1. CONTRACT ID CODE PAGE OF PAGES AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT U 1 2

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1 1. CONTRACT ID CODE OF S AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT U AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (If applicable) Apr-2009 N MR N/A 6. ISSUED BY CODE N ADMINISTERED BY (If other than Item 6) CODE S2101A NAVAIR Aircraft Division Pax River BUNDY ROAD, Bldg 441 Patuxent River MD joanna.morris@navy.mil DCMA MARYLAND 217 EAST REDWOOD STREET, SUITE 1800 BALTIMORE MD NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) 9A. AMENDMENT OF SOLICITATION NO. Smartronix Three Notch Road, Suite E California MD B. DATED (SEE ITEM 11) [X] 10A. MODIFICATION OF CONTRACT/ORDER NO. - 10B. DATED (SEE ITEM 13) CAGE CODE 03MT8 FACILITY CODE Feb 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) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment 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 solicitation and this amendment, and is received prior to the opening hour and date specified. 12. ACCOUNTING AND APPROPRIATION DATA (If required) 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. IN ITEM 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 (b). [X] C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: FAR (a) [ ] D. OTHER (Specify type of modification and authority) 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 2 15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Melinda K. Armsworthy, Sr. Contracts Specialist MELINDA K STANN, Contracting Officer 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED /s/melinda K. Armsworthy 02-Apr-2009 BY /s/melinda K STANN 02-Apr-2009 (Signature of person authorized to sign) (Signature of Contracting Officer) NSN PREVIOUS EDITION UNUSABLE STANDARD FORM 30 (Rev ) Prescribed by GSA FAR (48 CFR)

2 2 of 2 GENERAL INFORMATION The total amount of funds obligated to the task is hereby increased by $ from $ to $ The purpose of this modification is to exercise Option Period II, provide incremental funding, realign the CLIN structure, and correct the lines of accounting associated to Option I CLINs. The following changes are hereby incorporated: Correct the line of accounting under Option I, SubCLIN by reducing the funding by $ and adding the Cost Code and CIN to the accounting information. (See Section G) Add Option 1, SubCLIN in the amount of $ (See Section G) Correct the line of accounting under Option I, SubCLIN by adding the Cost Code and CIN to the accounting information as follows: (Information is does not appear in Section G) U3N D ACRN AE Cost Code: A CIN: Realign the CLIN structure. Realign the ceiling from CLINs 4102 and 4103 into CLINs 4100 and As a result of the realignment, delete CLINs 4102 and Realign the Realign the ceiling from CLINS 6102 and 6103 into CLINs 6100 and As a result of the realignment, delete CLINs 6102 and Exercise Option II CLINs 4100, and Funding is added in the amount of $450, to CLIN No funding is provided for CLIN 4101 under this modification; the contractor may not incur costs under this CLIN until such time as funding is added. Exercise Option II CLINs 6100, and Funding is added in the amount of $1, to CLIN No funding is provided for CLIN 6101 under this modification; the contractor may not incur costs under this CLIN until such time as funding is added.

3 1 of 42 SECTION B SUPPLIES OR SERVICES AND PRICES CLIN - SUPPLIES OR SERVICES For Cost Type Items: Item Supplies/Services Qty Unit Est. Cost Fixed Fee CPFF Base Period. 0.0 LH $307, $21, $328, Services in Accordance with Statement of Work paragraphs 3.1 & 3.5 (O&MN,N) 1001 Base Period. 0.0 LH $173, $12, $186, Increased Capacity within period of performance increases services to support Statement of Work paragraph 3.2 & 3.3 (O&MN,N) Option 1002 Base Period. 0.0 LH $194, $13, $207, Increased Capacity within period of performance increases services to support Statement of Work paragraphs 3.1 & 3.4 (O&MN,N) Option 1003 Base Period. 0.0 LH $154, $10, $165, Increased Capacity within period of performance increases services to support Statement of Work paragraph 3.5 (O&MN,N) Option 1004 Base Period Lot $0.00 $0.00 $0.00 Lot Technical Data in support of Program/Project Administration in accordance with Statement of Work. Contract

4 2 of 42 Data requirements List DD Form 1423 (CDRLs) Exhibit A. Not separately priced. (OTHER) 1005 Base Period LH $85, $5, $91, Services to support SOW paragraphs 3.1 and 3.5, within period of performance through 12/31/08. (O&MN,N) Funding for 1005 (O&MN,N) 1100 Option Period I. 0.0 LH $143, $10, $154, Services in accordance with Statement of Work. (O&MN,N) Funding for 1100 (O&MN,N) Funding for 1100 (O&MN,N) 1101 Option Period I. 0.0 LH $176, $12, $189, Increased Capacity within period of performance increases services to support Statement of Work. (O&MN,N) 1104 Option I Lot $0.00 $0.00 $0.00 Lot Technical Data in support of Program/Project Administration in accordance with Statement of Work. Contract Data requirements List DD Form 1423 (CDRLs) Exhibit A. Not separately priced. (O&MN,N) For ODC Items: Item Supplies/Services Qty Unit Est. Cost

5 3 of Base Period. 1.0 Lot $7, Other Direct Costs required to perform effort in support of the Program/Project Administration in accordance with Statement of Work. Paragraph 3.1 & 3.4 under CLIN 1000 (O&MN,N) 3001 Base Period. 1.0 Lot $4, Other Direct Costs required to perform effort in support of the Program/Project Administration in accordance with Statement of Work. Paragraph 3.2 & 3.3 under CLIN 1001 (O&MN,N) 3002 Base Period. 1.0 Lot $10, Other Direct Costs required to perform effort in support of the Program/Project Administration in accordance with Statement of Work. Paragraph 3.1 & 3.4 under CLIN 1002 (O&MN,N) Option 3003 Base Period. 1.0 Lot $ Other Direct Costs required to perform effort in support of the Program/Project Administration in accordance with Statement of Work. Paragraph 3.5 under CLIN 1003 (O&MN,N) Option 3100 Option Period I. 1.0 Lot $2, Other Direct Costs required to perform effort in support of the Program/Project Administration in

6 4 of 42 accordance with Statement of Work. (O&MN,N) Funding for 3100 (O&MN,N) 3101 Option Period I. 1.0 Lot $6, Other Direct Costs required to perform effort in support of the Program/Project Administration in accordance with Statement of Work. (O&MN,N) For Cost Type Items: Item Supplies/Services Qty Unit Est. Cost Fixed Fee CPFF Option Period II. 0.0 LH $684, $47, $732, Services in accordance Statement of Work. (O&MN,N) Funding for 4100 (O&MN,N) Funding for 4100 (O&MN,N) 4101 Option Period II. 0.0 LH $193, $13, $206, Increased Capacity within period of performance increases services to support Statement of Work (O&MN,N) 4104 Option Period II. 1.0 Lot $0.00 $0.00 $ Lot Technical Data in support of Program/Project Administration in accordance with Statement of Work. Contract Data requirements List DD Form 1423 (CDRLs) Exhibit A. Not separately priced. (OTHER) Option

7 5 of Option Period 0.0 LH $343, $24, $367, III. Increased Capacity within period of performance increases services to support Statement of Work paragraphs 3.1 & 3.4 (O&MN,N) Option 4201 Option Period 0.0 LH $236, $16, $253, III. Increased Capacity within period of performance increases services to support Statement of Work paragraphs 3.2 & 3.3 (O&MN,N) Option 4202 Option Period 0.0 LH $621, $43, $664, III. Increased Capacity within period of performance increases services to support Statement of Work paragraphs 3.1 & 3.4 (O&MN,N) Option 4203 Option Period 0.0 LH $39, $2, $41, III. Increased Capacity within period of performance increases services to support Statement of Work paragraph 3.5 (O&MN,N) Option 4204 Option Period 1.0 Lot $0.00 $0.00 $0.00 III. 1.0 Lot Technical Data in support of Program/Project Administration in accordance with Statement of Work. Contract Data requirements

8 6 of 42 List DD Form 1423 (CDRLs) Exhibit A. Not separately priced. (OTHER) Option For ODC Items: Item Supplies/Services Qty Unit Est. Cost Option Period II. 1.0 Lot $19, Other Direct Costs required to perform effort in support of the Program/Project Administration in accordance with Statement of Work. (O&MN,N) Funding for 6100 (O&MN,N) 6101 Option Period II. 1.0 Lot $3, Other Direct Costs required to perform effort in support of the Program/Project Administration in accordance with Statement of Work. (O&MN,N) 6200 Option Period 1.0 Lot $8, III. Other Direct Costs required to perform effort in support of the Program/Project Administration in accordance with Statement of Work. Paragraph 3.1 & 3.4 under CLIN 4200 (O&MN,N) Option 6201 Option Period 1.0 Lot $4, III. Other Direct Costs required to perform effort in support of the Program/Project Administration in accordance with Statement of Work. Paragraph 3.2 & 3.3 under CLIN 4201

9 7 of 42 (O&MN,N) Option 6202 Option Period 1.0 Lot $18, III. Other Direct Costs required to perform effort in support of the Program/Project Administration in accordance with Statement of Work. Paragraph 3.1 & 3.4 under CLIN 4202 (O&MN,N) Option 6203 Option Period 1.0 Lot $ III. Other Direct Costs required to perform effort in support of the Program/Project Administration in accordance with Statement of Work. Paragraph 3.5 under CLIN 4203 (O&MN,N) Option The maximum ceiling amount for this task order is outlined as follows: Period of Performance Maximum Cost Plus Fixed Fee Maximum ODC's Maximum Option Ceiling Base Year 01 Feb 08 to 31 Dec 08 $979, $22, $1,002, Option I 01 Jan 09 to 04 Apr 09 $343, $8, $351, Option II 05 Apr 09 to 31 Dec 09 $939, $22, $962, Option III 01 Jan 10 to 31 Dec 10 $1,327, $31, $1,359, Totals $3,590, $84, $3,675,597.00

10 8 of 42 SECTION C DESCRIPTIONS AND SPECIFICATIONS STATEMENT OF WORK FOR NAVAIR Analysis & Planning Office (NAPO) Strategic Planning, Research, Alignment, and Conference Support 1.0 INTRODUCTION: Naval Air Systems Command (NAVAIR), in combination with the Program Executive Offices and Industry partners, are responsible for the development, acquisition, management and maintenance of the Navy s aircraft and weapons systems. In support of this mission, NAVAIR s Analysis and Planning Office (NAPO) performs a myriad of responsibilities associated with current and future Command operations. NAVAIR NAPO provides centralized resources for research and analysis in support of NAVAIR executive leadership, Command resource sponsors, and Fleet representatives. The NAPO leads the Command's efforts to deal with significant elements of transformation in business practice. Its role is to integrate Command and extended Navy Enterprise wide issues / initiatives to support the enterprise s interests / outcomes. The NAPO coordinates / prioritizes the strategic business analysis, planning, communications, and special project needs of the executive leadership team. The office supports informed decision-making that maximizes return on resources, enhances Naval Aviation readiness by providing underlying business and decision support analyses. The NAPO senior staff works across the Navy Enterprise to coalesce subject-matter experts to perform extended or quick-turnaround analyses on high-priority issues, including engaging directly with CNAF, PEOs / PMAS, OPNAV, and other SYSCOMs to resolve issues and elevate appropriate concerns to the Command executive leadership team. This NAPO works to ensure that critical activities are netted together to produce best outcomes for Navy interests. 2.0 SCOPE This Statement of Work (SOW) defines the effort required for NAPO day-to-day operations. It includes the associated program management and logistic support planning requirements. The effort to be performed shall be staffed with personnel having intimate knowledge of and experience in managing many deliverables under tight timelines and supporting multi-criterion decision analysis. Personnel responsible for this effort shall be required to prioritize and execute responsibilities effectively in order to work within this fast-paced, pressure-filled environment. The contractor shall provide qualified resources to effectively execute the support services detailed in paragraph 3.0 below. 3.0 REQUIREMENTS 3.1 The contractor shall function as the liaison between executive leadership and NAPO staff, providing support with

11 9 of 42 day-to-day operations. As such, the contractor shall provide support for program operations to include: Identify and develop tiger teams consisting of government, contractors, and industry experts assembled for the purpose of researching and providing unbiased solutions for emerging requirements. Research, development, and recommend operational decisions, policies, and actions necessary to support future NAVAIR and NAE requirements. Perform overall project management and oversight of program resources to include cost, personnel, and materials. Services provided consist of; milestone tracking, logistics, budgeting, reporting, and development of deliverables. Monitor and maintain executive calendars to include scheduling and conflict resolution of calendar conflicts. Perform data input and maintenance of the Senior Executive Services (SES) Data Management Tool. Process, maintain, and reconcile travel orders/claims Coordinate and reconcile NAPO budget line items with AIR-00 Business Financial Manager. Maintain security documentation to include Non-Disclosure Agreements (NDA) and data entry of visit requests into the BASICS II system. Sustain correspondence with Congressional Liaison Office. Sustain correspondence with the Senior Executive Service Program Coordinator. Coordinate and schedule meetings, conferences and video teleconferencing for the Provider Enabler Working Group. Document and prepare meeting minutes and reports for the official files. 3.2 The contractor shall provide support to NAPO staff and shall support the implementation of policies, controls, and operating procedures to maximize effective operations. 3.3 The contractor shall serve as a Point of Contact within NAPO for NAVAIR-related matters and shall serve as liaison among senior executives throughout the Command. The contractor shall keep higher-level officials apprised of task status and elevate problems that require resolution. 3.4 The contractor shall track status of action items, briefings, standards, and similar documents as required. The contractor shall: Develop briefs for the NAVAIR Analysis and Planning office Work closely with Government customer to graphically communicate statistical, graphical, and technical information effectively by using programs such as PowerPoint, Photoshop, Microsoft Word, Excel, and Adobe Acrobat. Maintain and develop efficient version control and graphical standards for briefs, reports, documents etc. Retain basic knowledge of NAVAIR Analysis and Planning subject matter to provide further quality control and accurate information input Attend meetings with the Deputy Commander, the Director of Enterprise Analysis and Planning and the Analysis and Planning team to discuss revisions, new materials, and supplemental information prior to a final presentation. Directly support the Director of Enterprise Analysis and Planning, by maintaining server structure, preparing meeting materials, in addition to miscellaneous tasks for exemplary product development and delivery. Act as liaison between the developers and the Director of NAPO to communicate requirements for the SES Management tool, as well as, provide input for the tool by using design skills, typography expertise, and basic knowledge of interactive courseware and web site design

12 10 of The contractor shall support requirements definition, development, and integration efforts of the NAVAIR Senior Executive Services (SES) Personnel Management Tool (SESPMT). The contractor shall: Conduct a Kick-off meeting with NAPO representatives and Information Technology/Information Management (IT/IM) personnel to coordinate a collaborative effort ensuring seamless integration into the MyNAVAIR Portal. Coordinate and conduct monthly reviews with IT/IM 7.2.2, the NAPO. Act as the liaison between the NAPO Office and IT/IM for all requirements/correspondence concerning the SESPMT. Obtain, review, enhance and submit for approval current SESPMT Software Requirements Specification. Obtain latest MyNAVAIR and gadget Style Guides from IT/IM Ensure the SESPMT is developed in accordance with NMCI, FAM requirements. Ensure the SESPMT meets Section 508 compliance of the Rehabilitation/Disabilities Act. Identify Standardized and Ad-hoc reporting requirements. Ensure that data is exportable to Microsoft Office Suite standard products, i.e. MS Word, MS Excel, and MS PowerPoint. Identify, coordinate, and integrate security and permission rules as determined by the NAPO. Develop Design Requirements Documentation for SESPMT System. Identify future enhancements, develop POA&M and Cost Estimate if Applicable. Identify additional cost burdens to the NAPO for Application Hosting, Server Maintenance, and Connectivity Requirements. Develop, Test, and Deploy SESPMT System. Develop Test Plan Coordinate Acceptance Testing of SESPMT System Coordinate with IT/IM to move SESPMT from test to production servers. Support production testing of SESPMT System. Develop Users Guide for SESPMT System. 4.0 DELIVERABLES 4.1 Funds Expenditure Report. A monthly contract funds status report shall be prepared and delivered electronically to the Technical Point of Contact (TPOC) and the Contracting Officer s Representative (COR). The monthly contract funds status report shall include Labor/Other Direct Cost (ODC) matrix detailing reporting period, employee(s) name, billable hours and cost, cumulative hours and cost in accordance with CDRL Item A Progress Reports. The contractor shall deliver a Progress/Status Report detailing status of efforts, progress since the prior period, milestones reached, and any issues requiring Government action. Progress/Status Report shall be in accordance with CDRL Item A Trip Report. Trip reports shall be prepared and submitted with corresponding Monthly Progress Report in accordance with CDRL Item A003 as required. 4.4 SESPMT Requirements Analysis Documentation in accordance with CDRL A SESPMT Test Plan Documentation in accordance with CDRL A SESPMT User Guide Documentation in accordance with CDRL A006.

13 11 of System Authorization Access Request (SAAR) Reports. The contractor shall track (via Microsoft Excel spreadsheet) SAAR completion and personnel compliance with annual Information Assurance (IA) training requirement, monitor expiration of required investigations and initiate re-investigations of its personnel as needed. The contractor shall provide Microsoft Excel spreadsheet reports, in accordance with CDRLs A007 and A008, to the COR and NAVAIR Security (AIR-7.4) to show that requirements are met and that requirements are verified/validated on an annual basis. 5.0 PLACE OF PERFORMANCE. The services identified within this contract shall be performed at NAVAIR Headquarters, Patuxent River, MD and Contractors site. 6.0 PERIOD OF PERFORMANCE. The performance of this contract shall be conducted under a base period with two options. Base: Date of Award through 31 December 2008 Option I: 01 January 2009 through 04 April 2009 Option II: 05 April 2009 through 31 December 2009 Option III: 01 January 2010 through 31 December TRAVEL: Travel to the Washington Liaison Office may be required. Travel is authorized in performance of tasks under this SOW. 8.0 SECURITY 8.1 All contractor personnel under this contract shall have a security clearance level at or below the SECRET. Personal clearance levels must be obtained for the appropriate program being supported. 8.2 Site Access Requirements: The contractor shall comply with specific site access requirements. PERFORMANCE OBJECTIVES Performance Objective PRS #1 (SOW 2.0) Appropriate resources are applied and activities progress according to Performance Threshold (Satisfactory Performance) 1) The contractor provides excellent staffing stability and demonstrates excellent resource planning through the allocation of the proper mix of resources to meet or exceed all contract requirements. Method of Surveillance 1-2) Random sampling by TPOC Positive/Negative Incentive Positive - Positive Past Performance marks will be reflected in CPARS and lead to exercise of option.

14 12 of 42 requirements. PRS #2 (SOW 2.0) Presentation documents and internal supporting exhibits are accurate and complete PRS #3 (SOW 3.2) Timely and detailed technical reporting 2) The contractor continuously demonstrates a smooth integration of workflow within the program. 1) The contractor provides final accurate and complete presentation/briefings, documents/materials, spreadsheet exhibits, naval messages/policy letters with no errors and requires no Government re-work. 1) Detailed reports (CDRL A001) are delivered on time and meet all content requirements 100% of the time. 1) Random sampling by TPOC 1) 100% Inspection by TPOC Negative - Negative Past Performance marks will be reflected in CPARS and may lead to the option not being exercised. Positive - Positive Past Performance marks will be reflected in CPARS and lead to exercise of option. Negative - Negative Past Performance marks will be reflected in CPARS and may lead to the option not being exercised. Positive - Positive Past Performance marks will be reflected in CPARS and lead to exercise of option. Negative - Negative Past Performance marks will be reflected in CPARS and may lead to the option not being exercised INFORMATION ASSURANCE AND PERSONNEL SECURITY REQUIREMENTS FOR ACCESSING GOVERNMENT INFORMATION TECHNOLOGY SYSTEMS (OCT 2007) (a) Contractor personnel assigned to perform work under this contract may require access to Government IT Systems. Contractor personnel requiring access to Government IT Systems shall comply with AIR-7.2/7.4 Policy Memo 5510, Information Technology (IT) Positions dtd 17 May 2007 or latest version thereof, available at IT POSITIONS.pdf as amended IT Policy Amendment 6 June 07 or through the Procuring Contracting Officer (PCO). Prior to accessing any Government IT System, contractor personnel shall submit a completed Systems Authorization Access Request (SAAR-N), DD Form 2875, Annual Information Assurance (IA) training certificate, and initiate the requisite background investigation (or provide proof of a current background investigation) to the Contracting Officer s Representative (COR). For purposes of this clause, reference to the COR shall mean the PCO for contracts

15 13 of 42 that do not have a designated COR. In order to maintain access to required systems, the contractor shall ensure completion of annual IA training, monitor expiration of requisite background investigations, and initiate reinvestigations as required. (b) Contractor personnel shall complete, sign and date Part I of the SAAR-N (available at OPNAV 5239/ June 2006.pdf and coordinate with the COR to designate in Part III, block 28c, the appropriate IT level designation (IT-1, IT- 2, or IT-3). The completed SAAR-N and proof of a current background investigation is to be provided to the COR. The COR will review the SAAR-N submitted by the contractor, and if the COR concurs that the contractor requires the IT access designated, the COR will complete and sign Part II. When a background investigation is required, contractor personnel shall coordinate with Command Personnel Security, AIR-7.4, and follow the procedures as described at the NAVAIR website IT Positions Process for Contractors.doc. (c) The contractor shall provide separate Information Technology Personnel Security Reports to the COR and to NAVAIR Security in accordance with CDRL A001. The report submitted to the COR shall not contain Social Security information that is required in the report submitted to NAVAIR Security. Both reports shall show that all contractor personnel meet the requirements for obtaining access to Government IT Systems, and that all requirements are verified and validated thereafter on an annual basis. All prime, subcontractor, consultants, and temporary employees shall be included in the reports. Revised reports shall be submitted when gains and/or losses of employees occur to ensure that all employees comply with these requirements prior to accessing Government IT Systems.

16 14 of 42 SECTION D PACKAGING AND MARKING All Deliverables shall be packaged and marked IAW Best Commercial Practice.

17 15 of 42 SECTION E INSPECTION AND ACCEPTANCE INSPECTION AND ACCEPTANCE (NAVAIR) (OCT 2005) (a) Inspection and acceptance of the supplies or services to be furnished hereunder shall be performed by Contracting Officer s Representative. (b) Acceptance of all Contract Line Items/Subcontract Line Items (CLINs/SLINs) shall be made by signature of the accepting authority on a DD 250 submitted through the WAWF system. Acceptance will only occur when the accepting authority is sure that inspections performed demonstrate compliance with contract requirements INSPECTION AND ACCEPTANCE OF TECHNICAL DATA AND INFORMATION (NAVAIR) (FEB 1995) Inspection and acceptance of technical data and information will be performed by the Procuring Contracting Officer (PCO) or his duly authorized representative. Inspection of technical data and information will be performed by ensuring successful completion of the requirements set forth in the DD Form 1423, Contract Data Requirements List (CDRL) and incorporation/resolution of Government review comments on the data items. Acceptance will be evidenced by execution of an unconditional DD Form 250, Material Inspection and Receiving Report, as appropriate, and/or upon receipt of a second endorsement acceptance by the PCO on the attachment to this contract entitled Not Applicable (N/A). The attached form will not be used for high cost data such as drawings, specifications, and technical manuals CONSTRUCTIVE ACCEPTANCE PERIOD (NAVAIR) (MAR 1999) For the purpose of FAR Clause , Prompt Payment, paragraph (a)(5)(i), Government acceptance shall be deemed to have occurred constructively on the 1st working day after the contractor delivered the supplies or performed the services.

18 16 of 42 SECTION F DELIVERABLES OR PERFORMANCE CLIN - DELIVERIES OR PERFORMANCE The periods of performance for the following firm items are from date of task order award through 12 months thereafter, estimated at: /1/ /31/ /29/ /31/ /16/ /31/ /1/2009-4/4/ /1/2009-4/4/ /1/2009-4/4/ /1/ /31/ /29/ /31/ /1/2009-4/4/ /1/2009-4/4/ /5/ /31/ /5/ /31/ /5/ /31/ /5/ /31/2009 The period of performance for the following option items are from date of option exercise through 12 months thereafter, estimated at: /29/ /31/ /29/ /31/ /29/ /31/ /29/ /31/ /29/ /31/ /5/ /31/ /1/ /31/ /1/ /31/ /1/ /31/ /1/ /31/ /1/ /31/ /1/ /31/ /1/ /31/ /1/ /31/ /1/ /31/2010

19 17 of 42 Services to be performed hereunder will be provided at: NAVAL AIR SYSTEMS COMMAND MCLEOD ROAD UNIT 8, BLDG 447, SUITE 100B PATUXENT RIVER MD TECHNICAL DATA AND INFORMATION (NAVAIR) (FEB 1995) Technical Data and Information shall be delivered in accordance with the requirements of the Contract Data Requirements List, DD Form 1423, Exhibit A attached hereto, and the following: (a) The contractor shall concurrently deliver technical data and information per DD Form 1423, Blocks 12 and 13 (date of first/subsequent submission) to all activities listed in Block 14 of the DD Form 1423 (distribution and addresses) for each item. Complete addresses for the abbreviations in Block 14 are shown in paragraph (g) below. Additionally, the technical data shall be delivered to the following cognizant codes, who are listed in Block 6 of the DD Form (1) PCO, Code (2) ACO, Code N/A (b) Partial delivery of data is not acceptable unless specifically authorized on the DD Form 1423, or unless approved in writing by the PCO. (c) The Government review period provided on the DD Form 1423 for each item commences upon receipt of all required data by the technical activity designated in Block 6. (d) A copy of all other correspondence addressed to the Contracting Officer relating to data item requirements (i.e., status of delivery) shall also be provided to the codes reflected above and the technical activity responsible for the data item per Block 6, if not one of the activities listed above. (e) The PCO reserves the right to issue unilateral modifications to change the destination codes and addresses for all technical data and information at no additional cost to the Government. (f) Unless otherwise specified in writing, rejected data items shall be resubmitted within thirty (30) days after receipt of notice of rejection. (g) DD Form 1423, Block 14 Mailing Addresses : TBD

20 18 of 42 SECTION G CONTRACT ADMINISTRATION DATA Task Order Manager Becky A Bowie, Liljencrantz Road Patuxent River, MD becky.bowie@navy.mil BILLING INSTRUCTIONS (OCT 2005) When submitting a request for payment, the Contractor shall-- (a) Identify the contract line item(s) on the payment request that reasonably reflect contract work performance; and (b) Separately identify a payment amount for each contract line item included in the payment request ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (MAR 2007) (a) Definitions. As used in this clause-- (1) Contract financing payment and invoice payment have the meanings given in section of the Federal Acquisition Regulation. (2) Electronic form means any automated system that transmits information electronically from the initiating system to all affected systems. Facsimile, , and scanned documents are not acceptable electronic forms for submission of payment requests. However, scanned documents are acceptable when they are part of a submission of a payment request made using one of the electronic forms provided for in paragraph (b) of this clause. (3) Payment request means any request for contract financing payment or invoice payment submitted by the Contractor under this contract. (b) Except as provided in paragraph (c) of this clause, the Contractor shall submit payment requests using one of the following electronic forms: (1) Wide Area WorkFlow-Receipt and Acceptance (WAWF-RA). Information regarding WAWF-RA is available on the Internet a (2) Web Invoicing System (WInS). Information regarding WInS is available on the Internet at (3) American National Standards Institute (ANSI) X.12 electronic data interchange (EDI) formats. (i) Information regarding EDI formats is available on the Internet at (ii) EDI implementation guides are available on the Internet at (4) Another electronic form authorized by the Contracting Officer.

21 19 of 42 (c) The Contractor may submit a payment request in non-electronic form only when (1) DoD is unable to receive a payment request in electronic form; or (2) The Contracting Officer administering the contract for payment has determined, in writing, that electronic submission would be unduly burdensome to the Contractor. In such cases, the Contractor shall include a copy of the Contracting Officer s determination with each request for payment. (d) The Contractor shall submit any non-electronic payment requests using the method or methods specified in Section G of the contract. (e) In addition to the requirements of this clause, the Contractor shall meet the requirements of the appropriate payment clauses in this contract when submitting payments requests DESIGNATION OF CONTRACTING OFFICER S REPRESENTATIVE (COR)(NAVAIR) (OCT 1994) (a) The Contracting Officer has designated Ms. Becky Bowie as the authorized Contracting Officer s Representative (COR) for this contract. (b) The duties of the COR are limited to the following: [TBD] PAYMENT OF FIXED FEE (NAVAIR) (OCT 2005) (a) The fixed fee, as specified in Section B of this contract, subject to any adjustment required by other provisions of this contract, will be paid in installments. The fixed fee will be paid not more frequently than TBD based on the allowable cost. The amount of each such installment shall be in the same ratio to the total fixed fee as the TBD. Payment shall be made in accordance with FAR Clauses , Allowable Cost and Payment, and , Fixed Fee. (b) In the event of termination of the work in accordance with the FAR Clause , Limitation of Funds, the fixed fee shall be redetermined by mutual agreement equitably to reflect the reduction of the work performed. The amount by which such fixed fee is less than or exceeds payments previously made on account of fee, shall be paid to (or repaid by) the contractor. (c) The balance of the fixed fee shall be payable in accordance with other clauses of this contract. (d) For indefinite delivery type contracts the terms of this clause apply to each delivery/task order there under NOTICE OF REQUIREMENTS FOR PROMPT PAYMENT (NAVAIR) (MAR 2006) The Government anticipates that this contract will be distributed to Defense Finance and Accounting Service (DFAS) by the DOD Electronic Document Access (EDA) system. DFAS is responsible for payment of contractor invoices. (a) In accordance with FAR Clause "Payment By Electronic Funds Transfer--Central Contractor Registration", the contractor is responsible for providing updated information to the Central Contractor Register (CCR) database. Additionally,the contractor is responsible for maintaining its active status in the CCR database. (b) If the DUNS, CAGE code, TIN or address set forth in the contract do not match the information in the CCR, then DFAS will return invoices without payment. Therefore, it is imperative that the contractor ensure the DUNS, CAGE code, TIN and contractor address on the contract are accurate and in compliance with the CCR database. Additionally, any changes/updates made to the CCR database should be communicated to the

22 20 of 42 Contracting Officer for the purpose of modifying the contract to reflect the new data INVOICING AND PAYMENT (WAWF) INSTRUCTIONS (NOV 2006) (a) Invoices for goods received or services rendered under this contract shall be submitted electronically through Wide Area Work Flow -- Receipt and Acceptance (WAWF): (1) The vendor shall have their cage code activated by calling Once activated, the vendor shall self-register at the web site Vendor training is available on the Internet at Additional support can be obtained by calling the NAVY WAWF Assistance Line: WAWF (9293). (2) WAWF Vendor Quick Reference Guides are located at the following web site: (3) Select the invoice type within WAWF as specified below. Back up documentation (such as timesheets, etc.) can be included and attached to the invoice in WAWF. Attachments created in any Microsoft Office product are attachable to the invoice in WAWF. Total limit for the size of files per invoice is 5 megabytes. (b) The following information, regarding invoice routing DODAAC s, must be entered for completion of the invoice in WAWF: WAWF Invoice Type: Issuing Office DODAAC Admin Office DODAAC: Inspector DODAAC (usually only used when Inspector & Acceptor are different people): Ship To DODAAC (for Combo), Service Acceptor DODAAC (for 2 in 1), Service Approver DODAAC (Cost Voucher) Local Processing Office (applicable if DFAS DoDAAC begins with an N ): DCAA Office DODAAC (Used on Cost Voucher s only): Paying Office DODAAC: -- Select 2-in-1 for FFP Services Only. N00421 N00421 N00019 N00019 N/A N/A HQ0338 (c) Contractors approved by DCAA for direct billing will not process vouchers through DCAA, but may submit directly to DFAS. Final voucher submission will be approved by the ACO. (d) For each invoice / cost voucher submitted for payment, the contractor shall also the WAWF automated invoice notice directly to the following points of contact: Name Phone Role Becky Bowie becky.bowie@navy.mil TOM SEA ALLOTMENT OF FUNDS (MAY 1993) (a) This contract is incrementally funded with respect to both cost and fee. The amount(s) presently available and allotted to this contract for payment of fee for incrementally funded contract line item number/contract subline item number (CLIN/SLIN), subject to the clause entitled "FIXED FEE" (FAR

23 21 of 42 8) or "INCENTIVE FEE" (FAR ), as appropriate, is specified below. The amount(s) presently available and allotted to this contract for payment of cost for incrementally funded CLINs/SLINs is set forth below. As provided in the clause of this contract entitled "LIMITATION OF FUNDS" (FAR ), the CLINs/SLINs covered thereby, and the period of performance for which it is estimated the allotted amount(s) will cover are as follows: ITEM(S)...ALLOTTED TO COST..ALLOTTED TO FEE...ESTIMATED POP CLIN $307, $21, /28/ /31/2008 CLIN $85, $5, /16/ /31/2008 CLIN ALLOTTED TO ODC'S...$7, /28/ /31/2008 CLIN $143, $10, /1/2009 4/4/2009 CLIN ALLOTED TO ODC'S...$2, /1/2009-4/4/2009 CLIN $421, $29, /5/ /31/2009 CLIN ALLOTED TO ODC'S...$1, /5/ /31/2009 (To be provided at the task order level) (b) The parties contemplate that the Government will allot additional amounts to this contract from time to time for the incrementally funded CLINs/SLINs by unilateral contract modification, and any such modification shall state separately the amount(s) allotted for cost, the amount(s) allotted for fee, the CLINs/SLINs covered thereby, and the period of performance which the amount(s) are expected to cover. (c) CLINs/SLINs 1000/1005/3000 are fully funded and performance under these CLINs/SLINs is subject to the clause of this contract entitled "LIMITATION OF COST" (FAR ) or "LIMITATION OF COST (FACILITIES)" (FAR ), as applicable. (d) The Contractor shall segregate costs for the performance of incrementally funded CLINs/SLINs from the costs of performance of fully funded CLINs/SLINs. FUNDING PROFILE Base: Max Cost Base Year - $1,002, Funds this Action - $0.00 ($0.00 Labor; $0.00 ODC) Estimated Labor Hrs Funded this Action: 0 Previously Funded - $427, Estimated Labor Hrs Funded to Date: 5553 Balance Unfunded - $574, Option Period 1: Max Cost Option Period 1 - $351, Funds this Action (03) - $155, ($143, Labor; $10, Fee, $1, ODC) Estimated Labor Hrs Funded this Action: 2,104

24 22 of 42 Previously Funded - $0 Estimated Labor Hrs Funded to Date: 2,104 Balance Unfunded - $ Option Period 2: Max Cost Option Period 2 - $962, Funds this Action - (05) - $451, ($421, Labor, $29, Fee, $1, ODC) Estimated Labor Hrs Funded this Action: 5,943 Previously Funded - $0.00 Estimated Labor Hrs Funded to Date: 5,943 Balance Unfunded - $510, Option Year 3: Max Cost Option Period 3 - $1,359, Funds this Action - $0.00 Estimated Labor Hrs Funded this Action: 0 Previously Funded - $0.00 Estimated Labor Hrs Funded to Date: 0 Balance Unfunded - $1,359, Total Funds Available on Contract (Base Year & Option Years 1, 2, 3) - $3,675, SEA LEVEL OF EFFORT (DEC 2000) (a) The Contractor agrees to provide the total level of effort specified in the next sentence in performance of the work described in Sections B and C of this contract. The total level of effort for the performance of this contract shall be 47,436 total man-hours of direct labor, including subcontractor direct labor for those subcontractors specifically identified in the Contractor's proposal as having hours included in the proposed level of effort. (b) Of the total man-hours of direct labor set forth above, it is estimated that 0 man-hours are uncompensated effort. Uncompensated effort is defined as hours provided by personnel in excess of 40 hours per week without additional compensation for such excess work. All other effort is defined as compensated effort. If no effort is indicated in the first sentence of this paragraph, uncompensated effort performed by the Contractor shall not be counted in fulfillment of the level of effort obligations under this contract.

25 23 of 42 (c) Effort performed in fulfilling the total level of effort obligations specified above shall only include effort performed in direct support of this contract and shall not include time and effort expended on such things as (local travel to and from an employee's usual work location), uncompensated effort while on travel status, truncated lunch periods, work (actual or inferred) at an employee's residence or other non-work locations (except as provided in paragraph (j) below), or other time and effort which does not have a specific and direct contribution to the tasks described in Sections B and C. (d) The level of effort for this contract shall be expended at an average rate of approximately 1,447 hours per week. It is understood and agreed that the rate of man-hours per month may fluctuate in pursuit of the technical objective, provided such fluctuation does not result in the use of the total man-hours of effort prior to the expiration of the term hereof, except as provided in the following paragraph. (e) If, during the term hereof, the Contractor finds it necessary to accelerate the expenditure of direct labor to such an extent that the total man hours of effort specified above would be used prior to the expiration of the term, the Contractor shall notify the Contracting Officer in writing setting forth the acceleration required, the probable benefits which would result, and an offer to undertake the acceleration at no increase in the estimated cost or fee together with an offer, setting forth a proposed level of effort, cost breakdown, and proposed fee, for continuation of the work until expiration of the term hereof. The offer shall provide that the work proposed will be subject to the terms and conditions of this contract and any additions or changes required by then current law, regulations, or directives, and that the offer, with a written notice of acceptance by the Contracting Officer, shall constitute a binding contract. The Contractor shall not accelerate any effort until receipt of such written approval by the Contracting Officer. Any agreement to accelerate will be formalized by contract modification. (f) The Contracting Officer may, by written order, direct the Contractor to accelerate the expenditure of direct labor such that the total man hours of effort specified in paragraph (a) above would be used prior to the expiration of the term. This order shall specify the acceleration required and the resulting revised term. The Contractor shall acknowledge this order within five days of receipt. (g) If the total level of effort specified in paragraph (a) above is not provided by the Contractor during the period of this contract, the Contracting Officer, at its sole discretion, shall either (i) reduce the fee of this contract as follows: Fee Reduction = Fee (Required LOE minus Expended LOE divided by Required LOE) or (ii) subject to the provisions of the clause of this contract entitled "LIMITATION OF COST" (FAR ) or "LIMITATION OF COST (FACILITIES)" (FAR ), as applicable, require the Contractor to continue to perform the work until the total number of man hours of direct labor specified in paragraph (a) above shall have been expended, at no increase in the fee of this contract. (h) The Contractor shall provide and maintain an accounting system, acceptable to the Administrative Contracting Officer and the Defense Contract Audit Agency (DCAA), which collects costs incurred and effort (compensated and uncompensated, if any) provided in fulfillment of the level of effort obligations of this contract. The Contractor shall indicate on each invoice the total level of effort claimed during the period covered by the invoice, separately identifying compensated effort and uncompensated effort, if any. (i) Within 45 days after completion of the work under each separately identified period of performance hereunder, the Contractor shall submit the following information in writing to the Contracting Officer with copies to the cognizant Contract Administration Office and to the DCAA office to which vouchers are submitted: (1) the total number of man hours of direct labor expended during the applicable period; (2) a breakdown of this total showing the number of man hours expended in each direct labor classification and associated direct and indirect costs; (3) a breakdown of other costs incurred; and (4) the Contractor's estimate of the total allowable cost incurred under the contract for the period. Within 45 days after completion of the work under the contract, the Contractor shall submit, in addition, in the case of a cost underrun; (5) the amount by which the estimated cost of this contract may be reduced to recover excess funds and, in the case of an underrun in hours specified as the total level of effort; and (6) a calculation of the

26 24 of 42 appropriate fee reduction in accordance with this clause. All submissions shall include subcontractor information. (j) Deleted per Amendment 0001 (k) Notwithstanding any of the provisions in the above paragraphs, the Contractor may furnish man hours up to five percent in excess of the total man hours specified in paragraph (a) above, provided that the additional effort is furnished within the term hereof, and provided further that no increase in the estimated cost or fee is required. Accounting Data SLINID PR Number Amount LLA : AA U3N D Cost Code: HQ018PR02830 CIN: LLA : AB U3N D Cost Code: HQ018PR02830 CIN: MOD LLA : AC U3N D Cost Code: HQ018PR02830 CIN: MOD LLA : AD U3N D LLA : AE U3N D MOD ( ) LLA : AD U3N D Cost Code: A CIN: LLA : AE U3N D Cost Code: A CIN: LLA : AF U3N D Cost Code: A