reports to FANR. Once these activities for siting and construction experience data are completed, foreign experience data from nuclear power plant operations and other safety-related nuclear programs, especially for start-up and power ascension, will be collected and analysed.
The work activities and estimated hours for these activities are:
| ACTIVITIES | Staff Hours | ||||
| Q1 | Q2 | Q3 | Q4 | Total | |
| Support the development of a program related to Construction Operating Experience Feedback (COEF) | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
| TOTAL | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
Key Personnel
*[Redacted]*
FANR Support
As necessary and where possible, facilitate access to foreign regulatory organizations and vendors.
Task 5 – Nuclear Facilities Inspection Program Support
Summary
Support FANR to develop and implement an inspection and assessment program for nuclear facilities and vendors.
Objective
The objectives of this Task are to assist FANR to develop and implement a construction and operations inspection program, and perform its safety regulatory oversight responsibilities. Specifically, (I) the Consultant will develop draft new or modifications of the elements of FANR’s inspection program; (2), the Consultant will help FANR conduct reviews and inspections of site activities, ENEC quality assurance, including related vendor manufacturing and fabrication activities, and other construction related activities; and (3) the Consultant will help FANR conduct licensee assessments. The Consultant will also assist with training/mentoring of newly certified FANR inspectors.
__________________________________________
**[Redacted]* indicates confidential information that has been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential information has been submitted separately to the U.S. Securities and Exchange Commission.
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Scope of Work
The Consultant will assist FANR in the development of its inspection program. The Consultant shall assist in completing or modifying inspection instructions, maintaining an inspection manual and developing enforcement instructions/guidelines.
The Consultant will provide experienced inspection support to facilitate FANR’s inspections and assessments of ENEC’s site activities and Management System as defined in the Nuclear Law, FANR regulations or license conditions, vendor activities and other construction or operations related activities.
The Consultant will assist with the license performance assessment using FANR procedures and instructions.
The work activities and estimated hours for these activities are:
| ACTIVITIES | Staff Hours | ||||
| Q1 | Q2 | Q3 | Q4 | Total | |
| Inspection Program Development Support | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
| Conduct Inspections | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
| TOTAL | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
Key Personnel
*[Redacted]*
FANR Support
Provide reasonable site access and lead inspections. Review, comment and approve the inspection instructions developed by the Consultant.
Task 6 – International Agreements and Conventions Implementation
Summary
Provide assistance to FANR for implementing international agreements and conventions.Objective The UAE has entered into multilateral agreements with the IAEA and has become a party to nuclear and radioactive waste/spent fuel safety conventions. The overall objectives of this Task are to assist FANR in meeting the UAE obligations under these conventions, and support FANR in their preparation for receiving IAEA safety services.
__________________________________________
**[Redacted]* indicates confidential information that has been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential information has been submitted separately to the U.S. Securities and Exchange Commission.
9
Scope of Work
The Consultant will support FANR’s preparation for and development of the UAE national report for the IAEA Convention on Nuclear Safety (the “CNS”) 6th Review Meeting and other IAEA or international activities. In carrying out this scope of work, the Consultant will train and mentor FANR employees in order to facilitate knowledge transfer.
The work activities and estimated hours for these activities are:
| ACTIVITIES | Staff Hours | ||||
| Q1 | Q2 | Q3 | Q4 | Total | |
| IAEA Convention on Nuclear Safety (the “CNS”) 6th Review Meeting Support | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
| Other IAEA activities, including Fukushima related activities | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
| TOTAL | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
Key Personnel
*[Redacted]*
FANR will review detailed outlines, and drafts of reports provided to it by the Consultant and provide comments; provide insights into any unique UAE requirements and policies that must be considered; and facilitate interaction with ENEC and other UAE government organizations where necessary.
Task 7 – Other Advice and Assistance for Nuclear Regulatory Program
Summary
Provide advice and assistance to FANR management and staff for activities not specified in the other Tasks, when requested by FANR in a Task Order (i.e. “on call” assistance and advice). This may include but not be limited to providing assistance and advice in identifying and resolving technical, policy and administration issues and defining and implementing regulatory strategy for licensing reviews and inspections.
Objective
New issues/questions (e.g. implementation of the new Nuclear Liability Law) will arise as FANR develops and implements its regulatory and administration program and activities, and new managers and staff are hired. The objective of this Task is to assist FANR in meeting its regulatory responsibilities in a timely and effective manner. To this end, when requested by FANR in a Task Order, the Consultant will provide advice and assistance to help FANR develop and implement its nuclear regulatory program.
__________________________________________
**[Redacted]* indicates confidential information that has been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential information has been submitted separately to the U.S. Securities and Exchange Commission.
10
Scope of Work
The specific activities under this Task are unknown at this time, but will be identified and specified by FANR. Examples of past activities include assisting FANR recruit staff, development of job descriptions, evaluation of administration and regulatory policy questions, and assistance with the development of FANR products not within the scope of other tasks. The Consultant shall proactively suggest activities for FANR approval and will respond quickly with appropriate expertise to requests from FANR. The Consultant’s response to a FANR written request may be in the form of a written report, briefing, or discussion with FANR management via phone or in meetings.
Work activities will be in response to requests from the Director General, the Deputy Director General for Operations and/or the Deputy Director General for Administration, or their designee. The work activities and estimated hours for these activities are:
| ACTIVITIES | Staff Hours | ||||
| Q1 | Q2 | Q3 | Q4 | Total | |
| Advice and assistance to the Director General’s office | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
| Advice and assistance to the Operations Division | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
| Advice and assistance to the Administration Division | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
| TOTAL | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
Key Personnel
*[Redacted]*
FANR Support
FANR shall identify and decide issues/questions and activities on which advice and assistance is needed by FANR from the Consultant.
Task 8 – Radiation Safety Regulatory Support
Summary
Provide support to FANR for developing and implementing regulations, regulatory guides, license reviews and inspections in the radiation safety area, including waste and emergency planning and preparedness.
__________________________________________
**[Redacted]* indicates confidential information that has been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential information has been submitted separately to the U.S. Securities and Exchange Commission.
11
Objective
Support FANR implementation of licensing and inspection of Regulated Materials and waste safety, and internal FANR emergency preparedness and response, as well as those radiation protection and emergency preparedness and response activities associated with nuclear facilities.
Scope of Work Activities
The Consultant will support FANR in the development and implementation of an effective and efficient radiation safety regulatory program. This includes:
| • | Implementation of a program to license Regulated Materials users and radiation safety at nuclear facilities; |
| • | Implementation of an inspection program; |
| • | Implementation of improvements resulting from the IAEA IRRS mission; |
| • | Implementation of the UAE nuclear waste policy; |
| • | Identification of regulatory issues and proposing solutions; |
| • | Training and mentoring FANR staff; and |
| • | Supporting other radiation safety regulatory activities, such as the source registry, dose registry, internal FANR emergency preparedness and Incident Response Centre. |
Consultant support of the above will include (as decided by FANR) the long-term assignment of a senior staff to the FANR office to be managed by the Director of Radiation Safety Department.
The work activities and estimated hours for these activities are:
ACTIVITIES | Staff Hours | ||||
| Q1 | Q2 | Q3 | Q4 | Total | |
| Radiation Safety (as defined in the Nuclear Law) regulatory program support, including FANR emergency preparedness and incident response | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
| TOTAL | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
Key Personnel
*[Redacted]*
__________________________________________
**[Redacted]* indicates confidential information that has been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential information has been submitted separately to the U.S. Securities and Exchange Commission.
12
FANR Support
FANR will determine what regulations, guides, and review and inspection procedures to pursue and on what time schedule. FANR will provide guidance for developing regulations, and review draft regulations, guides and review procedures provided to it by the Consultant and provide comments. FANR will direct and supervise long-term staff assigned to FANR by the Consultant unless otherwise agreed.
Task 9 – Government Communications Support
Summary
Assist FANR’s Government Communications Department with the development of its international, UAE Government and information outreach activities.
Objective
The overall objective of this Task is to assist FANR to develop and implement an effective and efficient program for international cooperation, UAE Government cooperation, public communication outreach, and internal FANR communication and engagement.
Scope of Work
The Consultant will support FANR with the development and review of activities under the Government Communication Department scope of responsibility. This include, but is not limited to, activities in support of international cooperation, UAE Government cooperation and public communication outreach, internal FANR communication and engagement, and emergency communication.
The work activities and estimated hours for these activities are:
| ACTIVITIES | Staff Hours | ||||
| Q1 | Q2 | Q3 | Q4 | Total | |
| Government Communication Department programs and activities support | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
| TOTAL | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
Key Personnel
*[Redacted]*
FANR Support
FANR will determine what activities to pursue and on what time schedule. FANR will provide guidance for support requested from the Consultant.
__________________________________________
**[Redacted]* indicates confidential information that has been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential information has been submitted separately to the U.S. Securities and Exchange Commission.
13
Task 10 – Integrated Management System (IMS) Processes and Procedures, and Internal Operating Systems
Summary
Provide advice and assistance to FANR in completing the development and review of processes, procedures, instructions and templates to support the FANR IMS, and the development of support systems and tools.
Objective
The overall objective is to assist FANR in establishing a highly efficient and effective organization by continuing implementation and evaluation of the IMS, and implementation of support systems (e.g. document management system).
Scope of Work
The Consultant will work with FANR to develop, refine and finalize a series of processes, procedures and instructions needed to support the FANR IMS. The Consultant will also assist FANR in developing and implementing management support systems needed for effective and efficient operation (e.g., implementation of a FANR document management system.
The work activities and estimated hours for these activities are:
| ACTIVITIES | Staff Hours | ||||
| Q1 | Q2 | Q3 | Q4 | Total | |
| Develop and modify procedures in support of FANR IMS | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
| Assist with the development and implementation of FANR management support systems, including document management | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
| TOTAL | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
Key Personnel
*[Redacted]*
FANR Support
FANR will provide policy and program directions. FANR shall review, comment and approve work products provided to it by the Consultant.
__________________________________________
**[Redacted]* indicates confidential information that has been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential information has been submitted separately to the U.S. Securities and Exchange Commission.
14
Task 11 – Training and Development of FANR Staff
Summary
Provide assistance to FANR in developing and providing regulatory and technical training to the FANR staff, and developing and maintaining a knowledge management program.
Objective
The overall objective is to assist FANR to ensure that it has a highly qualified staff to accomplish FANR’s mission. The specific objective is to help identify FANR training needs and provide training to FANR staff in sufficient time for them to perform required regulatory responsibilities and assist FANR in capturing and transferring the knowledge of its program, activities and decisions.
Scope of Work
Based on key milestones for the regulatory program, utilizing the recognized Systematic Approach to Training (“SAT”) and FANR requirements for hiring, the training of the necessary staff will be identified by FANR with input from the Consultant. When requested by FANR in writing, the Consultant will work interactively with FANR to identify training needs, lectures and lesson plans from the SAT and develop technical, regulatory and leadership training course outlines or syllabus, and present the training to FANR staff. The Consultant will also assist FANR with the development of a competency framework for FANR’s organizational positions. The work activities and estimated hours for these activities are:
| ACTIVITIES | Staff Hours | ||||
| Q1 | Q2 | Q3 | Q4 | Total | |
| Develop and conduct training for FANR staff | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
| Competency framework development support | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
| TOTAL | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
Key Personnel
*[Redacted]*
FANR Support
Provide policy and program directions. FANR will define training needs. FANR shall review, comment and approve work products provided to it by the Consultant. FANR will provide appropriate facilities to conduct the training. FANR will facilitate access for the Consultant to interact with other regulatory bodies as necessary.
__________________________________________
**[Redacted]* indicates confidential information that has been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential information has been submitted separately to the U.S. Securities and Exchange Commission.
15
Task 12 – Security of Regulated Materials Regulatory Support
Summary
Provide support to FANR for developing and implementing regulatory guides, license reviews and inspections processes in the Regulated Materials security area.
Objective
The objective is the development of regulatory guides, procedures and instructions regarding the license process and inspection process associated with the security of Regulated Materials.
Scope of Work Activities
The Consultant will support. FANR in the development and implementation of an effective and efficient Regulated Materials security program. This includes support in the areas of regulations development, licensing and inspection.
The work activities and estimated hours for these activities are:
| ACTIVITIES | Staff Hours | ||||
| Q1 | Q2 | Q3 | Q4 | Total | |
| Security of Regulated Materials regulatory support | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
| TOTAL | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* | *[Redacted]* |
Key Personnel
*[Redacted]*
FANR Support
Each document established will be submitted to FANR by the Consultant for review and comment.
2013 Billing Rates
The rates for the Contractor’s Personnel shall be as set forth below.
Substitution of Personnel will be handled in accordance with clause 4(o) of the Agreement Invoices sent to FANR shall break down each partial hour worked into 1/10 of an hour increments based on the time actually spent in performing the Services.
__________________________________________
**[Redacted]* indicates confidential information that has been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential information has been submitted separately to the U.S. Securities and Exchange Commission.
16
| Personnel and consultants | 2013 Hourly Rate (USD) |
Pay Level I – Special Expert | |
| *[Redacted]* | *[Redacted]* |
| *[Redacted]* | *[Redacted]* |
| *[Redacted]* | *[Redacted]* |
| *[Redacted]* | |
| *[Redacted]* | *[Redacted]* |
| *[Redacted]* | *[Redacted]* |
| *[Redacted]* | *[Redacted]* |
| *[Redacted]* | *[Redacted]* |
| *[Redacted]* | *[Redacted]* |
| *[Redacted]* | *[Redacted]* |
| *[Redacted]* | *[Redacted]* |
Pay Level II – Senior Expert | |
| *[Redacted]* | *[Redacted]* |
| *[Redacted]* | *[Redacted]* |
| *[Redacted]* | *[Redacted]* |
| *[Redacted]* | *[Redacted]* |
| *[Redacted]* | *[Redacted]* |
| *[Redacted]* | *[Redacted]* |
| *[Redacted]* | *[Redacted]* |
Pay Level III – Project Support | |
| *[Redacted]* | *[Redacted]* |
Additional Consultant’s Personnel may be added to the above table only with the written consent of FANR, such consent to be given in FANR’s sole discretion.
2013 Hour Caps
The Task Order process shall be used in accordance with clauses 2.3 and 8.1 and Schedule 7 of this Agreement to determine the budget and applicable Fee associated with each Task Order. No Services shall proceed without a mutually agreed and executed Task Order. The hour caps for the Tasks performed under the Agreement for 2013 are indicated in the table below (the “Hour Caps”). The Hour Caps constitute a ceiling that shall not, without the prior written consent of FANR, be exceeded (excluding pre-approved travel costs, per diems and other pre-approved expenses, but inclusive of any discounts).
__________________________________________
**[Redacted]* indicates confidential information that has been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential information has been submitted separately to the U.S. Securities and Exchange Commission.
17
| Task | Amount |
| Task 1 - Licensing Process and Guidelines for Nuclear Facilities | *[Redacted]* total hours |
| Task 2 - Regulations and Regulatory Guides for Nuclear Facilities | *[Redacted]* total hours |
| Task 3 - Safeguards and Export/Import Program Regulatory Support | *[Redacted]* total hours |
| Task 4 - FANR Operating Experience Program | *[Redacted]* total hours |
| Task 5 - Nuclear Facilities Inspection Program Support | *[Redacted]* total hours |
| Task 6 - International Agreements and Conventions Implementation | *[Redacted]* total hours |
| Task 7 - Other Advice and Assistance for Nuclear Regulatory Program | *[Redacted]* total hours |
| Task 8 - Radiation Safety Regulatory Support | *[Redacted]* total hours |
| Task 9 - Government Communications Support | *[Redacted]* total hours |
| Task 10 - Integrated Management System (IMS) Processes and Procedures, and Internal Operating Systems | *[Redacted]* total hours |
| Task 11 - Training and Development of FANR Staff | *[Redacted]* total hours |
| Task 12 - Security of Regulated Materials Regulatory Support | *[Redacted]* total hours |
| TOTAL | *[Redacted]* |
FANR may only authorize increases to the Hour Caps if such authorization is in writing and signed by the Director General, the Deputy Director General for Operations and/or the Deputy Director General for Administration, or their designee.
Further, as noted in clause 8.4 of the Agreement, FANR may review the actual and projected scope of Services to be performed under the Agreement to ensure that the resources meet FANR’s requirements. If FANR determines that fewer resources are required, the Parties will mutually agree on a reduction to the Fees payable hereunder to reflect the necessary adjustments. For the avoidance of doubt, if any such reduction is implemented, the Hour Caps set forth above shall be subject to a corresponding reduction.
__________________________________________
**[Redacted]* indicates confidential information that has been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential information has been submitted separately to the U.S. Securities and Exchange Commission.
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