Research Partnership to Secure Energy for America
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
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
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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.
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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
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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.
2.1
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
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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.
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.
(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.
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.
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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.
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,
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Research Partnership to Secure Energy for America 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.
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.
(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.
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
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Research Partnership to Secure Energy for America 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.
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.
(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
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Research Partnership to Secure Energy for America 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.
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
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Research Partnership to Secure Energy for America 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) Determine the amounts due to the subcontractor under the Subcontract; and
(B) 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) An assignment to RPSEA and or the Government, in form and substance satisfactory to
(ii)
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 -
(iii) Specified claims stated in exact amounts or in estimated amounts when the exact amounts are not known;
(iv) 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
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(v) writing to RPSEA within 6 years following the release date or notice of final payment date, whichever is earlier; and
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.
(1)
(2)
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 –
Shall be the anticipated final rates; and
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
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.
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.
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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.
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.
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.
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.
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.
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FAR 52.232-22
FAR 52.242-15
FAR 52.244-2
FAR 52.244-6
FAR 52.245-1
FAR 52.245-9
FAR 52.246-9
FAR 52.247-63
FAR 52.247-64
FAR 52.249-5
LIMITATION OF FUNDS (APR 1984). Applies if the subcontract is incrementally funded.
STOP WORK ORDER (AUG 1989) ALTERNATE I (APRIL 1984)
SUBCONTRACTS (JUN 2007) Applies if subcontractors will be involved in the execution of the contract
SUBCONTRACTS FOR COMMERCIAL ITEMS (SEP 2006). “Commercial item” has the meaning contained in FAR 52.202-1, Definitions.)”
GOVERNMENT PROPERTY (JUN 2007)-ALTERNATE I (JUN 2007)-ALTERNATE
II (JUN 2007)
USE AND CHARGES (JUN 2007)
INSPECTION OF RESEARCH AND DEVELOPMENT (APR 1984)
PREFERENCE FOR U. S. FLAG AIR CARRIERS (JUNE 2003). Applies if the subcontract involves international air transportation.
PREFERENCE FOR PRIVATELY OWNED U.S.-FLAG COMMERCIAL VESSELS
(FEB 2006)
TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (EDUCATIONAL
AND OTHER NONPROFIT INSTITUTIONS) (SEP 1996). Applies only to educational and nonprofit institutions.
TERMINATION (COST REIMBURSEMENT) FAR 52.249-5
APPLICABLE IF THE SUBCONTRACT IS FOR $10,000 OR MORE:
FAR 52.209-6
FAR 52.222-35
PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING
WITH CONTRACTORS DEBARRED SUSPENDED, OR PROPOSED FOR
DEBARMENT (SEP 2006)
EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE
VIETNAM ERA AND OTHER ELIGIBLE VETERANS (SEP 2006)
FAR 52.222-36
FAR 52.222-37
FAR 52.222-39
AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUNE 1998)
EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS, VETERANS OF
THE VIETNAM ERA AND OTHER ELIGIBLE VETERANS (SEP 2006)
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
FAR 52.203-12
ANTI-KICKBACK PROCEDURES (JULY 1995)
FAR 52.215-2
FAR 52.215-2
FAR 52.219-8
LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL
TRANSACTIONS (SEP 2005)
AUDIT AND RECORDS – NEGOTIATION (JUN 1999)
AUDIT AND RECORDS – NEGOTIATION (JUN 1999), ALTERNATE II -(APR
1998) Applies toNon-Profit Organizations.
UTILIZATION OF SMALL BUSINESS CONCERNS (MAY 2004)
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FAR 52.222-4
FAR 52.223-13
FAR 52.223-14
FAR 52.227-2
FAR 52.233-1
CONTRACT WORK HOURS AND SAFETY STANDARDS ACT - OVERTIME
COMPENSATION (JUL 2005)
CERTIFICATION OF TOXIC CHEMICAL RELEASE REPORTING (AUG 2003)
TOXIC CHEMICAL RELEASE REPORTING (AUG 2003)
NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT
INFRINGEMENT (AUG 1996)
DISPUTES (JUL 2002) – ALTERNATE I (DEC 1991)
APPLICABLE IF THE SUBCONTRACT EXCEEDS $500,000:
FAR 52.215-15
FAR 52.215-18
PENSION ADJUSTMENTS AND ASSET REVERSIONS (OCT 2004) (Only subpart
31.3 applies)
REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT BENEFITS
(PRB) OTHER THAN PENSIONS (JUL 2005) ) (Only subpart 31.3 applies)
DEAR 952.226-74
FAR 52.219-9
DISPLACED EMPLOYEE HIRING PREFERENCE (JUN 1997)
APPLICABLE IF THE SUBCONTRACT EXCEEDS $550,000:
SMALL BUSINESS SUBCONTRACTING PLAN (JAN 2002). Applies unless there are no subcontracting possibilities.
APPLICABLE IF THE SUBCONTRACT EXCEEDS $650,000:
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
FAR 52.230-6
COST ACCOUNTING STANDARDS – EDUCATIONAL INSTITUTION (APR 1998)
ADMINISTRATION OF COST ACCOUNTING STANDARDS (APR 2005)
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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)
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;
(c)
(d)
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)
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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.
(a)
SAFETY & HEALTH AND ENVIRONMENTAL PROTECTION (JAN 1999)
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.
(b) 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).
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(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)
“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.
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.
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(d)
(e)
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.
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.
NATIONAL ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE 7.
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 .
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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.
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(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) Data first produced in the performance of this contract;
(ii) Form, fit, and function data delivered under this contract;
(iii) 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
(iv) 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) 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;
(ii) 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;
(iii) 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
(iv) 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.
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(c) Copyright -
(1)
(2)
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.
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.
(d)
(3)
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)
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.
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
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Research Partnership to Secure Energy for America 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) 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;
(ii) 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
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(f)
(2)
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.
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)
(4)
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.
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.
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 -
(2)
(i)
(ii)
Identifies the data to which the omitted notice is to be applied;
Demonstrates that the omission of the notice was inadvertent;
(iii) Establishes that the use of the proposed notice is authorized; and
(iv) 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.
The Contracting Officer may also (i) permit correction at the contractor's expense of incorrect notices if the contractor identifies the data on which
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Research Partnership to Secure Energy for America 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) 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.
(i) 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.
(j) 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
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"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.
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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.
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
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Research Partnership to Secure Energy for America 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
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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.
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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.
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.
1. SUBCONTRACTOR shall furnish the necessary qualified personnel for the implementation of the tasks set forth in B. above.
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.
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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.
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1.
RPSEA shall designate its Managing Coordinator to the SUBCONTRACTOR in writing.
2.
RPSEA shall provide templates for periodic, final, and technical reports.
Planned completion date Milestone
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)
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
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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)
Provide monthly report, annual report and other involved activities
Task 3:
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:
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
Task 5.0 - Numerical Simulation and Modeling of Imbibition
Task 6.0 - Routine Reports and Other Activities
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1 st year
1 st Quarter
Task 1.0,
2.0, 3.0
Subtask 4.1, CPM
2 nd year
1 st Quarter
Task 3.0
Subtask 4.3, M, need 4.1 &4.2
Table-1 Project Schedule/Time line
2 nd Quarter 3 rd Quarter
2 nd Quarter
Subtask 4.2, CPM, need 4.1
Subtask 4.4, CPM, need 4.1-4.3
3 rd Quarter
4 rd Quarter
Subtask 4.3 M, need 4.1 & 4.2
Task 6.0
4 rd Quarter
3 rd
Subtask 4.5, M, need 4.1-4.3
Task 6.0
Quarter 4 rd Quarter
3 rd year
1 st Quarter
Task 3.0
Subtask 5.1, M, need 4.2 to 4.5
2 nd Quarter
Here: M=milestone, CPM=critical path milestone.
Subtask 5.2, M, need 5.1, Task 6.0
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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
Spinning Drop Interfaacial Tensiometer 1 each
UM Unit Cost
$24,000
Total Cost
$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
Pyrex Brand Burettes
Burette Clamp & Stand
Vacuum Pump
Magnetic Stirrer
Thermometer
Nickel Plated Steel Rod
4 Hook Connectors
UM
4 each
3 each
1 each
2 each
2 each
2 each
3 each
Unit Cost
$250.00
$190.00
$400.00
$357.50
$60.00
$291.50
$368.00
Total Cost
$1,000.00
$570.00
$400.00
$715.50
$120.00
$583.00
$1,104.00
Carboy Caddy
Standard Weighing Boats
One-Hand Tube Bender
TOTAL
1 each
1 set
1 each
$600.00
$70.00
$120.00
$600.00
$70.00
$120.00
$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.]
Lab Glass Wares, Tubing & Accessories, Chemicals, General
Lab Supplies
Expendable Materials and Supplies Total Cost
$15,717.50
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Attachment A 36