Request for Proposal # 0058405

For

Oilfield Services in Wise County, Virginia

January 29, 2019Note: This public body does not discriminate against faith-based organizations in accordance with the Code of Virginia, § 2.2-4343.1 or against a bidder or offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment.

RFP 0058405GENERAL INFORMATION FORM

QUESTIONS: All inquiries for information regarding this solicitation should be directed to: Reed Nagel Team Lead for Facilities Support, Phone: (540) 231-5420 e-mail: nagelr@vt.edu

DUE DATE: Proposals will be received until Friday, March 1, 2019, at 3:00 PM. Failure to submit proposals to the correct location by the designated date and hour will result in disqualification.

ADDRESS: Proposals should be mailed or hand delivered to: Virginia Polytechnic Institute and State University (Virginia Tech), Procurement Department (MC 0333) North End Center, Suite 2100, 300 Turner Street NW, Blacksburg, Virginia 24061. Reference the due date and hour, and RFP Number in the lower left corner of the return envelope or package.

Please note that USPS is delivered to a central location and is not delivered directly to Procurement. Allow extra time if sending proposal via USPS. It is the vendor’s responsibility to ensure proposals are received in the Procurement office at the appropriate date and time for consideration.

PRE-PROPOSAL CONFERENCE: A pre-proposal phone conference will be held on Wednesday, February 13, 2019 at 2:00 pm. See section IX, Pre-proposal Conference for additional information.

TYPE OF BUSINESS: (Please check all applicable classifications). If your classification is certified by the Virginia Department of Small Business and Supplier Diversity (SBSD), provide your certification number: ___________. For assistance with SWaM certification, visit the SBSD website at http://sbsd.virginia.gov/ .

____ Large

____ Small business – An independently owned and operated business which, together with affiliates, has 250 or fewer employees or average annual gross receipts of $10 million or less averaged over the previous three years. Commonwealth of Virginia Department of Small Business and Supplier Diversity (SBSD) certified women-owned and minority-owned business shall also be considered small business when they have received SBSD small business certification.

____ Women-owned business – A business concern that is at least 51% owned by one or more women who are U. S. citizens or legal resident aliens, or in the case of a corporation, partnership, or limited liability company or other entity, at least 51% of the equity ownership interest is owned by one or more women who are citizens of the United States or non-citizens who are in full compliance with the United States immigration law, and both the management and daily business operations are controlled by one or more women who are U. S. citizens or legal resident aliens.

____ Minority-owned business – A business concern that is at least 51% owned by one or more minority individuals (see Section 2.2-1401, Code of Virginia) or in the case of a corporation, partnership, or limited liability company or other entity, at least 51% of the equity ownership interest in the corporation, partnership, or limited liability company or other entity is owned by one or more minority individuals and both the management and daily business operations are controlled by one or more minority individuals.

COMPANY INFORMATION/SIGNATURE: In compliance with this Request For Proposal and to all the conditions imposed therein and hereby incorporated by reference, the undersigned offers and agrees to furnish the goods or services in accordance with the attached signed proposal and as mutually agreed upon by subsequent negotiation.

FULL LEGAL NAME (PRINT)(Company name as it appears with your Federal Taxpayer Number)

FEDERAL TAXPAYER NUMBER (ID#)

BUSINESS NAME/DBA NAME/TA NAME(If different than the Full Legal Name)

BILLING NAME(Company name as it appears on your invoice)

PURCHASE ORDER ADDRESS PAYMENT ADDRESS

CONTACT NAME/TITLE (PRINT) E-MAIL ADDRESS

TELEPHONE NUMBER

TOLL FREE TELEPHONE NUMBER

FAX NUMBER TO RECEIVE E-PROCUREMENT ORDERS

I acknowledge that I have received the following addendums posted for this solicitation.

1 _____ 2 _____ 3 _____ 4 _____ 5_____ 6_____ (Please check all that apply)

Is any member of the firm an employee of the Commonwealth of Virginia who has a personal interest in this contract pursuant to the Code of Virginia, 2.2 – 3102 - 3112

YES____________ NO_____________

SIGNATURE ____________________________________ Date: _________________________

01/18/2019

I. PURPOSE:

The purpose of this Request for Proposal (RFP) is to solicit proposals to establish a contract through competitive negotiations for a project involving Oilfield Services in Dickenson County, Virginia as outlined in the Statement of Needs of this RFP, by Virginia Polytechnic Institute and State University (Virginia Tech), an agency of the Commonwealth of Virginia.

II. SMALL, WOMAN-OWNED AND MINORITY (SWAM) BUSINESS PARTICIPATION:

The mission of the Virginia Tech supplier opportunity program is to foster inclusion in the university supply chain and accelerate economic growth in our local communities through the engagement and empowerment of high quality and cost competitive small, minority-owned, women-owned, and local suppliers. Virginia Tech encourages prime suppliers, contractors, and service providers to facilitate the participation of small businesses, and businesses owned by women and minorities through partnerships, joint ventures, subcontracts, and other inclusive and innovative relationships.

III. CONTRACT PERIOD:

The term of this contract is project specific and will be executed until the project is completed.

IV. BACKGROUND:

Virginia Polytechnic Institute and State University (Virginia Tech) is located in Blacksburg, Virginia, approximately 40 miles southwest of Roanoke, Virginia, the major commercial hub of the area. In addition to the university’s main campus in Blacksburg, major off campus locations include twelve agriculture experiment research stations, the Marion duPont Scott Equine Medical Center and graduate centers in Roanoke and Fairfax, Virginia. Regularly scheduled air service is provided at the Roanoke Regional Airport.

Dedicated to its motto, Ut Prosim (That I May Serve), Virginia Tech takes a hands-on, engaging approach to education, preparing scholars to be leaders in their fields and communities. As the Commonwealth’s most comprehensive university and its leading research institution, Virginia Tech offers 240 undergraduate degree programs to more than 31,000 students and manages a research portfolio of nearly $513 million. The university fulfills its land-grant mission of transforming knowledge to practice through technological leadership and by fueling economic growth and job creation locally, regionally, and across Virginia.

Mining and Minerals Engineering

The Department of Mining and Minerals Engineering at Virginia Tech offers an engineering program containing aspects of mineral science, engineering, and technology that is professionally related to the minerals industry. Graduates of this program find domestic and international employment opportunities with hardrock, coal, industrial minerals, and construction aggregates producers, as well as with government agencies and equipment vendors.

The mission of the department is to produce high quality, rigorously trained mining engineers, whose background and education reflect the current level of technology and thought of the profession, and who can enter directly into engineering practice or, alternatively, graduate school for further study.

Virginia Center for Coal and Energy Research

The Virginia Center for Coal and Energy Research (VCCER) was created by an Act of the Virginia General Assembly on March 30, 1977, as an interdisciplinary study, research, information and resource facility for the Commonwealth of Virginia. In July of that year, a directive approved by the Virginia Tech Board of Visitors placed the VCCER under the University Provost because of its intercollegiate character, and, because the Center's mandate encompasses the three missions of the University: instruction, research and extension.

Project

The U.S. Department of Energy (DOE) Office of Fossil Energy awarded Virginia Tech and EnerVest Operating LLC the project Field Laboratory for Emerging Stacked Unconventional Plays (ESUP), project number DE-DE0031576 on March 9, 2018. Early efforts have commenced, and are focused on ESUP site selection including characterization and design of the field laboratory, risk characterization, management and mitigation, and site permitting and regulatory approvals.

Goal

The goal of the Field Laboratory for Emerging Stacked Unconventional Plays (ESUP) is to investigate and characterize the resource potential for multi-play production of emerging unconventional gas reservoirs in Central Appalachia.

Overview

The Central Appalachian region is host to an abundance of hydrocarbon resources that include coalbed methane, shale, and other unconventional reservoirs. Many of these plays are vertically stacked such that a single well or group of wells in close proximity can produce simultaneously from multiple reservoirs. Many of these reservoirs produce less than 50,000 barrels of oil equivalent (BOE) per day and can thus be classified as Emerging Stacked Unconventional Plays (ESUPs). The project is designed to improve characterization of the multiple emerging unconventional pay zones that exist in the established Nora Gas Field through the drilling and coring of a vertical stratigraphic test well up to 16,000 feet deep. Additionally, the ESUP Field Laboratory Team will explore and quantify the benefit of novel well completion strategies in this region. The project team will monitor the drilling of at least one multi-stage lateral well in the emerging (and technologically accessible) Lower Huron Shale. Laboratory analysis, reservoir simulation, and monitoring observations will be integrated. An assessment will be made of the multi-play resource potential, and a recommended strategy will be advanced for prudent development that considers regional environmental and socioeconomic impacts.

Impact

The benefits associated with prudently developing these ESUPs include reduced surface footprint, infrastructure requirements, and development costs. While advances in technology continue to increase the nation’s portfolio of economically recoverable hydrocarbons, uncertainty and technical challenges deter the level of investment required to develop Central Appalachia’s ESUPs. While it is imperative to meet the need for economic development, the region also contains “some of the world’s best remaining examples of diverse, intact, and connected temperate forests and freshwater streams” that reach tens of millions of people every day (Nature Conservancy, 2014). Although resource development and environmental conservation are often conflicting priorities, the results of this research effort will combine best practices, state of the art technology, and effective outreach to address the concerns of all stakeholders.

Current Focus

The current focus of the project is to develop a deep vertical stratigraphic test well that will be drilled approximately 16,000 feet to basement. This well will be located near Coeburn in Wise County, Virginia. For an exact location, refer to Attachment C: Site Location and Supporting Information. This RFP addresses most of the products and services required to prepare the site and install the characterization well. Drilling is anticipated to start in Q2 2019, though the actual start date is predicated by regulatory and administrative constraints as well as rig availability.

Additional opportunities may be made available through future Request for Proposals upon completion of milestone tasks, including borehole-scale characterization (e.g., downhole seismic and/or distributing sensing) and microseismic monitoring. Any future solicitations will be able to use the characterization well from this test to monitor the completion of a Lower Huron horizontal well in close proximity.

V. EVA BUSINESS-TO-GOVERNMENT ELECTRONIC PROCUREMENT SYSTEM:

The eVA Internet electronic procurement solution streamlines and automates government purchasing activities within the Commonwealth of Virginia. Virginia Tech, and other state agencies and institutions, have been directed by the Governor to maximize the use of this system in the procurement of goods and services. We are, therefore, requesting that your firm register as a vendor within the eVA system.

There are transaction fees involved with the use of eVA. These fees must be considered in the provision of quotes, bids and price proposals offered to Virginia Tech. Failure to register within the eVA system may result in the quote, bid or proposal from your firm being rejected and the award made to another vendor who is registered in the eVA system.

Registration in the eVA system is accomplished on-line. Your firm must provide the necessary information. Please visit the eVA website portal at http://www.eva.virginia.gov/pages/eva-registration-buyer-vendor.htm and register both with eVA and Ariba. This process needs to be completed before Virginia Tech can issue your firm a Purchase Order or contract. If your firm conducts business from multiple geographic locations, please register these locations in your initial registration.

For registration and technical assistance, reference the eVA website at: http://www.eva.virginia.gov, or call 866-289-7367 or 804-371-2525.

VI. STATEMENT OF NEEDS:

The VCCER is requesting proposals for each individual component of the project delineated in this section (Parts A – R). Contractors are welcome to reply to any number of the individual components but must propose pricing individually for each component.  In addition to proposing individual pricing per component, contractors are welcome to bundle multiple components together in order to create a more competitive proposal. 

EnerVest Operating LLC will be serving as an advisor during this solicitation and will be a non-voting member of the committee.

EnerVest manages, natural gas operations and wells on the property where this research will take place and is committed to share costs for this project. Any contractor selected must have or is able to obtain a Masters Services Agreement to perform work on the property. The Master Services Agreement (MSA) will be between the Contractor and EnerVest. Please refer to Attachment E for a sample MSA agreement.

By submitting a proposal, the contractor agrees to become a certified vendor with EnerVest and agree to provide all documents and insurance in a timely fashion. Any delay in completing the Master Services Agreement with EnerVest will result in the proposal being rejected.

The Contractor is required to adhere to all terms and conditions, including all Federal and Department of Energy terms and conditions attached to the solicitation.

A. SITE PREPARATIONThe selected Contractor will furnish all labor, materials, and equipment to prepare a level well pad site to support drilling and related activities. Site preparation will include clearing and grubbing, upgrade or construction of access roads, excavation of a fluid/cuttings discharge pit, and installation of erosion and sediment control structures. The Contractor will be provided with construction plans depicting the site layout and required specifications. Note that this work does not include the installation of a secondary containment system.

Typically, this work is performed by a three-person crew working 10-hour days with a CAT 320 Excavator and D-6 bulldozer or similar equipment. However, the Contractor is encouraged to suggest alternate staffing and equipment configurations based on their experience.  

Proposals for these services should be quoted on a fully-loaded, per hour basis with an estimated number of hours to complete all required work. 

Refer to Attachment C: Site Location and Supporting Information, for additional relevant information regarding this bid item.

B. AIR ROTARY DRILLING RIG The selected Contractor will provide an air rotary drilling rig and furnish all labor, materials, and related equipment (unless otherwise specified) to drill and install a vertical characterization well to an approximate depth of 3,000 feet. The drilling rig will be on-site during drilling, open-hole logging, coring, and casing installation activities.

The specifications of the air rotatory drilling rig are as follows:

a. 185,000-lb static hook loadb. 4 - 8” DCc. 3 - 1170 HP air compressors with boosterd. Soap tank

The Contractor will provide mobilization to and from the site and all drilling bits and related equipment necessary to drill and install the well.

The following relevant items will be provided by the Offeree and should not be included in cost proposals:

b. Potable waterc. Living quartersd. Casing, cement, and related labore. Drilling mud and chemicals

Proposals for these services should be quoted on a fully-loaded, per foot basis to complete all required work, inclusive of all costs related to mobilization, fuel, bits, etc.. Additionally,

proposals should be accompanied with a schedule of availability, location of the drilling rig and personnel, and specifications of the selected drilling bits.

Refer to Attachment D: Geology and Intervals of Interest for additional relevant information regarding this bid item.

C. HYDRAULIC ROTARY DRILLING RIG The selected Contractor will provide a hydraulic rotary drilling rig (“Bottom Hole Rig”) and furnish all labor, materials, and related equipment (unless otherwise specified) to drill and install a vertical characterization well to an approximate depth of 16,000 feet. Specifically, the Contractor will utilize the existing vertical boring as developed in Item B: Air Rotary Drilling Rig and increase the depth to approximately 16,000 feet. The drill rig will be on-site during drilling, open-hole logging, coring, and casing installation activities.

The specifications of the air rotatory drilling rig are as follows:

a. 500,000-lb static hook loadb. 5” DPc. 13-5/8”, 10000 psi BOPs with accumulatord. 3 - 1,300 HP mud pumpse. Choke manifoldf. 500-ton top driveg. Solids control equipment

The following relevant items will be provided by the Offeree and should not be included in cost proposals:

a. Off-road diesel fuelb. Potable waterc. Living quartersd. Casing, cement, and related labore. Drilling fluids and additivesf. Drill bitsg. Drill rig mobilization

Proposals for these services should be quoted on a fully-loaded, per day basis to complete all required work. Additionally, proposals should be accompanied with a schedule of availability and location of the drilling rig and personnel.

Refer to Attachment D: Geology and Intervals of Interest, for additional relevant information regarding this bid item.

D. RIG MOBILIZATION The selected Contractor will furnish all labor, materials, and related equipment to provide drilling rig mobilization services to and from the site. Because the location and details of the drilling rig are unknown at time of writing, additional information will be provided to prospective contractors after the drilling services contractor is selected.

Proposals for these services should be quoted on a fully-loaded, per mile and/or per day basis with an estimated number miles and days required to complete all work. Additionally, proposals should be accompanied with a schedule of availability and location of the drilling rig and personnel.

E. SITE LIVING QUARTERS

The selected Contractor will furnish all labor, materials, and related equipment to deliver, install, and remove temporary site living quarters. The living quarters will be fully furnished and appropriately sized and equipped to comfortably accommodate eight people with separate office spaces. The Contractor will provide generators, sewage tanks, potable water tanks, and all other equipment needed to operate the living quarters.

Proposals for these services should be quoted on a fully-loaded, per day basis to complete all required work.

F. DRILLING MUD AND CHEMICALS The selected Contractor will furnish all labor, materials, and related equipment to provide drilling mud and chemicals and related services to support drilling activities. The Contractor will provide all necessary personnel to operate the mud system and related equipment on a 24-hour basis. The mud system will have the following specifications:

a. 2000-bbl capacityb. Up to 16 ppg mud densityc. Saturated brine system

Proposals for drilling mud and chemicals should include a schedule of all appropriate and available products priced on a delivered, per-barrel basis. The price for the mud system and on-site personnel should be quoted on a fully-loaded, per-day basis.

G. DIRECTIONAL AND MWD EQUIPMENT The selected Contractor will furnish all labor, materials, and related equipment to provide a mud motor and measurement-while-drilling (MWD) survey tools to support drilling activities. The Contractor will provide all necessary personnel to operate the mud motor and MWD tool on a 24-hour basis. The mud motor will be a 6.75” 7/8 straight mud motor for use in an 8-1/2” hole.

Proposals for these services should be quoted on a fully-loaded, cost per day basis, with individual quotes mud motor and MWD services. Quotes should also include an applicable “lost in hole” insurance policy on a per-day below the rotary table or similar basis.

H. DRILL BITS The selected Contractor will provide hydraulic drilling bits as needed to complete drilling activities. The specifications of the bits are as follows:

a. Polycrystalline diamond compact (PDC) typeb. 8-1/2” diameterc. 8 bladed. 13mm cutterse. Gauge protection

Proposals for drilling bits should include a schedule of all appropriate and available products priced on a delivered, per-item basis.

I. SIDEWALL CORING The selected Contractor will furnish all labor, materials, and related equipment to provide sidewall coring services. This work is comprised of two jobs (“Job 1” and “Job 2”) that should be treated as separate items for the purposes of proposals, as there will be a significant lapse in time between the jobs.

Although the coring plan is not yet finalized, the following represents the currently anticipated intervals of interest:

Job 1

a. Lower Huron: 5810 – 6007’ 

Job 2

a. Nolichucky Shale: 11922 - 12221’c. Rogersville Shale: 12902 - 12981’d. Pumpkin Valley Shale: 13195 - 13267’d. Rome Formation: 13267 - 14376’

Proposals for these services should be quoted on a fully-loaded, per-foot (or other appropriate) basis to complete all required work.

J. CORE ANALYSIS The selected Contractor will furnish all labor, materials, and related equipment to provide core laboratory analysis services. The samples will be side-wall cores acquired through the “Sidewall Coring” item of this RFP. Specific evaluations and measurements of interest are as follows:

a. Tight rock analysisb. Source rock analysisc. X-ray diffraction (XRD)d. Scanning electron microscope (SEM)e. Adsorption isotherms

Prospective Contractors are also encouraged to suggest alternate or additional services that are not specified above. Proposals for these services should be quoted on a per-core basis for each service or suite of services.

K. LOGGING AND INTERPRETATION The selected Contractor will furnish all labor, materials, and related equipment to provide open-hole logging and interpretation services. The open-hole logging is comprised of two jobs (“Job 1” and “Job 2”) that should be treated as separate items for the purposes of proposals, as there will be a significant lapse in time between the jobs.

Although the logging plan is not yet finalized, the currently anticipated open-hole logs of interest are as follows:

Job 1

a. Gamma / SP (0 - 8000’)b. NPHI (2500 - 8200’)c. RHOB / DPHI (2500 - 8200’)d. PE (2500 - 8200’)e. Laterolog (2500 - 8200’)f. Dipole Sonic (2500 - 8200’)g. Magnetic Resonance (2500 - 8200’)h. FMI (2500 - 8200’)i. Spectroscopy Log (2500 - 8200’)

Job 2

a. Gamma / SP (8200 - 15000’)b. NPHI (8200 - 15000’)c. RHOB / DPHI (8200 - 15000’)d. PE (8200 - 15000’)e. Laterolog (8200 - 15000’)

f. Dipole Sonic (8200 - 15000’)g. Magnetic Resonance (8200 - 15000’)h. FMI (8200 - 15000’)i. Spectroscopy Log (8200 - 15000’)

The currently anticipated interpretation logs of interest are as follows:

a. Magnetic resonance (5800 – 15000’)b. Mechanical rock properties (5800 – 15000’)a. FMI interpretation

i. 5810 – 6007’ii. 7470 – 8034’iii. 8034 – 8200’iv. 11922 – 14749’

b. Shale evaluationi. 5810 – 6007’ii. 7470 – 8034’iii. 8034 – 8200’iv. 11922 – 12221’v. 12902 – 12981’vi. 13195 – 13267’vii. 13267 – 14376’

Prospective Contractors are also encouraged to suggest alternate or additional services that are not specified above. Proposals for these services should be quoted on a per-foot basis for each service or suite of services.

L. CUTTINGS AND SOLID WASTE DISPOSAL The selected Contractor will furnish all labor, materials, and related equipment to provide drill cuttings and solid waste disposal services to support drilling activities. The Contractor will provide roll-off type containers and transport drill cuttings from the site to a disposal facility as needed.

Proposals for these services should be quoted on a fully-loaded, per-load or per-ton basis, whichever is most appropriate, including disposal facility fees.

M. DRILLING MUD TREATMENT AND DISPOSAL The selected Contractor will furnish all labor, materials, and related equipment to provide drilling mud treatment and disposal services to support drilling activities. The Contractor will provide a price to treat/dispose of 2500 barrels from a SW mud treatment system.

Proposals for these services should be quoted on a fully-loaded, per-load or per-barrel basis, whichever is most appropriate, including disposal facility fees.

N. WELL CASING The selected Contractor will provide API-certified well casing materials. The anticipated casing program is as follows:

Casing Type  Casing Size (in)  Weight (lb/ft)  Grade  Connection  Interval (ft) Conductor  24 - - - 0 – 40 Surface  18-5/8 87.5 J-55 BTC 0 – 400 Intermediate 1  13-3/8 61 J-55 BTC 0 – 2400 Intermediate 2  9-5/8 47 HCL-80 LTC 0 – 8200 Production  5-1/2 23 HCL-80 LTC 8000 –

15000 Proposals for well casing materials should include a schedule of all appropriate and available products priced on a delivered, per-foot basis. Because the casing program is subject to change based on new information or feedback from project participants, quotes should include a range of products with similar specifications to those listed above.

O. WELLHEAD ASSEMBLY The selected contractor will provide an API-certified wellhead assembly. The anticipated specifications of the wellhead are as follows:

a. 13-5/8” 10000 psi multi-bowl wellheadi. Two 2” 5000 psi LP outlets for 13-3/8” stringii. Four 1-13/16” 10000 psi flanged valves for 9-5/8” string

b. 9-5/8” Mandrel-type hangerc. 5-1/2” Slip-type hanger with nightcapd. Tubing head

i. 13-5/8” 5000 psi bottom flangeii. 5-1/8” 10000 psi top flange

 Proposals for the wellhead assembly should include a schedule of all appropriate and available products priced on a delivered, per-item basis.

P. WELL CEMENTING   The selected Contractor will furnish all labor, materials, and related equipment to provide well cementing services. The anticipated specifications of the cement are as follows:

a. 18-5/8” surface casingi. 0 - 400’ii. 22” open holeiii. 50-bbl of 20-ppb bentonite gel with ¼-ppb flakeiv. 600 sks Class A, 2% CaCl2, ¼-ppb flake

b. 13-3/8” intermediate 1 casingi. 0 - 2400’ii. 17-1/2” open holeiii. 50-bbl of 20-ppb bentonite gel with ¼-ppb flakeiv. 2200 sks Class A, ¼-ppb flake

c. 9-5/8” intermediate 2 casingi. 0 - 8200’ii. 12-3/8” open holeiii. Contractor will provide recommended blending specificationsiv. 3500’ TOC in primary stage, cement to surface in second stage

d. 5-1/2” production casingi. 8000’ - 15000’ii. 8-1/2” open holeiii. Compatible with 16 ppg drilling mudiv. Contractor will provide recommended blending specificationsv. 8000’ TOC in primary stage

 Proposals for these services should be quoted on a fully-loaded, lump sum basis for each of the casing intervals. Quotes should also include suggested blend specifications for the intermediate 2 (0 - 8200’) and production (80000 - 15000’) intervals.

VII. PROPOSAL PREPARATION AND SUBMISSION:

A. Specific Requ irements

Proposals should be as thorough and detailed as possible so that Virginia Tech may properly evaluate your capabilities to provide the required goods or services. Offerors are required to submit the following information/items as a complete proposal:

1. Provide a plan for providing the services outlined in Section VII; Statement of Needs. Clearly identify what portions you are pricing. Outline any “bundled” pricing. Provided an estimated time frame to stage work and complete project.

2. Provide 3 references that can attest to the ability of completely work. Identify projects of similar size and scope. Provide contact name and phone number of references. Indicate the ability to comply with obtaining the Master Services Agreement. Confirm that you are able to comply with all Federal Terms and Conditions as well as the General Terms and Conditions for the Commonwealth of Virginia as identified in this RFP.

3. Price proposal must be complete and easily identifiable, with the ability to proceed with the project at the pricing submitted. Submit alternative pricing and any value engineering proposals. Identify any cost-sharing opportunities if applicable. Confirm the ability to comply with insurance and bond requirements.

4. Participation of Small, Women-owned and Minority-owned Business (SWAM) Business:

If your business cannot be classified as SWaM, describe your plan for utilizing SWaM subcontractors if awarded a contract. Describe your ability to provide reporting on SWaM subcontracting spend when requested. If your firm or any business that you plan to subcontract with can be classified as SWaM, but has not been certified by the Virginia Department of Small Business and Supplier Diversity (SBSD), it is expected that the certification process will be initiated no later than the time of the award. If your firm is currently certified, you agree to maintain your certification for the life of the contract. For assistance with SWaM certification, visit the SBSD website at http://www.sbsd.virginia.gov/

5. The return of the General Information Form and addenda, if any, signed and filled out as required.

B. General Requirements

1. RFP Response: In order to be considered for selection, Offerors shall submit a complete response to this RFP to include;

a. One (1) original of the entire proposal, including all attachments. Any proprietary information should be clearly marked in accordance with 2.e. below.

b. One (1) electronic copy in WORD format or searchable PDF (flash drive) of the entire proposal as one document, INCLUDING ALL ATTACHMENTS mailed along with the hard copy above. Any proprietary information should be clearly marked in accordance with 2.e. below.

c. Should the proposal contain proprietary information, provide one (1) redacted hard copy of the proposal and attachments with proprietary portions removed or blacked out.  This copy should be clearly marked “Redacted Copy” on the front cover. The classification of an entire proposal document, line item prices and/or total proposal prices as proprietary or trade secrets is not acceptable. Virginia Tech shall not be responsible for the Contractor’s failure to exclude proprietary information from this redacted copy.

Response shall be submitted to:

Virginia Polytechnic Institute and State University (Virginia Tech)Procurement Department (MC 0333)North End Center, Suite 2100300 Turner Street NWBlacksburg, Virginia 24061

Reference the Due Date and Hour, and RFP Number in the lower left hand corner of the return envelope or package.

No other distribution of the proposals shall be made by the Offeror.

2. Proposal Preparation:

a. Proposals shall be signed by an authorized representative of the Offeror. All information requested should be submitted. Failure to submit all information requested may result in Virginia Tech requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal. Proposals which are substantially incomplete or lack key information may be rejected by Virginia Tech at its discretion. Mandatory requirements are those required by law or regulation or are such that they cannot be waived and are not subject to negotiation.

b. Proposals should be prepared simply and economically providing a straightforward, concise description of capabilities to satisfy the requirements of the RFP. Emphasis should be on completeness and clarity of content.

c. Proposals should be organized in the order in which the requirements are presented in the RFP. All pages of the proposal should be numbered. Each paragraph in the proposal should reference the paragraph number of the corresponding section of the RFP. It is also helpful to cite the paragraph number, subletter, and repeat the text of the requirement as it appears in the RFP. If a response covers more than one page, the paragraph number and subletter should be repeated at the top of the next page. The proposal should contain a table of contents which cross references the RFP requirements. Information which the offeror desires to present that does not fall within any of the requirements of the RFP should be inserted at an appropriate place or be attached at the end of the proposal and designated as additional material. Proposals

that are not organized in this manner risk elimination from consideration if the evaluators are unable to find where the RFP requirements are specifically addressed.

d. Each copy of the proposal should be bound in a single volume where practical. All documentation submitted with the proposal should be bound in that single volume.

e. Ownership of all data, material and documentation originated and prepared for Virginia Tech pursuant to the RFP shall belong exclusively to Virginia Tech and be subject to public inspection in accordance with the Virginia Freedom of Information Act. Trade secrets or proprietary information submitted by an Offeror shall not be subject to public disclosure under the Virginia Freedom of Information Act. However, to prevent disclosure the Offeror must invoke the protections of Section 2.2-4342F of the Code of Virginia, in writing, either before or at the time the data or other materials is submitted. The written request must specifically identify the data or other materials to be protected and state the reasons why protection is necessary. The proprietary or trade secret material submitted must be identified by some distinct method such as highlighting or underlining and must indicate only the specific words, figures, or paragraphs that constitute trade secret or proprietary information. The classification of an entire proposal document, line item prices and/or total proposal prices as proprietary or trade secrets is not acceptable and may result in rejection of the proposal.

3. Oral Presentation: Offerors who submit a proposal in response to this RFP may be required to give an oral presentation of their proposal to Virginia Tech. This will provide an opportunity for the Offeror to clarify or elaborate on the proposal but will in no way change the original proposal. Virginia Tech will schedule the time and location of these presentations. Oral presentations are an option of Virginia Tech and may not be conducted. Therefore, proposals should be complete.

VIII. SELECTION CRITERIA AND AWARD:

A. Selection Criteria

Proposals will be evaluated by Virginia Tech using the following:

Maximum PointCriteria Value

1. Quality of products/services offered and suitability for 15the intended purposes

2. Qualifications and experiences of Offeror in providing 20the goods/services

3. Specific plans or methodology to be used to provide the 15Services

4. Cost (or Price) 30

5. Ability to obtain Master Services Agreement 10

6. Participation of Small, Women-Owned and Minority 10(SWAM) Business ______

Total 100

B. Award To Multiple Offerors :

Selection shall be made of two or more offerors deemed to be fully qualified and best suited among those submitting proposals on the basis of the evaluation factors included in the Request for Proposals, including price, if so stated in the Request for Proposals. Negotiations shall be conducted with the offerors so selected. Price shall be considered, but need not be the sole determining factor. After negotiations have been conducted with each offeror so selected, the agency shall select the offerors which, in its opinion, has made the best proposal, and shall award the contract to that offeror. Virginia Tech reserves the right to make multiple awards as a result of this solicitation. Virginia Tech may cancel this Request for Proposals or reject proposals at any time prior to an award, and is not required to furnish a statement of the reasons why a particular proposal was not deemed to be the most advantageous. Should the Commonwealth determine in writing and in its sole discretion that only one offeror is fully qualified, or that one offeror is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to that offeror. The award document will be a contract incorporating by reference all the requirements, terms and conditions of the solicitation and the contractor’s proposal as negotiated. See Attachment B for sample contract form.

IX. OPTIONAL PRE-PROPOSAL CONFERENCE CALL:

An optional pre-proposal conference will be held on Wednesday, February 13, 2019 at 2:00 pm via Zoom Conferencing Call. The purpose of this conference call is to allow potential Offerors an opportunity to present questions and obtain clarification relative to any facet of this solicitation.

Please contact the buyer listed for this solicitation to register for this conference call and obtain dial-in access instructions for the conference call.

While attendance at this conference will not be a prerequisite to submitting a proposal, offerors who intend to submit a proposal are encouraged to participate in the conference call.

Have a copy of this solicitation with you. Any changes resulting from this conference will be issued in a written addendum to this solicitation.

There is also be an on-site visit scheduled on the EnerVest property where the work will take place for Contractors submitting a proposal for site preparation. The on-site visit is scheduled on Friday, February 15, 2019 at 11:30 pm. Contractors must contact the buyer in this solicitation to register for this on-site visit. Contractors will meet at the EnerVest Abingdon office for briefing and must have safety glasses, steel toe boots and hard hats to enter the site. Details will be given to those contractors registering for the on-site visit.

X. INQUIRIES:

All inquiries concerning this solicitation should be submitted in writing via email, citing the particular RFP section and paragraph number. All inquiries will be answered in the form of an addendum. Inquiries must be submitted by 10:00 am on Wednesday, February 13, 2019. Inquiries must be submitted to the procurement officer identified in this solicitation.

XI. INVOICES:

Invoices for goods or services provided under any contract resulting from this solicitation shall be submitted by email to vtinvoices@vt.edu or by mail to:

Virginia Polytechnic Institute and State University (Virginia Tech)Accounts PayableNorth End Center, Suite 3300300 Turner Street NWBlacksburg, Virginia 24061

XII. METHOD OF PAYMENT:

Virginia Tech will authorize payment to the contractor as negotiated in any resulting contract from the aforementioned Request for Proposal.

Payment can be expedited through the use of the Wells One AP Control Payment System. Virginia Tech strongly encourages participation in this program. For more information on this program please refer to Virginia Tech’s Procurement website: http://www.procurement.vt.edu/vendor/wellsone.html or contact the procurement officer identified in the RFP.

XIII. ADDENDUM:

Any ADDENDUM issued for this solicitation may be accessed at http://www.apps.vpfin.vt.edu/html.docs/bids.php. Since a paper copy of the addendum will not be mailed to you, we encourage you to check the web site regularly.

XIV. COMMUNICATIONS:

Communications regarding this solicitation shall be formal from the date of issue, until either a Contractor has been selected or the Procurement Department rejects all proposals. Formal communications will be directed to the procurement officer listed on this solicitation. Informal communications, including but not limited to request for information, comments or speculations regarding this solicitation to any University employee other than a Procurement Department representative may result in the offending Offeror’s proposal being rejected.

XV. CONTROLLING VERSION OF SOLICITATION:

The posted version of the solicitation and any addenda issued by Virginia Tech Procurement Services is the mandatory controlling version of the document. Any modification of/or additions to the solicitation by the Offeror shall not modify the official version of the solicitation issued by Virginia Tech Procurement Services. Such modifications or additions to the solicitation by the Offeror may be cause for rejection of the proposal; however, Virginia Tech reserves the right to decide, on a case by case basis, in its sole discretion, whether to reject such a proposal.

XVI. TERMS AND CONDITIONS:

This solicitation and any resulting contract/purchase order shall be governed by the attached terms and conditions, see Attachment A.

XVII. CONTRACT ADMINISTRATION:

A. Nino Ripepi, Department of Mining, at Virginia Tech or their designee, shall be identified as the Contract Administrator and shall use all powers under the contract to enforce its faithful performance.

B. The Contract Administrator, or their designee, shall determine the amount, quantity, acceptability, fitness of all aspects of the services and shall decide all other questions in

connection with the services. The Contract Administrator, or their designee, shall not have authority to approve changes in the services which alter the concept or which call for an extension of time for this contract. Any modifications made must be authorized by the Virginia Tech Procurement Department through a written amendment to the contract.

XVIII. ATTACHMENTS:

Attachment A – Terms and ConditionsAttachment B – Sample of Standard Contract FormAttachment C – Site LocationAttachment D – Geology and Intervals of InterestAttachment E – Master Services Agreement Example

ATTACHMENT A

TERMS AND CONDITIONS

RFP GENERAL TERMS AND CONDITIONS

See:https://www.procurement.vt.edu/content/dam/procurement_vt_edu/docs/terms/Full_GTC_RFP_01182019.pdf

ADDITIONAL TERMS AND CONDITIONS

A. ADDITIONAL GOODS AND SERVICES: The University may acquire other goods or services that the supplier provides other than those specifically solicited. The University reserves the right, subject to mutual agreement, for the Contractor to provide additional goods and/or services under the same pricing, terms and conditions and to make modifications or enhancements to the existing goods and services. Such additional goods and services may include other products, components, accessories, subsystems, or related services newly introduced during the term of the Agreement.

B. AUDIT: The Contractor hereby agrees to retain all books, records, and other documents relative to this contract for five (5) years after final payment, or until audited by the Commonwealth of Virginia, whichever is sooner. Virginia Tech, its authorized agents, and/or the State auditors shall have full access and the right to examine any of said materials during said period.

C. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that Virginia Tech shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this agreement.

D. CANCELLATION OF CONTRACT: Virginia Tech reserves the right to cancel and terminate any resulting contract, in part or in whole, without penalty, upon 60 days written notice to the Contractor. In the event the initial contract period is for more than 12 months, the resulting contract may be terminated by either party, without penalty, after the initial 12 months of the contract period upon 60 days written notice to the other party. Any contract cancellation notice shall not relieve the Contractor of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of cancellation.

E. CONTRACT DOCUMENTS: The contract entered into by the parties shall consist of the Request for Proposal including all modifications thereof, the proposal submitted by the Contractor, the written results of negotiations, the Commonwealth Standard Contract Form, all of which shall be referred to collectively as the Contract Documents.

F. IDENTIFICATION OF BID/PROPOSAL ENVELOPE: The signed bid or proposal should be returned in a separate envelope or package and identified as follows:

From: ____ Name of Bidder or Offeror Due Date Time Due

____ Street or Box No. Solicitation Number ____ City, State, Zip Code Solicitation Title

Name of Procurement Officer: ____

The envelope should be addressed to:

VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY (Virginia Tech)Procurement Department (MC 0333)North End Center, Suite 2100300 Turner Street NWBlacksburg, Virginia 24061

The offeror takes the risk that if the envelope is not marked as described above, it may be inadvertently opened and the information compromised, which may cause the proposal to be disqualified. Bids or Proposals may be hand delivered to the designated location in the office issuing the solicitation. No other correspondence or other bids/proposals should be placed in the envelope.

G. NOTICES: Any notices to be given by either party to the other pursuant to any contract resulting from this solicitation shall be in writing, hand delivered or mailed to the address of the respective party at the following address

If to Contractor: Address Shown On RFP Cover PageAttention: Name Of Person Signing RFP

If to Virginia Tech:

Virginia Polytechnic Institute and State University (Virginia Tech)Attn: Reed NagelProcurement Department (MC 0333)North End Center, Suite 2100 300 Turner Street NWBlacksburg, Virginia 24061

and

Virginia Polytechnic Institute and State University (Virginia Tech)Attn: Nino Ripepi Virginia Center for Coal and Energy Research133 Randolph Hall, Virginia Tech460 Old Turner StreetBlacksburg, VA 24061

H. SEVERAL LIABILITY: Virginia Tech will be severally liable to the extent of its purchases made against any contract resulting from this solicitation. Applicable entities described herein will be severally liable to the extent of their purchases made against any contract resulting from this solicitation.

I. CLOUD OR WEB HOSTED SOFTWARE SOLUTIONS: For agreements involving Cloud-based Web-hosted software/applications refer to link for additional terms and conditions: http://www.ita.vt.edu/purchasing/VT_Cloud_Data_Protection_Addendum_final03102017.pdf

SPECIAL TERMS AND CONDITIONS

ADVERTISING: In the event a contract is awarded for supplies, equipment, or services resulting from this solicitation, no indication of such sales or services to Virginia Tech will be used in product literature or advertising. The contractor shall not state in any of the advertising or product literature that the Commonwealth of Virginia or any agency or institution of the Commonwealth has purchased or uses its products or services.

PERFORMANCE AND PAYMENT BONDS: The successful Offeror/Bidder shall deliver to the Virginia Tech Procurement Department executed Commonwealth of Virginia Standard Performance and Labor and Material Payment Bonds, each in the sum of the contract amount, with Virginia Tech as obligee. The surety shall be a surety company or companies approved by the State Corporation Commission to transact business in the Commonwealth of Virginia. No payment shall be due and payable to the contractor, even if the contract has been performed in whole or in part, until the bonds have been delivered to and approved by the Virginia Tech Procurement Department. Standard bond forms will be provided by the Virginia Tech Procurement Department prior to or at the time of award.

CONTRACTOR/SUBCONTRACTOR LICENSE REQUIREMENT: By my signature on this solicitation, I certify that this firm/individual and/or subcontractor is properly licensed for providing the goods/services specified.

 

Contractor Name: _______________________Subcontractor Name: _______________________ 

 

License #: _____________________________Type: ____________________________________ 

EXTRA CHARGES NOT ALLOWED:  The Proposal/Bid price shall be for complete installation ready for Virginia Tech use, and shall include all applicable freight and installation charges; extra charges will not be allowed.

FEDERAL COMPLIANCE: By submitting a proposal in response to this solicitation vendor is confirming compliance with the Federal Terms and Conditions as required in this grant and listed in the links below:

DOE Assistance Regulations, 2 CFR part 200 as amended by 2 CFR part 910 at http://www.eCFR.gov.

Federal-Wide Research Terms and Conditions and the DOE Agency Specific Requirements at http://www.nsf.gov/bfa/dias/policy/rtc/index.jsp (if the Award is for research and the Award is to a university or non-profit).

Application/proposal as approved by DOE. National Policy Assurances to Be Incorporated as Award Terms in effect on date of award at http:

http://www.nsf.gov/awards/managing/rtc.jsp. If goods and/or services under this procurement are funded by Federal grants or awards, the

terms and conditions governing 2 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (effective 12/26/14) shall also apply.

APPENDIX II TO PART 200—CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS

FINAL INSPECTION: At the conclusion of the work, the contractor shall demonstrate to the authorized owner’s representatives that the work is fully operational and in compliance with contract specifications and codes. Any deficiencies shall be promptly and permanently corrected by the contractor at the contractor's sole expense prior to final acceptance of the work.

INSPECTION OF JOB SITE: My signature on this solicitation constitutes certification that I have inspected the job site and am aware of the conditions under which the work must be accomplished. Claims, as a result of failure to inspect the job site, will not be considered by Virginia Tech.

INSURANCE:By signing and submitting a Proposal/Bid under this solicitation, the offeror/bidder certifies that if awarded the contract, it will have the following insurance coverages at the time the work commences. Additionally, it will maintain these during the entire term of the contract and that all insurance coverages will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission.During the period of the contract, Virginia Tech reserves the right to require the contractor to furnish certificates of insurance for the coverage required.INSURANCE COVERAGES AND LIMITS REQUIRED:A. Worker's Compensation - Statutory requirements and benefits.B. Employers Liability - $100,000.00C. General Liability - $1,000,000.00 combined single limit.  Virginia Tech and the Commonwealth of

Virginia shall be named as an additional insured with respect to goods/services being procured. This coverage is to include Premises/Operations Liability, Products and Completed Operations Coverage, Independent Contractor's Liability, Owner's and Contractor's Protective Liability and Personal Injury Liability.

D. Automobile Liability - $500,000.00E. Builders Risk – For all renovation and new construction projects under $100,000 Virginia Tech will

provide All Risk – Builders Risk Insurance. For all renovation contracts, and new construction from $100,000 up to $500,000 the contractor will be required to provide All Risk – Builders Risk Insurance in the amount of the contract and name Virginia Tech as additional insured. All insurance verifications of insurance will be through a valid insurance certificate.

The contractor agrees to be responsible for, indemnify, defend and hold harmless Virginia Tech, its officers, agents and employees from the payment of all sums of money by reason of any claim against them arising out of any and all occurrences resulting in bodily or mental injury or property damage that may happen to occur in connection with and during the performance of the contract, including but not limited to claims under the Worker's Compensation Act.  The contractor agrees that it will, at all times, after the completion of the work, be responsible for, indemnify, defend and hold harmless Virginia Tech, its officers, agents and employees from all liabilities resulting from bodily or mental injury or property damage directly or indirectly arising out of the performance or nonperformance of the contract.

LABELING OF HAZARDOUS SUBSTANCES: If the items or products requested by this solicitation are "Hazardous Substances" as defined by the # 3.1-250 of the Code of Virginia (1950), as amended, or # 1261 of Title 15 of the United States Code, then the offeror/bidder, by submitting its Proposal/Bid, certifies and warrants that the items or products to be delivered under this contract shall be properly labeled as required by the foregoing sections and that by delivering the items or products the offeror/bidder does not violate any of the prohibitions of # 3.1-252 of the Code of Virginia or Title 15 U.S.C. # 1263.

ORDERING OPTION: Virginia Tech may, during the first 60 days after this contract is awarded and with the concurrence of the contractor, place additional orders under the contract at the original unit price through the issuance of separate purchase orders. The aggregate of such additional orders shall not exceed 100% of the quantity originally stated in the contract.

PRIME CONTRACTOR RESPONSIBILITIES: The contractor shall be responsible for completely supervising and directing the work under this contract and all subcontractors that he may utilize, using his best skill and attention. Subcontractors who perform work under this contract shall be responsible to the prime Contractor. The contractor agrees that he is as fully responsible for the acts and omissions of his subcontractors and of persons employed by them as he is for the acts and omissions of his own employees.

REFERENCES: Offerors/Bidders shall provide a list of at least three (3) references where similar goods and/or services have been provided. Each reference shall include the name of the organization, the complete mailing address, the name of the contact person and telephone number.

ORGANIZATION ADDRESS

CONTACT PERSON                                                                 TELEPHONE

1. ______________________________________________________________________

______________________________________________________________________

2. ______________________________________________________________________

_______________________________________________________________________

3. _______________________________________________________________________

_______________________________________________________________________

SAFETY: The contractor bears sole responsibility for the safety of its employees. The contractor shall take all steps necessary to establish, administer, and enforce safety rules that meet the regulatory requirements of the Virginia Department of Labor and Industry (VDLI) and the Occupational Safety and Health Administration (OSHA). The contractor shall take steps as necessary to protect the safety and health of university employees, students, and visitors during the performance of their work. In addition, the contractor must also provide the university with a written safety program that it intends to follow in pursuing work under this contract. By entering into a contract with Virginia Tech, the contractor and its subcontractors agree to abide by the requirements described in Safety Requirements for Contractors and Subcontractors located on Virginia Tech’s Environmental, Health and Safety Services (EHSS) web site at this URL http://www.ehss.vt.edu/programs/contractor_safety.php.  A copy of the publication may also be obtained by contacting EHSS at 540/231- 5985.  No work under this contract will be permitted until the university is assured that the contractor has an adequate safety program in effect.

SUBCONTRACTS: No portion of the work shall be subcontracted without prior written consent of Virginia Tech. In the event that the contractor desires to subcontract some part of the work specified herein, the contractor shall furnish Virginia Tech the names, qualifications and experience of their proposed subcontractors. The contractor shall, however, remain fully liable and responsible for the work to be done by his subcontractor(s) and shall assure compliance with all requirements of the contract.

WORK SITE DAMAGES: Any damage to existing utilities, equipment or finished surfaces resulting from the performance of this contract shall be repaired to the Owner's satisfaction at the contractor's expense.

ATTACHMENT B

SAMPLE CONTRACT FORMStandard Contract form for reference only

Offerors do not need to fill in this form

COMMONWEALTH OF VIRGINIASTANDARD CONTRACT

Contract Number:_______________________

This contract entered into this ____ day of ____________ 20___, by ______________________, hereinafter called the "Contractor" and Commonwealth of Virginia, Virginia Polytechnic Institute and State University called "Virginia Tech".

WITNESSETH that the Contractor and Virginia Tech, in consideration of the mutual covenants, promises and agreements herein contained, agrees as follows:

SCOPE OF CONTRACT: The Contractor shall provide the _____________ to Virginia Tech as set forth in the Contract Documents.

PERIOD OF CONTRACT: From _________________________ through ________________________.

COMPENSATION AND METHOD OF PAYMENT: The Contractor shall be paid by Virginia Tech in accordance with the contract documents.

CONTRACT DOCUMENT: The Contract Documents shall consist of this signed contract, Request For Proposal Number __________ dated __________, together with all written modifications thereof and the proposal submitted by the Contractor dated _________ and the Contractor's letter dated __________, all of which Contract Documents are incorporated herein.

In WITNESS WHEREOF, the parties have caused this Contract to be duly executed intending to be bound thereby.

Contractor: Virginia Tech

By:___________________________________ By: ___________________________________

Title:__________________________________ Title:__________________________________

Attachment C Site Location

300

1000

meters

feet

Attachment DMud Logging Operations Openhole Logs Interpretation Logs Coring Core Analysis

Formation Lithology Top (MD) Mud Log

Onsite Geochemical

Analysis (Cuttings)

Gas Composition

(IsoJar) Gamma NPHI RHOB / DPHI PE Laterolog Dipole Sonic Magnetic

Resonance FMI Data

Magnetic Resonance

Interpretation

FMI Interpretation

Mechanical Rock

Properties

Shale Evaluation

Log Sidewall Core Tight Rock Analysis

Source Rock Analysis XRD SEM

LEE SANDSTONE (BASE) 2,553RAVENCLIFF SANDSTONE 3,120

AVIS LIMESTONE 3,211MAXTON SANDSTONE 3,271

LITTLE LIMEBIG LIME

4,0334,242

WEIR 4,655BEREA SANDSTONE 5,185CLEVELAND SHALE 5,225

"UPPER" LOWER HURON"MIDDLE" LOWER HURON "LOWER" LOWER HURON

5,8105,8895,937

OLENTANGY SHALE 6,007ONONDAGA LIMESTONE 6,332

LOCKPORT 6,687BIG SIX 6,732

ROSE HILL SHALE 6,759CLINTON SANDSTONE 7,090JUNIATA FORMATION 7,289

REEDSVILLE / UTICA SHALE 7,470TRENTON LIMESTONE 8,034

BLACK RIVER LIMESTONEGULL RIVER LIMESTONE

8,6739,430

GLENWOOD SHALE / LIMESTONE

9,516

KNOX UNCONFORMITY 10,041BEEKMANTOWN DOLOMITE 10,041

ROSE RUN SANDSTONE 10,831TREMPEALEAU / COPPER RIDGE

LOWER COPPER RIDGE

10,92011,384

MAYNARDVILLE LIMESTONE

11,849

NOLICHUCKY SHALE 11,922MARYVILLE LIMESTONE 12,221

ROGERSVILLE SHALE 12,902RUTLEDGE LIMESTONE 12,981

PUMPKIN VALLEY SHALE 13,195ROME FM 13,267

SHADY DOLOMITE 14,376BASAL SANDSTONE 14,749

GRANITE WASH 14,907

PRECAMBRIAN BASEMENT 15,259

LOG

GIN

G JO

B 1

CO

RIN

G JO

B 1

LOG

GIN

G JO

B 2

CO

RIN

G JO

B 2

Mud Logging Operations

ServiceEstimated

Estimated Bottom Depth

Approximate CommentsTop Depth Interval

  Thickness

Mud Log 5,000 15,260 10,260

Collects 10' Samples5' Samples may be collected in intervals of interest: Lower Huron, Reedsville / Trenton transition, Nolichucky, Rogersville, Pumpkin Valley, or areas identified while drilling

Onsite Geochemical Analysis (Cuttings)

5,000 15,260 10,260

To-Be-Determined if this service will be utilizedAnalyze 10' Samples5' Samples may be analyzed in intervals of interest: Lower Huron, Nolichucky, Rogersville, Pumpkin Valley, or areas identified while drilling

Gas Composition (IsoJar)

5,810 6,010 200Collect 20' Samples (10) - Lower Huron top to Olentangy top

7,835 8,335 500Collect 40' Samples (13) - 200' above Trenton top to 300' below Trenton top

11,925 12,225 300 Collect 20' Samples (15) - Nolichucky

12,900 12,980 80 Collect 10' Samples (8) - Rogersville

13,200 13,270 70 Collect 10' Samples (7) - Pumpkin Valley

TBD TBD TBD

Rome Fm - Specific intervals to be determined based on Mud / Openhole logs

Openhole Logging Job 1

ServiceEstimated

Estimated Bottom Depth

Approximate

CommentsTop Depth Interval   Thickness

Gamma 0 8,200 8,200 Log top of Trenton to Surface

Neutron Porosity (NPHI)

2,500 8,200 5,700 Log top of Trenton to base of Surface Casing

Density (RHOB) / Density Porosity (DPHI)

2,500 8,200 5,700 Log top of Trenton to base of Surface Casing

PE 2,500 8,200 5,700 Log top of Trenton to base of Surface Casing

Laterolog (Resistivity) 2,500 8,200 5,700 Log top of Trenton to

base of Surface Casing

Dipole Sonic 2,500 8,200 5,700 Log top of Trenton to base of Surface Casing

Magnetic Resonance 2,500 8,200 5,700

Log top of Trenton to base of Surface Casing, Interval may be limited to specific intervals due to cost

FMI 2,500 8,200 5,700

Log top of Trenton to base of Surface Casing, Interval may be limited to specific intervals due to cost

Spectroscopy Log 2,500 8,200 5,700

Log top of Trenton to base of Surface Casing, Interval may be limited to specific intervals due to cost

Openhole Logging Job 2

Service Estimated Top Depth

Estimated Bottom Depth

Approximate Interval Thickness

Comments

Gamma 8,200 15,260 7,060 Log TD to base of Intermediate Casing

Neutron Porosity (NPHI) 8,200 15,260 7,060 Log TD to base of Intermediate Casing

Density (RHOB) / Density Porosity (DPHI)

8,200 15,260 7,060 Log TD to base of Intermediate Casing

PE 8,200 15,260 7,060 Log TD to base of Intermediate Casing

Laterolog (Resistivity) 8,200 15,260 7,060 Log TD to base of Intermediate Casing

Dipole Sonic 8,200 15,260 7,060 Log TD to base of Intermediate Casing

Magnetic Resonance 8,200 15,260 7,060

Log TD to base of Intermediate Casing, Interval may be limited to specific intervals due to cost

FMI 8,200 15,260 7,060Log TD to base of Intermediate Casing, Interval may be limited to specific intervals due to cost

Spectroscopy Log 8,200 15,260 7,060

Log TD to base of Intermediate Casing, Interval may be limited to specific intervals due to cost

Interpretation Logs

ServiceEstimated

Estimated Bottom Depth

Approximate CommentsTop Depth Interval

  ThicknessMagnetic Resonance 5,810 15,260 9,450 Lower Huron top to TD

FMI (Interpretation)

5,810 6,010 200 Lower Huron top to Olentangy top

7,835 8,335 500200' above Trenton Ls top to 300' below Trenton Ls top

11,925 14,750 2,825 Nolichucky top to Basal Sandstone top

Mechanical Rock Properties

5,810 15,260 9,450 Lower Huron top to TD

Shale Evaluation Log

5,810 6,010 200Lower Huron: Lower Huron top to Olentangy top

7,835 8,335 500

Reedsville/Utica/Trenton Transition: 200' above Trenton Ls top to 300' below Trenton Ls top

11,925 12,225 300 Nolichucky: Nolichucky top to Maryville Ls top

12,900 12,980 80 Rogersville: Rogersville top to Rutledge Ls top

13,200 13,270 70Pumpkin Valley: Pumpkin Valley top to Rome Fm

TBD TBD TBD

Rome Fm: Specific intervals To-Be-Determined based on Mud / Openhole logs)

Coring Job 1 (Sidewall)

ServiceEstimated Estimated Bottom

DepthCore

Depths CommentsTop Depth

Lower Huron 5,810 6,010 TBDSpecific depths / Number of cores and density of cores To-Be-Determined

Coring Job 2 (Sidewall)

ServiceEstimated Estimated Bottom

DepthCore

Depths CommentsTop Depth

Nolichucky 11,925 12,225 TBDSpecific depths / Number of cores and density of cores To-Be-Determined

Rogersville 12,900 12,980 TBDSpecific depths / Number of cores and density of cores To-Be-Determined

Pumpkin Valley 13,200 13,270 TBD

Specific depths / Number of cores and density of cores To-Be-Determined

Rome Fm TBD TBD TBDSpecific depths / Number of cores and density of cores To-Be-Determined

**** Tight Rock Analysis (TRA), Source Rock Analysis (SRA), XRD, and SEM to be performed on each interval*** Intervals may change based on results of mud log and openhole log

Attachment EMaster Services Agreement

MASTER SERVICE AGREEMENT

This Master Service Agreement (this "Agreement") is made this 10th day of January, 2019, by and between EnerVest Operating, L.L.C., a Delaware Limited Liability Company (the "Company"), located at 1001 Fannin Street, Suite 800, Houston, TX 77002-6707, and ______________________, a _______________ company (the "Contractor"), located at __________________________, for and on behalf of itself and its Affiliates (as defined in Section 9.8).

WHEREAS, Company, directly or through its affiliated companies, is engaged in, or is planning operations related to, oil and gas exploration and production that require certain services, equipment and materials of the type offered by Contractor;

WHEREAS, Contractor is interested in providing certain services, equipment and materials including but not limited those more specifically described in Exhibit B;

NOW THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, Company and Contractor hereby agree as follows:

1.0 THE SERVICES

1.1 Company may from time to time, orally or in writing, request Contractor to perform certain work or services of the type normally provided by Contractor, including, but not limited to, any of the types of work or services listed on Exhibit B or actually performed for Company, or provide materials, goods, or equipment in connection therewith (hereafter all collectively called the "Services"). This Agreement shall govern all Services requested by Company and provided by Contractor.

1.2 It is agreed that this Agreement does not obligate Company to order Services from

Contractor nor does it obligate Contractor to accept orders for Services, but it shall define the rights, obligations and liabilities of Company and Contractor during the term hereof with respect to all Services requested by Company and provided by Contractor.

1.3 Unless otherwise agreed in writing by Company and Contractor, prices for Services

performed under this Agreement will be as set forth in a written work order or purchase order issued by or approved by Company prior to performance of Services, which price shall not exceed the Contractor's current price list as of the date Services are requested by Company. If price is not established as previously described, the prices for Services hereunder shall be as set forth on an approved delivery ticket or Contractor’s current price list, whichever is less. In the event of a dispute as to any invoice, Company shall have the right to withhold payment of the disputed amount. In addition, payment of any invoice, whether or not disputed, shall not constitute acceptance of the correctness of said invoice or a waiver of Company’s right to contest the correctness of the invoice at a later time.

1.4 It is agreed that Contractor shall perform all Services pursuant to this Agreement as an

independent contractor and neither Contractor nor its employees, agents or subcontractors shall be subject to the control or direction of Company as to details of performing the work, Company being only interested in compliance with this Agreement and the results of the Services provided and the acceptable condition of any equipment. Company shall, however, be entitled to make such inspections as it may deem necessary in furtherance of its interests and to ensure compliance with this Agreement.

2.0 CONTRACTOR’S PERSONNEL

2.1 Contractor and its subcontractors or agents shall furnish sufficient qualified personnel, both supervisory and labor, to perform Services pursuant to this Agreement. Contractor shall adequately train all personnel to safely perform the Services and to comply with all applicable laws, regulations and governmental orders. Contractor agrees that it will not knowingly allow any employee, subcontractor or agent to receive or derive any economic benefit, gift or “kick back” of any nature, in connection with the providing of Services. Contractor agrees that it will comply with all applicable laws and regulations to provide drug testing, education and training, including but not limited to compliance with the applicable provisions set forth in the Code of Federal Regulations. Contractor has been provided with a copy of EnerVest’s Contractor Health, Safety & Environmental Requirements 2015 (the “Requirements”), and has acknowledged receipt of same. Contractor has acknowledged that the Requirements have been read and that the contents have been understood, including the incident reporting requirements, which require that all hazardous situations or incidents, including near misses, injuries, illnesses, releases to the environment, vehicle accidents, thefts, acts of vandalism or property damage, be reported as soon as possible, but no later than within 24 hours. Contractor has further acknowledged that the Requirements will be distributed or conveyed in an appropriate form to all of Contractor’s employees working on property or at facilities owned or leased by Company or its other contractors, the employees will be trained on the information contained in the Requirements, and documentation related to the training will be maintained and made available to Company upon request.

2.2 Contractor shall provide Contractor’s personnel with flame retardant clothing that complies

with the provisions of 29 CFR 1910.132(a) incorporating by reference the standards found in National Fire Protection Association 2112 and 2113 regarding furnishing flame resistant garments for protection of industrial personnel against flash fire; and Contractor shall train its personnel with respect to the selection, care, use and maintenance of the flame-resistant garments, when performing Services pursuant to this Agreement.

2.3 Except as changed in writing for specific jobs, accommodations, meals and medical care for Contractor's personnel at the area of operations and transportation of Contractor's personnel to and from the area of operations will be furnished by Contractor.

2.4 Company shall be responsible for obtaining the necessary permits and permission for Contractor and its authorized personnel to enter upon and operate on the drilling sites.

2.5 Contractor shall ensure that all of its subcontractors and suppliers are paid promptly so that no liens shall be filed against Company Group (as such term is defined below) or its property. In the event a lien of any kind is asserted, Contractor shall be required to have such lien removed immediately and to indemnify Company Group from any resultant damages or losses, including any attorney’s fees incurred by Company Group.

2.6 Contractor shall ensure that Contractor, and to the extent applicable, its subcontractors,

will offer health coverage to all of its employees working more than 30 hours per week and will comply with all provisions of the Patient Protection and Affordable Care Act (“ACA”), including the employer shared responsibility provisions relating to the offer of “minimum essential coverage” (as defined in Code 4980H and related regulations) and the applicable employer information reporting provision under Code 6055 and 6056 and related regulations.

3.0 CONTRACTOR'S EQUIPMENT

3.1 The delivery point of equipment furnished by Contractor shall be at the first well location (the "Delivery Point"). If Company will continue using the equipment at a different location, Company shall furnish or cause to be furnished at its expense transportation for Contractor's equipment from the Delivery Point/first well location to other locations thereafter, and return to Delivery Point upon completion of the related Services.

3.2 Contractor and its subcontractors or agents shall provide equipment that is in good

condition, sufficient to perform the Services, and inspected prior to delivery to confirm that the equipment is free of defects and is safe for use.

4.0 INSURANCE REQUIREMENTS

4.1 Contractor agrees to maintain at all times during the term of this Agreement, at its sole expense except as otherwise provided in Section B.9 of Exhibit A, with reputable insurance companies acceptable to Company and authorized to provide coverage for activities in the state or area in which Services are to be performed hereunder, at least the minimum insurance coverages and limits set forth on the attached Exhibit A, including required waivers of subrogation, naming of additional insureds, primary requirements, statutory worker’s compensation coverage, and other terms and conditions required by Exhibit A. All deductibles and self-insured retentions, if any, shall be for Contractor's account.

4.2 Contractor will require its subcontractors (if any) to maintain workmen's compensation and

general liability insurance commensurate with the work being subcontracted. Any claims against Company or any member of Company Group (as defined in Section 9.2) arising from any subcontractor's failure to maintain adequate workmen's compensation and liability insurance shall be defended or discharged by Contractor.

4.3 Contractor shall notify Company immediately after the occurrence of any accident or event

that results in injury or death of any person in, or loss or damage to property of, Company Group or Contractor or its subcontractors, invitees or agents. As respects any such accident or event, Contractor agrees to provide Company with copies of all related accident reports and any nonprivileged documents.

4.4 Contractor shall have the right to self-insure all or any part of its insurance obligations

under this Agreement, but only if, and to the extent, approved in writing by Company.

4.5 If Services are provided in or offshore the State of Louisiana, the following shall apply:

a) The parties acknowledge and agree that the Services being performed under this Agreement by Contractor and its subcontractors are an integral part of and essential to the ability of Company to generate its goods, products and services and that the Contractor’s employees (defined to include Contractor’s direct employees, its subcontractor’s employees and all borrowed, special, statutory or other employees), are hereby deemed to be the statutory employees of Company in accordance with LSA R.S. 23:1061. Regardless of the status of Contractor’s employees as a statutory employee of Company, it is agreed that as between Company and Contractor, Contractor shall remain primarily responsible for the payment of workers’ compensation benefits to its employees, and shall not be entitled to seek contribution or indemnification for any such payments or benefits from Company or Company’s insurers. Furthermore, nothing in this provision shall alter or affect the independent contractor status of Contractor and its subcontractors.

b) Contractor agrees that its worker’s compensation insurance and employer’s liability

insurance policies shall be endorsed to designate the Company Group as an alternate employer and as a principal, statutory or borrowing employer, and shall be further

endorsed to waive unconditionally those underwriters’ or insurers’ rights of subrogation.

c) Contractor shall comply with the provisions of Section B.9 of Exhibit A.

4.6 In the event of the Contractor’s failure to carry out any of the provisions of this Section 4.0

and accompanying Exhibit A, the Company shall, in addition to any right to recover damages or to obtain other relief, have the right to terminate this Agreement or any Services immediately, without further obligation.

5.0 TAXES AND DUTIES

5.1 All payments to be made by Company pursuant to this Agreement are inclusive of any excise, sales or business or use taxes, or taxes of a similar nature, and any other surcharges applied by any government or local authority, which may lawfully be imposed on the furnishing of services, equipment, spare parts, materials and products. The amount of any such taxes for which Contractor may be legally liable shall be added to the payments required to be made by Company only if approved in writing in advance by Company, and then subject to Company's right to verify the payment of such taxes upon reasonable request.

6.0 CONFIDENTIALITY

6.1 “Confidential Information” includes any information provided to or obtained by Contractor Group during the term of this Agreement in connection with this Agreement or the performance of any Services, including, but not limited to, data, reports, product specifications, trade secrets, know-how, business plans, information concerning financial condition, operations, or any other information, regardless whether the information is owned by, licensed to or in the possession and related information and materials of Company, or whether it is disclosed by Company or on its behalf. The foregoing notwithstanding, the term “Confidential Information” shall not include any information that: at the time of its disclosure is generally available to the public; or after disclosure hereunder becomes generally available to the public, by publication or otherwise, through no violation of the terms of this Agreement; or prior to the time of disclosure hereunder was either (i) already developed by Contractor and reduced to writing, or (ii) received by Contractor in writing from a third party who had a lawful right to disclose it and who did not require Contractor to hold it in confidence; or (iii) after the time of disclosure hereunder was received by Contractor in writing from a person or entity who had a lawful right to disclose it and who did not require Contractor to hold it in confidence.

6.2 Contractor shall not disclose any Confidential Information at any time during the term of

this Agreement, or for a period of five (5) years from the date of termination of this Agreement, to any legal entity, organization or individual (other than any member of its Group, but only to the extent necessary to achieve the reasonable objectives of the Parties) without the prior express written approval of Company. Anything to the contrary herein notwithstanding, Contractor’s obligations of confidentiality or nondisclosure hereunder shall be subject to any disclosure requirements imposed by applicable law, regulation, legal process or stock exchange rule. In the event that Contractor, or anyone to whom it transmits any Confidential Information, becomes subject to such disclosure requirements, Contractor will provide Company with prompt notice before such Confidential Information is disclosed so that Company can seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, Contractor will exercise reasonable commercial efforts to protect the confidentiality of the Confidential Information.

7.0 INTELLECTUAL PROPERTY

7.1 For purposes of this Agreement, the term “Intellectual Property” shall mean patented and unpatented inventions, mask works, copyrighted works, trade secrets, know-how and proprietary information of either Party (hereinafter "Intellectual Property").

7.2 All Intellectual Property originated by Contractor prior to entering into this Agreement and

all Intellectual Property developed solely by Contractor during the performance of any Services shall belong to Contractor. All Intellectual Property originated by Company prior to entering into this Agreement and all Intellectual Property developed solely by Company during the performance of any Services shall belong to Company. If the parties jointly develop any Intellectual Property associated with any Services, the parties agree to negotiate in good faith and to execute a development agreement to identify and allocate ownership rights in the jointly developed Intellectual Property.

8.0 DTPA WAIVER

8.1. THE UNDERSIGNED WAIVE THEIR RIGHTS UNDER ANY DECEPTIVE TRADE PRACTICES ACT, CONSUMER PROTECTION ACT, UNFAIR TRADE PRACTICES ACT, AND ANY OTHER SIMILAR ACTS OR LAWS THAT CONFER SPECIAL RIGHTS OR PENALTIES ON CONSUMERS OR BUSINESSES. AFTER CONSULTATION WITH AN ATTORNEY OF THEIR OWN SELECTION, THE UNDERSIGNED VOLUNTARILY CONSENT TO THIS WAIVER.

9.0 INDEMNITIES

9.1 COMPANY AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS AND RELEASE CONTRACTOR, ITS AFFILIATES (AS DEFINED IN SECTION 9.8), AND CONTRACTORS AND SUBCONTRACTORS OF EVERY TIER AND ITS AND THEIR OFFICERS, DIRECTORS AND EMPLOYEES (INDIVIDUALLY AND COLLECTIVELY REFERRED TO AS THE "CONTRACTOR GROUP"), FROM AND AGAINST ANY MANNER OF LOSS, LIABILITY, CLAIM, DAMAGE, PENALTY OR COST (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES) ARISING IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY LOADING, UNLOADING, INGRESS, OR EGRESS OF CARGO OR PERSONNEL, THAT DIRECTLY OR INDIRECTLY ARISES OUT OF BODILY INJURY, ILLNESS, DEATH OR LOSS OF OR DAMAGE TO PROPERTY OF COMPANY OR ITS EMPLOYEES, WITHOUT LIMIT AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF, INCLUDING STRICT LIABILITY, OR THE SOLE, JOINT OR CONCURRENT NEGLIGENCE OF ANY MEMBER OF CONTRACTOR GROUP, UNLESS CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF CONTRACTOR GROUP.

9.2 CONTRACTOR AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS AND RELEASE COMPANY, ITS AFFILIATES, ITS AND THEIR MEMBERS, MANAGERS, PARTNERS, JOINT OWNERS, CO-LESSEES, NON-OPERATING LEASEHOLD OWNERS, AND OTHER CONTRACTORS AND SUBCONTRACTORS OF EVERY TIER (EXCLUDING CONTRACTOR AND ITS CONTRACTORS AND SUBCONTRACTORS) AND THEIR AFFILIATES, AND THE OFFICERS, DIRECTORS, SHAREHOLDERS, AND EMPLOYEES OF ALL OF THE FOREGOING (INDIVIDUALLY AND COLLECTIVELY REFERRED TO AS THE "COMPANY GROUP"), FROM AND AGAINST ANY MANNER OF LOSS, LIABILITY, CLAIM, DAMAGE, PENALTY OR COST (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES) ARISING IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY LOADING, UNLOADING, INGRESS, OR EGRESS OF CARGO OR PERSONNEL, THAT DIRECTLY OR INDIRECTLY ARISES OUT OF BODILY INJURY, ILLNESS, DEATH OR LOSS OF OR

DAMAGE TO PROPERTY SUSTAINED BY CONTRACTOR OR ITS CONTRACTORS OR SUBCONTRACTORS OR ITS OR THEIR EMPLOYEES OR INVITEES, WITHOUT LIMIT AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF, INCLUDING STRICT LIABILITY, OR THE SOLE, JOINT OR CONCURRENT NEGLIGENCE OF ANY MEMBER OF COMPANY GROUP, EXCEPT TO THE EXTENT RESULTING FROM THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE INDEMNITEE.

9.3 EXCEPT AS OTHERWISE PROVIDED IN SECTIONS 9.1 AND 9.2, BUT

NOTWITHSTANDING ANY OTHER PROVISION HEREIN TO THE CONTRARY, EACH PARTY AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS AND RELEASE THE OTHER PARTY FROM AND AGAINST ANY MANNER OF LOSS, LIABILITY, CLAIM, DAMAGE, PENALTY OR COST (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RELATED TO ANY SERVICES THAT IT PROVIDED OR IS RESPONSIBLE FOR PROVIDING, FOR THE FOLLOWING: (1) PROPERTY DAMAGE THAT RESULTS FROM POLLUTION, INCLUDING CLEANUP AND CONTROL OF THE POLLUTANT; (2) PROPERTY DAMAGE THAT RESULTS FROM RESERVOIR OR UNDERGROUND DAMAGE, INCLUDING LOSS OF OIL, GAS, OTHER MINERAL SUBSTANCE, WATER OR THE WELL BORE ITSELF; (3) PERSONAL INJURY, DEATH OR PROPERTY LOSS THAT RESULTS FROM THE PERFORMANCE OF SERVICES TO CONTROL A WILD WELL TO PROTECT THE SAFETY OF THE GENERAL PUBLIC OR TO PREVENT THE DEPLETION OF VITAL RESOURCES; (4) COST OF CONTROL OF A WILD WELL, UNDERGROUND OR ABOVE THE SURFACE; OR (5) LOSS OF OR DAMAGE TO CONTRACTOR’S IN-HOLE EQUIPMENT: TO THE EXTENT ANY OF THE FOREGOING HAS BEEN CAUSED BY OR RESULTS FROM (OR IS IN ANY WAY ATTRIBUTABLE TO, IN WHOLE OR IN PART) THE ACTIONS, OMISSIONS, STRICT LIABILITY OR SOLE OR CONCURRENT NEGLIGENCE OF SUCH PARTY, OR ITS CONTRACTORS, SUBCONTRACTORS, AGENTS OR OTHER REPRESENTATIVES.

9.4 CONTRACTOR WILL PROTECT, DEFEND, INDEMNIFY, AND RELEASE AND HOLD

HARMLESS COMPANY GROUP FROM AND AGAINST ANY MANNER OF LOSS, LIABILITY, CLAIM, DAMAGE, PENALTY OR COST (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES) ARISING FROM OR RELATED IN ANY WAY TO THE FOLLOWING, WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF, INCLUDING STRICT LIABILITY, OR THE SOLE, JOINT OR CONCURRENT NEGLIGENCE OF ANY MEMBER OF COMPANY GROUP, EXCEPT TO THE EXTENT RESULTING FROM THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE INDEMNITEE:

(A)ANY CLAIM BY OR ON BEHALF OF CONTRACTOR GROUP’S EMPLOYEES FOR UNLAWFUL EMPLOYMENT DISCRIMINATION, HARASSMENT, RETALIATION, WHISTLEBLOWING, OR WRONGFUL TERMINATION RAISED IN CONNECTION WITH SERVICES PERFORMED BY CONTRACTOR GROUP’S EMPLOYEES UNDER THIS AGREEMENT; OR

(B) ANY CLAIM BY OR ON BEHALF OF CONTRACTOR GROUP’S EMPLOYEES

FOR UNPAID WAGES, COMPENSATION, BENEFITS, OVERTIME PAY, PAY FOR UNUSED VACATION OR OTHER LEAVE, ACCESS TO HEALTH CARE, OR ANY OTHER AMOUNTS OR BENEFITS ALLEGED TO BE OWED TO CONTRACTOR GROUP’S EMPLOYEES FOR SERVICES PERFORMED UNDER THIS AGREEMENT; OR

(C) ANY CLAIM OR ACTION BY THE INTERNAL REVENUE SERVICE OR ANY OTHER GOVERNMENT TAXING AUTHORITY ALLEGING THAT TAXES WERE

NOT PROPERLY PAID OR WITHHELD IN CONNECTION WITH ANY PAYMENTS MADE TO CONTRACTOR GROUP’S EMPLOYEES FOR SERVICES PERFORMED UNDER THIS AGREEMENT. AS BETWEEN COMPANY AND CONTRACTOR, CONTRACTOR WILL BE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR PAYMENT OF THE ENTIRE AMOUNT OF ANY TAXES OWED AND ANY PENALTIES OR FEES ASSOCIATED WITH NON-PAYMENT OR IMPROPER PAYMENT OR WITHHOLDING OF TAXES IN CONNECTION WITH ANY PAYMENTS MADE TO CONTRACTOR GROUP’S EMPLOYEES FOR SERVICES PERFORMED UNDER THIS AGREEMENT.

9.5 IN PERFORMING ANY SERVICES, CONTRACTOR WILL NOT INCORPORATE INTO

OR USE ANY MATERIALS, APPARATUS, METHODS, PROCESSES OR SYSTEMS THAT INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON OR ENTITY OR INVOLVE THE USE OF ANY CONFIDENTIAL INFORMATION, INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS THAT COMPANY OR CONTRACTOR DOES NOT HAVE THE RIGHT TO USE OR WHICH MAY RESULT IN CLAIMS OR SUITS AGAINST COMPANY GROUP OR CONTRACTOR ARISING OUT OF CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF ANY DOMESTIC OR FOREIGN PATENT RIGHTS, COPYRIGHTS, TRADE SECRET OR CONFIDENTIAL INFORMATION, OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS. CONTRACTOR SHALL BE RESPONSIBLE FOR, RELEASES, AND SHALL PROTECT, DEFEND AND INDEMNIFY COMPANY GROUP FROM AND AGAINST ANY MANNER OF LOSS, LIABILITY, CLAIM, DAMAGE, PENALTY OR COST (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES) TO THE EXTENT ARISING OUT OF INFRINGEMENT OR MISAPPROPRIATION OF ANY DOMESTIC OR FOREIGN PATENT RIGHTS, COPYRIGHTS, TRADE SECRET OR CONFIDENTIAL INFORMATION, OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS BY CONTRACTOR GROUP IN CONNECTION WITH CONTRACTOR’S PERFORMANCE OF THIS AGREEMENT.

9.6 NEITHER COMPANY NOR CONTRACTOR SHALL BE LIABLE TO THE OTHER FOR

THE OTHER PARTY’S PUNITIVE, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THEIR RESPECTIVE OPERATIONS AT THE WORK SITE, IRRESPECTIVE OF THE CAUSE OR CAUSES, INCLUDING SOLE OR CONCURRENT STRICT LIABILITY OR NEGLIGENCE OF ANY RELEASED PARTY.

9.7 COMPANY AND CONTRACTOR AGREE THAT EACH WILL SUPPORT ITS INDEMNITY

OBLIGATIONS UNDER THIS SECTION 9.0 WITH LIABILITY INSURANCE OR QUALIFIED SELFINSURANCE WITH MINIMUM COVERAGES AND LIMITS NOT LESS THAN THOSE REQUIRED OF CONTRACTOR PURSUANT TO EXHIBIT A, AND THAT SUCH INSURANCE WILL NOT LIMIT SUCH INDEMNITIES EXCEPT AS OTHERWISE MANDATED BY APPLICABLE LAW. IF ANY RELEASE, DEFENSE OR INDEMNITY PROVISION CONTAINED IN THIS AGREEMENT IS SUBJECT TO THE TEXAS OILFIELD ANTI-INDEMNITY ACT, THE PARTIES AGREE THAT THEIR RELEASE, DEFENSE, AND INDEMNITY OBLIGATIONS WILL BE SUPPORTED WITH LIABILITY INSURANCE IN AN AMOUNT EQUAL TO THE GREATER OF: (I) THE TOTAL AMOUNT OF LIABILITY INSURANCE CARRIED BY CONTRACTOR, OR THE TOTAL AMOUNT OF LIABILITY INSURANCE CARRIED BY COMPANY, WHICHEVER IS LESS, OR (II) THE INSURANCE REQUIREMENTS OF THIS AGREEMENT.

9.8 AS USED IN THIS AGREEMENT, THE TERM “AFFILIATE” OR “AFFILIATES” OF AN

ENTITY SHALL MEAN A CURRENT OR FUTURE ENTITY DIRECTLY OR INDIRECTLY CONTROLLING, CONTROLLED BY, OR UNDER COMMON CONTROL WITH SUCH ENTITY. “CONTROL” (INCLUDING THE TERMS “CONTROLLING,” “CONTROLLED BY”

AND “UNDER COMMON CONTROL WITH”) SHALL MEAN THE POSSESSION DIRECTLY OR INDIRECTLY, THROUGH ONE OR MORE INTERMEDIARIES, OF THE FOLLOWING: (i) IN THE CASE OF A CORPORATION, THE POWER OR AUTHORITY TO VOTE OR DISPOSE OF 50% OR MORE OF THE OUTSTANDING VOTING SECURITIES ENTITLED TO ELECT DIRECTORS OR INDIVIDUALS WHO PERFORM SIMILAR MANAGEMENT FUNCTIONS THEREOF; AND (ii) IN THE CASE OF ANY OTHER ENTITY, THE POWER OR AUTHORITY TO CAUSE THE DIRECTION OF THE MANAGEMENT AND POLICIES OF SUCH ENTITY, WHETHER THROUGH THE OWNERSHIP OF VOTING SECURITIES, BY CONTRACT OR OTHERWISE.

10.0 TERM AND TERMINATION OF AGREEMENT

10.1 This Agreement shall become effective on the day and year first above written and shall continue in effect for a period of one (1) year subject to termination as provided herein. The term of this Agreement shall continue from year to year thereafter, subject to the parties' rights of termination.

10.2 Either Contractor or Company may terminate this Agreement for any reason upon thirty

(30) days advance written notice to the other party; provided, however, that any Services in progress on the effective date of such termination shall be controlled and governed hereby until its completion unless Company elects to terminate such Services pursuant to Section 10.3. Following notice of termination, Contractor shall promptly remove its machinery and equipment from the work site and shall transfer the relevant work reports and other documents and data concerning the Services provided hereunder to Company or its designee. Company agrees to pay all applicable charges for Services properly performed by Contractor through termination of the Services.

10.3 Company may, at any time, terminate any Services, with or without cause, upon written

notice to Contractor. Following notice of termination of Services, Contractor shall promptly remove its machinery and equipment from the work site and shall transfer the relevant work reports and other documents and data concerning the Services provided hereunder to Company or its designee. Company agrees to pay all applicable charges for Services properly performed by Contractor through termination of the Services.

11.0 NOTICES

11.1 Any notices required to be given or otherwise delivered in connection with this Agreement shall be given in writing by mail, email or facsimile transmission to the party being notified or invoiced at the following addresses or such other address as shall be properly noticed pursuant to these provisions, and shall be effective upon receipt, provided that for notice by email to be effective, the receiving Party must affirmatively acknowledge the email (and shall have an affirmative duty to do so).

Contractor:

Company: Assistant General Counsel EnerVest Operating, L.L.C.

Mailing Address: 1001 Fannin Street, Suite 800 HoustonTX77002-6707 Fax No.: 713/615-7714 12.0 SERVICES FOR AFFILIATES

12.1 In the event that any Affiliate of Company requests Contractor or any of its Affiliates to perform any Services, and Contractor or its Affiliate accepts such request, then Contractor and Company agree that the obligations of Contractor under this Agreement, including all protections afforded Company Group, shall apply to any such Services. In addition, Contractor agrees that such other Company Affiliate may, if it wishes, upon the provision of written notice to Contractor, adopt this Agreement, as if this Agreement had been entered into between said other Company Affiliate and Contractor, in which event, all provisions of this Agreement shall be applicable to such Services except that (a) said Affiliate shall be substituted throughout this Agreement and the attached Exhibits as “Company”; and (b) EnerVest Operating, L.L.C. shall be included in the definition of “Company Group” as an Affiliate of Company. Each of Contractor and its Affiliates agree to look only to the Company or Company Affiliate that has requested the Services for due performance under this Agreement, and Company shall have no liability in connection with any Services requested by an Affiliate of Company.

13.0 MAINTENANCE OF RECORDS - RIGHT OF AUDIT

13.1 Contractor will maintain adequate books, records and payrolls satisfactory to Company in connection with Services performed pursuant to this Agreement and will retain the same for a period of not less than three years after the completion of such Services. Upon giving prior written notice to Contractor, Company and its duly authorized representatives will have access at all reasonable times to the books and records maintained by Contractor relating to any Services performed hereunder and will have the right (directly or via a third party) to audit such books and records at any reasonable time or times during Contractor’s normal business hours. Contractor and its subcontractor(s) will have the right to exclude any trade secrets, formulas or processes from such inspection or audit by Company.

14.0 MISCELLANEOUS

14.1 THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT SHALL, EXCEPT AS OTHERWISE PROVIDED, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (EXCLUDING APPLICATION OF THE TEXAS OILFIELD ANTI-INDEMNITY ACT UNLESS THE SERVICES ARE PERFORMED IN TEXAS OR LOUISIANA), WITHOUT REGARD TO ITS CONFLICT OF LAWS RULE. THE ABOVE NOTWITHSTANDING, THE GENERAL MARITIME LAW OF THE UNITED STATES SHALL APPLY, IF APPLICABLE TO SERVICES PROVIDED ON WATERS OF THE UNITED STATES.

14.2 This Agreement may not be assigned or sublet, in whole or part, by Contractor without the written consent of Company. If this Agreement or any part is allowed to be assigned or sublet, it shall not relieve Contractor of its obligations hereunder. This Agreement may be assigned by Company to any Affiliate or working interest owner upon written notice to Contractor.

14.3 No amendment to this Agreement shall be effective unless contained in an instrument in

writing executed by both parties hereof.

14.4 If any provision of this Agreement shall be declared invalid, the Agreement shall be deemed amended to partially or completely modify such provision or portion thereof to the extent necessary to make it enforceable. If necessary, the Agreement shall be deemed amended to remove the invalid provision(s) in which event such invalidity shall not affect the remaining provisions hereof, and the Agreement shall remain unaffected and shall be construed as if such invalid provision had not been present.

14.5 This Agreement, together with any referenced attachments, constitutes the entire

agreement of the parties with respect to the subject matter contained herein. In the event

of any conflict between any provision of this Agreement and the terms of any invoice, bid, price list or other document passed between the parties, including any work order or other request for Services or response, the provisions and terms hereof shall prevail. In the event of a conflict between any work order or other request for Services and any invoice, bid, price list or other document passed between the parties other than this Agreement, the provisions of the work order or other request for Services shall control.

14.6 Should any litigation be commenced between the parties to this Agreement, the party

prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its attorney’s fees in such litigation, including costs and out-of-pocket expenses, which shall be determined by the court in such litigation or in a separate action brought for that purpose.

14.7 It is understood and agreed that no failure or delay by the Company in exercising any

right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

14.8 COMPANY AND CONTRACTOR AGREE THAT THIS AGREEMENT SUPERSEDES ALL PREVIOUS AGREEMENTS OR CONTRACTS, WHETHER WRITTEN OR ORAL, BETWEEN THE PARTIES AS IT RELATES TO SERVICES TO BE PROVIDED BY CONTRACTOR ON BEHALF OF COMPANY AND THAT ALL SERVICES BEING PROVIDED TO COMPANY AS OF THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE GOVERNED BY THIS AGREEMENT.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written. CONTRACTOR: COMPANY:

EnerVest Operating, L.L.C. By: __________________________ By: _____________________Name: _______________________ Name: John Marrs____________Title: ________________________ Title: Assistant General Counsel

EXHIBIT “A”

to Master Service Agreement dated effective January 10, 2019,

by and between

EnerVest Operating, L.L.C. (“Company”) and

______________________________ (“Contractor”)

CONTRACTOR’S INSURANCE REQUIREMENTS

A. REQUIRED INSURANCE COVERAGE: Contractor shall carry and maintain the following minimum insurance coverage throughout the period of this Agreement with reliable insurance companies acceptable to Company: 1. Workers' Compensation Insurance (including Occupational Disease Coverage) to fully comply with all applicable laws of the jurisdiction where operations are performed and Employer's Liability Insurance with a minimum limit of not less than $1,000,000 for each accident. 2. Commercial General Liability Insurance with a minimum combined single limit of not less than $1,000,000 for each occurrence for bodily / personal injury and property damage. Such insurance shall include, but not be limited to, Products/Completed Operations, “Action Over” claims, Broad Form Property Damage Coverage and Blanket Contractual Liability Coverage to insure the indemnity and hold harmless provisions of this Agreement. If the policy has an annual aggregate limit, the aggregate will be on a “per project” basis, and the annual aggregate will be twice the per occurrence limit or the Contractor may instead carry Excess Liability coverage that will “drop down” over each claim if such limit becomes exhausted. 3. Commercial Automobile Liability Insurance covering all automotive equipment (whether owned, non-owned or hired) with a minimum combined single limit of not less than $1,000,000 each accident for bodily injury and/or property damage. If necessary, the policy should be endorsed to provide contractual liability coverage. 4. Excess Liability Insurance. Excess Liability Insurance shall be carried by the Contractor or any subcontractor of Contractor providing Services in the amount of not less than $ ,000,000. Each policy of Excess Liability Insurance shall serve to increase the primary limits for any one accident or occurrence for all policies required by Sections A.1, A.2, and A.3 of this Exhibit A, and shall provide coverage on a following form basis with coverage at least as broad as underlying. 5. Pollution Liability Insurance. In the event the Services include excavation where there is a known potential for release of Hazardous Materials and/or treatment or remediation of Hazardous Material(s), coverage of not less than $1,000,000 per occurrence and in the aggregate. B. GENERAL REQUIREMENTS: 1. Additional Insured. All liability insurance policies of Contractor in any way providing coverage relating to the Services, whether or not required by this Agreement, shall include the Company Group (as defined in the Agreement) as an additional insured for the full limits of each such policy with respect to Services performed under this Agreement (except Workers' Compensation coverage), and shall be primary and non-contributory to any other insurance coverage in favor of or maintained by any member of Company Group, but only to the extent of the risks and liabilities assumed by Contractor. Such additional insured coverage shall cover both ongoing operations and products/completed operations and

include coverage for the sole or joint negligence, and vicarious liability, of Company Group, and all insurance policies shall also contain a separation or severability of interest clause (sometimes called cross liability coverage) so that each insured shall be treated separately under the policy. It is understood that should the additional insured endorsement(s) purport to limit Company Group’s coverage to any minimum limits or coverage amounts required by written contract, it is agreed that the minimum limits and/or coverage required in this Agreement shall automatically be amended to conform to the maximum limits and coverage of Contractor’s insurance policies. 2. Deductibles. Contractor shall be solely responsible for deductibles required under such policies. 3. Exclusion Provisions. The “owned property” and “care, custody, and control” exclusions and similar exclusions and limitations contained in insurance policies maintained by Contractor, shall not be applicable to Company Group. 4. Waiver of Subrogation. All insurance policies of Contractor, including, but not limited to, those set forth in this Exhibit “A”, shall include a waiver of subrogation in favor of Company Group. 5. Insurance Certificates. Prior to commencing operations under this Agreement, Contractor agrees to furnish Company with an insurance certificate or certificates evidencing the above coverage and requirements and containing a provision obligating the insurer to give Company written notice of cancellation or a material change in coverage not less than thirty (30) days prior to the effective date of such cancellation or change. Neither Company’s acceptance of an incomplete or improper certificate nor commencement of Services or payment for any Services performed pursuant to this Agreement without Contractor having previously furnished to Company a properly completed insurance certificate, shall constitute a waiver of Contractor’s obligations. 6. Insurance Not a Limit of Liability. The specification by Company of the minimum amount of insurance specified above shall not be considered as a limitation of Contractor’s liability or indemnity obligation under this Agreement (except to the extent otherwise mandated by applicable law), nor an agreement by Company to assume liability in excess of said amounts or for risks not insured against. In the event that Contractor voluntarily obtains additional insurance, Company Group shall be entitled to the benefits thereof (except to the extent otherwise mandated by applicable law). 7. Subcontractor’s Coverage. Contractor shall require all of its subcontractors to provide evidence of any required coverage. Any policy provided by a subcontractor shall also be subject to the General Requirements set forth in this Exhibit A, including but not limited to additional insured protection, primary coverage, and waiver of subrogation in favor of the Company Group. To the extent that Contractor does not require a subcontractor to obtain and verify such coverage, the Contractor agrees to indemnify, defend and hold the Company Group harmless from all claims, damages, expenses and losses to which such coverage would have applied. 8. Contractor’s Indemnity. Contractor does hereby agree to indemnify, defend and hold Company Group harmless from any damages, claims, expenses or losses that Company Group may suffer as a result of Contractor’s failure to obtain or comply with the insurance requirements set forth in the Agreement and this Exhibit A. 9. Louisiana Provision. Company and Contractor agree that if Contractor performs Services in or offshore Louisiana, Contractor agrees that as respects all non-maritime bodily injury/death claims arising out of such Services, Company (on behalf of Company Group) will pay to Contractor’s insurers (or their agent or representative) the premium required by their insurers for extending all of Contractor’s liability insurance policies in any way providing coverage relating to the Services, whether or not required by this Agreement, to include coverage for Company Group as required under this Agreement and Exhibit A (including additional insured protection, waiver of subrogation, and being primary), and such insurance protection shall be governed by Louisiana law. It shall be Contractor’s responsibility to arrange to have Company billed for that premium by Contractor’s insurers (or their agent or representative), and

Contractor must advise Company prior to execution of this Agreement if such premium will be in excess of $500. At each subsequent renewal of Contractor’s insurances, Contractor will advise Company as respects the amount of the premium required for such extensions and arrange to have Company billed for the appropriate premium by their insurers (or their agent or representative). Contractor warrants that such amount constitutes the full cost of extending such insurance protection to Company Group.

EXHIBIT “B”

to Master Service Agreement

dated effective January 10, 2019,

by and between

EnerVest Operating, L.L.C. (“Company”) and _____________________________

(“Contractor”)

DESCRIPTION OF SERVICES