PAGE OF PAGES AMENDMENT OF …ISSUED BY CODE N66604 7. ADMINISTERED BY (If other than Item 6) CODE S2101A ... 320001 A2 FMS Case ... The Government shall make payments to the Contractor,

2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (If applicable)

23 01-Jan-2013 1300322044 N/A6. ISSUED BY CODE N66604 7. ADMINISTERED BY (If other than Item 6) CODE S2101A

NUWC, NEWPORT DIVISION

Simonpietri Drive, Building 11

Newport RI 02841-1706

DCMA Baltimore

217 EAST REDWOOD STREET, SUITE 1800

BALTIMORE MD 21202-5299

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) 9A. AMENDMENT OF SOLICITATION NO.

URS Federal Technical Services, Inc. 20501 Seneca Meadows Parkway Suite 300 Germantown MD 20876-7007 9B. DATED (SEE ITEM 11)

10A. MODIFICATION OF CONTRACT/ORDER NO.

[X] N00178-04-D-4042-N411

10B. DATED (SEE ITEM 13)

CAGECODE

34157 FACILITY CODE 26-Mar-2007

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

[ ]The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers [ ] is extended, [ ] is not extended.Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning one (1) copy of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) Byseparate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THEPLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of thisamendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitationand this amendment, and is received prior to the opening hour and date specified.12. ACCOUNTING AND APPROPRIATION DATA (If required)

SEE SECTION G

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

(*) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. INITEM 10A.

[ ] [ ] B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation

date, etc.)SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

[ ] C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

[X] D. OTHER (Specify type of modification and authority)Bilateral: FAR 43.103(a) Adminstrative and FAR 52.232-22

E. IMPORTANT: Contractor [ ] is not, [ X ] is required to sign this document and return 1 copies to the issuing office.14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

SEE PAGE 2

15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

Darlene Ervin, Lead Contract Administrator Joseph F Cerrito, Contracting Officer

15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED /s/Darlene Ervin 02-Jan-2013 BY /s/Joseph F Cerrito 03-Jan-2013

(Signature of person authorized to sign) (Signature of Contracting Officer) NSN 7540-01-152-8070PREVIOUS EDITION UNUSABLE

30-105 STANDARD FORM 30 (Rev. 10-83)Prescribed by GSAFAR (48 CFR) 53.243

1. CONTRACT ID CODE PAGE OF PAGES

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT U 1 2

GENERAL INFORMATION

Distribution: KR, 0221, DFAS-HQ0338, 2521/T. Wilke, 59CLO/G. Palmer, 2531/J. McMahon

FSC: R414

NUWCDIVNPT Control Number: 130732

NUWCDIVNPT Requisition #(s): 1300322044

NUWCDIVNPT POC for this modification: Joe Cerrito (See Block 6 of cover page for emailaddress and telephone number.)

This modification incorporates by reference Technical Instruction # TI-411-13-JM, Rev 00

The purpose of this modification is to:1. Provide additional funding2. Make administrative changes to this task order.

SECTION B - Establish new SLINS: 420402 and 620402.

SECTION F - Clause F1S is updated to change the Period of Performance end date for Opt 7 from 12/31/12 to read1/31/13.

SECTION G - LLAs: B1/420402 and B1/620402 are added by this modification.

SECTION H - Revise Clause 5252.232-9104 "ALLOTMENT OF FUNDS (JAN 2008)" to include new SLINinformation for SLINs 420402 and 620402.

All other task order terms and conditions remain unchanged.

The conformed Task Order is contained in EDA & the SeaPort Portal.

CONTRACT NO.

N00178-04-D-4042 DELIVERY ORDER NO.

N411 AMENDMENT/MODIFICATION NO.

23 PAGE

2 of 2 FINAL

SECTION B SUPPLIES OR SERVICES AND PRICES

CLIN - SUPPLIES OR SERVICES For Cost Type Items: 1000 NUWCDIVNPT Code $0.00 2523 support Item Supplies/Services Qty Unit Est. Cost Fixed Fee CPFF ------ ----------------- --------- ---- --------------- --------------- -------------- 1200 Base period $53,513.00 (FMS Case #AA-A-A AA) 120001 Funding (A1)- FMS Case # TW-P-GMR (FMS Case #AA-A-A AA) 120002 A2 $ - FMS Case # TW-P-GMS (FMS Case #AA-A-A AA) 120003 A3 - FMS Case #TW-P-GMS (FMS Case #AA-A-A AA) 1201 Option #1 $81,915.00 (FMS Case #AA-A-A AA) 120101 A3 (FMS Case No. TW-P-GNO) (FMS Case #AA-A-A AA) 1202 Option #2 $7,664.00 (FMS Case #AA-A-A AA) Option For ODC Items: Item Supplies/Services Qty Unit Est. Cost ------ ----------------- --------- ---- ---------------- 3000 burdened ODCs, $0.00

CONTRACT NO.



23 PAGE

1 of 34 FINAL

material, and travel 3200 Base period $7,618.00 (FMS Case #AA-A-A AA) 320001 A2 FMS Case #TW-P-GMS (FMS Case #AA-A-A AA) 3201 Option #1 $11,117.00 (FMS Case #AA-A-A AA) 320101 A3 (FMS Case No. TW-P-GNO) (FMS Case #AA-A-A AA) 3202 Option #2 $854.00 (FMS Case #AA-A-A AA) Option For Cost Type Items: 4000 Burdened labor $0.00 CLINs (covers period after basic Seaport-E contracts base periods ends) Item Supplies/Services Qty Unit Est. Cost Fixed Fee CPFF ------ ----------------- --------- ---- --------------- --------------- -------------- 4201 Option #4 $42,687.00 (FMS Case #AA-A-A AA) 420101 A4 (FMS Case #AA-A-A AA) 4202 Option #5 $260,051.00 (FMS Case #AA-A-A AA) 420201 A5 (FMS) 420202 A5 (FMS)

CONTRACT NO.



23 PAGE

2 of 34 FINAL

420203 A5 in mod 20) (FMS) 4203 Option # 6 Labor $242,499.00 FMS/SPDP (FMS Case #AA-A-A AA) 420301 A6 (FMS) 420302 A7 TI#: TI-12-TI-02; FY of Funding: Non-appropriated Funds; Customer Code: NUWC 252; Sponsor: PMS425-JPO (FMS) 420303 A8 TI#:411-12-TI-03 Rev.00, FY of Funding: FY12, Non-appropriated Funds; FMS ,Customer Code: NUWC 251; Sponsor: PEO SUBS PMS425-JPO (FMS) 4204 Option 7 $743,616.00 FMS/SPDP (FMS Case #AA-A-A AA) 420401 A9 (TI#:411-12-TI-03 Rev.00, FY of Funding: Non-appropriated Funds; Type of Funds: SPDP - Royal Australian Navy, Customer Code: NUWC 251; Sponsor: PEO SUBS PMS-425 JPO) (OTHER) 420402 B1 TI# TI-411-13-JM Rev.00, FY of Funding:

CONTRACT NO.



23 PAGE

3 of 34 FINAL

Non-appropriated Funds; Type of Funds: SPDP - Royal Australian Navy, Customer Code: NUWC 252; Sponsor: PEO SUBS PMS-425 JPO (OTHER) For ODC Items: Item Supplies/Services Qty Unit Est. Cost ------ ----------------- --------- ---- ---------------- 6000 $0.00 6201 Option #4 $1,352.00 (FMS Case #AA-A-A AA) 620101 A4 (FMS Case #AA-A-A AA) 6202 Option #5 $10,851.00 (FMS Case #AA-A-A AA) 620201 A5 in mod 20) (FMS) 6203 Option # 6 ODCs $1,000.00 FMS/SPDP (FMS Case #AA-A-A AA) 620301 A6 (FMS) 6204 Option 7 $23,000.00 (FMS Case #AA-A-A AA) 620401 A9 (TI#:411-12-TI-03 Rev.00, FY of Funding:Non-appro priated Funds; Type of Funds: SPDP - Royal Australian Navy,Customer Code: NUWC 251; Sponsor: PEO SUBS

CONTRACT NO.



23 PAGE

4 of 34 FINAL

PMS-425 JPO) (OTHER) 620402 B1 TI# TI-411-13-JM Rev.00, FY of Funding: Non-appropriated Funds; Type of Funds: SPDP - Royal Australian Navy, Customer Code: NUWC 252; Sponsor: PEO SUBS PMS-425 JPO (OTHER)

FEE TABLE (JUL 2012) as of Mod 22:

LaborCLIN

LaborHours

EstimatedCost

Fixed Fee Total Fee Rate PerHour

FeePercentage

1200 $53,513.00

1201 $81,915.00

1202 $7,664.00

4201 $42,687.00

4202 $260,051.00

4203 $242,499.00

4204 $743,616.00$

NOTE: In the event of any inconsistency between the above table and the CLIN pricing, the CLIN pricingshall take precedence.

HQ B-2-0015 PAYMENTS OF FEE(S) (LEVEL OF EFFORT – ALTERNATE 1) (NAVSEA) (MAY 2010)

(a) For purposes of this contract, "fee" means "target fee" in cost-plus-incentive-fee type contracts, "base fee" incost-plus-award-fee type contracts, or "fixed fee" in cost-plus-fixed-fee type contracts for level of effort type contracts.

(b) The Government shall make payments to the Contractor, subject to and in accordance with theclause in this contract entitled "FIXED FEE" (FAR 52.216-8) or "INCENTIVE FEE", (FAR 52.216-10), asapplicable. Such payments shall be submitted by and payable to the Contractor pursuant to theclause of this contract entitled "ALLOWABLE COST AND PAYMENT" (FAR 52.216-7), subject to thewithholding terms and conditions of the "FIXED FEE" or "INCENTIVE FEE" clause, as applicable, andshall be paid fee at the hourly rate(s) specified above per man-hour performed and invoiced. Totalfee(s) paid to the Contractor shall not exceed the fee amount(s) set forth in this contract. In no eventshall the Government be required to pay the Contractor any amount in excess of the funds obligatedunder this contract.

HQ B-2-0020 Travel Costs – Alternate I (NAVSEA) (DEC 2005) (a) Except as otherwise provided herein, the Contractor shall be reimbursed for its reasonable

CONTRACT NO.



23 PAGE

5 of 34 FINAL

actual travel costs in accordance with FAR 31.205-46. The costs to be reimbursed shall be thosecosts accepted by the cognizant DCAA. (b) Reimbursable travel costs include only that travel performed from the Contractor's facility to theworksite, in and around the worksite, and from the worksite to the Contractor's facility. (c) Relocation costs and travel costs incident to relocation are allowable to the extent provided inFAR 31.205-35; however, Contracting Officer approval shall be required prior to incurring relocationexpenses and travel costs incident to relocation. (d) The Contractor shall not be reimbursed for the following daily local travel costs: (i) travel at U.S. Military Installations where Government transportation is available, (ii) travel performed for personal convenience/errands, including commuting to and fromwork, and (iii) travel costs incurred in the replacement of personnel when such replacement isaccomplished for the Contractor's or employee's convenience.

B42S OPTIONS (JUN 2005)

The additional items of supplies or services available under the Options clause of this task order, the applicable LineItem, and the exercise dates are specified below:

OptionNo.

Line Items Exercise Date- No Later Than

1 1201; 3201 2008 MAR 21

2 1202; 3202 2009 APR 15

3 4200; 6200Eliminated via mod. 08; combinedwith Option #2

4 4201; 6201 2010 JUN 28

5 4202; 6202 2011 JAN 31

6 4203; 6203 30 SEP 2011

7 4204,6204 1 OCT 2012

CONTRACT NO.



23 PAGE

6 of 34 FINAL

SECTION C DESCRIPTIONS AND SPECIFICATIONS

Statement of Work

For Submarine Combat System Engineering & Support Services

1.0 BACKGROUND

The Naval Undersea Warfare Center Division Newport (NUWCDIVNPT) is the Navy's key laboratory involved insubmarine acquisition programs for Submarine Combat System advanced and engineering research, development,design, modification, fabrication, testing, and evaluation. This work supports current and next generation CombatSystem equipment needs and encompasses current fleet platforms, recently introduced platforms, next generationplatforms, and foreign military sales programs.

NUWCDIVNPT, Code 2523, is engaged in submarine acquisition programs for the development, improvement,conversion, and operational support for Submarine Combat Systems. Code 2523 provides engineering, technical,and administrative support as required through the five phases of the acquisition process including: conceptrefinement phase, technology development phase, system development and demonstration phase, production anddeployment phase, and operations and support phase. Code 2523 is currently supporting the Virginia ClassSubmarine Program, Undersea Warfare-Decision Support System (USW-DSS) Program, Combat Systemdevelopment and improvement programs for foreign military sales, and Unmanned Vehicle (UV) Programs such as,but not limited to, Mission Reconfigurable Unmanned Undersea Vehicle System (MRUUVS), Unmanned SurfaceVehicle (USV) SPARTAN System, and Unmanned Vehicle Common Control (UVCC). As it relates to theseprograms, Code 2523 conducts the planning and execution of Combat System Engineering, Platform/Life CycleEngineering, and Test and Operational Support Engineering tasks as assigned.

2.0 SCOPE

The contractor shall provide engineering, technical, and administrative support services to submarine acquisitionprograms under the cognizance of NUWCDIVNPT Code 2523, for development of U.S. and foreign submarineCombat Systems equipment and submarine future capabilities. This work shall include system engineering for thegeneration and maintenance of acquisition program milestone documents to include, but not be limited to: InitialCapabilities Documents (ICD), Capability Development Documents (CDD), Capability Production Documents(CPD), System Engineering Plans (SEP), Information Support Plans (ISP), Test and Evaluation Master Plans(TEMP), performance specifications, and Functional Requirements Documents (FRD). The contractor shall supportthe assignment, tracking, assessment, and mitigation of risk items for each acquisition program, as well as updatespecifications and requirements documents to capture requirements associated with Advanced Processor Build(APB), Technical Insertion, and Technical Refresh as part of the Submarine Combat System ChangeControl/Configuration Management Process. Combat System test & evaluation shall be conducted as required atany acquisition phase to verify and validate design, performance, and requirements definition. The contractor shallmaintain the Combat System Change Control database and provide requested reports as the Plan-of-Record for theSubmarine Combat System.

3.0 APPLICABLE DOCUMENTS

Applicable documents to the described tasking are as follows:

• International Traffic in Arms Regulations (ITAR) 22 CFR Parts 120-130, Revised April 1, 2004

• Export Administration Regulations (EAR) Part 774, Commerce Control List (CCL), dated 9 January 2004

• DoD 5105.38-M, "Security Assistance Management Manual", dated 3 October 2003

• Technology Transfer Security Assistance and Review Board (TTSARB)

• U.S. Secretary of the Navy (SECNAV) Report to Congress (RTC)

• DoD Direction 5000.1, "The Defense Acquisition System"

• DoD Instruction 5000.2

CONTRACT NO.



23 PAGE

7 of 34 FINAL

• Defense Acquisition Guidebook

• DoD Directive 5530.3, "International Agreements", dated 11 June 1987, incorporating Change 1 dated 18February 1991 and certified current as of 21 November 2003

• DoD Directive 5230.11, "Disclosure of Classified Military Information to Foreign Governments and InternationalOrganizations", dated 16 June 1992

• DoD Directive 2040.2, "International Transfer of Technology, Goods, Services, and Munitions", dated 17 January1984, incorporating Change 1 dated 5 July 1985

• DoD Directive 5200.39, "Security, Intelligence, and Counterintelligence Support to Acquisition ProgramProtection", dated 10 September 1997

• DoD Directive 5200.1-M, "Acquisition Systems Protection Program", dated March 1994

• DoD Instruction S5230.28, "Low Observable/Counter-Low Observable Programs", dated 2 October 2000

• CJCS Manual 3170.01B, Operation of the Joint Capabilities Integration and Development System, dated 11 May2005

• CJCS Instruction 3170.01E, Joint Capabilities Integration and Development System, dated 11 May 2005

• CJCS Instruction 3312.01, Joint Military Intelligence Requirements Certification, dated 10 November 2004

• CJCS Manual 3500.04D, Universal Joint Task List (UJTL), dated 1 August 2005

• CJCS Instruction 6212.01C, Interoperability and Supportability of Information Technology and National SecuritySystems, dated 20 November 2003

• CJCS Instruction 6510.01D, Information Assurance (IA) and Computer Network Defense (CND), dated 15 June2004

• MIL-STD-961E, Defense and Program-Unique Specifications Format and Content, dated 1 August 2003

4.0 TASK DESCRIPTION

The work to be performed falls within the scope of basic Seaport-E Statement of Work paragraphs 3.1-3.3, 3.5,3.10, 3.12, 3.16, 3.20, and 3.21. The contractor shall perform the following tasks in accordance with GFI providedin Section 6.0.

4.1 Engineering, System Engineering and Process Engineering Support

NOTE: Paras. 4.1.1- 4.1.4 are deleted (they apply to other orders split from this solicitation and are funding withnon-FMS money).

4.1.5 Submarine Acquisition Programs (FMS)

The contractor shall assist NUWC Code 2523 personnel in the development, operation, testing, and modification ofsubmarine combat systems for foreign military sales as required. The contractor shall develop and maintain CombatSystem specifications, test documentation, technical documentation, and logistic support documents as required.The contractor shall perform documentation maintenance in accordance with established document configurationmanagement processes currently in place, which requires document comment tracking, comment adjudication, anddocument update and distribution. The contractor shall continually evaluate requirements with the guidance set forthin the applicable Technology Transfer Security Assistance and Review Board (TTSARB) document to ensurecompliance. The contractor shall deliver TTSARB evaluation results and adjudicated comment packages in atechnical report in accordance with CDRL A001. The contractor shall deliver developed and/or updateddocumentation in accordance with CDRL A002.

The contractor shall develop viewgraphs and technical illustrations for presentations, and attend technical/planningmeetings (to be identified via technical instructions). The presentation material shall be delivered IAW CDRL

CONTRACT NO.



23 PAGE

8 of 34 FINAL

A003.

5.0 Monthly Reports

The contractor shall submit Monthly Progress and Financial Reports IAW Clause C16 of the basic Contract. Thesereports shall document the technical and financial status, and may be submitted in the contractor’s format.

6.0 GOVERNMENT FURNISHED INFORMATION (GFI)

The following GFI will be provided upon award of the task order or as indicated below:

(a) Submarine platform preliminary and draft documentation (as available)

(b) Engineering notes, reports, drawings, action items, schedules, associated technical / administrative data andrequired formats for reports, schedules, presentations and other documentation (to be provided as available).

(c) Fleet and In-Service Agency problem notifications

7.0 QUALITY SURVEILLANCE & PERFORMANCE STANDARDS

The government will conduct quality surveillance via various methods including formal and informal meetings,review of technical reports, review of monthly progress reports, and review of deliverables.

Contractor performance will be evaluated in the areas of technical quality, responsiveness, timeliness and cost.Technical quality will be evaluated against the performance standards defined in applicable documents 3.0 and GFI6.0 (a) and (b). Responsiveness will be evaluated based upon the government experience interacting with thecontractor during performance. Timeliness will be evaluated based on the contractor’s ability to meet CDRLschedules with minimal variance. Cost will be evaluated based upon the contractor’s ability to manage to thenegotiated costs.

C16S COST AND PERFORMANCE REPORTING (NOV 2011)

(a) The Contractor agrees to upload the Contractor's Funds and Man-hour Expenditure Reports in the ElectronicCost Reporting and Financial Tracking (eCRAFT) System and submit the Contractor’s Performance Report on theday and for the same timeframe the contractor submits an invoice into Wide Area Workflow (WAWF). Compliancewith this requirement is a material requirement of this contract. Failure to comply with this requirement may resultin contract termination.

(b) The Contractor's Funds and Man-hour Expenditure Report reports contractor expenditures for labor, materials,travel, subcontractor usage, and other contract charges.

(c) The Contractor's Performance Report indicates the progress of work and the status of the program and of allassigned tasks. It informs the Government of existing or potential problem areas.

(1) Access:

a) eCRAFT: Reports are uploaded through the Electronic Cost Reporting and Financial Tracking (eCRAFT)System Periodic Report Utility (EPRU). The EPRU spreadsheet and user manual can be obtained at: http://www.navsea.navy.mil/nuwc/newport/contracts/default.aspx under eCRAFT information. The eCRAFTe-mail address for report submission is: [email protected] . If you have problems uploading reports,please see the Frequently Asked Questions at the site address above.

b) WAWF: See Clause HQ G-2-0007.

(2) Format.

a) eCRAFT: Data shall be reported in a format acceptable to the Electronic Cost Reporting and FinancialTracking System (eCraft) as defined in the EPRU manual.

CONTRACT NO.



23 PAGE

9 of 34 FINAL

http://www.navsea.navy.mil/nuwc/newport/contracts/default.aspx

mailto:[email protected]

b) Contractor’s Performance Report: The pages shall be sequentially numbered. All attachments shall beidentified and referenced in the text of the report. The report shall be prepared in the contractor's format and shall belegible and suitable for reproduction. Electronic submission is mandatory.

(3) Scope and Content. Costs incurred under this contract/task order are to be segregated at the lowest level ofperformance, either task, subtask or Technical Instruction (TI), rather than on a total task contract/order basis.

a) eCRAFT: Supporting documentation in eCRAFT shall include summaries of work charged during the periodcovered.

b) Contractor’s Performance Report:

(i) Provide a front cover sheet that indicates the contractor's name and address, the contract number, the system orprogram nomenclature, the report date, the reporting period, the report title and a serial number for the report, thesecurity classification, the name and address of the person who prepared the report, and the name of the issuingGovernment activity (Naval Undersea Warfare Center Division, Newport).

(ii) Report contract schedule status. Describe the progress made against milestones during the reporting period.

(iii) Report any significant changes to the contractor's organization or methods of operation, to the projectmanagement network, or to the milestone chart, including the addition/deletion of any subcontractors and keypersonnel

(iv) Report problem areas affecting technical, scheduling, or cost elements. Provide background andrecommendations for solutions. Report results (positive or negative) obtained related to previously identifiedproblem areas, with conclusions and recommendations.

(v) Report all trips and significant results. This shall be a full breakdown, including locations, names of the peoplewho travelled, and costs.

(vi) Report all significant communications and any commitments made thereby. Include all non-contractualcommunications, such as technical instructions, e-mails, telephone conversations, etc.

(vii) Report Engineering Change Proposal (ECP) status. Identify all ECPs by status, i.e., proposed, approved andimplemented.

(viii) Report plans for activities during the following reporting period.

(ix) Include appendices for any necessary tables, references, photographs, illustrations, charts, etc.

(4) Submission and Approval.

a) The contractor shall submit their reports on the same day and for the same timeframe the contractor submits aninvoice into WAWF. The amounts shall be same. eCRAFT Approval will be indicated by e-mail notificationfrom eCraft.

b) Distribution Statement. Distribution Statement B: Distribution to U.S. Government agencies only; ProprietaryInformation; (date data generated). Other requests for this document shall be referred to NUWCDIVNPT Code 59.

(d) The contractor shall not provide other funds, man-hour, or status reporting without the prior written approval ofthe contracting officer.

C23S FACILITIES (SEP 2004)

(a) The Contractor shall provide liaison office(s) within commuting distance (by surface transportation) of the NavalUndersea Warfare Center Division, Newport. The liaison office(s) shall meet all security requirements and providecontrolled access work areas as specified in the DD Form 254 (if attached).

CONTRACT NO.



23 PAGE

10 of 34 FINAL

(b) The requirement for maintaining these facilities shall not be construed to mean that the Government will beobliged to pay any direct costs in connection therewith and further, the contractor shall not be entitled to any directpayment (labor, transportation or otherwise) in connection with any personnel set in readiness at, or brought to suchfacility in preparation for, or in expectation of, work to be performed under the contract. Payment for labor hours andmaterials will be made only for such hours and materials actually expended in performance under the contract. Thisparagraph applies also to any additional facilities which may be necessary during contract performance.

C24S SECURITY REQUIREMENTS (OCT 2004)

The Contractor shall comply with the attached DD Form 254, Contract Security Classification Specification, andany documents such as Classification Guides attached thereto or referenced thereon.

C25S ACCESS TO GOVERNMENT SITE (OCT 2009)

(a) Contractor personnel shall comply with all current badging and security procedures required togain access to any Government site. Access to Naval Undersea Warfare Center Division, Newportsites may only be gained by obtaining a badge (either permanent or temporary) from the securityoffice. Compliance with SECNAV M-5510.30, Section 9-20, FACILITY ACCESS DETERMINATION(FAD) PROGRAM is specifically required. Badges shall be issued only after completion of SF85Pavailable at: http://www.opm.gov/forms/index.asp

Contractor personnel requiring a Common Access Card, access to controlled unclassifiedinformation (CUI) and/or user level access to DoN or DoD networks and information systems, systemsecurity and network defense systems, or to system resources providing visual access and/or ability toinput, delete or otherwise manipulate sensitive information without control to identify and denysensitive information, are required to have a favorably adjudicated NACLC.

The Contractor shall ensure that Contractor personnel employed on any Government site becomefamiliar with and obey Activity regulations. Contractor personnel shall not enter restricted areasunless required to do so and until cleared for such entry. The Contractor shall request permission tointerrupt any activity roads or utility services in writing a minimum of 15 calendar days prior to thedate of interruption. Contractor personnel shall wear personal protective equipment in designatedareas. All contractor equipment shall be conspicuously marked for identification.

The contractor shall strictly adhere to Federal Occupational Safety and Health Agency (OSHA)Regulations, Environmental Protection Agency (EPA) Regulations, and all applicable state andlocal requirements.

(b) The contractor shall ensure that each contractor employee reads the pamphlet entitled,“Occupational Safety and Health Information for Contractors” prior to commencing performance atany NUWCDIVNPT site. This document is available under “Contractor Info” at:http://www.navsea.navy.mil/nuwc/newport/docs/Forms/AllItems.aspx

(c) The contractor shall ensure that each contractor employee reads the document entitled, “NUWCEnvironmental Policy” prior to commencing performance at any NUWCDIVNPT site. This documentis available at: http://www.navsea.navy.mil/nuwc/newport/docs/EMS_EnvPolicy1.pdf

(d) The contractor shall ensure that each contractor employee who is resident at any NUWCDIVNPTsite completes ISO 14001 Awareness training within 30 days of commencing performance at thatsite. This training is available on the ISO 14001 webpage on the NUWCDIVNPT Intranet and is alsoavailable on the NUWC Division Newport Internet site. This document is availableat: http://www.navsea.navy.mil/nuwc/newport/docs/External%20ISO14001_2009%20Training.pdf

(e) The contractor shall remove from the Government site any individual whose presence is deemedby the Commander, NUWCDIVNPT, to be contrary to the public interest or inconsistent with the best

interests of national security.

CONTRACT NO.



23 PAGE

11 of 34 FINAL

C26S INFORMATION ASSURANCE – UNCLASSIFIED DOD INFORMATION ON NON-DOD INFORMATION SYSTEMS (JUL 2010)

a. The Contractor shall ensure that unclassified DoD information it receives or produces in supportof DoD activities is protected according to the information safeguards described in Attachment 2 toDirective-Type Memorandum (DTM) 08.027 – Security of Unclassified DoD Information on Non-DoDInformation Systems, which is available at the following web address:

http://www.dtic.mil/whs/directives/corres/pdf/DTM-08-027.pdf

b. Upon request by the Government, the Contractor shall provide documentation demonstrating thesafeguards the contractor has implemented to ensure the security of unclassified DoD Information.

c. Contractor personnel that have not been briefed on Attachment 2 to Directive-Typememorandum (DTM) 08-027 – Security of Unclassified DoD Information on Non-DoD InformationSystems shall be denied access contractor systems that contain unclassified DoD information.

d. Subcontracts. If the Contractor issues any subcontracts in which the subcontractor will haveaccess to unclassified DoD information, the Contractor shall include this clause.

C54S UPDATING SPECIFICATIONS AND STANDARDS (NAVSEA AUG 1994) (APR 2010)

If, during the performance of this task order, the contractor believes that the task order contains outdated or differentversions of any specifications or standards, the contractor may request that it be updated to include the currentversion of the applicable specification or standard. Updating shall not affect the form, fit or function of anydeliverable item or increase the cost/price of the item to the Government. The contractor should submit updaterequests to the Procuring Contracting Officer with copies to the Administrative Contracting Officer and cognizantprogram office representative for approval. The contractor shall perform the task order in accordance with the existingspecifications and standards until notified of approval/disapproval by the Procuring Contracting Officer. Anyapproved alternate specifications or standards will be incorporated into the task order.

CONTRACT NO.



23 PAGE

12 of 34 FINAL

http://www.dtic.mil/whs/directives/corres/pdf/DTM-08-027.pdf

SECTION D PACKAGING AND MARKING

D21S DELIVERY, CONTROL, AND MARKING OF TECHNICAL DATA (SEP 2004)

(a) Data furnished hereunder shall be adequately packaged to assure safe delivery at destination.

(b) Transmittal of classified information by mail shall be in accordance with the National Industrial SecurityProgram Operating Manual (NISPOM) for Safeguarding Classified Information (DOD 5220.22-M).

(c) The Contractor shall distribute data items according to the distribution shown on the Contract DataRequirements List(s) (CDRL), provided as an Exhibit to this task order. The Contractor shall not distribute,release, or show data items or other technical data to third parties except with the written permission of the TaskOrder Ordering Officer.

(d) Release of all technical data is subject to NUWCDIVNPT INSTRUCTION 5570.1H, OPNAVINST 5510.161and DoD Directive 5230.25 (or appropriate superseding document).

(e) All copies of CDRL items under this task order, regardless of distribution, shall be marked on the report coverwith the following information:

Naval Undersea Warfare Center Division, Newport

Contract, Order, and ELIN Numbers

Report Title

Date of Report

Contractor Name (division which generated the report)

(f) Some of the data deliverables under this task order may require additional markings. If this clause is cited inBlock 16 of the DD Form 1423, provide the following markings prominently on the cover of the report:

Contractor’s Business Address

Task Order Dollar Amount

Sponsor (name, activity, office code, and location). Orders, if applicable, will identify the sponsor.

D24S PROHIBITED PACKING MATERIALS (JUN 2004)

The use of asbestos, excelsior, newspaper or shredded paper (all types including waxed paper, computer paper andsimilar hygroscopic or non-neutral material) is prohibited. In addition, loose fill polystyrene is prohibited forshipboard use.

CONTRACT NO.



23 PAGE

13 of 34 FINAL

SECTION E INSPECTION AND ACCEPTANCE

52.246-5 INSPECTION OF SERVICES – COST-REIMBURSEMENT (APR 1984)

HQ E-1-0001 INSPECTION AND ACCEPTANCE LANGUAGE FOR DATA Inspection and acceptance of all data shall be as specified on the attached Contract DataRequirements List(s), DD Form 1423.

HQ E-1-0003 INSPECTION AND ACCEPTANCE LANGUAGE FOR F.O.B.DESTINATION DELIVERIESItem(s)- Inspection and acceptance shall be made at destination by a representativeof the Government.

HQ E-1-0007 INSPECTION AND ACCEPTANCE LANGUAGE FOR LOE SERVICESItem(s) 1000 and 4000 Series CLINs Inspection and acceptance shall be made by the ContractingOfficer’s Representative (COR) or a designated representative of the Government.

CONTRACT NO.



23 PAGE

14 of 34 FINAL

SECTION F DELIVERABLES OR PERFORMANCE

The periods of performance for the following Items are as follows:

1200 3/26/2007 - 12/31/2007

1201 3/21/2008 - 10/31/2008

3200 3/26/2007 - 12/31/2007

3201 3/31/2008 - 9/30/2008

4201 6/28/2010 - 9/30/2010

4202 12/17/2010 - 9/30/2011

4203 10/1/2011 - 9/30/2012

4204 10/1/2012 - 12/31/2012

6201 6/28/2010 - 9/30/2010

6202 12/17/2010 - 9/30/2011

6203 10/1/2011 - 9/30/2012

6204 9/26/2012 - 9/25/2013

F1S PERIOD OF PERFORMANCE (JUN 2010)

Services to be furnished hereunder shall be performed and completed as follows:

Performance Period

Base 3/26/07- 3/20/08

Option 1 3/21/08-10/31/08

Option 2 11/1/08-9/30/09

Option 3 Eliminated via mod. 08; combined with Option #2

Option 4 06/28/10-9/30/10

Option 5 12/17/10-9/30/11

Option 6 1 OCT 2011 - 30 SEP 2012

Option 7 1 OCT 2012 - 31 JAN 2013

* If option is exercised. NOTE: The option periods of performance are estimated and projected for planningpurposes. However, if the option is not exercised prior to the beginning of the option's projected performance periodas outlined in the schedule, upon receipt of funds, the contracting officer will modify the schedule. The option'sperformance timeframe shall be adjusted to correlate to the timeframe commensurate with the exercise of the optionfor a period not to exceed 12 months. The overall Period of Performance of this task order shall not exceed five (5)yrs from the effective date of the task order.

F22S DELIVERY OF DATA (JUN 2004)

The contractor shall deliver data items in accordance with the directions set forth on the DD Form 1423, ContractData Requirements List (CDRL), which is an exhibit to this task order. Any change in the delivery of data must bemade by a formal task order modification.

F30S PLACE OF PERFORMANCE (APR 2005)

Work will be performed at the Contractor's facility or other locations, as required by the statement of work.

CONTRACT NO.



23 PAGE

15 of 34 FINAL

SECTION G CONTRACT ADMINISTRATION DATA

NOTE TO THE PAYMENT OFFICE (JAN 2012) DFARS PGI 204.7108 (d)(12) Other.

(a) The award document includes Accounting Data at the end of Section G. All lines of accountingare listed sequentially under a heading that identifies the particular action (award or modificationnumber) under which the funding was obligated. Under Seaport-e, all funding isidentified/obligated at the SubCLIN (SLIN) level. Accounting for expenditures and invoicing at theSLIN level is required. (b) This requirement includes support for multiple programs with independent budgets and fundinglines. These funding lines are NOT interchangeable, and it is critical that the Paying Office pay inaccordance with the accounting classification reference numbers (ACRNs) and SLINs noted on thecontractor's invoices. To do otherwise, could result in a misappropriation of funds. (c) The Payment Office shall ensure that each payment under this contract is made in accordancewith the specific ACRNs and SLIN numbers shown on each individual invoice, including attacheddata.

HQ G-2-0007 INVOICE INSTRUCTIONS (NAVSEA) (APR 2011)

(a) In accordance with the clause of this contract entitled “ELECTRONIC SUBMISSION OFPAYMENT REQUESTS” (DFARS 252.232-7003), the Naval Sea Systems Command (NAVSEA) willutilize the DoD Wide Area Workflow Receipt and Acceptance (WAWF) system to acceptsupplies/services delivered under this contract. This web-based system located athttps://wawf.eb.mil provides the technology for government contractors and authorized Departmentof Defense (DoD) personnel to generate, capture and process receipt and payment-relateddocumentation in a paperless environment. Invoices for supplies/services rendered under thiscontract shall be submitted electronically through WAWF. Submission of hard copy DD250/invoicesmay no longer be accepted for payment.

(b) It is recommended that the person in your company designated as the Central ContractorRegistration (CCR) Electronic Business (EB) Point of Contact and anyone responsible for thesubmission of invoices, use the online training system for WAWF at http://wawftraining.com. TheVendor, Group Administrator (GAM), and sections marked with an asterisk in the training systemshould be reviewed. Vendor documentation is available under Resources athttp://wawftraining.com.

(c) The designated CCR EB point of contact is responsible for activating the company’s CAGE codeon WAWF by calling 1-866-618-5988. Once the company is activated, the CCR EB point of contactwill self-register under the company’s CAGE code on WAWF and follow the instructions for a groupadministrator. After the company is set-up on WAWF, any additional persons responsible forsubmitting invoices must self-register under the company’s CAGE code at https://wawf.eb.mil.

(d) The contractor shall use the following document types, DODAAC codes and inspection andacceptance locations when submitting invoices in WAWF:

Type of Document(s) (contracting officer check all that apply)

Invoice (FFP Supply & Service) Invoice and Receiving Report Combo (FFP Supply)

CONTRACT NO.



23 PAGE

16 of 34 FINAL

https://wawf.eb.mil/

http://wawftraining.com/

http://wawftraining.com/

https://wawf.eb.mil/

Invoice as 2-in-1 (FFP Service Only) X Cost Voucher (Cost Reimbursable, T&M , LH, or FPI) Receiving Report (FFP, DD250 Only)

DODAAC Codes and Inspection and Acceptance Locations (contracting officer complete appropriateinformation as applicable)

Issue DODAAC N66604

Admin DODAAC S2101A

Pay Office DODAAC HQ0338 Inspector DODAAC LEAVE BLANK Service Acceptor DODAAC LEAVE BLANK Service Approver DODAAC N66604 Ship To DODAAC LEAVE BLANK DCAA Auditor DODAAC HAA211

Inspection Location DESTINATION

Acceptance Location DESTINATION

Attachments created in any Microsoft Office product may be attached to the WAWF invoice, e.g.,backup documentation, timesheets, etc. Maximum limit for size of each file is 2 megabytes. Maximum limit for size of files per invoice is 5 megabytes.

(e) The Contractor agrees to segregate costs incurred under this task order at the lowest level ofperformance, either task or subtask, rather than on a total task order basis, and to submit invoicesreflecting costs incurred at that level. Supporting documentation in WAWF for invoices shallinclude summaries of work charged during the period covered as well as overall cumulativesummaries by individual labor categories, rates, and hours (both straight time and overtime)invoiced; as well as a cost breakdown of ODCs (materials and travel), by line item task or subtask. Subcontractors are also required to provide labor categories, rates, and hours (both straight timeand overtime) invoiced; as well as, a cost breakdown of ODCs, materials, and travel invoiced. Supporting documentation may be encrypted before submission to the prime contractor for WAWFinvoice submittal. Subcontractors may email encryption code information directly to theContracting Officer and Contracting Officer Representative. Should the subcontractor lackencryption capability, the subcontractor may also email detailed supporting cost informationdirectly to the Contracting Officer and Contracting Officer Representative; or other method asagreed to by the Contracting Officer.

(f) Before closing out of an invoice session in WAWF, but after submitting the document(s), you willbe prompted to send additional email notifications. Click on “Send More Email Notification” and

CONTRACT NO.



23 PAGE

17 of 34 FINAL

add the acceptor/receiver email addresses noted below in the first email address block, and add anyother additional email addresses desired in the following blocks. This additional notification to thegovernment is important to ensure that the acceptor/receiver is aware that the invoice documentshave been submitted into WAWF.

Send Additional Email Notification To:

(g) The contractor shall submit invoices/cost vouchers for payment per contract terms and thegovernment shall process invoices/cost vouchers for payment per contract terms. Contractorsapproved by DCAA for direct billing will submit cost vouchers directly to DFAS via WAWF. Finalvoucher submission will be approved by the ACO.

(h) If you have any questions regarding WAWF, please contact the WAWF helpdesk at the above1-866 number or the NUWCDIVNPT WAWF point of contact, Jerry Palmer at or

For payment status, log into WAWF, scroll to the bottom of the page, andclick on the link for “Pay Status (myinvoice – External Link)”. Call or e-mail Barbara Sangeado at

only if you cannot get the answer through the WAWFWebsite.

G10S CONTRACTUAL AUTHORITY AND COMMUNICATIONS (JUN 2012)

(a) Functions: The Procuring Contracting Officer (PCO) for this contract is identified on the basiccontract. Only the PCO can change the basic contract, and the PCO maintains primacy over thecontract and all its task orders. The Contracting Officer of this Task Order is a warranted OrderingOfficer of the Naval Undersea Warfare Center Division Newport. The Government reserves the rightto administratively transfer authority over this task order from the individual named below to anotherContracting Officer at any time.

(b) Authority: The Contracting Officer is the only person authorized to approve changes in any ofthe requirements of this task order and, notwithstanding provisions contained elsewhere in this taskorder, the said authority remains solely the Contracting Officer's. The Contractor shall not complywith any order, direction or request of Government personnel - that would constitute a change -unless it is issued in writing and signed by the Contracting Officer. No order, statement, or conductof any Government personnel who visit the Contractor's facilities or in any other mannercommunicates with Contractor personnel during the performance of this task order shall constitute achange under the Changes clause of this task order and no adjustment will be made in the taskorder price to cover any increase in charges incurred as a result thereof. Therefore, in no event willany understanding, agreement, modification, change order, or other matter deviating from theterms of the basic contract or this task order between the contractor and any other person beeffective or binding on the Government. If, in the opinion of the contractor, an effort outside theexisting scope of this task order is requested, the contractor shall promptly notify the ContractingOfficer in writing. No action shall be taken by the contractor unless the Contracting Officer or basiccontract PCO has issued a formal modification.

(c) The Contracting Officer is:

Name: Joseph F. CerritoTelephone: Commercial: ; DSN: 432-8480Fax: Commercial: ; DSN: 432-4820Email:

(d) The Task Order Negotiator is:

CONTRACT NO.



23 PAGE

18 of 34 FINAL

Name: Same as above.

(e) Ombudsman for the Naval Undersea Warfare Center Division, Newport, RI, is:

Name: Denise Abraham

Telephone Commercial: DSN: 432-6379 Fax Commercial: ; DSN: 432-4820Email:

(f) The Contracting Officer’s Representative (COR) this task order is:

Name: Terrence WilkeCode: 2521Mailing Address: Naval Undersea Warfare Center Division, Newport, 1176 Howell Street, Building:1259Room: I-27-1, Newport, RI 02841Telephone: Commercial DSN 432-2770

g) The Contractor's Representative is:

Name: Darlene ErvinTitle: Lead Contract AdministratorMailing Address: URS Federal Services,

2450 Crystal Drive, Suite 500

E-mail AddressTelephone:

G11S CONTRACT ADMINISTRATION FUNCTIONS (SERVICES)(JUN 2010)

(a) The cognizant Administrative Contracting Office for this task order is identified in Block 6 on page one of thistask order.

(b) TASK ORDER ORDERING OFFICER RETAINED FUNCTIONS. The Task Order Ordering Officer retainsthe administrative functions described in FAR 42.302(a) and listed below. These functions will be accomplished asset forth in the attached JA4S Task Order Administration Plan.

(3) Conduct post-award orientation conferences.

(40) Perform engineering surveillance to assess compliance with contractual terms for schedule, cost, and technicalperformance in the areas of design, development, and production.

(44) Perform engineering analyses of contractor cost proposals.

(45) Review and analyze contractor-proposed engineering and design studies and submit comments andrecommendations to the contracting office, as required.

(46) Review engineering change proposals for proper classification, and when required, for need, technical adequacyof design, producibility, and impact on quality, reliability, schedule, and cost; submit comments to the contractingoffice.

(47) Assist in evaluating and make recommendations for acceptance or rejection of waivers and deviations.

CONTRACT NO.



23 PAGE

19 of 34 FINAL

(c) TASK ORDER ACO DELEGATED FUNCTIONS. The task order Administrative Contracting Officer (ACO) isdelegated the following functions:

(1) All other functions of FAR 42.302(a) except (3), (40), (44), (45), (46), (47), (51), (59), (62), (63), (64), and (70).

(2) The function of FAR 42.302(b)(6).

(d) If the task order ACO identifies a contract administration problem, the remedy for which is not covered by theabove, the task order ACO shall request the Task Order Ordering Officer to delegate additional functions asnecessary. The Task Order Ordering Officer may delegate authority by letter

G14S CONTRACTOR'S SENIOR TECHNICAL REPRESENTATIVE (AUG 2005)

Name: Roger D. LambertTitle: Program/Project Manager IMailing Address: URS Federal Technical Services, Inc., 2 Corporate Place, Middletown, RI 02842-6294E-mail Address: Telephone:

Accounting Data

SLINID PR Number Amount -------- ---------------------- ---------------------120001 N66604-7059-6911 9600.00 LLA : A1 97X4930.NH6A 000 77777 0 066604 2F 000000 25210X438837 Standard Number: 0092081 120002 N66604-7059-6918 10000.00 LLA : A2 97X4930.NH6A 000 77777 0 066604 2F 000000 25210A438837 Standard Number: 0092081 320001 See below. 5400.00 LLA : A2 97X4930.NH6A 000 77777 0 066604 2F 000000 25210A438837 Standard Number: 0092081 N66604-7059-6924 $2,000 (FMS Case TW-P-GMS) N66604-7059-6928 $3,400 (FMS Case #TW-P-GMS) BASE Funding 25000.00 Cumulative Funding 25000.00 MOD 01 120002 N66604-7081-4615 16000.00 LLA : A2 97X4930.NH6A 000 77777 0 066604 2F 000000 25210A438837 Standard Number: 0092081 320001 N66604-7081-4619 4000.00 LLA : A2 97X4930.NH6A 000 77777 0 066604 2F 000000 25210A438837 Standard Number: 0092081 MOD 01 Funding 20000.00 Cumulative Funding 45000.00 MOD 04 120101 N66604-8071-5470 65000.00 LLA : A3 97X4930.NH6A 000 77777 0 066604 2F 000000 25B00A438838 Standard Number: 0129166

CONTRACT NO.



23 PAGE

20 of 34 FINAL

320101 N66604-8071-5474 10000.00 LLA : A3 97X4930.NH6A 000 77777 0 066604 2F 000000 25B00A438838 Standard Number: 0129166 MOD 04 Funding 75000.00 Cumulative Funding 120000.00 MOD 05 320001 N66604-7081-4619 (2793.30) LLA : A2 97X4930.NH6A 000 77777 0 066604 2F 000000 25210A438837 Standard Number: 0092081 MOD 05 Funding -2793.30 Cumulative Funding 117206.70 MOD 06 120003 N66604-8254-0515 2793.30 LLA : A3 97X4930.NH6A 000 77777 0 066604 2F 000000 25B00A438838 Standard Number: 0160803 MOD 06 Funding 2793.30 Cumulative Funding 120000.00 MOD 09 Funding 0.00 Cumulative Funding 120000.00 MOD 10 420101 N66604-0138-0882 35000.00 LLA : A4 97X4930.NH6A 000 77777 0 066604 2F 000000 25B00A472100 Standard Number: 0274516 620101 N66604-0138-0883 1000.00 LLA : A4 97X4930.NH6A 000 77777 0 066604 2F 000000 25B00A472100 Standard Number: 0274516 MOD 10 Funding 36000.00 Cumulative Funding 156000.00 MOD 11 Funding 0.00 Cumulative Funding 156000.00 MOD 12 420101 N66604-0138-0882 (4000.00) LLA : A4 97X4930.NH6A 000 77777 0 066604 2F 000000 25B00A472100 Standard Number: 0274516 620101 N66604-0138-0883 (1000.00) LLA : A4 97X4930.NH6A 000 77777 0 066604 2F 000000 25B00A472100 Standard Number: 0274516 MOD 12 Funding -5000.00 Cumulative Funding 151000.00 MOD 13 Funding 0.00 Cumulative Funding 151000.00

CONTRACT NO.



23 PAGE

21 of 34 FINAL

MOD 14 420201 N66604-0337-3743 14000.00 LLA : A5 97X4930.NH6A 000 77777 0 066604 2F 000000 25B00X472101 Standard Number: 0316469 620201 N66604-0337-3746 1000.00 LLA : A5 97X4930.NH6A 000 77777 0 066604 2F 000000 25B00X472101 Standard Number: 0316469 MOD 14 Funding 15000.00 Cumulative Funding 166000.00 MOD 15 420202 N66604-1038-3984 70000.00 LLA : A5 97X4930.NH6A 000 77777 0 066604 2F 000000 25B00X472101 Standard Number: 0316469 MOD 15 Funding 70000.00 Cumulative Funding 236000.00 MOD 16 420203 N66604-1116-7218 50000.00 LLA : A5 97X4930.NH6A 000 77777 0 066604 2F 000000 25B00X472101 Standard Number: 0345576 MOD 16 Funding 50000.00 Cumulative Funding 286000.00 MOD 17 420301 N66604-1243-9537 37500.00 LLA : A6 97X4930.NH6A 000 77777 0 066604 2F 000000 25210A472101 Standard Number: 0372817 620301 N66604-1250-0356-2011 1000.00 LLA : A6 97X4930.NH6A 000 77777 0 066604 2F 000000 25210A472101 Standard Number: 0372817 MOD 17 Funding 38500.00 Cumulative Funding 324500.00 MOD 18 Funding 0.00 Cumulative Funding 324500.00 MOD 19 420302 1300243820 90000.00 LLA : A7 97X4930 NH6A 252 77777 0 050120 2F 000000 A10001013098 MOD 19 Funding 90000.00 Cumulative Funding 414500.00 MOD 20 420203 N66604-1116-7218 (10000.00) LLA :

CONTRACT NO.



23 PAGE

22 of 34 FINAL

A5 97X4930.NH6A 000 77777 0 066604 2F 000000 25B00X472101 Standard Number: 0345576 620201 N66604-0337-3746 (1000.00) LLA : A5 97X4930.NH6A 000 77777 0 066604 2F 000000 25B00X472101 Standard Number: 0316469 MOD 20 Funding -11000.00 Cumulative Funding 403500.00 MOD 21 420303 1300293633 15000.00 LLA : A8 97X4930 NH6A 252 77777 0 050120 2F 000000 A00001328391 MOD 21 Funding 15000.00 Cumulative Funding 418500.00 MOD 22 420401 1300301758 35000.00 LLA : A9 97X4930 NH6A 252 77777 0 050120 2F 000000 A00001375556 620401 1300301758 1000.00 LLA : A9 97X4930 NH6A 252 77777 0 050120 2F 000000 A00001375556 MOD 22 Funding 36000.00 Cumulative Funding 454500.00 MOD 23 420402 1300322044 15000.00 LLA : B1 97X4930 NH6A 252 77777 0 050120 2F 000000 A00001532064 620402 1300322044 1000.00 LLA : B1 97X4930 NH6A 252 77777 0 050120 2F 000000 A00001532064 MOD 23 Funding 16000.00 Cumulative Funding 470500.00

CONTRACT NO.



23 PAGE

23 of 34 FINAL

SECTION H SPECIAL CONTRACT REQUIREMENTS

5252.216-9122 LEVEL OF EFFORT - ALTERNATE 1 (MAY 2010)

CONTRACT NO.



23 PAGE

24 of 34 FINAL

(

.

5252.232-9104 ALLOTMENT OF FUNDS (JAN 2008)

(a) This contract is incrementally funded with respect to both cost and fee. The amount(s) presentlyavailable and allotted to this contract for payment of fee for incrementally fundedcontract line item number/contract subline item number (CLIN/SLIN), subject to the clause entitled"FIXED FEE" (FAR 52.216-8) or "INCENTIVE FEE" (FAR 52.216-10), as appropriate, is specifiedbelow. The amount(s) presently available and allotted to this contract for payment of cost forincrementally funded CLINs/SLINs is set forth below. As provided in the clause of this contractentitled "LIMITATION OF FUNDS" (FAR 52.232-22), the CLINs/SLINs covered thereby, and theperiod of performance for which it is estimated the allotted amount(s) will cover are as follows:

ALLOTTED TO

ALLOTTED TO

TOTAL AMOUNT

ESTIMATED PERIOD

ITEM COST FEE ALLOTTED OF PERFORMANCE

$324,500.00 13/31/2011

420302 2/14/12 - 09/30/12

420203 N/A

620201 N/A

CONTRACT NO.



23 PAGE

25 of 34 FINAL

4203039/5/12-9/30/12

42040110-01-12 -12-31-12

620401 10-01-12 -12-31-12

420402 1/1/13 - 1/31/13

620402 1/1/13 - 1/31/13

(b) The parties contemplate that the Government will allot additional amounts to this contract fromtime to time for the incrementally funded CLINs/SLINs by unilateral contract modification, and anysuch modification shall state separately the amount(s) allotted for cost, the amount(s) allotted forfee, the CLINs/SLINs covered thereby, and the period of performance which the amount(s) areexpected to cover.

(c) CLINs/SLINs are fully funded and performance under these CLINs/SLINs is subject to the clauseof this contract entitled "LIMITATION OF COST" (FAR 52.232-20).

(d) The Contractor shall segregate costs for the performance of incrementally funded CLINs/SLINsfrom the costs of performance of fully funded CLINs/SLINs.

5252.242-9115 TECHNICAL INSTRUCTIONS (APR 1999)

(a) Performance of the work hereunder may be subject to written technical instructions signed by theContracting Officer's Representative specified in Section G of this contract. As used herein,technical instructions are defined to include the following:

(1) Directions to the Contractor which suggest pursuit of certain lines of inquiry, shift workemphasis, fill in details or otherwise serve to accomplish the contractual statement of work.

(2) Guidelines to the Contractor which assist in the interpretation of drawings, specifications ortechnical portions of work description.

(b) Technical instructions must be within the general scope of work stated in the contract. Technicalinstructions may not be used to: (1) assign additional work under the contract; (2) direct a change asdefined in the "CHANGES" clause of this contract; (3) increase or decrease the contract price orestimated contract amount (including fee), as applicable, the level of effort, or the time required forcontract performance; or (4) change any of the terms, conditions or specifications of the contract.

(c) If, in the opinion of the Contractor, any technical instruction calls for effort outside the scope ofthe contract or is inconsistent with this requirement, the Contractor shall notify the ContractingOfficer in writing within ten (10) working days after the receipt of any such instruction. TheContractor shall not proceed with the work affected by the technical instruction unless and until theContractor is notified by the Contracting Officer that the technical instruction is within the scope ofthis contract.

(d) Nothing in the foregoing paragraph shall be construed to excuse the Contractor from performingthat portion of the contractual work statement which is not affected by the disputed technicalinstruction.

H14S ORGANIZATIONAL CONFLICT OF INTEREST - FAR 9.505-4

CONTRACT NO.



23 PAGE

26 of 34 FINAL

(a) In accordance with FAR 9.505-4, whereas the statement of work for this task order requires access to proprietarydata of other companies the Contractor must agree with the other companies to (1) protect their information fromunauthorized use or disclosure for as long as it remains proprietary and (2) refrain from using the information for anypurpose other than that for which it was furnished. The Contractor agrees to furnish copies of such agreements to theTask Order Ordering Officer before accepting possession of such data. The Contractor further agrees that suchproprietary data shall not be used in performing for the Department of Defense additional work in the same field aswork performed under this task order if such additional work is procured competitively.

(b) For the purpose of this clause, the term "Contractor" means the Contractor, its subsidiaries and affiliates, jointventures involving the Contractor, any entity with which the Contractor may hereafter merge or affiliate, and anyother successor of the Contractor.

(c) The Contractor shall, within 15 days after the effective date of this task order, provide a written certification tothe Task Order Ordering Officer that all employees, agents and subcontractors involved in the performance of thistask order have been informed of the provisions of this clause.

(d) Any subcontractor which performs any work relative to this task order shall be subject to this clause. TheContractor agrees to place in each subcontract affected by these provisions the necessary language contained in thisclause.

(e) The prohibitions imposed by this clause may be waived by the Task Order Ordering Officer.

(f) In the event the Contractor, or any of its employees, agents or subcontractors fails to comply with the provisionsof this clause, such noncompliance shall be deemed a material breach of contract for which the Government reservesthe right to terminate the task order for default and/or resort to such other rights and remedies as provided for underthis task order and under the Federal law of contracts. Noncompliance with the provisions of this clause may alsoadversely affect the determination of Contractor responsibility in future Government acquisitions.

(g) The Government may administratively modify the contract to list agreements between the Contractor and thirdparties into the task order.

H20S NSURANCE - WORK ON A GOVERNMENT INSTALLATION

The following types of insurance are required in accordance with the clause entitled, Insurance - Work On AGovernment Installation (FAR 52.228-5), and shall be maintained in the minimum amounts shown:

(1) Comprehensive General Liability: $200,000 per person and $500,000 per accident for bodily injury.

(2) Automobile Insurance: $200,000 per person and $500,000 per accident for bodily injury and $20,000 peraccident for property damage.

(3) Standard Workmen's Compensation and Employer's Liability Insurance (or, where maritime employment isinvolved, Longshoremen's and Harbor Worker's Compensation Insurance) in the minimum amount of $100,000.

H24S PROHIBITION ON TELECOMMUNICATIONS (OCT 2006)

The contractor is expressly prohibited from purchasing any telecommunication devices (i.e. satellite telephones, cellphones, pagers, blackberry, two way radios, walkie-talkies, etc. or any associated accessories) without the writtenapproval of the contracting officer on an item by item basis.

H40S KEY PERSONNEL (FEB 2007)

The following are specified as key people for this task order:

CONTRACT NO.



23 PAGE

27 of 34 FINAL

H81X TRAVEL RESPONSIBILITIES (OCT 2011) There may be situations where contractor employees and government employees travel together ingovernment vehicles, or in vehicles rented by the government under the terms of the U.S. CarRental Agreement (currently available at ( http://www.defensetravel.dod.mil

/Docs/CarRentalAgreement.pdf ) the government has with various rental car companies. In suchsituations, contractor employees may only be passengers (not drivers) in such vehicles. If acontractor employee is a passenger in a government vehicle or a vehicle rented by the government,it would be on a "no additional cost to the government" basis. If a contractor employee is apassenger in a government vehicle, the contractor shall indemnify and hold the governmentharmless from all liability resulting from personal injury or death or damage to property which mayoccur as a result of such joint travel. When a contractor is a passenger in a vehicle rented by thegovernment, liability would be limited to the terms set out in the U.S. Car Rental Agreement ineffect at the time of any incident.

CONTRACT NO.



23 PAGE

28 of 34 FINAL

http://www.defensetravel.dod.mil/Docs/CarRentalAgreement.pdf

SECTION I CONTRACT CLAUSES

52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT - OVERTIMECOMPENSATION (SEP 2000)

52.222-99 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONSACT (DEVIATION 2010-O0013) (JUN 2010)

52.223-5 POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION (AUG 2003)

52.229-8 TAXES - FOREIGN COST-REIMBURSEMENT CONTRACTS (MAR 1990)para.(a) fill-in: Government of Taiwan and Australia,para.(a) fill-in: laws of Taiwan and Australia,

52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT AND VEGETATION (APR1984)

252.204-7005 ORAL ATTESTATION OF SECURITY RESPONSIBILITIES (NOV 2001)

252.223-7006 PROHIBITION ON STORAGE AND DISPOSAL OF TOXIC AND HAZARDOUSMATERIALS (APR 1993)

252.225-7043 ANTITERRORISM/FORCE PROTECTION POLICY FOR DEFENSE CONTRACTORSOUTSIDE THE UNITED STATES (JUN 1998)

252.231-7000 SUPPLEMENTAL COST PRINCIPLES (DEC 1991)

52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (JAN 2009)

(a) Definitions. As used in this clause—

“Commercially available off-the-shelf (COTS) item”—

(1) Means any item of supply that is—

(i) A commercial item (as defined in paragraph (1) of the definition at 2.101);

(ii) Sold in substantial quantities in the commercial marketplace; and

(iii) Offered to the Government, without modification, in the same form in which it is sold in the commercialmarketplace; and

(2) Does not include bulk cargo, as defined in section 3 of the Shipping Act of 1984 (46 U.S.C. App. 1702), suchas agricultural products and petroleum products. Per 46 CFR 525.1(c)(2), “bulk cargo” means cargo that is loadedand carried in bulk onboard ship without mark or count, in a loose unpackaged form, having homogenouscharacteristics. Bulk cargo loaded into intermodal equipment, except LASH or Seabee barges, is subject to markand count and, therefore, ceases to be bulk cargo.

“Employee assigned to the contract” means an employee who was hired after November 6, 1986, who is directlyperforming work, in the United States, under a contract that is required to include the clause prescribed at 22.1803.An employee is not considered to be directly performing work under a contract if the employee—

(1) Normally performs support work, such as indirect or overhead functions; and

(2) Does not perform any substantial duties applicable to the contract.

“Subcontract” means any contract, as defined in 2.101, entered into by a subcontractor to furnish supplies orservices for performance of a prime contract or a subcontract. It includes but is not limited to purchase orders, andchanges and modifications to purchase orders.

CONTRACT NO.



23 PAGE

29 of 34 FINAL

“Subcontractor” means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for a primeContractor or another subcontractor.

“ United States,” as defined in 8 U.S.C. 1101(a)(38), means the 50 States, the District of Columbia, Puerto Rico,Guam, and the U.S. Virgin Islands.

(b) Enrollment and verification requirements.

(1) If the Contractor is not enrolled as a Federal Contractor in E-Verify at time of contract award, the Contractorshall—

(i) Enroll. Enroll as a Federal Contractor in the E-Verify program within 30 calendar days of contract award;

(ii) Verify all new employees. Within 90 calendar days of enrollment in the E-Verify program, begin to use E-Verifyto initiate verification of employment eligibility of all new hires of the Contractor, who are working in the UnitedStates, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3)of this section); and

(iii) Verify employees assigned to the contract. For each employee assigned to the contract, initiate verificationwithin 90 calendar days after date of enrollment or within 30 calendar days of the employee’s assignment to thecontract, whichever date is later (but see paragraph (b)(4) of this section).

(2) If the Contractor is enrolled as a Federal Contractor in E-Verify at time of contract award, the Contractor shall useE-Verify to initiate verification of employment eligibility of—

(i) All new employees.

(A) Enrolled 90 calendar days or more. The Contractor shall initiate verification of all new hires of the Contractor,who are working in the United States, whether or not assigned to the contract within 3 business days after the dateof hire (but see paragraph (b)(3) of this section); or

(B) Enrolled less than 90 calendar days. Within 90 calendar days after enrollment as a Federal Contractor inE-Verify, the Contractor shall initiate verification of all new hires of the Contractor, who are working in the UnitedStates, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3)of this section ); or

(ii) Employees assigned to the contract. For each employee assigned to the contract, the Contractor shall initiateverification within 90 calendar days after date of contract award or within 30 days after assignment to the contract,whichever date is later (but see paragraph (b)(4) of this section).

(3) If the Contractor is an institution of higher education (as defined at 20 U.S.C. 1001(a)); a State or localgovernment or the government of a Federally recognized Indian tribe; or a surety performing under a takeoveragreement entered into with a Federal agency pursuant to a performance bond, the Contractor may choose to verifyonly employees assigned to the contract, whether existing employees or new hires. The Contractor shall follow theapplicable verification requirements at (b)(1) or (b)(2), respectively, except that any requirement for verification ofnew employees applies only t new employees assigned to the contract.

(4) Option to verify employment eligibility of all employees. The Contractor may elect to verify all existingemployees hired after November 6, 1986, rather than just those employees assigned to the contract. The Contractorshall initiate verification for each existing employee working in the United States who was hired after November 6,1986, within 180 calendar days of—

(i) Enrollment in the E-Verify program; or

(ii) Notification to E-Verify Operations of the Contractor’s decision to exercise this option, using the contactinformation provided in the E-Verify program Memorandum of Understanding (MOU).

(5) The Contractor shall comply, for the period of performance of this contract, with the requirement of the E-Verifyprogram MOU.

(i) The Department of Homeland Security (DHS) or the Social Security Administration (SSA) may terminate the

CONTRACT NO.



23 PAGE

30 of 34 FINAL

Contractor’s MOU and deny access to the E-Verify system in accordance with the terms of the MOU. In such case,the Contractor will be referred to a suspension or debarment official.

(ii) During the period between termination of the MOU and a decision by the suspension or debarment officialwhether to suspend or debar, the Contractor is excused from its obligations under paragraph (b) of this clause. If thesuspension or debarment official determines not to suspend or debar the Contractor, then the Contractor mustreenroll in E-Verify.

(c) Web site. Information on registration for and use of the E-Verify program can be obtained via the Internet at theDepartment of Homeland Security Web site: http://www.dhs.gov/E-Verify .

(d) Individuals previously verified. The Contractor is not required by this clause to perform additional employmentverification using E-Verify for any employee—

(1) Whose employment eligibility was previously verified by the Contractor through the E-Verify program;

(2) Who has been granted and holds an active U.S. Government security clearance for access to confidential, secret,or top secret information in accordance with the National Industrial Security Program Operating Manual; or

(3) Who has undergone a completed background investigation and been issued credentials pursuant to HomelandSecurity Presidential Directive (HSPD) -12, Policy for a Common Identification Standard for Federal Employeesand Contractors.

(e) Subcontracts. The contractor shall include the requirements of this clause, including this paragraph (e)(appropriately modified for identification of the parties), in each subcontract that—

(1) Is for—

(i) Commercial or noncommercial services (except for commercial services that are part of the purchase of a COTSitem (or an item that would be a COTS item, but for minor modifications), performed by the COTS provider, andare normally provided for that COTS item); or

(ii) Construction;

(2) Has a value of more than $3,000; and

(3) Includes work performed in the United States.

(End of Clause)

52.244-2 SUBCONTRACTS (OCT 2010)

(a) Definitions. As used in this clause—

“Approved purchasing system” means a Contractor’s purchasing system that has been reviewed and approved inaccordance with Part 44 of the Federal Acquisition Regulation (FAR)

“Consent to subcontract” means the Contracting Officer’s written consent for the Contractor to enter into a particularsubcontract.

“Subcontract” means any contract, as defined in FAR Subpart 2.1, entered into by a subcontractor to furnishsupplies or services for performance of the prime contract or a subcontract. It includes, but is not limited to,purchase orders, and changes and modifications to purchase orders.

(b) When this clause is included in a fixed-price type contract, consent to subcontract is required only on unpricedcontract actions (including unpriced modifications or unpriced delivery orders), and only if required in accordancewith paragraph (c) or (d) of this clause.

(c) If the Contractor does not have an approved purchasing system, consent to subcontract is required for anysubcontract that-

CONTRACT NO.



23 PAGE

31 of 34 FINAL

(1) Is of the cost-reimbursement, time-and-materials, or labor-hour type; or

(2) Is fixed-price and exceeds-

(i) For a contract awarded by the Department of Defense, the Coast Guard, or the National Aeronautics and Space Administration, the greater of the simplified acquisition threshold or 5 percent of the total estimated cost of the contract; or

(ii) For a contract awarded by a civilian agency other than the Coast Guard and the National Aeronautics and Space Administration, either the simplified acquisition threshold or 5 percent of the total estimated cost of the contract.

(d) If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the ContractingOfficer’s written consent before placing the following subcontracts: ________________________

(e)(1) The Contractor shall notify the Contracting Officer reasonably in advance of placing any subcontract ormodification thereof for which consent is required under paragraph (b), (c), or (d) of this clause, including thefollowing information:

(i) A description of the supplies or services to be subcontracted.

(ii) Identification of the type of subcontract to be used.

(iii) Identification of the proposed subcontractor. (iv) The proposed subcontract price.

(v) The subcontractor’s current, complete, and accurate certified cost or pricing data and Certificate of Current Cost or Pricing Data, if required by other contract provisions.

(vi) The subcontractor’s Disclosure Statement or Certificate relating to Cost Accounting Standards when such data are required by other provisions of this contract.

(vii) A negotiation memorandum reflecting -

(A) The principal elements of the subcontract price negotiations;

(B) The most significant considerations controlling establishment of initial or revised prices;

(C) The reason certified cost or pricing data were or were not required;

(D) The extent, if any, to which the Contractor did not rely on the subcontractor’s certified cost or pricing data in determining the price objective and in negotiating the final price;

(E) The extent to which it was recognized in the negotiation that the subcontractor’s certified cost or pricing data were not accurate, complete, or current; the action taken by the Contractor and the subcontractor; and the effect of any such defective data on the total price negotiated;

(F) The reasons for any significant difference between the Contractor’s price objective and the price negotiated; and

(G) A complete explanation of the incentive fee or profit plan when incentives are used. The explanation shall identify each critical performance element, management decisions used to quantify each incentive element, reasons for the incentives, and a summary of all trade-off possibilities considered.

CONTRACT NO.



23 PAGE

32 of 34 FINAL

(2) The Contractor is not required to notify the Contracting Officer in advance of entering into any subcontract forwhich consent is not required under paragraph (b), (c), or (d) of this clause.

(f) Unless the consent or approval specifically provides otherwise, neither consent by the Contracting Officer to anysubcontract nor approval of the Contractor’s purchasing system shall constitute a determination -

(1) Of the acceptability of any subcontract terms or conditions;(2) Of the allowability of any cost under this contract; or(3) To relieve the Contractor of any responsibility for performing this contract.

(g) No subcontract or modification thereof placed under this contract shall provide for payment on a cost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement type subcontracts shall not exceed the feelimitations in FAR 15.404-4(c)(4)(i).

(h) The Contractor shall give the Contracting Officer immediate written notice of any action or suit filed and promptnotice of any claim made against the Contractor by any subcontractor or vendor that, in the opinion of theContractor, may result in litigation related in any way to this contract, with respect to which the Contractor may beentitled to reimbursement from the Government.

(i) The Government reserves the right to review the Contractor’s purchasing system as set forth in FAR Subpart44.3.

(j) Paragraphs (c) and (e) of this clause do not apply to the following subcontracts, which wereevaluated during negotiations:

(End of Clause)

CONTRACT NO.



23 PAGE

33 of 34 FINAL

SECTION J LIST OF ATTACHMENTS

DD254- Contract Security Classification Specification with TEMPEST Questionaire and CNO Letter (Revised10/07/10)

Listing of Government Property Made Available

DD1423- Contract Data Requirements List (with Addendum)

Task Order Administration Plan

CONTRACT NO.



23 PAGE

34 of 34 FINAL