09123-09 subcontract - University of North Dakota

Research Partnership to Secure Energy for America 

SUBCONTRACT AGREEMENT 

For Educational Institutions 

Cost Reimbursable Cost Share Contract 

SUBCONTRACTOR: SUBCONTRACT #: 09123-09 

University of North Dakota TYPE: Cost Reimbursable – Cost Share –No 

fee 

ADDRESS: 

81 Cornell St., Stop 8358 

Total Estimated Costs: $625,000 

Grand Forks, ND 58202 

Subcontractor Cost Share: $125,000 (20%) 

RPSEA Maximum Share: $500,000 

INTRODUCTION 

This Subcontract Agreement sets forth the Agreement between The University of North Dakota (UND,) 

herein after known as “SUBCONTRACTOR,” and Research Partnership to Secure Energy for America, a 

Texas corporation with principal offices in Sugar Land, Texas herein after known as RPSEA, CONTRACTOR 

relating to a Defined Effort to provide, “Enhanced Oil Recovery from the Bakken Shale Using Surfactant 

Imbibition Coupled with Gravity Drainage”. It is the desire of RPSEA and SUBCONTRACTOR to gain 

further knowledge concerning the subject matter of the Defined Effort. The effort to be performed by 

SUBCONTRACTOR under this Subcontract will be part of RPSEA’s Prime Contract DE-AC26-07NT42677 

that has been issued by the Department of Energy. The work, defined in Appendix 1, Statement of Work 

(SOW) will be performed on a Cost Reimbursable – Cost Share basis, in accordance with Schedule A, 

Specific Terms and Conditions, and any referenced documents in 18.0 Order of Precedence section of 

this Agreement 

SCHEDULE A 

SPECIFIC TERMS AND CONDITIONS 

1.0 PERIOD OF PERFORMANCE 

The term for this Subcontract is 36 months, beginning on the date signed by the RPSEA representative in 

Clause 19, unless amended in writing by mutual agreement of the parties. SUBCONTRACTOR is not 

obligated to continue work or provide services and RPSEA is not obligated to compensate 

SUBCONTRACTOR for expenses incurred or commitments made before or after these dates. 

1.1 ESTIMATED COST 

The estimated cost for the work to be performed under this Subcontract is: 

Estimated Total Cost: $625,000 

University of North Dakota Cost Share: $125,000 

RPSEA Maximum Share: $500,000 

09123-09 - University of North Dakota (WANG) 

Schedule A 1


1.2 FUNDING 

This Subcontract is funded on a cost reimbursable basis, not to exceed the amount of $500,000. The 

Energy Policy Act of 2005 requires the expenditure of 2.5% of the total estimated costs of this 

agreement on technology transfer activities. RPSEA and SUBCONTRACTOR will determine the activities 

that will comprise 1.5% of the agreements’ total estimated costs for this project, and RPSEA reserves 1% 

of the agreement’s total estimated costs for program level technology transfer activities. Thus, the 

reserve of $6,250 is not available for reimbursement of SUBCONTRACTOR incurred cost (See Task 3.0 in 

Statement of Work, Appendix 1). Unless the Subcontract is amended in writing by mutual agreement of 

the parties SUBCONTRACTOR will not be reimbursed in excess of $493,750 or 79% of the actual total 

incurred cost, whichever is lower. 

1.3 ALLOWABLE COST AND PAYMENT 

Upon receipt and approval by RPSEA of proper invoices in accordance with paragraph 1.6 below, 

payment of allowable cost shall be Net 45 days from the RPSEA invoice due date, and in accordance with 

FAR Clause No. 52.216-7 "Allowable Cost and Payment". Specific reference to Subpart 31.2 contained in 

FAR 52.216-7 is hereby deleted and replaced with Subpart 31.3, and applicable agency supplements 

thereto, if any. In addition, FAR Clause No. 52.232-20 “Limitation of Cost” and FAR Clause 52.232-22 

“Limitation of Funds” are hereby incorporated by reference. 

Notwithstanding any other Clause contained in this Subcontract Agreement and in accordance with the 

provisions of FAR 42.707 COST-SHARING RATES AND LIMITATION ON INDIRECT COST RATES and FAR 

42.708 QUICK-CLOSEOUT PROCEDURE, in the event that a provisional or final indirect rate audit 

indicates that actual indirect rates exceed the rates used to estimate and recover indirect costs in this 

Subcontract, the SUBCONTRACTOR agrees that such excess costs will become an additional part of the 

SUBCONTRACTOR’S cost share and not be the basis for a cost overrun claim against RPSEA. This 

provision shall flow down to all subcontractors at any tier using cost or cost sharing contracts. 

Note: SUBCONTRACTOR may select Automated Clearing House Credits (“ACH funds transfer”), as the 

means of settlement. With regard to such ACH funds transfer, a payment from RPSEA to 

SUBCONTRACTOR shall be considered timely with respect to any payment due date contained herein if 

the ACH funds transfer is completed no later than four (4) business days after such payment due date. 

RPSEA shall not be in breach of these terms and conditions, or suffer any loss of discount or other 

penalty, with respect to an ACH funds transfer that was initiated properly and timely by RPSEA to the 

extent its completion is delayed because of failure or delay by the ACH funds transfer system, the 

operation of an ACH funds transfer system rule which could not be anticipated by RPSEA, or rejection by 

the SUBCONTRACTOR's bank. 

1.4 INSPECTION 

RPSEA and the United States Government have the right to inspect and evaluate the work performed or 

being performed under this Subcontract, and the premises where the work is being performed, at all 

reasonable times and in a manner that will not unduly delay the work. If RPSEA or the Government 

performs inspection or evaluation on the premises of the SUBCONTRACTOR or a Subcontractor, the 

SUBCONTRACTOR shall furnish and shall require Subcontractors to furnish all reasonable facilities and 

assistance for the safe and convenient performance of these duties. 


Schedule A 2


1.5 INVOICES 

RPSEA’s standard payment terms for our suppliers and subcontractors is “Net-45” days from receipt of a 

proper invoice, starting on the invoice due date. RPSEA’s invoice due date is the 18 th day of the month. 

“Proper” in this context means an invoice prepared in accordance with all applicable provisions of the 

subcontract. Invoices that do not meet the requirements of the subcontract must be rejected and 

returned with an explanation as to why it’s being returned. Late invoices will be processed in the next 

payment terms accounting cycle. The invoices shall, at a minimum, contain the following information: 

Subcontract number, labor categories, labor hours or percentage of effort, extended totals by category 

or extended total of percentage of effort, material and other direct costs will be separated from labor 

costs. 

Invoices shall clearly reference a unique invoice number on each invoice, period of incurred costs, and 

the date of the invoice. Invoices shall include the total estimated costs (including cost share and 

technology transfer costs separately displayed), a draw down on each invoice, if applicable, “total billed 

to date,” the “current amount due,” and the “total”. SUBCONTRACTOR shall submit invoices for 

Government property procured under this agreement with the monthly invoice for the period in which 

the property was acquired. SUBCONTRACTOR shall also submit invoices for equipment/property 

provided, or the use of it, as cost share with the monthly invoice for the period in which the 

equipment/property was provided or used. Invoices shall be signed and dated by an appropriate 

institutional representative of SUBCONTRACTOR’s Institution or Company, certifying the costs included 

are correct. 

RPSEA may withhold 5 percent of the amount due under this paragraph, not to exceed $50,000 until 

execution and delivery of all closeout documentation, acceptable to RPSEA, in accordance with the 

requirements of paragraph 12.0 herein. Failure to deliver all closeout documentation, including a final 

invoice showing cumulative payments made, shall be considered to be a material breach of this 

subcontract, and may subject the subcontractor to forfeiture of the 5% withhold mentioned herein. 

All invoices must be uploaded to the RPSEA SharePoint web site. The hyperlink to access the SharePoint 

site and “Instructions for using and Uploading Invoices, Reports, and Deliverables” is 

https://sp.rpsea.org/RPSEA_PM_Action. SUBCONTRACTOR shall supply RPSEA with the name, email 

address, and phone number for a point of contact (POC) responsible for uploading. SUBCONTRACTOR 

shall provide the POC within ten (10) business days from the effective date of this Subcontract. RPSEA 

will have the SharePoint site activated for SUBCONTRACTOR within twenty (20) business days from the 

effective date of this Subcontract. Invoices sent in any other manner will not be acknowledged and will 

be rejected. 

1.6 PAYMENT 

Payment of SUBCONTRACTOR’s invoice will be made within forty-five (45) days after RPSEA’s invoice 

due date and receipt of a proper invoice. Payment will be contingent upon RPSEA’s acceptance of the 

services rendered by SUBCONTRACTOR, unless otherwise specified in this Subcontract. Any adjustments 

to SUBCONTRACTOR’s invoice, caused by SUBCONTRACTOR’s failure to comply with the requirements of 

this Subcontract, may be made by RPSEA prior to payment of such invoice. Payment of 

SUBCONTRACTOR’s invoice shall not constitute acceptance of the services, and RPSEA reserves the right 

to offset against any payment hereunder any amount owed to RPSEA by SUBCONTRACTOR. 

SUBCONTRACTOR shall adjust its allowable indirect costs under this Subcontract simultaneously with 


Schedule A 3


SUBCONTRACTOR’s submittal of its final indirect cost rate proposal in accordance with FAR 52.216- 

7(d)(2)(i). In the event that SUBCONTRACTOR’s final indirect cost rates, as determined by the 

Government in accordance with FAR 52.216-7(d)(2)(ii), vary from SUBCONTRACTOR’s proposed rates, 

SUBCONTRACTOR shall adjust its allowable indirect costs within thirty (30) days of such determination. 

In the event SUBCONTRACTOR fails to timely make such adjustments, or to certify to RPSEA that no 

adjustments are required to SUBCONTRACTOR’s allowable indirect costs, RPSEA shall be under no 

obligation to consider subsequent requests by SUBCONTRACTOR to increase its allowable indirect costs 

under this Subcontract. 

1.7 AUDIT 

At any reasonable time during business hours before final payment RPSEA may request and perform an 

audit of the invoices and substantiating material. Each payment previously made shall be subject to 

reduction to the extent of amounts that are found by RPSEA not to have been properly payable in 

accordance with the payment terms of this Subcontract. Audit will include, but not be limited to, labor 

time keeping, invoices for material, storeroom requisitions, expense reports, and other substantiation 

supporting invoiced amounts. However, any information that is deemed to be proprietary to 

SUBCONTRACTOR shall not be subject to any such audit by RPSEA, but will remain subject to audit by 

the Government. 

The Government’s right to audit is further detailed in Schedule B, Part I, FAR Clause 52.215-2 Alt. II – 

Audit and Records. 

1.8 REPRESENTATIONS 

SUBCONTRACTOR represents that the rates charged for the materials and/or services purchased 

pursuant hereto shall be no higher than SUBCONTRACTOR’s current rates to any other customer for the 

same quality and quantity of such materials or services. All representations of SUBCONTRACTOR, if any, 

shall apply to RPSEA and RPSEA's customers. The foregoing representations shall survive any delivery, 

inspection, acceptance, or payment by RPSEA. 

2.0 TECHNICAL AND CONTRACTUAL REPRESENTATIVES 

The following authorized representatives are hereby designated for this Subcontract: 

SUBCONTRACTOR: 

RPSEA: 

Technical: Dongmei Wang Technical: Martha Cather 

Contractual: Tom Miller Contractual: Wiley Wells 

2.1 CONTACTS 

Contacts with RPSEA that affect the subcontract prices, schedule, statement of work or subcontract 

terms and conditions herein shall be made with the authorized contractual representative. No changes 

to this Subcontract shall be binding upon RPSEA unless incorporated in a written modification to the 

Subcontract and signed by RPSEA's contractual representative. 

2.2 CHANGES 


Schedule A 4


RPSEA may, by written notice to SUBCONTRACTOR at any time before completion of this Subcontract, 

make changes within the general scope of this Subcontract in any one or more of the following: (a) 

drawings, designs, or specifications. If any such change causes an increase or decrease in the estimated 

cost of, or the time required for the performance of any part of the work hereunder this Subcontract, 

RPSEA shall make an equitable adjustment in the estimated cost, delivery schedule, and shall modify this 

Subcontract. The SUBCONTRACTOR must have notified RPSEA in writing of any request for such 

adjustment within twenty (20) days from the date of such notice from RPSEA or from the date of any act 

of RPSEA that SUBCONTRACTOR considers to constitute a change. Failure to agree to any adjustment 

shall be a dispute under the Disputes clause of this Subcontract. SUBCONTRACTOR shall proceed with 

the work as changed without interruption and without awaiting settlement of any such claim. However, 

SUBCONTRACTOR shall not be obligated to continue performance or incur costs beyond the point 

established in the “Limitation of Cost” or “Limitation of Funds” clause of this Subcontract. 

3.0 DISCLOSURE 

Unless disclosure is required by law, SUBCONTRACTOR shall not disclose information concerning work 

under this Subcontract to any third party, except the Department of Energy, unless such disclosure is 

necessary for the performance of the Subcontract effort or RPSEA has first been given the option to 

review and comment within 60 days. No news releases, public announcement, denial or confirmation of 

any part of the subject matter of this Subcontract or any phase of any program hereunder shall be made 

without prior review and comment within 60 days by RPSEA. The restrictions of this paragraph shall 

continue in effect for two years after completion or termination of this Subcontract. Failure to comply 

with the provisions of this Clause may be cause for termination of this Subcontract. 

4.0 KEY PERSONNEL 

(a) For purposes of this clause, RPSEA and SUBCONTRACTOR define “Key Personnel” as those 

individuals who are mutually recognized as essential to the successful completion and execution of 

this Subcontract. 

(b) Personnel designated as "Key Personnel" shall be assigned to the extent necessary for the timely 

completion of the task to which assigned. Any substitution or reassignment involving 

SUBCONTRACTOR's "Key Personnel" assigned to this work shall be made only with persons of equal 

abilities and qualifications and is subject to prior approval of RPSEA, in writing. 

(c) RPSEA reserves the right to direct the removal of any individual assigned to this Subcontract. 

(d) SUBCONTRACTOR's Key Personnel is: Dongmei Wang. 

5.0 ASSIGNMENTS AND SUBCONTRACTS 

This Subcontract is not assignable and shall not be assigned by SUBCONTRACTOR without the prior 

written consent of RPSEA. Further, SUBCONTRACTOR agrees to obtain RPSEA's approval before 

subcontracting this effort or any substantial portion thereof; provided, however, that this limitation shall 

not apply to the purchase of standard commercial supplies or raw materials. SUBCONTRACTOR must 

obtain advanced written consent from RPSEA prior to the purchase of any equipment. 


Schedule A 5


SUBCONTRACTOR is hereby given consent to the purchase of equipment, materials, and supplies in 

Attachment A, Subcontractor(s) Acquired Property Checklist, which is incorporated in and made a part 

of this Agreement 

5.1 CONSORTIUM MEMBERS 

NOTE: This clause is only applicable to awards made in response to solicitations issued under the Small 

Producer Program. 

The following entities are consortium members under this Subcontract: 

North Dakota Industrial Commission 

SUBCONTRACTOR within thirty (30) days of contract award, shall provide to RPSEA a signed contract 

agreed to by all members of the consortium describing the rights of each member to intellectual 

property used or developed under this award. 

5.2 SUCCESSOR PROVISON 

At the termination or expiration of the RPSEA Prime contract, RPSEA shall assign this Subcontract to 

either DOE or a successor contractor as directed by DOE. SUBCONTRACTOR must also agree that 

subcontracts assigned to DOE, will be controlled by Federal Procurement Regulations. 

SUBCONTRACTOR further agrees to exercise its best efforts and cooperation to effect an orderly and 

efficient continuation of the project under DOE or the successor contractor. 

6.0 INSURANCE PROVISIONS 

The University of North Dakota, being a State University is “Self Insured” by the State of North Dakota. 

Liability of the State is created and limited by enactment of Chapter 32-12.2 of the North Dakota 

Century Code, as of April 22, 1995, reference the State's Web Site, www.nd.gov/risk. All terms, 

conditions, statutes of limitations apply as outlined therein. A copy of the University's "Certificate of 

Financial Responsibility" is on file with RPSEA and is referenced in this Subcontract, Clause 18.0 Order 

of Precedence. 

DAMAGES THAT MAY BE PAID WITHOUT SPECIFIC LEGISLATIVE AUTHORITY FOR EVENTS OCCURRING 

PRIOR TO AUGUST 1, 1997, ARE $250,000 PER PERSON AND $750,000 PER OCCURRENCE; ON OR AFTER 

AUGUST 1, 1997, $250,000 PER PERSON AND $1,000,000 PER OCCURRENCE. THE STATE OF NORTH 

DAKOTA HAS FUNDED FOR THIS LIABILITY EXPOSURE AT A LEVEL DETERMINDED BY AN INDEPENDENT 

ACTUARY. 

ALSO, WITH RESPECT TO UNEMPLOYMENT INSURANCE, THE UNIVERSITY IS SELF-INSURED. 

Should any of the above described coverage be withdrawn, the State of North Dakota will attempt to 

mail 30 days written notice to the RPSEA Management at which time, the University of North Dakota is 

required to provide such written notice to RPSEA Management. 

POLICY PERIOD: Perpetual unless coverage is changed by statute.. 

The required insurance coverage and amount of coverage above shall be primary and non-contributing 

with respect to any other insurance that may be maintained by RPSEA and notwithstanding any 

provision contained herein, the SUBCONTRACTOR, and its employees, agents, representatives, 


Schedule A 6


consultants, subcontractors and suppliers, are not insured by RPSEA, and are not covered under any 

policy of insurance that RPSEA has obtained or has in place. 

7.0 LIABILITY 

Each party shall be responsible for its own acts and omissions. The tort liability of SUBCONTRACTOR 

shall be determined solely in accordance with Chapter 32-12.2 of the North Dakota Century Code, and 

subject to the conditions and limitations set forth therein. 

(a) To the extent permitted by law and without waiving sovereign immunity, SUBCONTRACTOR shall 

hold RPSEA and RPSEA’s customers harmless from and against any and all damages, losses, liabilities 

and expenses (including reasonable attorneys’ fees) arising out of or relating to any claims, causes of 

action, lawsuits or other proceedings, regardless of legal theory, that result, in whole or in part, from 

SUBCONTRACTOR’s (or any of SUBCONTRACTOR’s employees, agents or representatives): (i) 

intentional misconduct, negligence, or fraud, (ii) breach of any representation or covenant made 

herein, or (iii) products or services. Notwithstanding the foregoing, SUBCONTRACTOR’s obligations 

under this Section shall not apply to any claims which are finally determined by a court of 

competent jurisdiction to be occasioned by the negligence or willful misconduct of RPSEA. Neither 

shall SUBCONTRACTOR be liable for RPSEA’s use of the resulting products or services by 

SUBCONTRACTOR under this Agreement. 

(b) RPSEA shall promptly notify SUBCONTRACTOR of any claim against RPSEA which is covered by this 

responsibility provision and shall authorize representatives of SUBCONTRACTOR, to the extent 

permitted by law, to settle or defend any such claim or suit and to represent RPSEA in, or to take 

charge of, any litigation in connection therewith. 

8.0 INFRINGEMENT LIABILITY 

(a) In lieu of any representation by RPSEA or SUBCONTRACTOR against infringement, statutory or 

otherwise, it is agreed that SUBCONTRACTOR shall to the extent permitted by the State of North 

Dakota and without waiving sovereign immunity, defend, at its expense, any suit against RPSEA or 

its customers based on a claim that any item furnished by SUBCONTRACTOR, under this order or the 

normal use or sale thereof infringes any U.S. Letters patent or copyright, and shall pay costs and 

damages finally awarded in any such suit, provided that SUBCONTRACTOR is notified in writing of 

the suit and given authority, information, and assistance at SUBCONTRACTOR's expense for the 

defense of same. If the use or sale of said item is enjoined as a result of such suit, 

SUBCONTRACTOR, at no expense to RPSEA, shall obtain for RPSEA and its customers the right to use 

and sell said item or shall substitute an equivalent item acceptable to RPSEA and extend this patent 

indemnity thereto. 

(b) Notwithstanding the foregoing paragraph, when this order is performed under the Authorization 

and Consent of the U.S. Government to infringe U.S. Patents, SUBCONTRACTOR's liability for 

infringement of such Patents in` such performance shall be limited to the extent permitted under 

North Dakota State law. 

9.0 CONFIDENTIALITY AND USE OF RPSEA FURNISHED ITEMS/INFORMATION 

SUBCONTRACTOR agrees that it will keep confidential and not disclose, disseminate or publish the 

features of any equipment, tools, gauges, patterns, designs, drawings, engineering data, computer 


Schedule A 7


programs and software or other technical or proprietary information furnished, loaned or bailed by 

RPSEA hereunder (hereinafter collectively referred to as “Items/Information”), and use such 

Items/Information only in the performance of this Subcontract or, if authorized, other orders from 

RPSEA and not otherwise, without RPSEA's prior written consent. In order to be deemed confidential 

hereunder, Items/Information must qualify for at least one exception to North Dakota’s open records 

laws. Notwithstanding any other provision herein, RPSEA and SUBCONTRACTOR shall each retain 

ownership of, and all right, title and interest in and to, their respective pre-existing Intellectual Property. 

All such Items furnished, loaned or bailed by RPSEA hereunder, or fabricated, manufactured, purchased, 

or otherwise acquired by SUBCONTRACTOR for the performance of this Subcontract and specifically 

charged to RPSEA, are the property of RPSEA. 

Upon completion, expiration or termination of this Subcontract, SUBCONTRACTOR shall return all such 

Items in good condition, reasonable wear only excepted, together with all spoiled and surplus Items to 

RPSEA, or make such other disposition thereof as may be directed or approved by RPSEA. 

SUBCONTRACTOR agrees to replace, at its expense, all such Items not so returned. SUBCONTRACTOR 

shall make no charge for any storage, maintenance or retention of such Items. SUBCONTRACTOR shall 

bear all risk of loss for all such Items in SUBCONTRACTOR's possession. 

SUBCONTRACTOR also agrees to use any designs or data contained or embodied in such Items in 

accordance with any restrictive legends placed on such Items by RPSEA or any third party. If RPSEA 

furnishes any material for fabrication hereunder, SUBCONTRACTOR agrees: (i) not to substitute any 

other material for such fabrication without RPSEA's prior written consent, and (ii) that title to such 

material shall not be affected by incorporation in or attachment to any other property. Nothing in this 

article is intended to conflict with North Dakota State Law and is not applicable to items furnished, 

loaned, or bailed with cost share funds, or other partnering sponsors. 

10.0 DISPUTES 

Any dispute not disposed of in accordance with the "Disputes Clause" of Schedule B, if any, shall be 

determined in the following manner. 

(a) RPSEA and SUBCONTRACTOR agree to enter into negotiation to resolve any dispute. Both parties 

agree to negotiate in good faith to reach a mutually agreeable settlement within a reasonable 

amount of time. 

(b) If negotiations are unsuccessful, any controversies arising out of the terms of this Agreement or its 

interpretation may, upon agreement of the parties be presented to non-binding arbitration with the 

American Arbitration Association in a place agreed to by both parties. 

(c) Neither party waives its right to a jury trial. 

Pending any decision, appeal or judgment referred to in this provision or the settlement of any dispute 

arising under this Subcontract, SUBCONTRACTOR shall proceed diligently with the performance of this 

Subcontract. 

11.0 DEFAULT 

(a) RPSEA may, by written notice of default to the SUBCONTRACTOR, terminate the whole or any part 

of this Subcontract in any one of the following circumstances: (i) if SUBCONTRACTOR fails to make 

progress in the work so as to endanger performance or (ii) if SUBCONTRACTOR fails to perform any 

of the other provisions of this Subcontract in accordance with its terms, and in either of these two 


Schedule A 8


circumstances does not cure such failure within a period of ten (10) days (or such longer period as 

RPSEA may authorize in writing) after receipt of notice from RPSEA specifying such failure; or (iii) 

SUBCONTRACTOR becomes insolvent or the subject of proceedings under any law relating to 

bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become 

due. 

(b) If this Subcontract is so terminated, SUBCONTRACTOR shall submit a final termination settlement 

proposal to RPSEA. The SUBCONTRACTOR shall submit the proposal promptly but no later than 

three (3) months from the effective date of the termination. If SUBCONTRACTOR fails to submit the 

proposal within the time allowed, RPSEA may determine the amount, if any, due the 

SUBCONTRACTOR because of the termination. The amount will be determined in accordance with 

FAR Clause 52.249-5 in effect on the date of the prime contract. 

(c) SUBCONTRACTOR shall transfer title and deliver to RPSEA, in the manner and to the extent 

requested in writing by RPSEA at or after termination such complete articles, partially completed 

articles and materials, parts, tools, dies, patterns, jigs, fixtures, plans, drawings, information and 

contract rights as SUBCONTRACTOR has produced or acquired for the performance of the 

terminated part of this Subcontract, and RPSEA will pay SUBCONTRACTOR the contract price for 

complete articles delivered to and accepted by RPSEA and the fair value of the other property of 

SUBCONTRACTOR so requested and delivered. 

(d) SUBCONTRACTOR shall continue performance of this Subcontract to the extent not terminated. 

RPSEA shall have no obligations to SUBCONTRACTOR with respect to the terminated part of this 

Subcontract except as herein provided. In case of SUBCONTRACTOR’s default, RPSEA’s rights as set 

forth herein shall be in addition to RPSEA’s other rights although not set forth in this Subcontract. 

(e) SUBCONTRACTOR shall not be liable for damages resulting from default due to causes beyond the 

SUBCONTRACTOR’s control and without SUBCONTRACTOR’s fault or negligence in accordance with 

FAR Clause 52.249-14 “Excusable Delays” provided, however, that if SUBCONTRACTOR’s default is 

caused by the default of a subcontractor or supplier, such default must arise out of causes beyond 

the control of both SUBCONTRACTOR and subcontractor or supplier, and without the fault or 

negligence of either of them, provided further, the supplies or services to be furnished by the 

subcontractor or supplier were not obtainable from other sources. 

12.0 SUBCONTRACT CLOSEOUT 

Quick-closeout procedures are applicable when the conditions in FAR 42.708(a) are satisfied. 

The SUBCONTRACTOR and RPSEA Contracts Manager shall execute a written understanding setting forth 

the subcontract closeout requirements and final indirect cost rates. The understanding shall specify (i) 

the agreed-upon final annual indirect cost rates, (ii) the bases to which the rates apply, (iii) the periods 

for which the rates apply, (iv) any specific indirect cost items treated as direct costs in the settlement, 

and (v) the affected subcontract, identifying any with advance agreements or special terms and the 

applicable rates. The understanding shall not change any monetary ceiling, contract obligation, or 

specific cost allowance or disallowance provided for in this Subcontract. The understanding is 


Schedule A 9


incorporated into this Subcontract upon execution. Failure by the parties to agree on a final annual 

indirect cost rate shall be a dispute within the meaning of the Disputes clause. 

Within 120 days (or longer period if approved in writing by RPSEA) after settlement of the final annual 

indirect cost rates for all years of a physically complete contract, the SUBCONTRACTOR shall submit a 

completion invoice or voucher to reflect the settled amounts and rates. If the subcontractor fails to 

submit a completion invoice or voucher within the time specified in Section 1.6 of this Subcontract, 

RPSEA or the Government may- 

(A) 

(B) 

Determine the amounts due to the subcontractor under the Subcontract; and 

Record this determination in a unilateral modification to the Subcontract. 

This determination constitutes the final decision of RPSEA/Government in accordance with the Disputes 

clause. 

Final Payment. 

(1) Upon approval of a completion invoice or voucher submitted by the SUBCONTRACTOR in 

accordance with Section 1.6 of this subcontract, and upon the SUBCONTRACTOR's compliance 

with all terms of this contract, RPSEA shall promptly pay any balance of allowable costs not 

previously paid. 

(2) The SUBCONTRACTOR shall pay to RPSEA any refunds, rebates, credits, or other amounts 

(including interest, if any) accruing to or received by the SUBCONTRACTOR or any assignee 

under this contract, to the extent that those amounts are properly allocable to costs for which 

the SUBCONTRACTOR has been reimbursed by RPSEA. Reasonable expenses incurred by the 

SUBCONTRACTOR for securing refunds, rebates, credits, or other amounts shall be allowable 

costs if approved by RPSEA. Before final payment under this subcontract, the SUBCONTRACTOR 

and each assignee whose assignment is in effect at the time of final payment shall execute and 

deliver - 

(i) 

(ii) 

(iii) 

(iv) 

An assignment to RPSEA and or the Government, in form and substance satisfactory to 

RPSEA/Government, of refunds, rebates, credits, or other amounts (including interest, if 

any) properly allocable to costs for which the SUBCONTRACTOR has been reimbursed by 

RPSEA under this Subcontract; and 

A release discharging RPSEA and the Government, its officers, agents, and employees 

from all liabilities, obligations, and claims arising out of or under this Subcontract, 

except - 

Specified claims stated in exact amounts or in estimated amounts when the exact 

amounts are not known; 

Claims (including reasonable incidental expenses) based upon liabilities of the 

SUBCONTRACTOR to third parties arising out of the performance of this Subcontract; 

provided, that the claims are not known to the SUBCONTRACTOR on the date of the 

execution of the release, and that the SUBCONTRACTOR gives notice of the claims in 


Schedule A 10


writing to RPSEA within 6 years following the release date or notice of final payment 

date, whichever is earlier; and 

(v) 

Claims for reimbursement of costs, including reasonable incidental expenses, incurred 

by the SUBCONTRACTOR under the patent clauses of this Subcontract, excluding, 

however, any expenses arising from the SUBCONTRACTOR'S liability of 

RPSEA/Government against patent liability. 

Billing Rates. 

Until final annual indirect cost rates are established for any period, RPSEA shall reimburse the 

SUBCONTRACTOR at billing rates established and estimated at the time of subcontract execution, 

and/or the cognizant Government auditor, subject to adjustment when the final rates are established. 

These billing rates – 

(1) Shall be the anticipated final rates; and 

(2) May be prospectively or retroactively revised by mutual agreement, at either party’s request, to 

prevent substantial overpayment or underpayment. 

Audit. 

At any time or times before final payment, RPSEA or the Government may have the SUBCONTRACTOR’s 

invoices or vouchers and statements of cost audited. Any payment may be – 

(1) Reduced by amounts found by RPSEA/Government not to constitute allowable costs; or 

(2) Adjusted for prior overpayments or underpayments 

13.0 GENERAL RELATIONSHIP 

The SUBCONTRACTOR is not an employee of RPSEA for any purpose whatsoever. SUBCONTRACTOR 

agrees that in all matters relating to this Subcontract it shall be acting as an independent contractor and 

shall assume and pay all liabilities and perform all obligations imposed with respect to the performance 

of this Subcontract. SUBCONTRACTOR shall have no right, power or authority to create any obligation, 

expressed or implied, on behalf of RPSEA and/or the Government and shall have no authority to 

represent RPSEA as an agent. 

14.0 NON-WAIVER OF RIGHTS 

The failure of RPSEA to insist upon strict performance of any of the terms and conditions in the 

Subcontract, or to exercise any rights or remedies, shall not be construed as a waiver of its rights to 

assert any of the same or to rely on any such terms or conditions at any time thereafter. The invalidity 

in whole or in part of any term or condition of this subcontract shall not affect the validity of other parts 

hereof. 

15.0 APPLICABLE STATE LAW AND COMPLIANCE 


Schedule A 11


This Subcontract shall be governed by and construed in accordance with federal, state, and local laws. 

SUBCONTRACTOR agrees to comply with the applicable provisions of any federal, state or local law or 

ordinance and rules and regulations issued. 

16.0 EXPORT CONTROL COMPLIANCE FOR FOREIGN PERSONS 

There are no known issues pertaining to Export Control for this Subcontract Award, however, each Party 

is responsible for its own compliance with laws and regulations governing Export Control. 

17.0 STANDARDS OF BUSINESS ETHICS & CONDUCT 

RPSEA believes in fair and open competition and is committed to conducting its business fairly, 

impartially and in an ethical and proper manner. RPSEA’s expectation is that SUBCONTRACTOR also will 

conduct its business fairly, impartially and in an ethical and proper manner. If SUBCONTRACTOR has 

cause to believe that RPSEA or any employee or agent of RPSEA has acted improperly or unethically 

under this Subcontract, SUBCONTRACTOR shall report such behavior to the RPSEA Ethics Officer (281) 

520-8285. Copies of The RPSEA Standards of Business Ethics and Conduct and contacts for such reports 

are available on www.rpsea.org under Business with RPSEA. 

18.0 ORDER OF PRECEDENCE 

The documents listed below are hereby incorporated by reference. In the event of an inconsistency or 

conflict between or among the provisions of this Subcontract, the inconsistency shall be resolved by 

giving precedence in the following order: 

1. Schedule B Part I: U.S. Government Terms and Conditions 

2. Schedule B Part II: Contract Clauses (specific for the Department of Energy) 

3. Appendix 1: Statement of Work 

4. Schedule A: Specific Terms and Conditions 

5. Attachment B Small Business Subcontracting Plan and is incorporated by reference, see RPSEA 

SharePoint 

6. Attachment A U.S. Subcontractor(s) Acquired Property Checklist 

7. Certificate of Financial Responsibility for Clause 6.0 Insurance is incorporated by reference, see 

RPSEA SharePoint. 

19.0 ENTIRE AGREEMENT 

The parties hereby agree that this Subcontract, including all documents attached hereto and 

incorporated herein by reference, shall constitute the entire agreement and understanding between the 

parties hereto and shall supersede and replace any and all prior or contemporaneous representations, 

agreements or understandings of any kind, whether written or oral, relating to the subject matter 

hereof. 

In witness whereof, the duly authorized representatives of RPSEA and the SUBCONTRACTOR have 

executed this Subcontract on the Dates shown. 


Schedule A 12


FAR 52.232-22 

LIMITATION OF FUNDS (APR 1984). Applies if the subcontract is 

incrementally funded. 

FAR 52.242-15 STOP WORK ORDER (AUG 1989) ALTERNATE I (APRIL 1984) 

FAR 52.244-2 

SUBCONTRACTS (JUN 2007) Applies if subcontractors will be involved in the 

execution of the contract 

FAR 52.244-6 

SUBCONTRACTS FOR COMMERCIAL ITEMS (SEP 2006). “Commercial item” 

has the meaning contained in FAR 52.202-1, Definitions.)” 

FAR 52.245-1 

GOVERNMENT PROPERTY (JUN 2007)-ALTERNATE I (JUN 2007)-ALTERNATE 

II (JUN 2007) 

FAR 52.245-9 USE AND CHARGES (JUN 2007) 

FAR 52.246-9 INSPECTION OF RESEARCH AND DEVELOPMENT (APR 1984) 

FAR 52.247-63 PREFERENCE FOR U. S. FLAG AIR CARRIERS (JUNE 2003). Applies if the 

subcontract involves international air transportation. 

FAR 52.247-64 PREFERENCE FOR PRIVATELY OWNED U.S.-FLAG COMMERCIAL VESSELS 

(FEB 2006) 

FAR 52.249-5 

TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (EDUCATIONAL 

AND OTHER NONPROFIT INSTITUTIONS) (SEP 1996). Applies only to 

educational and nonprofit institutions. 

FAR 52.249-5 

TERMINATION (COST REIMBURSEMENT) 

APPLICABLE IF THE SUBCONTRACT IS FOR $10,000 OR MORE: 

FAR 52.209-6 

PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING 

WITH CONTRACTORS DEBARRED SUSPENDED, OR PROPOSED FOR 

DEBARMENT (SEP 2006) 

FAR 52.222-35 EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE 

VIETNAM ERA AND OTHER ELIGIBLE VETERANS (SEP 2006) 

FAR 52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUNE 1998) 

FAR 52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS, VETERANS OF 

THE VIETNAM ERA AND OTHER ELIGIBLE VETERANS (SEP 2006) 

FAR 52.222-39 NOTIFICATION OF EMPLOYEE RIGHTS CONCERNING PAYMENT OF UNION 

DUES OR FEES (DEC 2004) 

APPLICABLE IF THE SUBCONTRACT EXCEEDS $100,000: 

FAR 52.203-6 

RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 

2006) 

FAR 52.203-7 ANTI-KICKBACK PROCEDURES (JULY 1995) 

FAR 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL 

TRANSACTIONS (SEP 2005) 

FAR 52.215-2 AUDIT AND RECORDS – NEGOTIATION (JUN 1999) 

FAR 52.215-2 

AUDIT AND RECORDS – NEGOTIATION (JUN 1999), ALTERNATE II -(APR 

1998) Applies toNon-Profit Organizations. 

FAR 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (MAY 2004) 


Schedule B – U.S. Government Terms and Conditions, Part I FAR and DEAR Clauses 15


FAR 52.222-4 

CONTRACT WORK HOURS AND SAFETY STANDARDS ACT - OVERTIME 

COMPENSATION (JUL 2005) 

FAR 52.223-13 CERTIFICATION OF TOXIC CHEMICAL RELEASE REPORTING (AUG 2003) 

FAR 52.223-14 TOXIC CHEMICAL RELEASE REPORTING (AUG 2003) 

FAR 52.227-2 

NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT 

INFRINGEMENT (AUG 1996) 

FAR 52.233-1 DISPUTES (JUL 2002) – ALTERNATE I (DEC 1991) 


FAR 52.215-15 PENSION ADJUSTMENTS AND ASSET REVERSIONS (OCT 2004) (Only subpart 

31.3 applies) 

FAR 52.215-18 REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT BENEFITS 

(PRB) OTHER THAN PENSIONS (JUL 2005) ) (Only subpart 31.3 applies) 

DEAR 952.226-74 DISPLACED EMPLOYEE HIRING PREFERENCE (JUN 1997) 


FAR 52.219-9 

SMALL BUSINESS SUBCONTRACTING PLAN (JAN 2002). Applies unless there 

are no subcontracting possibilities. 


FAR 52.215-12 SUBCONTRACTOR COST OR PRICING DATA (OCT 1997). Not applicable if 

sufficient information is available to determine price reasonableness. 

FAR 52.230-5 COST ACCOUNTING STANDARDS – EDUCATIONAL INSTITUTION (APR 1998) 

FAR 52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS (APR 2005) 


Schedule B – U.S. Government Terms and Conditions, Part I FAR and DEAR Clauses 16


SCHEDULE B – U.S. GOVERNMENT TERMS AND CONDITIONS 

PART II – DOE SUPPLEMENTS 

The following clauses from Government Prime Contract are incorporated herein. The clauses 

shall apply at every tier. In the following clauses, where applicable, and to the extent 

appropriate, the language of such incorporated clauses shall be construed to reflect the 

“CONTRACTOR / SUBCONTRACTOR” relationship rather than the “Government Client/Prime 

CONTRACTOR” relationship. 

1. CONFIDENTIALITY OF INFORMATION (MAY 1998) 

To the extent that the work under this contract requires that the Contractor be given access to 

confidential or proprietary business, technical, or financial information belonging to the 

Government or other companies, the Contractor shall, after receipt thereof, treat such 

information as confidential and agree not to appropriate such information to its own use or to 

disclose such information to third parties unless specifically authorized by the Contracting 

Officer in writing. The foregoing obligations, however, shall not apply to: 

(a) 

(b) 

(c) 

(d) 

Information which, at the time of receipt by the Contractor, is in the public domain; 

Information which is published after receipt thereof by the Contractor or otherwise 

becomes part of the public domain through no fault of the Contractor; 

Information which the Contractor can demonstrate was in its possession at the time of 

receipt thereof and was not acquired directly or indirectly from the Government or 

other companies; 

Information which the Contractor can demonstrate was received by it from a third party 

who did not require the Contractor to hold it in confidence. 

The Contractor shall obtain the written agreement, in a form satisfactory to the Contracting 

Officer, of each employee permitted access, whereby the employee agrees that he will not 

discuss, divulge or disclose any such information or data to any person or entity except those 

persons within the Contractor’s organization directly concerned with the performance of the 

contract. 

The Contractor agrees, if requested by the Government, to sign an agreement identical, in all 

material respects, to the provisions of this clause, with each company supplying information to 

the Contractor under this contract, and to supply a copy of such agreement to the Contracting 

Officer. From time to time upon request of the Contracting Officer, the Contractor shall supply 

the Government with reports itemizing information received as confidential or proprietary and 

setting forth the company or companies from which the Contractor received such information. 

The Contractor agrees that upon request by DOE it will execute a DOE-approved agreement with 

any party whose facilities or proprietary data it is given access to or is furnished, restricting use 

and disclosure of the data or the information obtained from the facilities. Upon request by DOE, 

such an agreement shall also be signed by Contractor personnel. 

This clause shall flow down to all subcontracts. 

2. AUTOMATIC DATA PROCESSING EQUIPMENT (ADPE) LEASING (NOV 1997) 


Schedule B – U.S. Government Terms and Conditions, Part Il DOE Supplements 17


If the Contractor or SUBCONTRACTOR leases ADPE equipment for use under this contract, the 

Contractor shall include a provision in the rental contract stating that the Government shall have 

the unilateral right to exercise any purchase option under the rental contract between the 

Contractor and the ADPE equipment vendor and to realize any other benefits earned through 

rental payments. 

The Contractor or SUBCONTRACTOR shall furnish a copy of the rental contract to the 

Contracting Officer under the terms of this provision. 

3. CONTRACTOR PRESS RELEASES (APR 1998) 

The DOE policy and procedure on news releases requires that all Contractor and 

SUBCONTRACTOR press releases be reviewed and approved by DOE prior to issuance. 

Therefore, the Contractor shall, at least ten (10) days prior to the planned issue date, submit a 

draft copy to the Contracting Officer of any planned press releases related to work performed 

under this contract. The Contracting Officer will then obtain necessary reviews and clearances 

and provide the Contractor with the results of such reviews prior to the planned issue date. 

4. PERMITS AND LICENSES (AUG 1999) 

Within sixty (60) days of award, the Contractor shall submit to the DOE Contracting Officer 

Representative (COR) a list of ES&H approvals that, in the Contractor’s opinion, shall be required 

to complete the work under this award. This list shall include the topic of the approval being 

sought, the approving authority, and the expected submit/approval schedule. The COR shall be 

notified as specific items are added or removed from the list and processed through their 

approval cycles. 

The Contractor agrees to include this clause in their first-tier subcontracts and agrees to enforce 

the terms of this clause. 

5. SAFETY & HEALTH AND ENVIRONMENTAL PROTECTION (JAN 1999) 

(a) 

(b) 

The Contractor shall implement the DOE work in accordance with all applicable Federal, 

State and local law as, including codes, ordinances and regulations, covering safety, 

health and environmental protection. 

The Contractor agrees to include paragraph (a) of this clause in first-tier subcontracts 

and agrees to enforce the terms of this clause. 

6. ORGANIZATIONAL CONFLICT OF INTEREST (NOV 2005) 

(a) 

Definitions/Clarifications: 

“Consortium Members” are entities named in the articles of collaboration (or 

incorporation) as contributing financial or human resources to the Program Consortium. 

“Covered Individual” is a board member, officer, or employee of the Program 

Consortium in a decision-making capacity with respect to awards and administration of 

research projects under this contract, including his or her close relatives (e.g., spouse, 

parent, child, sibling). 




“Financial relationship” includes financial interests in the parent company, affiliates or 

subsidiaries of applicants for (or recipients of) research project awards. For Covered 

Individuals, “financial relationship” also includes current or pending employment 

(including discussions of possible employment) with applicants for (or recipients of) 

research project awards made in accordance with this contract’s statement of work 

(Appendix 1). 

“Conflicts of interest” includes any financial interests in, or financial relationships with, 

applicants for (or recipients of) project awards. 

(b) 

The Program Consortium shall immediately disclose to the Contracting Officer 

real or apparent conflicts of interest between applicants for (or recipients of) 

research project awards and the following entities: (1) The Program Consortium 

(i.e., the Contractor), (2) Consortium Members, and (3) Covered Individuals. 

Disclosure is not required where such relationships or interests would be 

considered to be “remote or inconsequential,” as defined by the U. S. Office of 

Government Ethics under 5 CFR Part 2640.201. 

(c) 

Upon making a disclosure of real or apparent conflict of interest, the Program 

Consortium shall provide to the DOE Contracting Officer a Recusal Plan 

addressing how the affected Covered Individual will be separated from all 

decision making, including, but not limited to, selection decisions and oversight 

of the research project award recipient. Recusal shall also include separation of 

the affected Covered Individual from supervisory authority, or any other 

influence, over the Program Consortium individuals who will administer the 

research project either before or after subcontract award. The DOE Contracting 

Officer will review the Recusal Plan and shall have the unilateral right to 

approve the plan, or reject it if in the Contracting Officer’s opinion the plan fails 

to avoid, neutralize or mitigate the real or apparent conflict of interest, or if the 

Contracting Officer reasonably believes that implementation of the plan will 

interfere with the efficient operation of work under the contract. The 

Contracting Officer may, for example, determine that recusal is not a viable 

option if the financial interests and relationships of Program Consortium 

Members and Covered Individuals are so intertwined that a real or apparent 

conflict of interest for one Covered Individual creates potential conflicts of 

interest for other Covered Individuals. In the event that the DOE Contracting 

Officer ultimately determines that the real or apparent conflict of interest 

cannot be avoided, mitigated or neutralized, the Government shall have the 

option to disqualify the affected research project application or terminate a 

research project award made under this contract. As a remedy, the DOE may 

also order the cancellation of a competitive solicitation for research projects 

made under this contract and reissue the solicitation as a financial assistance 

opportunity under NETL’s program of research and other activities 

complimentary to the research projects being supported under this contract. 




(d) 

The Program Consortium shall require all Covered Individuals to report 

immediately to the Program Consortium any potential conflicts of interest 

pertaining to that individual or other Covered Individuals. 

(e) 

The Program Consortium’s Organizational Conflict of Interest Plan, as approved by DOE, 

is incorporated in and made a part of this contract and shall be followed in meeting the 

requirements of this clause. 

(f) 

Failure to comply with the requirements of this clause will be grounds for the 

Government’s unilateral disqualification of an application or revocation of a project 

award. In the case of revocation of a project award due to a conflict of interest, DOE 

has the right to direct the Program Consortium to revoke the project award. The 

Program Consortium shall include a provision in all project awards in which the 

subcontractor agrees that the Program Consortium may revoke the project award 

without compensation to the subcontractor; and, to the extent the Program Consortium 

has already made payment to the subcontractor, the parties agree that the 

subcontractor will refund the payments in full to the Program Consortium to be credited 

to the prime contract. 

(g) 

A provision similar to this clause shall be included in all subcontracts awarded under this 

contract requiring applicants for (or recipients of) research project awards to 

immediately disclose to the Program Consortium all potential conflicts of interest with: 

(1) The Program Consortium (i.e., the Contractor), (2) Consortium Members, and (3) 

Covered Individuals. The Program Consortium shall then immediately notify the DOE 

Contracting Officer upon receiving such disclosures. 

7. NATIONAL ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE 

The Program Consortium shall provide NETL a completed Environmental Questionnaire (NETL 

F.451.1-1/3) for each location where a prospective recipient has proposed work to be 

performed under an approved research project subcontract award. The information to be 

provided in the Environmental Questionnaire is required for DOE to complete a review to 

ensure compliance with the requirements of the National Environmental Policy Act (NEPA). 

Each approved research project subcontractor shall be restricted from taking any action using 

Federal funds which would have an adverse effect on the environment or limit the choice of 

reasonable alternatives prior to DOE providing either a NEPA clearance or a final NEPA decision 

regarding the project award. DOE Contracting Officer approval must be obtained for any action 

prior to DOE providing either a NEPA clearance or a final NEPA decision regarding the project 

award. DOE will provide written notification to the Program Consortium regarding NEPA 

clearance as soon as such determination is made by the NETL NEPA Compliance Officer. 

Electronic versions of the Environmental Questionnaire are available in MS Word format at 

http://www.netl.doe.gov/business/forms/451_1-1-3.doc and in Adobe PDF format at 

http://www.netl.doe.gov/business/forms/nepasol.pdf . 




8. FAR 52.227-14 RIGHTS IN DATA - GENERAL. (JUN 1987) WITH ALTERNATE IV (JUN 

1987) AS AMENDED BY DEAR 927.409 (JAN 1999 

(a) 

Definitions. 

(1) "Computer databases," as used in this clause, means a collection of data in a 

form capable of, and for the purpose of, being stored in, processed, and 

operated on by a computer. The term does not include computer software. 

(2) "Computer software," as used in this clause, means (i) computer programs 

which are data comprising a series of instructions, rules, routines, or 

statements, regardless of the media in which recorded, that allow or cause a 

computer to perform a specific operation or series of operations and (ii) data 

comprising source code listings, design details, algorithms, processes, flow 

charts, formulae, and related material that would enable the computer program 

to be produced, created, or compiled. The term does not include computer 

data bases. 

(3) "Data," as used in this clause, means recorded information, regardless of form 

or the media on which it may be recorded. The term includes technical data 

and computer software. For the purposes of this clause, the term does not 

include data incidental to the administration of this contract, such as financial, 

administrative, cost and pricing, or management information. 

(4) "Form, fit, and function data," as used in this clause, means data relating to 

items, components, or processes that are sufficient to enable physical and 

functional interchangeability, as well as data identifying source, size, 

configuration, mating, and attachment characteristics, functional characteristics, 

and performance requirements; except that for computer software it means 

data identifying source, functional characteristics, and performance 

requirements but specifically excludes the source code, algorithm, process, 

formulae, and flow charts of the software. 

(5) "Limited rights data," as used in this clause, means data, other than computer 

software, developed at private expense that embody trade secrets or are 

commercial or financial and confidential or privileged. The Government's rights 

to use, duplicate, or disclose limited rights data are as set forth in the Limited 

Rights Notice of subparagraph (g)(2) of this section if included in this clause. 

(6) "Restricted computer software," as used in this clause, means computer 

software developed at private expense and that is a trade secret; is commercial 

or financial and is confidential or privileged; or is published copyrighted 

computer software, including minor modifications of any such computer 

software. The Government's rights to use, duplicate, or disclose restricted 

computer software are as set forth in the Restricted Rights Notice of 

subparagraph (g)(3) of this section if included in this clause. 




(7) "Technical data," as used in this clause, means recorded data, regardless of form 

or characteristic, that are of a scientific or technical nature. Technical data does 

not include computer software, but does include manuals and instructional 

materials and technical data formatted as a computer data base. 

(8) "Unlimited rights," as used in this clause, means the rights of the Government to 

use, disclose, reproduce, prepare derivative works, distribute copies to the 

public, including by electronic means, and perform publicly and display publicly, 

in any manner, including by electronic means, and for any purpose whatsoever, 

and to have or permit others to do so. 

(b) 

Allocation of rights. 

(1) Except as provided in paragraph (c) of this clause regarding copyright, the 

Government shall have unlimited rights in - 

(i) 

(ii) 

(iii) 

(iv) 

Data first produced in the performance of this contract; 

Form, fit, and function data delivered under this contract; 

Data delivered under this contract (except for restricted computer 

software) that constitute manuals or instructional and training material 

for installation, operation, or routine maintenance and repair of items, 

components, or processes delivered or furnished for use under this 

contract; and 

All other data delivered under this contract unless provided otherwise 

for limited rights data or restricted computer software in accordance 

with paragraph (g) of this clause. 

(2) The contractor shall have the right to - 

(i) 

(ii) 

(iii) 

(iv) 

Use, release to others, reproduce, distribute, or publish any data first 

produced or specifically used by the contractor in the performance of 

this contract, unless provided otherwise in paragraph (d) of this clause; 

Protect from unauthorized disclosure and use those data which are 

limited rights data or restricted computer software to the extent 

provided in paragraph (g) of this clause; 

Substantiate use of, add or correct limited rights, restricted rights, or 

copyright notices and to take other appropriate action, in accordance 

with paragraphs (e) and (f) of this clause; and 

Establish claim to copyright subsisting in data first produced in the 

performance of this contract to the extent provided in subparagraph 

(c)(1) of this clause. 




(c) Copyright - 

(1) (ALT IV) Data first produced in the performance of the contract. Except as 

otherwise specifically provided in this contract, the Contractor may assert 

copyright in any data first produced in the performance of this contract. 

When asserting copyright, the contractor shall affix the applicable copyright 

notices of 17 U.S.C. 401 or 402 and acknowledgment of Government 

sponsorship (including contract number) to the data when such data are 

delivered to the Government, as well as when the data are published or 

deposited for registration as a published work in the U.S. Copyright Office. For 

data other than computer software the Contractor grants to the Government 

and others acting on its behalf, a paid-up, nonexclusive, irrevocable worldwide 

license for all such data to reproduce, prepare derivative works, distribute 

copies to the public, and perform publicly and display publicly, by or on behalf 

of the Government. For computer software, the Contractor grants to the 

Government and others acting in its behalf, a paid-up, nonexclusive, irrevocable 

worldwide license for all such computer software to reproduce, prepare 

derivative works, and perform publicly and display publicly (but not to distribute 

copies to the public), by or on behalf of the Government. 

(2) Data not first produced in the performance of this contract. The contractor 

shall not, without prior written permission of the Contracting Officer, 

incorporate in data delivered under this contract any data not first produced in 

the performance of this contract and which contains the copyright notice of 17 

U.S.C. 401 or 402, unless the contractor identifies such data and grants to the 

Government, or acquires on its behalf, a license of the same scope as set forth 

in subparagraph (c)(1) of this clause; provided, however, that if such data are 

computer software the Government shall acquire a copyright license as set forth 

in subparagraph (g)(3) of this clause if included in this contract or as otherwise 

may be provided in a collateral agreement incorporated in or made part of this 

contract. 

(3) Removal of copyright notices. The Government agrees not to remove any 

copyright notices placed on data pursuant to this paragraph (c), and to include 

such notices on all reproductions of the data. 

(d) 

Release, publication and use of data. 

(1) The contractor shall have the right to use, release to others, reproduce, 

distribute, or publish any data first produced or specifically used by the 

contractor in the performance of this contract, except to the extent such data 

may be subject to the Federal export control or national security laws or 

regulations, or unless otherwise provided in this paragraph of this clause or 

expressly set forth in this contract. 

(2) The contractor agrees that to the extent it receives or is given access to data 

necessary for the performance of this contract which contain restrictive 




markings, the contractor shall treat the data in accordance with such markings 

unless otherwise specifically authorized in writing by the Contracting Officer. 

(3) The contractor agrees not to assert copyright in computer software first 

produced in the performance of this contract without prior written permission 

of the DOE Patent Counsel assisting the contracting activity. When such 

permission is granted, the Patent Counsel shall specify appropriate terms, 

conditions, and submission requirements to assure utilization, dissemination, 

and commercialization of the data. The contractor, when requested, shall 

promptly deliver to Patent Counsel a duly executed and approved instrument 

fully confirmatory of all rights to which the Government is entitled. 

(e) 

Unauthorized marking of data. 

(1) Notwithstanding any other provisions of this contract concerning inspection or 

acceptance, if any data delivered under this contract are marked with the 

notices specified in subparagraph (g)(2) or (g)(3) of this clause and use of such is 

not authorized by this clause, or if such data bears any other restrictive or 

limiting markings not authorized by this contract, the Contracting Officer may at 

any time either return the data to the contractor, or cancel or ignore the 

markings. However, the following procedures shall apply prior to canceling or 

ignoring the markings. 

(i) 

(ii) 

The Contracting Officer shall make written inquiry to the contractor 

affording the contractor thirty (30) days from receipt of the inquiry to 

provide written justification to substantiate the propriety of the 

markings; 

If the contractor fails to respond or fails to provide written justification 

to substantiate the propriety of the markings within the 30-day period 

(or a longer time not exceeding ninety (90) days approved in writing by 

the Contracting Officer for good cause shown), the Government shall 

have the right to cancel or ignore the markings at any time after said 

period and the data will no longer be made subject to any disclosure 

prohibitions. 

(iii) 

If the contractor provides written justification to substantiate the 

propriety of the markings within the period set in subdivision (e)(1)(i) of 

this clause, the Contracting Officer shall consider such written 

justification and determine whether or not the markings are to be 

canceled or ignored. If the Contracting Officer determines that the 

markings are authorized, the contractor shall be so notified in writing. If 

the Contracting Officer determines, with concurrence of the head of the 

contracting activity, that the markings are not authorized, the 

Contracting Officer shall furnish the contractor a written determination, 

which determination shall become the final agency decision regarding 

the appropriateness of the markings unless the contractor files suit in a 

court of competent jurisdiction within ninety (90) days of receipt of the 




Contracting Officer's decision. The Government shall continue to abide 

by the markings under this subdivision (e)(1)(iii) until final resolution of 

the matter either by the Contracting Officer's determination becoming 

final (in which instance the Government shall thereafter have the right 

to cancel or ignore the markings at any time and the data will no longer 

be made subject to any disclosure prohibitions), or by final disposition 

of the matter by court decision if suit is filed. 

(2) The time limits in the procedures set forth in subparagraph (e)(1) of this clause 

may be modified in accordance with agency regulations implementing the 

Freedom of Information Act (5 U.S.C. 552) if necessary to respond to a request 

thereunder. 

(3) This paragraph (e) does not apply if this contract is for a major system or for 

support of a major system by a civilian agency other than NASA and the U.S. 

Coast Guard agency subject to the provisions of Title III of the Federal Property 

and Administrative Services Act of 1949. 

(4) Except to the extent the Government's action occurs as the result of final 

disposition of the matter by a court of competent jurisdiction, the contractor is 

not precluded by this paragraph (e) from bringing a claim under the Contract 

Disputes Act, including pursuant to the Disputes clause of this contract, as 

applicable, that may arise as the result of the Government removing or ignoring 

authorized markings on data delivered under this contract. 

(f) 

Omitted or incorrect markings. 

(1) Data delivered to the Government without either the limited rights or restricted 

rights notice as authorized by paragraph (g) of this clause, or the copyright 

notice required by paragraph (c) of this clause, shall be deemed to have been 

furnished with unlimited rights, and the Government assumes no liability for the 

disclosure, use, or reproduction of such data. However, to the extent the data 

has not been disclosed without restriction outside the Government, the 

contractor may request, within 6 months (or a longer time approved by the 

Contracting Officer for good cause shown) after delivery of such data, 

permission to have notices placed on qualifying data at the contractor's 

expense, and the Contracting Officer may agree to do so if the contractor - 

(i) 

(ii) 

(iii) 

(iv) 

Identifies the data to which the omitted notice is to be applied; 

Demonstrates that the omission of the notice was inadvertent; 

Establishes that the use of the proposed notice is authorized; and 

Acknowledges that the Government has no liability with respect to the 

disclosure, use, or reproduction of any such data made prior to the 

addition of the notice or resulting from the omission of the notice. 

(2) The Contracting Officer may also (i) permit correction at the contractor's 

expense of incorrect notices if the contractor identifies the data on which 




correction of the notice is to be made, and demonstrates that the correct notice 

is authorized, or (ii) correct any incorrect notices. 

(g) 

Protection of limited rights data and restricted computer software. 

(1) When data other than that listed in subdivisions (b)(1)(i), (ii), and (iii) of this 

clause are specified to be delivered under this contract and qualify as either 

limited rights data or restricted computer software, if the contractor desires to 

continue protection of such data, the contractor shall withhold such data and 

not furnish them to the Government under this contract. As a condition to this 

withholding, the contractor shall identify the data being withheld and furnish 

form, fit, and function data in lieu thereof. Limited rights data that are 

formatted as a computer data base for delivery to the Government are to be 

treated as limited rights data and not restricted computer software. 

(2) (Reserved) 

(3) (Reserved) 

(h) 

(i) 

(j) 

Subcontracting. The contractor has the responsibility to obtain from its subcontractors 

all data and rights therein necessary to fulfill the contractor's obligations to the 

Government under this contract. If a subcontractor refuses to accept terms affording 

the Government such rights, the contractor shall promptly bring such refusal to the 

attention of the Contracting Officer and not proceed with subcontract award without 

further authorization. 

Relationship to patents. Nothing contained in this clause shall imply a license to the 

Government under any patent or be construed as affecting the scope of any license or 

other right otherwise granted to the Government. 

The contractor agrees, except as may be otherwise specified in this contract for specific 

data items listed as not subject to this paragraph, that the Contracting Officer or an 

authorized representative may, up to three years after acceptance of all items to be 

delivered under this contract, inspect at the contractor's facility any data withheld 

pursuant to paragraph (g)(1) of this clause, for purposes of verifying the contractor's 

assertion pertaining to the limited rights or restricted rights status of the data or for 

evaluating work performance. Where the contractor whose data are to be inspected 

demonstrates to the Contracting Officer that there would be a possible conflict of 

interest if the inspection were made by a particular representative, the Contracting 

Officer shall designate an alternate inspector. 

9.0 TRAVEL AND PER DIEM COSTS (FEB 1998) 

Costs incurred by contractor personnel for travel, including costs of lodging, other subsistence, 

and incidental expenses, shall be considered to be reasonable and allowable only to the extent 

that they do not exceed the rates and amounts set by Subchapter I of Chapter 57 of Title 5, 

United States Code, or by the Administrator of General Services or the President (or his 

designee) pursuant to any revision of such subchapter; and are allowable pursuant to the 




"Allowable Cost and Payment" clause, FAR 52.216-7. Applicable to educational institutions, 

costs incurred by personnel for travel, including costs of lodging, other subsistence, and 

incidental expenses, shall be considered reasonable and allowable only to the extent that such 

costs do not exceed the limits and principles provided in government-wide regulation of such 

costs established by the Director of the Office of Management and Budget [i.e., OMB Circular A- 

21]. 

Foreign travel shall be subject to DEAR 952.247-70. 




APPENDIX 1 

STATEMENT OF WORK 

UNIVERSITY OF NORTH DAKOTA (Wang) - 09123-09 

Enhanced Oil Recovery from the Bakken Shale Using Surfactant Imbibition Coupled with Gravity 

Drainage 

A. SCOPE OF WORK 

The objective of this research project is to determine whether surfactant solutions can alter the 

wettability of the Bakken shale formation (in North Dakota’s Williston Basin), so that oil recovery can be 

enhanced by a mechanism involving imbibition. 

The proposed project has two primary goals: 

(1) Testing the degree of imbibition for available waters in different portions of the Bakken shale, to 

establish their true wetting state. The SUBCONTRACTOR will investigate whether significant 

imbibition can be induced using only pH or salinity variation of available waters. 

(2) Investigating the ability of certain surfactant solutions to alter wettability of the Bakken shale. 

This alteration should promote imbibition of dilute aqueous surfactant solutions and increase oil 

displacement from the shale. 

B. TASKS TO BE PEFORMED 

Task 1.0 Project Management Plan 

The SUBCONTRACTOR shall develop a Project Management Plan consisting of a work breakdown 

structure and supporting narrative that concisely addresses the overall project as set forth in the 

agreement. The SUBCONTRACTOR shall provide a concise summary of the objectives and approach for 

each Task and, where appropriate, for each subtask. The SUBCONTRACTOR shall provide schedules and 

planned expenditures for each Task including any necessary charts and tables, and all major milestones 

and decision points. The SUBCONTRACTOR shall identify key milestones that need to be met prior to 

project proceeding to the next phase. This report is to be submitted within 30 days of the Award. The 

RPSEA Contracts/Procurement Manager shall have 20 calendar days from the receipt of the Project 

Management Plan to review and provide comments to the University of North Dakota. Within 15 

calendar days after receipt of the RPSEA’s comments, the SUBCONTRACTOR shall submit a final Project 

Management Plan to the RPSEA Contracts/Procurement Manager for review and approval. 

Task 2.0 Technology Status Assessment 

The SUBCONTRACTOR shall perform a Technology Status Assessment and submit a summary report 

describing the state-of-the-art of the proposed technology. The report shall include both positive and 

negative aspects of each existing technology. The report should be no more than five typewritten pages 


Attachment A 28


in length. The report is not to contain any proprietary or confidential data, as the report will be posted 

on the RPSEA website for public viewing. The report is to be submitted within 30 days of the Award. 

Task 3.0 Technology Transfer 

SUBCONTRACTOR shall work with RPSEA throughout the project to develop and implement an effective 

overall Technology Transfer program. Technology Transfer activities will consist of both project and 

program level activities amounting to not less than 2.5% of the total cost of the project. The total cost of 

the project is the value of funds provided by RPSEA plus the value of SUBCONTRACTOR’S cost share. 

SUBCONTRACTOR shall nominate work/activities for 1.5% of the total cost for project level technology 

transfer activities. This work/activities may typically include writing technical papers and, as appropriate, 

participation in agreed to conferences and workshops. RPSEA will reserve 1% of the total cost for 

program level technology transfer activities. Project level Technology Transfer Plans will be submitted 

to RPSEA within 30 calendar days of Project kick-off. Technology transfer activities will also be detailed 

in the Project Management Plan. SUBCONTRACTOR will report the cost associated with project level 

technology transfer activities on each monthly report. 

DOE periodically will request information from SUBCONTRACTOR through RPSEA for the purposes of 

estimating or evaluating the benefits of the program and for review of Project Summary Sheets, 

newsletter articles and project status and successes. SUBCONTRACTOR shall provide information 

requested by RPSEA to support DOE’s quantitative estimation of program benefits. 

Task 4.0 Aqueous Solution Imbibition Evaluation 

The objective of Task 4 is to characterize the wettability and imbibition character of the Bakken 

Formation, and then to formulate surfactant solutions that can promote imbibition while minimizing 

formation damage and clay swelling. This will be accomplished through the following subtasks. 

Subtask 4.1 – Surfactant formulation optimization 

The purpose of this subtask is to identify a surfactant formulation that promotes imbibition while 

minimizing clay swelling and formation damage. SUBCONTRACTOR will follow the approach of earlier 

studies and optimization will involve balancing the pH, salinity, and divalent cation content of the 

injected aqueous fluid. 

Subtask 4.2 – Wettability experiments (with water only and with surfactant solutions) 

The purpose of this subtask is to determine the wettability of different parts of the Bakken formation. 

Wettability will be assessed using the Amott-Harvey test. Surfactant solution will be used to investigate 

the wettability alteration. 

Subtask 4.3 – Imbibition experiments (with water only and with surfactant solutions) 

The purpose of this task is to first establish a baseline for spontaneous imbibition into Bakken samples 

using brine only. Brine of different water compositions will be examined first. Later, surfactant solutions 

will be used to find the affect of surfactants on the imbibition process. Experiments will be conducted at 

different temperatures from 20 to 120˚C. Factors affecting imbibition will be assessed based on the 

experimental results. 

Subtask 4.4 – Phase behavior studies 


Appendix 1 29


The purpose of the phase behavior study is to determine the surfactant composition and salinity that 

provides the lowest IFT. Two phase (surfactant-brine) and three phase (Oil-brine–surfactant) behavior 

will be observed, using brines at various salinities ranging from 0 to 1M, and different temperatures 

from 20 to 120˚C. Na 2 CO 3 and NaCl will be used to change salinity in different cases. 

Subtask 4.5 – Interfacial tension tests 

The purpose of this task is to measure IFT to help optimize the formulation for the oil/brine/surfactant 

system. Optimal salinity is taken as the salinity of the system which gives the least IFT between the oil 

and the aqueous phase. 

Task 5.0 Numerical Simulation and Modeling of Imbibition 

The objective of Task 5 is to build a numerical model of the system will be employed to simulate the 

imbibition process. The model will be based on an isothermal system. Four components will be 

considered: hydrocarbon, water, surfactant, and salt. The SUBCONTRACTOR shall first build an ideal 

model to match results of the imbibition and core flooding experiments. The SUBCONTRACTOR shall 

then conduct a field-scale numerical simulation model to predict enhanced oil recovery. A field-scale 

numerical model will be set up to estimate oil production in reservoir-scale matrix blocks. Where 

possible, the field-scale model will use reservoir properties and dimensions based on information 

derived from industry contacts, although certain ideal assumptions may be necessary (homogenous 

matrix, perpendicular and infinitely permeable fractures, etc.) 

Subtask 5.1– Ideal model building 

The purpose of this task is to scale the laboratory results with the ideal numerical model. The model will 

be based on an isothermal system. Four components will be considered: hydrocarbon, water, surfactant, 

and salt. 

Subtask 5.2– Field-scale numerical simulation prediction 

The purpose of this task is to estimate oil production in reservoir-scale matrix blocks. The field-scale 

model will use reservoir properties and dimensions based on information derived from industry 

contacts, although certain ideal assumptions may be necessary (homogenous matrix, perpendicular and 

infinitely permeable fractures, etc.) 

Task 6.0 - Routine Reports and Other Activities 

Upon contract execution, SUBCONTRACTOR and other project participants should coordinate with the 

RPSEA Project Manager to plan and schedule the Project Kick-off Meeting(s). 

Monthly reports are due to RPSEA on or before the 7 th of every month. Report templates are provided 

by RPSEA on its website. 

RPSEA schedules progress meetings and SUBCONTRACTOR may be requested to provide a project 

presentation, as required. 


Appendix 1 30


SUBCONTRACTOR may be asked to participate in person, or via web meeting at the RPSEA Project 

Manager’s discretion. Planning should be done for a Houston based meeting although there may 

occasionally be a need to meet at SUBCONTRACTOR‘s office. 

A final project presentation will also be expected following Project completion. 

REQUESTS FOR INFORMATION 

DOE periodically will request information from SUBCONTRACTOR through RPSEA for the purposes of 

estimating or evaluating the benefits of the program. SUBCONTRACTOR shall provide information 

requested by RPSEA to support DOE’s quantitative estimation of program benefits. 

C. Responsibilities Of Subcontractor 

1. SUBCONTRACTOR shall furnish the necessary qualified personnel for the implementation of the 

tasks set forth in B. above. 

D. Deliverables of the Defined Effort 

All Monthly Reports and Deliverables must be uploaded to the RPSEA SharePoint web site. Monthly 

Reports and Deliverables are due by the 7 th calendar day of the month. The hyperlink to access the 

SharePoint site and “Instructions for using and Uploading Invoices, Reports, and Deliverables” is: 

https://sp.rpsea.org/RPSEA_PM_Action. SUBCONTRACTOR shall supply RPSEA with the name, email 

address, and phone number for a point of contact (POC) responsible for uploading. SUBCONTRACTOR 

shall provide the POC within 10 business days from the effective date of the subcontract. RPSEA will 

have the SharePoint site activated for SUBCONTRACTOR within 20 business days from the effective date 

of the subcontract. Reports and Deliverables sent in any other manner will not be acknowledged and 

will be rejected. 

1. Project Management Plan - due within thirty (30) days of the Project kick-off. 

2. Technology Status Report - due within thirty (30) days of the Project kick-off. 

3. Technology Transfer Plan - due within thirty (30) days of the Project kick-off. 

4. SUBCONTRACTOR will construct an open-access project website within 6 months (180 days) of 

the project kick-off date. It should include project information, progress reports, and other 

pertinent information derived from the project and should be maintained throughout the 

project period. 

5. SUBCONTRACTOR will work with the PTTC or other appropriate producer organizations to 

present at least two talks on study results at meetings or workshops that target the regional 

producers by the end of the project. 

6. SUBCONTRACTOR will publish at least one relevant article in a trade journal that specifically 

targets producers by the end of the project. This article should be accepted for publication by 

the end of the project. 


Appendix 1 31


7. SUBCONTRACTOR will prepare/present at least one technical article for SPE or similar peerreviewed 

journal. This article or presentation should be accepted by the review organization by 

the end of the project. 

8. SUBCONTRACTOR will provide a technical report detailing the experimental parameters and 

results of the experiments undertaken in Task 4. 

9. SUBCONTRACTOR will provide a technical report describing the results of the simulations 

performed in Task 5. 

10. A Final Report on the results of the Defined Effort. Template will be provided by RPSEA and 

available on RPSEA web. 

Deliverables Summary 

Notwithstanding the above descriptions of deliverables, the table below summarizes the 

project deliverables and due dates that are required for submittal throughout the project. 

These deliverables shall be submitted by their respective due dates. 

Deliverable 

Due Date 

Project Management Plan 

1 month after the Project 

Kickoff date 

Technology Status Assessment 


Report 


Technology Transfer Plan 



Website Construction 

To be maintained for 

duration of 36 month 

Project 

Annual Report #1 Interim report for Task 4 

- 12 months after 

Subcontract Award 

Annual Report #2 

Interim report for Tasks 

3, 4, &5 - 24 months after 


Draft Final Report 

2 Months prior to Project 

completion date.date 

Presentations #1 & 2 

Due on completion of 

Task 4 - 32 months after 


Article publication #1 

Article acceptance by 

RPSEA – Prior to 36 

Month Project 


Appendix 1 32


Article publication #2 

Final Report 

completion date 

Article acceptance by 

RPSEA – Prior to 36 

Month Project 

completion date 

NLT Project completion 

date 

E. Responsibilities of RPSEA 

1. RPSEA shall designate its Managing Coordinator to the SUBCONTRACTOR in writing. 

2. RPSEA shall provide templates for periodic, final, and technical reports. 

F. Milestones and Schedule 

Planned completion date Milestone 

Year 1, Budget Period 1 - 12 Months in duration from Date of Subcontract Award.- Milestones 

include: 

Task 1: Submit Project Management Plan to RPSEA 

Task 2: Submit Technology Status Report to RPSEA 

Task 3: Submit Technology Transfer Plan to RPSEA. 

Subtask 4.1: Provide assessment for the initial result for surfactant formulation 

optimization. Results will be used in Subtasks 4.2 to 4.5. Year 1, Budget Period 1. 

Subtask 4.2: Provide assessment for the true wettability statues of the different 

portion from the Middle Bakken member and the associate shale members. 

Results will be used in Subtasks 4.3 to 4.5, and subtask 5.1, 5.2. (CRITICAL PATH 

MILESTONE) 

Subtask 4.3: Provide the imbibition rates and maximum recoveries during the 

period of the aqueous solution imbibitions at room temperature and the TDS 

(Total Dissolved Solid Salinity) of about 300,000 mg/L (according to the reservoir 

condition of Bakken formation in Williston Basin). Results will be used in 

Subtasks 5.1, 5.2. (MILESTONE) 

Task 6: Provide monthly report, annual report and other involved 

activities. 

Year 2, Budget Period 2 - 12 Months in duration, beginning in month 13 and ending in month 

24, after Date of Subcontract Award.- Milestones include: 


Subtask 4.3: Provide the imbibition rates and maximum recoveries during the 

period of the aqueous solution imbibitions in the temperature range of 20 to 


Appendix 1 33


120˚C, and different pH values. Results will be used in Subtasks 5.1, 5.2. 

Subtask 4.4: Provide the observation results of the Surfactant–brine phase 

behavior by changing salinity in different cases, and the Oil-brine–surfactant 

phase behavior by observing the change from Winsor type II - to type of II + phase 

behavior with the increase in salinity of the solution. Results will be used in 

Subtasks 5.1, 5.2. (CRITICAL PATH MILESTONE) 

Subtask 4.5: Provide the lowest IFT (Interfacial Tension) with the optimized 

surfactant formulation. Results will be used in Subtask 5.1 and 5.2.( MILESTONE) 

Task 6: Provide monthly report, annual report and other involved activities 

Year 3, Budget Period 3 - 12 Months in duration, beginning in month 25 and ending in month 

36, after Date of Subcontract Award.- Milestones include: 


Subtask 5.1: Provide an ideal numerical model to scale the laboratory results. 

The model can describe how different parameters including water-oil ratio 

(WOR), IFT, wettability alteration; surfactant concentration, fracture 

dimensions, and rock and fluid properties affect the amount and the rate of oil 

recovery. Result will be used in Subtask 5.2. 

Subtask 5.2: Provide a field-scale numerical model to estimate oil production in 

reservoir-scale matrix blocks. The wells to be tested will be selected from sites 

in the Williston Basin in North Dakota. The reservoir dimensions will based on 

real data. (MILESTONE) 

Task 6: Provide monthly report, final report and other involved activities 

G. Project Schedule/Timeline 

Table-1 provides a schedule of the project broken down by task and subtask, identified in (B) above. 

The schedule shows interdependencies between tasks and includes the milestones that are identified in 

the Milestone Log (Section C of the PMP). Task and Subtask titles are listed below. 

Task 1.0 - Project Management Plan (PMP) 

Task 2.0 - Technology Status Assessment 

Task 3.0 - Technology Transfer 

Task 4.0 - Aqueous Solution Imbibition Evaluation 

Subtask 4.1– Surfactant formulation optimization 

Subtask 4.2– Wettability experiments 

Subtask 4.3– Imbibition experiments 

Subtask 4.4– Phase behavior studies 

Subtask 4.5– Interfacial tension tests 

Task 5.0 - Numerical Simulation and Modeling of Imbibition 

Subtask 5.1– Ideal model building 

Subtask 5.2–Field-scale numerical simulation prediction 

Task 6.0 - Routine Reports and Other Activities 


Appendix 1 34


Table-1 Project Schedule/Time line 

1 st Quarter 2 nd Quarter 3 rd Quarter 4 rd Quarter 

Task 1.0, 

2.0, 3.0 

1 st 

year 

Subtask 4.1, CPM 

Subtask 4.2, CPM, need 4.1 

Subtask 4.3 M, need 4.1 & 4.2 

Task 6.0 


2 nd 

year 

Task 3.0 

Subtask 4.3, M, need 4.1 &4.2 

Subtask 4.4, CPM, need 4.1-4.3 

Subtask 4.5, M, need 4.1-4.3 

Task 6.0 


3 rd 

year 

Task 3.0 

Subtask 5.1, M, need 4.2 to 4.5 

Subtask 5.2, M, need 5.1, Task 6.0 

Here: M=milestone, CPM=critical path milestone. 


Appendix 1 35


ATTACHMENT A 

SUBCONTRACTOR ACQUIRED PROPERTY CHECKLIST 

DESCRIPTION 

OF PROPERTY 

ESTIMATED 

ACQUISITION COST 

EQUIPMENT 

[Insert a description and quantity of tangible, nonexpendable personal property charged directly to the 

award having a useful life of more than two years and an acquisition cost of $5,000 or MORE per unit.] 

Equipment UM Unit Cost Total Cost 

Spinning Drop Interfaacial Tensiometer 1 each $24,000 $24,000 

NON-EXPENDABLE PROPERTY 

[Insert a description and quantity of tangible, nonexpendable personal property charged directly to the 

award having a useful life of more than two years and an acquisition cost of LESS than $5,000 per unit. 

DO NOT include expendable property (i.e. paper, pens, pencils, gases, chemicals, etc.)] 

Non-Expendable Property UM Unit Cost Total Cost 

Pyrex Brand Burettes 4 each $250.00 $1,000.00 

Burette Clamp & Stand 3 each $190.00 $570.00 

Vacuum Pump 1 each $400.00 $400.00 

Magnetic Stirrer 2 each $357.50 $715.50 

Thermometer 2 each $60.00 $120.00 

Nickel Plated Steel Rod 2 each $291.50 $583.00 

4 Hook Connectors 3 each $368.00 $1,104.00 

Carboy Caddy 1 each $600.00 $600.00 

Standard Weighing Boats 1 set $70.00 $70.00 

One-Hand Tube Bender 1 each $120.00 $120.00 

TOTAL $5,282.50 

EXPENDABLE MATERIALS AND SUPPLIES 

[Insert a summary of the types of tangible, expendable personal property charged directly to the award 

having a useful life of less than two years and an acquisition cost of $5,000 or less per unit. List the 

types of items to be purchased and a sum of the acquisition cost of all items. DO NOT itemize.] 

[Provide the same level of detail as shown above for all lower tier subcontractors.] 

Expendable Materials and Supplies 

Lab Glass Wares, Tubing & Accessories, Chemicals, General 

Lab Supplies 

Total Cost 

$15,717.50 


Attachment A 36

09123-09 subcontract - University of North Dakota

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