alfred consortium agreement

ALFRED CONSORTIUM AGREEMENTtowards the co-operation on the development of the Advanced Lead-cooled Fast Reactor European Demonstrator…

Reactor and Safety DepartmentMichele Frignani

Genoa – May 09-10, 2013

towards the co-operation on the development of the Advanced Lead-cooled Fast Reactor European Demonstrator…

ALFRED CONSORTIUM AGREEMENT

OUTLINE

Questions, organization, legal and technical aspects…

• Basic questions: why, who, how, when, what?

• Organization and Coordination

• Intellectual Property and Exchange of Information

• Miscellaneous Legal Aspects

• Detailed Scope of Work

• Concluding Remarks

Basic questions: why, who, how, when, what?


WHY DO WE NEED A CONSORTIUM AGREEMENT?

The background and status of the European LFR technology is well-known…

• EU needs for commercial ready energy technologies for medium term

• EU support to developing Gen-IV reactors (SET-Plan of SNETP, ESNII)

• EC Work Programme 2013 – Topic: Fission-2013-2.2.1 (reference to PP)

• EU new approach for H2020 for research and technical development

• LEADER project (7th FP) close to termination with promising results

• LFR selected as promising Gen-IV nuclear energy system (GIF, SNETP)

• ALFRED selected as ETDR in the SNETP SRIA

• Romanian Government confirmed its decision to host ALFRED (Pitesti as reference site option)

• MOU for ALFRED signed by ANSALDO, ENEA and INR in November 2011, expired on December 31st, 2012

• Russian development: BREST in operation by 2020



WHO IS INVITED TO JOIN THE CONSORTIUM?

Extended participation is welcome and appreciated…

• Participation open to whoever is willing to

– Share technical expertise, as a natural continuation of LEADER

– Continue co-operation for the development of LFRs and the implementation of ALFRED

– Strengthen cooperation, arranging it in a more structured way

– Define rights and obligations in the accomplishment of these objectives



HOW TO ACHIEVE OUR GOALS THROUGH A CONSORTIUM?

Through a phased approach and an evolving structure…

• Phase 1: establishment of an unincorporated consortium– Clear set of rights and obligations– Limited duration in time (18 months?)– Limited set of agreed achievable objectives– Clear division of responsibilities– Self-funded through in-kind contribution of each party– Cost sharing only for special expenditures (specific agreement)

• Next phase: definition of a detailed consortium agreement– Structure and scope to be defined and agreed between the parties– As more appropriate to perform the subsequent stages of the project– Depending on the achieved objectives and availability of funds– Enlargment to other qualified industrial and/or research organization



WHEN SHOULD WE SIGN THE CONSORTIUM AGREEMENT?

As soon as reasonably possible…

• Tentative schedule (proposed)– Signature no later than June 30, 2013– Reasonable duration of 18 months– Effective from date of first signature– Automatically terminated upon decision of the parties or because of the

entry into force of the detailed agreement

• Next phase to be started January, 2015– Schedule of next phases based on the LEADER roadmap– Phase 2: basic design, pre-licensing, site selection (2015-2018)– Phase 3: FEED, licensing (2018-2021)– Phase 4: construction, pre-operational tests, commissioning (2021-2026)– ALFRED full operation (2026-…)



WHAT ARE THE OBJECTIVES OF THE CONSORTIUM?

Let’s send a message to the EC through reasonable objectives…

• Topic: Fission-2013-2.2.1: PP in support […] of a federating body to ensure efficient EU coordinated research on Reactor Safety […]: “PP […] should aim at optimal coordination, cross-border operation and possible integration of national research actions of pan-European interest […]. This might lead to the possible setting-up and/or reinforcement of legal entities to reach optimal co-operation and joint programming. The PPs should aim at bringing the initiatives emerging today in different fields to the level of managerial, legal and financial maturity required to implement them.”

• Strategic, management, governance, financial and technical work– Technical: sharing of information, technical review, licensing and siting

preliminary review– Management: cost estimate and schedule review– Financial: assessment of financial instruments– Strategic: roadmap and implementation plan– Governance: promotion initiatives and coordinated actions



OUTLINE









COORDINATION GROUPS

Managers and Technical experts: the basis of any engineering structure…

• Management Group (MG): group of experts represented in the various tables of discussion (i.e. SNETP, ESNII Task Force, ESNII Team) will lead the strategy for LFR development and consequently taking decisions for the best progress of the works.

• Technical Group (TG): group of senior technical experts with the mission to define the best technological approaches and to find engineered solutions limiting as much as practicable the need for their qualification phases in order to ease the licensing process and to speed up the realization of ALFRED.

.

Organization and Coordination



LEADING PARTY

The leader has always additional duties and responsibilities…

• Leading Party: Ansaldo• Duties:

– act as a co-ordinator of the parties’ combined activities– enhance collaboration among the parties– ensure the successful implementation of the agreement

• Responsibilities:– co-ordination of the contributions by each party– verification of the compliance of each party’s contribution with the

respective sharing of scope– scheduling and co-ordination of technical, commercial and financial

discussions and negotiations with third parties– co-ordination of the MG and TG– organisation of regular SCMs (call, agenda, chairman and report)



STEERING COMMITTEE

Decisions have to be shared and agreed…

• 1 representative (full authority delegation) + 1 nominated alternate per party (they may change, but continuity preferred!)

• Quorum: majority of parties representatives, or nominees• 1 vote for each member (unanimity or majority TBD, depending on the

number of parties)• TG and/or MG representatives (reasonable number!) for specific matters• Responsibilities:

– general policy and supervision of foreseen activities– providing guidelines, or instructions to the MG and the TG– review and acceptance of the periodic reports, budgets and schedules– decisions about the launch of new phases (detailed agreement)– decisions about the participation of new eligible parties– resolution of any question referred to the SC by MG, TG or parties



OUTLINE








Intellectual Property and Exchange of Information


INTELLECTUAL PROPERTY AND EXCHANGE OF INFORMATION

We all respect each other and his know-how…

• Each party shall provide the benefits of all its experience, technical knowledge and skill to fulfil the objectives

• Agreed terms valid for 5 years after expiration or termination• Intellectual Property:

– each party owner of the IP rights on background info – specific agreement for any IP generated in the course of the CA

• Exchange of Information:– right to access to the information owned by the other parties reasonably

necessary to accomplish the objectives– strictly confidentiality on all information and data of any nature

disclosed within the agreement– exclusive property of the disclosing party– not usable for other purposes or disclosed to others



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Miscellaneous Legal Aspects


DEFAULT OF A PARTY

Everyone hopes this won’t be the case, but…

• Any defaulting party (due to insolvency, liquidation,… or failure to perform its obligations under this agreement) can be excluded from further participation by the other parties, without being released from any of its liabilities, undertakings or warranties

• The continuing parties shall carry on the scope of work of the defaulting party and are entitled to select and eligible new party to substitute the defaulting one

• Rights of the other parties: use documentation, equipment, materials for permanent incorporation in the project, take benefits of all the agreements entered by the defaulting party for any purpose related to the project



GOVERNING LAWS AND DISPUTES

We don’t want to make lawyers richer than they are already…

• Laws of France - Rules of Arbitration of the International Chamber of Commerce, Paris (but English language)

• All reasonable efforts in achieving prompt and equitable settlement of any controversy, claim, dispute, breach

• Whenever possible, amicable consultation and negotiation between their SC members and/or CEOs (confidential!)

• If not resolved within 30 days, then any party is free to refer the matter to binding arbitration



LIABILITIES AND MISCELLANEOUS

No liability as far as possible, and no right to bind the others…

• No liability for any special, indirect, incidental or consequential damages(e.g. loss of anticipated profits, loss of business reputation or opportunities,…), except in case of gross negligence or willful misconduct

• No individual party authorized to bind or commit the other parties, without the express prior written consent

• Neither this agreement, nor any interest, right or obligation herein, may be assigned to third parties, in whole or in part, without the prior written consent

• Official language: English

• Ansaldo is required to comply with the laws and regulations of the US/EU Export Control Laws – extended to the other parties in the frame of the agreement



OUTLINE








Detailed scope of work


SHARING OF INFORMATION AND TECHNICAL REVIEW

Looking for practical solutions and ease of licensing process…

• Field: Technical• Leader: Ansaldo• Scope of work:

– List and review of the deliverables previously produced, related to the ALFRED conceptual design.

– Sharing of technical information from past, ongoing and planned activities related to LFRs

– TG will contribute to the joint review of the ALFRED conceptual design and to define the best technological approaches and to find engineered solutions

– TG meeting (also videoconference) to discuss the design choices on the basis of the gained experience and of any available advance in the LFR technology

• Deliverable: “ALFRED Technical Review”



LICENSING AND SITING PRELIMINARY REVIEW

Hoping in a harmonized approach for siting and licensing of LFRs…

• Field: Technical• Leader: INR• Scope of work:

– Meetings with local regulatory bodies, ETSON and other organizations aimed at developing a harmonized approach to licensing procedures for Gen-IV reactors

– Investigation of specific requirements for site identification and characterization with respect to Gen-IV reactors

– Preparation of trans-boundaries consultations for public involvement in decision-making and public acceptance of the project (i.e. Decision in Principle)

• Deliverable: “ALFRED Preliminary Siting and Licensing Review”



COST ESTIMATE AND SCHEDULE REVIEW

Let’s find a cost effective solution and try to attract manufacturers…

• Field: Technical• Leader: Ansaldo• Scope of work:

– Joint review of the current cost estimate for the design and construction of ALFRED

– Evaluation of the impact of any potential design change, both in terms of design and construction

– Identification of any potential industrial supplier of the main Systems, Structures and Components (SSCs), as identified in the ALFRED design

– Preliminary industrial supply chain to possibly attract manufacturing companies as potential investors

• Deliverable: “ALFRED Cost and Schedule Review”



ASSESSMENT OF FINANCIAL INSTRUMENTS

In the end what really matters is money…

• Field: Financial• Leader: INR• Scope of work:

– Identification of the private/public funding mechanisms as potential source

– Investigation of EU financial instruments (e.g. DG-REGIO Structural Funds) for the design, construction and operation of research facilities, as well as site selection and pre-licensing activities

– Assessment of potential private financial instruments, including in-kind contribution of the main stakeholders involved or interested

– Estimate of the revenues expected to come from electricity selling• Deliverable: “Assessment of Financial Instruments for ALFRED”



ROADMAP AND IMPLEMENTATION PLAN

We need a winning strategy towards EC and investors…

• Field: Strategic• Leader: ENEA• Scope of work:

– Identification of constraints/risks (technical, financial, geo-political) potentially impairing the project implementation

– Identification of the needs to satisfy the necessary research activities and to overcome any potential risk

– Joint update of the strategic roadmap of the research activities– Joint draft of a preliminary implementation plan– Sensitization of the strategic role of governments in education and

training programs• Deliverable: “ALFRED Roadmap and Implementation Plan”



PROMOTION INITIATIVES AND COORDINATED ACTIONS

Towards an enlarged detailed agreement…

• Field: Governance• Leader: Ansaldo• Scope of work:

– Promotion at political/industrial/research level, through the widespread participation to conferences, workshops, restricted meetings

– MG represented in the various tables of discussion (i.e. SNETP, ESNII Task Force, ESNII Team) and may lobby to favour LFR as a very promising technology for Gen-IV development

– Consortium promotion (private/public meetings), to enlarge the participation of interested and qualified industrial/research organizations

– Coordinated development of a reference project, promoted at national level by NMS, to be funded by eligible international financial instruments

• Deliverable: finalization of the DETAILED AGREEMENT



BEYOND PHASE 1

Once fundings are secured and a roadmap established…

• Phase 2: basic design, pre-licensing, site selection (2015-2018)• Phase 3: FEED, licensing (2018-2021)• Phase 4: construction, pre-operational tests, commissioning (2021-2026)• ALFRED full operation (2026-…)

• Scope of work: to be agreed and detailed– R&D activities on critical issues– Licensing– Site evaluation– Design finalization– Education and training



OUTLINE








Concluding remarks..


CONCLUDING REMARKS

Once fixed the basic principles beyond the consortium agreement…

• Why: Background and status of the LFR technology is well-known…• Who: Extended participation is welcome and appreciated…• How: Through a phased approach and an evolving structure…• When: As soon as reasonably possible…

• Let’s send a message to the EC through reasonable objectives…• MG and TG: are the basis of the organization…• The leader has always additional duties and responsibilities…• Decisions have to be shared and agreed through the SC…• We all respect each other and his know-how…• Everyone hopes there won’t be a defaulting party, but…• We don’t want to make lawyers richer than they are already…• No liability as far as possible, and no right to bind the others…



CONCLUDING REMARKS

…we are open to discuss the scope of work and worksharing…

• Looking for practical solutions and ease of licensing process…

• Hoping in a harmonized approach for siting and licensing of LFRs…

• Let’s find a cost effective solution and try to attract manufacturers…

• In the end what really matters is money…

• We need a winning strategy towards EC and investors…

• Towards an enlarged detailed agreement…

• Once fundings are secured and a roadmap established…



CONCLUDING REMARKS

…and the name of our consortium for the pan-european cooperation on the development of the lead-cooled demonstrator…

• CONALF: CONsortium for ALFred

• FALCON: Fostering ALfred CONsortium

• PEC4LCD: Pan-European Consortium for Lead-Cooled Demonstrator

• …

Thank you for signing it!

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