4-Attachment B Scope of Work.docx

ATTACHMENT B SCOPE OF WORK

#AS27-7

Utah Office of Energy Development (OED) (In Coordination with the U.S. Department of Energy)

1. Introduction The State of Utah and the U.S. Department of Energy (DOE) have signed a non-binding Memorandum of Understanding (MOU) to host a Nuclear Lifecycle Innovation Campus (NLIC) in Utah. Furtherance of this partnership requires the execution of a binding Host State Operating Agreement ("Host Agreement") between the State and the DOE to govern the terms, conditions, and operations of the NLIC.

The State of Utah, through the Office of Energy Development (OED), seeks an experienced external contractor ("Awardee") to facilitate, draft, and finalize a comprehensive Host Agreement acceptable to both the State and the DOE. It is anticipated that a finalized Host Agreement must be fully prepared and ready for signature by September 30, 2026.

1.1 Background

At the direction of the Utah State Legislature and Governor Spencer Cox, OED responded to a DOE Request for Information (RFI) to host an NLIC on March 30, 2026. An NLIC is a specialized facility where the entire nuclear fuel cycle—including conversion, enrichment, fuel fabrication, spent fuel reprocessing, and permanent waste disposition—is co-located within a secure campus.

OED’s response to the RFI initiated advanced discussions with the DOE. The execution of a Host Agreement is a mandatory precursor to Utah hosting the NLIC. Under this public-private partnership, the State and the DOE will share operational responsibilities, the exact division of which will be determined and formalized through the drafting process of this Host Agreement.

· The State of Utah’s full RFI response can be accessed here: https://energy.utah.gov/wp-content/uploads/1.-Utah-OED-Establishment-of-Nuclear-Lifecycle-Innovation-Campus-DOE-RFI-Reponse_3.31_FINAL-compressed.pdf

· The signed bilateral MOU will be provided as an attachment to this SOW.

1.2 Scope of Work

General Project Description The State of Utah, through the OED, requires the services of an expert Awardee to facilitate, draft, and finalize a legally compliant Host Agreement. This document will establish the operational, regulatory, and financial foundation for the NLIC in Utah, facilitating a first-of-its-kind co-located uranium fuel cycle facility.

Project Accomplishments & Significance Through this procurement, the State of Utah intends to secure a definitive, binding operational roadmap that solidifies a viable public-private partnership with the DOE. This project is highly significant as it establishes the regulatory, structural, and financial precedents necessary to execute co-located nuclear lifecycle operations. It directly supports national energy security, advanced nuclear manufacturing, and long-term waste disposition strategies under a shared-governance model.

Overall Goals and Objectives

· Goal 1: Establish a Comprehensive Legal and Operational Framework

· Objective 1.1: Draft a structured agreement defining the precise division of operational duties, liabilities, communications frameworks, and governance structures between Utah and the DOE.

· Objective 1.2: Incorporate legal feedback from the Utah Attorney General’s Office and DOE counsel to ensure complete regulatory compliance.

· Goal 2: Formulate Financial and Infrastructure Solutions

· Objective 2.1: Incorporate viable frameworks for the financing and capital structure of the NLIC.

· Objective 2.2: Define parameters for the development of nuclear/industrial product lines and the critical infrastructure necessary to enable them, including permanent nuclear waste disposal.

· Goal 3: Deliver an Execution-Ready Host Agreement

· Objective 3.1: Maintain an aggressive, iterative drafting schedule driven by high-frequency stakeholder feedback.

· Objective 3.2: Present a finalized Host Agreement prepared and certified for signature by the executive leadership of both parties prior to the State's procurement deadline.

Methodology and Execution The Awardee will execute this project utilizing a highly collaborative, iterative drafting methodology. Methods will include:

· Daily Facilitated Consultation: Leading high-frequency working sessions (as often as daily) with OED and DOE representatives to resolve operational and structural details.

· Legal Interfacing: Coordinating directly with the Utah Attorney General's Office and DOE legal counsel to embed compliance checkpoints early in the drafting phases.

· Expert Integration: Synthesizing nuclear fuel cycle logistics, large-scale infrastructure financing strategies, and Nuclear Regulatory Commission (NRC) compliance standards into clear, binding contractual clauses.

Materials Needed to Perform To successfully execute this scope of work, the Awardee will be provided with and must utilize the following materials:

· The fully signed, non-binding MOU between the State of Utah and the DOE.

· The State of Utah’s official response to the DOE Request for Information (RFI) dated March 30, 2026.

· Relevant state and federal statutory references governing public-private partnerships, NRC regulations, and waste disposition criteria.

· Secure collaborative digital workspaces for real-time document editing, version tracking, and legal redlining.

Detailed Project Duration and Estimated Timeline The total duration of this project spans from the immediate date of contract award through final execution on or before September 30, 2026. Timeline of project may be extended as needed.

1.3 Requirements

The successful Awardee must possess and demonstrate the following qualifications:

· Nuclear Industry Expertise: Extensive experience with the civilian nuclear power industry in the United States, including direct experience working with the Nuclear Regulatory Commission (NRC), the nuclear fuel cycle, and large-scale nuclear infrastructure projects.

· Public-Private Partnership (P3) Experience: Proven track record of helping clients draft complex agreements for high-level public-private partnerships, with a strong preference for candidates who have facilitated P3s specifically within the nuclear or energy sectors.

· Legal & Regulatory Capability: Robust legal expertise to assist the State in navigating the unique legal complexities of a joint state-federal operating agreement.

· Financial Strategy: Proven experience in the financing of large public-private infrastructure partnerships and the capacity to assist the State and the DOE in developing a successful financing strategy for the NLIC.

Per the signed MOU, the Awardee will use its expertise to guide the State and the DOE on how to best structure the Host Agreement to fully govern:

1. The financing and capital structure of the NLIC;

2. The development of nuclear and industrial product lines at the NLIC; and

3. The development of support infrastructure at the NLIC, including the permanent disposal of nuclear waste.

2. Compliance Due to the condensed project timeline, the Awardee is expected to maintain constant communication with project stakeholders.

· Meeting Cadence: Meetings with the State and the DOE may occur as frequently as every day during active drafting phases to address questions, receive immediate feedback, and report progress.

· Legal Review: Separate consultation sessions with the Utah Attorney General’s Office and the DOE legal counsel will be required. The Awardee must build sufficient review windows into the schedule to allow both legal teams to review, redline, and certify that the Host Agreement meets all state and federal statutory requirements.

The finalized Host Agreement will comply with the State of Utah's contract requirements if:

· It is formally accepted and approved by both the State of Utah and the DOE.

· It provides a clear, executable framework for the successful development and operation of the NLIC.

· It addresses all structural, operational, and liability topics necessary for a secure state-federal public-private partnership.

· It fully resolves the following core matters:

· Financing and capital structure of the NLIC;

· Development of nuclear and industrial product lines at the NLIC; and

· Development of infrastructure necessary to enable those product lines, including the permanent disposition of nuclear waste.

3. Project Deliverables The primary, final project deliverable is a finalized Host State Operating Agreement, fully approved by both parties' legal counsels and ready for signature on or before September 30, 2026.

To reach this milestone, the Awardee must produce and manage the following sequential deliverables:

1. Draft Outline of the Host State Operating Agreement

2. First Draft of the Host State Operating Agreement

3. Second Draft of the Host State Operating Agreement (incorporating stakeholder and preliminary legal feedback)

4. Final Draft of the Host State Operating Agreement (incorporating final legal reviews and certifications) Note: The Awardee is encouraged to propose additional supporting deliverables (e.g., risk matrices, briefing memos, or financial model outlines) necessary to secure the primary deliverable.

4. Project Timeline The hard deadline for a completed, signed Host Agreement is September 30, 2026. The Awardee is responsible for assisting the State of Utah in meeting this schedule.

Approximate Project Milestone Deadlines:

· August 17, 2026: Initial draft of the Host Agreement completed and delivered for joint OED and DOE review.

· August 31, 2026: Second draft of the Host Agreement delivered, incorporating initial feedback and redlines.

· September 14, 2026: Final draft of the Host Agreement delivered for final executive and legal review.

· September 28, 2026: Completed Host Agreement packaged and prepared for formal signature.

· September 30, 2026: Execution of the Host Agreement by the Parties.

All deadlines are subject to minor adjustments. The Awardee will cooperate with the State to establish workable intermediate deadlines. The Awardee must ensure that drafts are submitted with sufficient lead time to allow state stakeholders and legal counsels to review, provide feedback, and issue approvals to proceed to successive stages.

5. Project Budget The maximum allowable budget for all services, deliverables, and expenses under this Scope of Work is $500,000.