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 EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (If applicable) 17-Sep N/A 6. ISSUED BY CODE N ADMINISTERED BY (If other than Item 6) CODE S2404A Office of Naval Research 875 N. Randolph St Arlington VA tracie.simmons@navy.mil DCMA Manassas BATTLEVIEW PARKWAY, SUITE 200 MANASSAS VA NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) 9A. AMENDMENT OF SOLICITATION NO. Computer Systems Center Inc Brandon Avenue, Suite 520 Springfield VA B. DATED (SEE ITEM 11) CAGE CODE [X] 10A. MODIFICATION OF CONTRACT/ORDER NO. - 10B. DATED (SEE ITEM 13) 0CY30 FACILITY CODE 17-Sep 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) 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. 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). [ ] C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: [X] D. OTHER (Specify type of modification and authority) Unilaterial Modification IAW FAR (b) and FAR Option to Extend Term of Contract E. IMPORTANT: Contractor [ X ] is not, [ ] is required to sign this document and return 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) Tracie L Simmons, Contracting Officer 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /s/tracie L Simmons 19-Aug-2014 (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 purpose of this modification is to exercise Option for Period 3 (CLINs 7000 and 9000)and to provide an increment of funding in the amount of $230,000 to CLIN 7000 and an increment of funding in the amount of $5,000 to CLIN Accordingly, said Task Order is modified as follows: A conformed copy of this Task Order is attached to this modification for informational purposes only. The Line of Accounting information is hereby changed as follows: The total amount of funds obligated to the task is hereby increased from $1,435, by $235, to $1,670, CLIN/SLIN Type Of Fund From ($) By ($) To ($) RDT&E , , RDT&E , , RDT&E , , The total value of the order is hereby increased from $2,435,8.00 by $1,229, to $3,664, CLIN/SLIN From ($) By ($) To ($) ,209, ,209, , , The Period of Performance of the following line items is hereby changed as follows: CLIN/SLIN From To

3 1 of 24 SECTION B SUPPLIES OR SERVICES AND PRICES CLIN - SUPPLIES OR SERVICES For Cost Type Items: Item PSC Supplies/Services Qty Unit Est. Cost Fixed Fee CPFF 4000 R4 Period 1 The contractor shall provide technical and programmatic support to ONR-31 PSC: R4 (RDT&E) HR $1,119, $78, $1,197, R4 Funding for CLIN 4000 (RDT&E) R4 Funding for CLIN 4000 (RDT&E) R4 Funding for CLIN 4000 (RDT&E) 4100 R4 EXERCISED - Option for Period2 The contractor shall provide technical and programmatic support to ONR-31(RDT&E) HR $1,119, $78, $1,197, R4 Funding for CLIN 4100 (RDT&E) R4 Funding for CLIN 4100 (RDT&E) R4 Funding for CLIN 4100 (RDT&E) R4 ACRN AF: $115,000( ) See Seciton G (RDT&E) R4 ACRN AG: $292,440( ) See Section G (RDT&E) R4 ACRN AH: $15,000( ) See Section G (RDT&E) For ODC Items: Item PSC Supplies/Services Qty Unit Est. Cost 6000 R4 Other Direct Costs Not-to Exceed CLIN associated with technical and programmatic support to ONR-31 PSC R4 (RDT&E) 1.0 LO $20, R4 Funding for CLIN 6000 (RDT&E) R4 Funding for CLIN 6000 (RDT&E) 6100 R4 Other Direct Costs Not-to Exceed CLIN associated with technical and programmatic support to ONR-31(RDT&E) 1.0 LO $20, R4 Funding for CLIN 6100 (RDT&E) R4 ACRN AF: $1,250 ( ) See Section G (RDT&E) For Cost Type Items: Item PSC Supplies/Services Qty Unit Est. Cost Fixed Fee CPFF

4 2 of 24 Item PSC Supplies/Services Qty Unit Est. Cost Fixed Fee CPFF 7000 R4 Option for Period3 The contractor shall provide technical and programmatic support to ONR-31(RDT&E) HR $1,130, $79, $1,209, R4 Funding for CLIN 7000 $110,000 (RDT&E) R4 Funding for CLIN 7000 $120,000 (RDT&E) 7100 R4 Option for Period4 The contractor shall provide technical and programmatic support to ONR-31(RDT&E) HR $1,153, $80, $1,233, Option 7200 R4 Option for Period5 The contractor shall provide technical and programmatic support to ONR-31(RDT&E) HR $1,175, $82, $1,258, Option For ODC Items: Item PSC Supplies/Services Qty Unit Est. Cost 9000 R4 Other Direct CostNot-to-Exceed CLIN associated with technical and programmatic support to ONR-31(RDT&E) 1.0 LO $20, R4 Funding for CLIN 9000 $5,000 (RDT&E) 9100 R4 Other Direct CostNot-to-Exceed CLIN associated with technical and programmatic support to ONR-31(RDT&E) 1.0 LO $20, Option 9200 R4 Other Direct Costs Not-to-Exceed CLIN associated with technical and programmatic support to ONR-31(RDT&E) 1.0 LO $20, Option

5 3 of 24 SECTION C DESCRIPTIONS AND SPECIFICATIONS 1.0 Background The Office of Naval Research (ONR) was established to plan, foster, and encourage scientific research and technology development in recognition of their paramount importance as related to the maintenance of future naval power and the preservation of national security. Within this organization, the Command, Control Communications, Computers, Intelligence, Surveillance, and Reconnaissance department focuses on science and technology programs in Electronics, Mathematical, Computer, and Informational Sciences; and Surveillance, Communications, Navigation, and Electronic Combat. Sponsored programs focus on experimental and theoretical research and technology in these areas with short- and long-term applications. The research programs range from fundamental investigations into mathematical foundations for models, computability, and processes to solid state physics important to electronic devices to image and signal analysis. The technology programs seek to exploit the results of research opportunities to enhance surveillance capabilities, communications, command and control, new concepts for electronic devices, application of information sciences to complex problems including human-computer interaction, and electronic warfare. 2.0 Statement of Work The contractor shall provide technical and programmatic support to ONR Code 31 C4IS & R in formulating and executing the investment strategy to address the most responsive and promising technology opportunities and solutions for both basic and applied naval research. This includes both the Discovery and Invention (D&I) programs and the Future Naval Capabilities (FNC) programs in the primary areas of FORCEnet, Shield, and Strike. The contractor will assist ONR department head, division directors, program managers, and program officers in planning, management, and in providing oversight for specific projects, as well as liaison with multiple government agencies to maximize the opportunity for technology transition/integration. The contractor shall perform technical and programmatic support in accordance with the following tasks: Provide program management support and expert services to develop programs. Contribute to the development and issuance of program guidance for planning and conducting projects, and assists in project reviews including annual gathering. Provide assistance and technical expertise in the area of Information Dominance (ID). The goal of ID is to enable the war fighter to take immediate, appropriate action at any time against any desired enemy, target, or network by assuring that autonomous, continuous analyses of intelligence, persistent surveillance, and open information sources have, at all times, optimized the possible course of action based on commander s intent. Provide assistance and oversight of Maritime Domain awareness development efforts including gathering of data from many disparate sources at different classification levels and integrating them into a common frame work for rapid access. Assist with the development of a global system for intercepting signals of interest and locating

6 4 of 24 the source of those signals. This will include signal classification and identification. Assist with the development, planning, data collection, analysis, and reporting for experiments focused on reducing the time between target identification and damage assessment. Conduct in depth analysis of threat trends in the area of spectrum dominance for both active and passive red systems. Assist in developing and conducting programs to counter advanced threats including programs in Electronic Protection, Electronic Attack and Electronic Support. Conduct in depth analysis and assessment of technology programs and products on an as required basis in response to both internal and external requests/requirements for data and information such as responsiveness of the ONR technology programs to Navy needs in terms of technological relevance, feasibility and operational utility. Develop metrics (affordability, performance, survivability) quantifying the payoff of technology products to the Navy and develop program responses to external (Congress, The Office of the Secretary of Defense (OSD), The Secretary of the Navy (SECNAV), and The Chief of Naval Operations (CNO) requests for information. Assess technology product and system operating characteristics and performance with respect to the intended application and advise the ONR program manager on needed changes to system operating/performance characteristics and specifications, both operationally and environmentally, dependent on the intended technology insertion or application. Provide on-going analysis of combat system integration issues and requirements to mitigate the cost and risk of transition. Work with acquisition/transition program sponsors to identify transition windows of opportunity, and to ensure that decision processes and agreements for technical, fiscal and program management resources are in place at the right time to facilitate smooth transitions. Use interactive Milestones Roadmapping software to display the interrelationships and interactions between programs of record, technology development efforts, and fleet applications. Developed Roadmap content shall be presentable electronically using Code 31 s standard tool for Roadmapping, currently Milestones Professional Provide a method for making the Roadmap content readily accessible in its interactive format to a broad range of authorized stakeholders via a secure Navy Marine Corps intranet (NMCI) approved web based interface. Maintain the Network Centric Warfare Working Group (NCW WG) Web site workspace as well as the FORCEnet Science and Technology (S&T) roadmap database and website. Facilitate and coordinate engagements with Code 31 and external parties and agencies (i.e., OPNAV, PEO, Fleet, etc.) Organize and ensure responses to taskers and other requested inputs are satisfied and completed in a timely and professional manner. 3.0 Reports Data and Other Deliverables 3.1 Monthly Progress and Management Report(s). The Contractor shall provide monthly progress and status reports. The report is due by the 15th of every month and shall include the hours and loaded cost charged against the contract per individual on the contract along with a discussion of specific work items accomplished during the

7 5 of 24 reporting period and a forecast of work products for the coming month. Contractor format is acceptable. 3.2 Annual Summary Report(s). The contactor shall prepare an annual summary report to include the tasks completed to date, future plans for the following year, expenditures to date, the status of any overruns, underruns, and corrective actions if needed. The report is due within 15 days after the end of each calendar year. Contractor format is acceptable. 3.3 Ad Hoc Reports/Presentations. The contractor shall provide ad hoc reports and presentations as required. The required format, timing, content, and distribution shall be provided by the Contracting Officer Representative (COR) at the time the requirement is provided. Contractor format is acceptable. 3.4 Quality Control Plan. The contractor shall provide a Quality Control Pan detailing the quality control procedures and methods, how the plan will be implemented, and how the plan will be evaluated/monitored. The Quality Control Plan shall be provided no later than sixty (60) days after task order award. Contractor format is acceptable.

8 6 of 24 SECTION D PACKAGING AND MARKING Packaging and marking shall be in accordance with Section D of the IDIQ contract.

9 7 of 24 SECTION E INSPECTION AND ACCEPTANCE Inspection and Acceptance of deliveries under this Task Order will be accomplished by the Contracting Officer's Representative (COR) listed in Section G, who shall have thirty (30) days after contractual delivery for acceptance.

10 8 of 24 SECTION F DELIVERABLES OR PERFORMANCE The periods of performance for the following Items are as follows: /17/2012-9/16/ /17/2013-9/16/ /17/2012-9/16/ /17/2013-9/16/ /17/2014-9/16/ /17/2014-9/16/2015 CLIN -DELIVERIES OR PERFORMANCE 1. The support services performed under the Period 1 effort (CLINs 4000 and 6000) shall be conducted from the effective date of task order award (17 SEP 2012) through 16 SEP The support services performed under Option for Period 2 (CLINs 4100 and 6100) shall be for a period of 17 SEP 2013 through 16 SEP The support services performed under Option for Period 3 (CLINs 7000 and 9000) shall be for a period of 17 SEP 2014 through 16 SEP If exercised, the support services performed under Option for Period 4 (CLINs 7100 and 9100) shall be for a period of twelve (12) months thereafter. 5. If exercised, the support services performed under Option for Period 5 (CLINs 7200 and 9200) shall be for a period of twelve (12) months after. 6. Distribution, consignment and marking instructions for all reports listed in Section C, Statement of Work, shall be free on board (FOB) Destination to the cognizant Contracting Officer's Representative listed in Section G. 7. Place of Performance The majority of the work will be performed at the Office of Naval Research. See further details in Order Details within Section G.

11 9 of 24 SECTION G CONTRACT ADMINISTRATION DATA SECTION G CONTRACT ADMINISTRATION DATA 1. PAYMENT AND INVOICE INSTRUCTIONS (COST REIMBURSEMENT).1 DFARS Wide Area WorkFlow Payment Instructions. As prescribed in (b), use the following clause: WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (JUN 2012) (a) Definitions. As used in this clause Department of Defense Activity Address Code (DoDAAC) is a six position code that uniquely identifies a unit, activity, or organization. Document type means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF). Local processing office (LPO) is the office responsible for payment certification when payment certification is done external to the entitlement system. (b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests and receiving reports, as authorized by DFARS , Electronic Submission of Payment Requests and Receiving Reports. (c) WAWF access. To access WAWF, the Contractor shall (1) Have a designated electronic business point of contact in the Central Contractor Registration at and (2) Be registered to use WAWF at following the step-by-step procedures for self-registration available at this web site. (d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the Web Based Training link on the WAWF home page at (e) WAWF methods of document submission. Document submissions may be via web entry, Electronic Data Interchange, or File Transfer Protocol. (f) WAWF payment instructions. The Contractor must use the following information when submitting payment requests and receiving reports in WAWF for this contract/order: (1) Document type. The Contractor shall use the following document type(s). Cost Voucher Note: If a Combo document type is identified but not supportable by the Contractor s business systems, an Invoice (stand-alone) and Receiving Report (stand-alone) document type may be used instead.)

12 10 of 24 (2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s) in WAWF, as specified by the contracting officer. Destination/Destination (3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system. Routing Data Table* Field Name in WAWF Pay Official DoDAAC Issue By DoDAAC Admin DoDAAC Inspect By DoDAAC Ship To Code Ship From Code Mark For Code Service Approver (DoDAAC) Service Acceptor (DoDAAC) Accept at Other DoDAAC LPO DoDAAC DCAA Auditor DoDAAC Other DoDAAC(s) Data to be entered in WAWF HQ0338 N00014 S2404A S2404A HAA795 (4) Payment request and supporting documentation. The Contractor shall ensure a payment request includes appropriate contract line item and subline item descriptions of the work performed or supplies delivered, unit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix F, (e.g. timesheets) in support of each payment request. (5) WAWF notifications. The Contractor shall enter the address identified below in the Send Additional Notifications field of WAWF once a document is submitted in the system. Not applicable (g) WAWF point of contact. (1) The Contractor may obtain clarification regarding invoicing in WAWF from the following Contracting activity s WAWF point of contact. For clarification regarding invoicing contact: Navy WAWF Help Line: WAWF (9293) For Payment Issues Only contact: ONR21@onr.navy.mil. (2) For technical WAWF help, contact the WAWF helpdesk at

13 11 of 24 (End of clause) 1.2 Payment of Allowable Costs and Fixed Fee As consideration for the proper performance of the work and services required under this contract, the Contractor shall be paid as follows: (a) Costs, as provided for under the contract clause entitled "Allowable Cost and Payment," shall not exceed the amount set forth as "Estimated Cost" in Section B, and is subject to the contract clause entitled "Limitation of Cost" or "Limitation of Funds" whichever is applicable. (b) A fixed fee, in the amount set forth as Fixed Fee in Section B, in accordance with the contract clause FAR Fixed Fee, shall be paid upon completion of the work and services required under this contract and upon final acceptance by the Contracting Officer. However, the Contractor, shall bill on each voucher the amount of the fee bearing the same percentage to the total fixed fee as the amount of cost billed bears to the total estimated cost not to exceed the amount set forth as "Fixed Fee" in Section B. The total fixed fee billed, shall not exceed the total fixed fee specified in Section B and is subject to the contract clause entitled "Limitation of Cost" or "Limitation of Funds" whichever applies. (c) In accordance with FAR , Fixed Fee, the Administrative Contracting Officer (ACO), in order to protect the Government s interest, shall withhold 10% of the fixed fee amount set forth in Section B or until a reserve is set aside in the amount of $100,000.00, whichever is less. The ACO shall release 75% of the fixed fee reserve upon acceptance of deliverables identified in section F of this contract. The remaining 25% of the fixed fee reserve will be released after receipt of final rates, the contractor has satisfied all other contract terms and conditions, including the submission of final patent and royalty reports, and is not delinquent in submitting final vouchers of prior years settlements. 1.3 Allotment of Funds (a) It is hereby understood and agreed that this contract will not exceed a total amount of $3,664,589, including an estimated cost of $3,429,1 and a fixed fee of $235,481. (b) CLIN 4000 will not exceed a total amount of $1,197,544, including an estimated cost of $1,119,311 and a fixed fee of $78,233. The total amount presently available for payment and allotted to CLIN 4000 of this contract is $732,009, including an estimated cost of $684,189 and a fixed fee of $47,820. It is estimated that the amount allotted of $732,009 will cover the period from date of award through 12 months thereafter. (c) It is hereby understood and agreed that CLIN 6000 will not exceed a total estimated cost of $20, (no fixed fee). The total amount presently available for payment and allotted to CLIN 6000 is $15, It is estimated that the amount allotted of $15, will cover the period from the effective date of the award through 12 months thereafter. (d) It is hereby understood and agreed that CLIN 4100 will not exceed a total amount of $1,197,544, including an estimated cost of $1,119,311 and a fixed fee of $78,233. The total amount presently available for payment and allotted to CLIN 4100 of this contract is $678,000.03, including an estimated cost of $633, and a fixed fee of $44, It is estimated that the amount allotted of $678, will cover the period from 17 SEP 2013 through 16 SEP (e) It is hereby understood and agreed that CLIN 6100 will not exceed a total estimated cost of $20, (no fixed fee). The total amount presently available for payment and allotted to CLIN 6100 is $9, It is estimated that the amount allotted of $9, will cover the period from 17 SEP 2013 through 16 SEP 2014.

14 12 of 24 f) It is hereby understood and agreed that CLIN 7000 will not exceed a total amount of $1,209,501, including an estimated cost of $1,130,486 and a fixed fee of $79,015. The total amount presently available for payment and allotted to CLIN 7000 of this contract is $230,000, including an estimated cost of $214,974 and a fixed fee of $15,026. It is estimated that the amount allotted of $230,000 will cover the period from 17 SEP 2014 through 16 NOV g) It is hereby understood and agreed that CLIN 9000 will not exceed a total estimated cost of $20, (no fixed fee). The total amount presently available for payment and allotted to CLIN 9000 is $5,000. It is estimated that the amount allotted of $5,000 will cover the period from 17 SEP 2014 through16 NOV PAYMENT INSTRUCTIONS FOR CLINs WITH MULTIPLE ACRNs/LINES OF ACCOUNTING These instructions are provided for the Contract Payment Office (DFAS Columbus) only, and are not contractor instructions. DFARS PGI Reference Indicate applicable CLIN(s) or SLIN(s). Instruction for Use Line Item Specific: by Fiscal Year (SEP 2009) All CLINS If there is more than one ACRN within a contract line item, [(i.e. informational sub-line items contain separate ACRNs), and the contracting officer intends the funds to be liquidated using the oldest funds first 3.0 ORDER DETAILS 3.1 Other Direct Costs (ODCs) ODCs (including supplies and travel) will be reimbursed at cost plus G&A without profit or fee. Purchases of items (other than consumable materials or supplies) exceeding $2,500 and all travel must be approved in advance by the Contracting Officer's Representative (COR). The total ODC amount is not to exceed $20,000 within a twelve (12) month period of performance. This Not-to-Exceed (NTE) amount should be proposed and included as part of the cost total (inclusive of G&A, but without profit or fee) in every proposal submitted under this solicitation Travel and Per Diem Travel will be required to support this Statement of Work. In accordance with the contract requirements, direct costs associated with the Contractor's travel should not exceed the applicable rates found in the Joint Travel Regulations (JTR). All travel arrangements under the Contractor s responsibility include: clearance requests, hotel accommodations, travel orders, and visa/passport requirements, unless otherwise stated by the Government sponsor. The contractor shall make every effort to make all travel arrangements at least twenty-one (21) days in advance. 3.2 Government Furnished Resources (GFR) The Government will provide information, material, and forms unique to the Government for supporting the task. The Government furnished resources necessary to perform the statement of work should be identified and requested through the designated Contracting Officer's Representative (COR). 3.3 Place of Performance and Facilities, Supplies and Services The majority of work will be performed at the Office of Naval Research. For bidding purposes only, it is estimated that 100% of the work performed under this task order will be completed on-site at ONR Headquarters. Basic facilities such as work space and its associated operating requirements (i.e., phones, desks, and utilities) will be provided while working in Government facilities. The proposal should indicate which personnel will be working on government facilities and which personnel will be working at the contractor's facility. The availability of any required computer resources while working in Government facilities should be verified in

15 13 of 24 advance with the designated Contracting Officer s Representative (COR). The Government will provide an NMCI-approved computer that adheres with NMCI and Navy IT regulations. Please note that contractor support work previously performed at an off-site location may now need to be performed and/or implemented on-site at ONR in order to comply with all Navy regulations (e.g. Wikis, websites, etc.). Parking facilities are not provided at ONR; however, several private (pay) parking facilities are located in the area. The ONR facility is within walking distance of the Ballston Metro Station. Monthly parking fees or any other type of transportation expenses (metro farecards) for proposed personnel to commute to and from the place of performance should not be charged to the Order as a direct cost. 3.4 Information All Government unique information related to this requirement necessary for Contractor performance will be made available to the Contractor. The Contracting Officer's Representative (COR) will be the point of contact for identification of any required information to be supplied by the Government. 3.5 Documentation All existing documentation relevant to this task's accomplishment will be made available to the contractor at the beginning of the task. The Contractor will be required to prepare documentation in accordance with defined guidelines provided by the Government. 3.6 Equipment With the exception to the basic facility terms items noted in Section G, paragraph 3.3, and in accordance with the general guidance in FAR Part , Contractors are required to furnish all property necessary to perform on Government contracts or orders. The purchase of computer should not be proposed as a direct charge under this solicitation. For security purposes, computers may be required to be authorized and approved for use by ONR. Contractors will be required to obtain Navy Marine Corps Intranet (NMCI) seats to perform the Task Order Statement of Work. During the performance of the Order, if either party (Government or Contractor) identifies additional NMCI seat requirements for the Contractor to obtain an NMCI seat to perform its duties, ONR officials will work with the Contractor to obtain an NMCI seat in a timely manner and, if necessary, will pursue a mutually satisfactory agreement in regards to any formal modifications or changes to the dollar values of the Order as a result of the emerging NMCI requirements. General information regarding NMCI can be obtained at: Security Requirements For the Data Managment Analysts, a SECRET clearance is required at time of task order award. For all other personnel, a TOP SECRET clearance with eligibility to access Sensitive Compartmented Intelligence (SCI) data at the SI/TK level is required at time of task order award. Submission of paperwork for the required SI/TK clearance must be performed immediately after contract award. Generation and storage of SCI data will not be required. a) Clearance Requirements. During the performance of the effort, the Contractor may be required to have access to, and may be required to receive, generate, and store information classified to the level of SECRET. For the Data Managment Analysts, a SECRET clearance is required at time of task order award. For all other personnel, a TOP SECRET clearance with eligibility to access Sensitive Compartmented Intelligence (SCI) data at the SI/TK level is required at time of task order award. Any Contractor facilities used in support of this contract must be granted a TOP SECRET facility clearance and have the capability to store material classified up to and including SECRET. A DD Form 254 will be required prior to access or production of any classified information. Additionally, the Contractor is required to safeguard the information labeled as proprietary. b) Privacy Act. All Contractor personnel assigned to this task will have access to information that may be subject to the Privacy Act of The Contractor is required to ensure the proper safeguarding of such information to prevent unauthorized release. c) Nondisclosure Agreement. In the course of its work, each employee of the selected Contractor will be required to execute a Nondisclosure Agreement (NDA) as outlined in Section L of this solicitation.

16 14 of Organizational Conflict of Interest Safeguarding Information The parties acknowledge that, during performance of the contract resulting from this Order solicitation, the Contractor may require access to certain proprietary and confidential information (whether in its original or derived form) submitted to or produced by the Government. Such information includes, but is not limited to, business practices, proposals, designs, mission or operation concepts, sketches, management policies, cost and operating expense, technical data and trade secrets, proposed Navy budgetary information, and acquisition planning or acquisition actions, obtained either directly or indirectly as a result of the effort performed on behalf of ONR. The Contractor shall take appropriate steps not only to safeguard such information, but also to prevent disclosure of such information to any party other than the Government. The Contractor agrees to indoctrinate company personnel who will have access to or custody of the information concerning the nature of the confidential terms under which the Government received such information and shall stress that the information shall not be disclosed to any other party or to Contractor personnel who do not need to know the contents thereof for the performance of the contract. Contractor personnel shall also be informed that they shall not engage in any other action, venture, or employment wherein this information will be used for any purpose by any other party Organizational Restrictions Support contractor s knowledge of competition sensitive information, described in paragraph above, may unfairly affect its competitive position in future ONR research solicitations. The Contractor understands that, during performance of the contract resulting from this Order solicitation and for a period of up to two years after the completion of its performance of the contract, the Contractor, any affiliate of the Contractor, any joint venture involving the Contractor, any entity into or with which the Contractor may merge of affiliate, or any other successor or assignee of the Contractor may not be eligible to participate as a prime Contractor, subcontractor, consultant, joint venture, partner, or other agreements directly impacted by the Office of Naval Research programs. 4.0 PROCURING OFFICE REPRESENTATIVES In order to expedite administration of this order, the Administrative Contracting Officer should direct inquiries to the appropriate office listed below. Please do not direct routine inquiries to the person listed in Block 21 of the signature page of this order. Contract Negotiator Ms. Tracie L. Simmons, ONR 254, (703) , DSN , Address: tracie.simmons@navy.mil Inspection and Acceptance - Dr. Michael Pollock, ONR 31, , DSN , Address: michael.a.pollock@navy.mil Security Matters Ms. Diana Pacheco, ONR 43, (703) , DSN , Address: diana.pacheco@navy.mil. Task Order Ombudsman (as per FAR (b)(5)) Ms. Melanie Alston, ONR 02, (703) , DSN , Address: melanie.alson1@navy.mil. 5.0 ONR CONTRACTING OFFICER'S REPRESENTATIVE (COR) (SEP 1996) The COR for this contract is: Michael Pollock Mailing Address: Office of Naval Research, 875 North Randolph Street, Suite 1126, Arlington, VA The Alternate COR for this contract is: N/A Mailing Address: The COR will act as the Contracting Officer's representative for technical matters, providing technical direction and discussion as necessary with respect to the specification or statement of work, and monitoring the progress and quality of contractor performance. The COR is not an Administrative Contracting Officer and does not have authority to take any action, either directly or indirectly, to change the pricing, quantity, quality, place of

17 15 of 24 performance, delivery schedule, or any other terms and conditions of the contract (or delivery order), or to direct the accomplishment of effort which goes beyond the scope of the statement of work in the contract (or delivery order). When, in the opinion of the contractor, the COR requests effort outside the existing scope of the contract (or delivery order), the contractor shall promptly notify the contracting officer (ordering officer) in writing. No action shall be taken by the contractor until the contracting officer (or ordering officer) has issued a modification to the contract (or delivery order) or has otherwise resolved the issue. In the absence of the COR named above (due to reasons such as leave, illness, official travel), all responsibilities and functions assigned to the COR shall be the responsibility of the alternate COR acting on behalf of the COR. 6.0 CONTRACT TYPE This is a cost-plus-fixed-fee task order. 7.0 LEVEL OF EFFORT ONR (DEC 88) This effort calls for both expected and contingent labor hours. Expected labor hours are estimated with a reasonable amount of certainty and will be required immediately upon task order award. Contingent labor hours are estimated hours with a reasonable amount of uncertainty and may or may not be requried immediately upon task order award or any time during the task order period performance. 1) The Contractor agrees to provide the total level of effort specified in the next sentence in performance of the work described in this contract. The yearly level of effort for the performance of this contract shall be a maximum of 11,040 total hours of direct labor (5,520 hours expected; 5,520 hours contingent), including subcontractor direct labor for those subcontractors specifically identified in the Contractor's proposal as having hours included in the proposed level of effort. A breakdown of labor categories and hours is set forth in Paragraph 11 below. 2) The level of effort for this contract shall be expended at a maximum average rate of 920 hours (460 hours expected; 460 hours contingent) per month. It is understood and agreed that the rate of 920 (460 hours expected; 460 hours contingent) hours per month may fluctuate in pursuit of the technical objective, provided such fluctuation does not result in the use of the total hours of effort prior to the expiration of the term of the contract. 3) The Contractor is required to notify the Contracting Officer when any of the following situations occur or are anticipated to occur: If during any three consecutive months the monthly average is exceeded by 25% or, if at any time it is forecast that during the last three months of the contract less than 50% of the monthly average will be used during any given month; or, when 85% of the total level of effort has been expended. 4) If, during the term of the contract, the Contractor finds it necessary to accelerate the expenditure of direct labor to such an extent that the total hours of effort specified 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 fixed fee together with an offer, setting forth a proposed level of effort, cost breakdown, and proposed fixed 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. 5) The Contracting Officer may, by written order, direct the Contractor to accelerate the expenditure of direct labor such that the total hours of effort specified in paragraph 1 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. 6) If the total level of effort specified in paragraph 1 above is not provided by the Contractor during the period of this contract, the Contracting Officer shall either (i) reduce the fixed fee of this contract as follows: Fee Reduction = Fixed Fee x (Required LOE Hours -Expended LOE Hours) Required LOE Hours or (ii) subject to the provisions of the clause of this contract entitled "Limitation of Cost", require the Contractor to continue to perform the work until the total number of hours of direct labor specified in paragraph 1 shall have been expended, at no increase in the fixed fee of this contract.

18 16 of 24 7) In the event the government fails to fully fund the contract in a timely manner, the term of the contract will be extended accordingly with no change to cost or fee. If the government fails to fully fund the contract, the fee will be adjusted in direct proportion to that effort which was performed. 8) Notwithstanding any of the provisions in the above paragraphs, the Contractor may furnish hours up to five percent in excess of the total hours specified in paragraph 1 above, provided that the additional effort is furnished within the term hereof, and provided further that no increase in the estimated cost or fixed fee is required, and no adjustment in the fixed fee shall be made provided that the contractor has delivered at least 95% of the level of effort required in paragraph 1 above. 9) It is understood that the mix of labor categories provided by the Contractor under the contract, as well as the distribution of effort among those categories, may vary considerably from the initial mix and distribution of effort that was estimated by the government or proposed by the Contractor. 10) Nothing herein shall be construed to alter or waive any of the rights or obligations of either party pursuant to the clause entitled "Limitation of Costs" or "Limitation of Funds", either of which clauses as incorporated herein applies to this contract. 11) A breakdown of the total level of effort is as follows: The level of effort has been estimated for the proposed contract, both at 11,040 man-hours (5,520 hours expected; 5,520 hours contingent) in the base period and 11,040 man-hours (5,520 hours expected; 5,520 hours contingent) in each of the four (4) option years for a total of 55,200 man-hours (27,600 hours expected; 27,600 hours contingent). The base period of performance will be from time of award through twelve (12) months. The level of effort anticipated for this period is approximately six (6) man-years at an average rate of approximately 920 hours per month (460 hours expected; 460 hours contingent). The labor categories that are anticipated are to work on-site at the government's facility. A summary of the labor categories and the total anticipated annual hours for this effort is estimated below. Base for Period I: Labor Category Hours per Year (Base) Program Manager 1,840 Techncial Program Manger 1,840 Data Managment Analyst 1,840 Systems Engineer 1,840 (Contingent) Data Managment Analyst 1,840 (Contingent) Administrative/Communications Specialist 1,840 (Contingent) Total 11,040 (5,520 expected hours; 5,520 contingent hours) Note (1): 1,840 hours is equivalent to one (1) man-year taking into account vacation/holidays. Note (2): Contingent positions are subject to the availability of funding and may or may not be filled at time of award. The government will provide thirty (30) days notice to fill the positions. Options for Periods II, III, IV, and V: Each of the four (4) options will have a period of performance beginning from the date of option exercise through twelve (12) months, thereafter. A summary of the labor categories and the total anticipated annual hours for this effort is estimated below. Labor Category Hours Per Year (Options) Program Manager 1,840 Techncial Program Manger 1,840 Data Managment Analyst 1,840 Systems Engineer 1,840 (Contingent)

19 17 of 24 Data Managment Analyst 1,840 (Contingent) Administrative/Communications Specialist 1,840 (Contingent) Total 11,040 (5,520 expected hours; 5,520 contingent hours) Note (1): 1,840 hours is equivalent to one (1) man-year taking into account vacation/holidays. Note (2): Contingent positions are subject to the availability of funding and may or may not be filled at time of award. The government will provide thirty (30) days notice to fill the positions. The above labor categories and hours are provided as the Government's best estimate of the work to be performed. The offeror may propose the same level of effort (hours and labor categories) or a different level of effort based on its own labor classification system and unique approach to satisfy the Government's requirement. While the Government will consider an alternate level of effort, it is the Government's preference to maximize the estimated labor hours devoted to the direct performance of the technical tasks. To the extent that the level of effort proposed is different than the Government's estimate, the offeror's technical proposal should clearly specify the hours and labor categories proposed for each task in the statement of work and an explanation to support their proposed estimate. 8.0 Increase of level of effort. (COST-REIMBURSEMENT) SSP (MAR 1992) (a) In addition to any other option rights that may be provided to the Government by this contract, the Government shall have the right, within any given contract period established in Section 3.2 of this task order, to increase the level of effort by up to thirty percent (30%) of the total level of effort for that period at the same labor mix as proposed in the task order for that period. The Contractor agrees to accept such increase in the level of effort at an increase in the estimated cost and an increase in the fixed fee which are calculated as follows: IEC = (ILOE/LOE) x EC IFF = (ILOE/LOE) x FF IEC = The increase in the estimated cost. ILOE = The increase in the level of effort. LOE = The level of effort contracted for the contract year in which the level of effort is increased. EC = The estimated cost contracted for in the contract year in which the level of effort is increased. IFF = The increase in the fixed fee. FF = The fixed fee contracted for in the contract year in which the level of effort is increased. This option may be exercised at any time or times prior to the end of the affected period provided however, that the exercise of such option must give the Contractor sufficient time to provide all of the man-hours for that period, including the increase, by the end of the affected period. (b) Any exercise by the Government of its option rights under this clause shall be affected by written notice from the Contracting Officer. (c) The exercise of the option shall be formally reflected by a modification to this task order increasing the estimated cost and fixed fee and adjusting the Level of Effort provision for the affected contract period. 9.0 Personnel Qualifications The Contractor shall provide qualified personnel to manage and execute all aspects of the statement of work. All personnel must be thoroughly familiar and proficient in the use of commercial software packages such as Microsoft Word, Excel, Outlook and PowerPoint. The following skill sets are anticipated to support the tasks. 9.1 Program Manager (Expected): A bachelor's degree from an accredited university and a minimum of eight (8) years of management experience in a related S&T discipline; ability to develop and execute complex technical tasks, to apply analytical problem solving methodologies, to provide technical direction to support staff, to interface with Government and prime contractor personnel, and to effectively allocate resources. In addition, candidate should have at least a Top SECRET clearance, w/sci eligibilty. 9.2 Technical Program Manager (Expected): A Graduate degree from an accredited university and a minimum of eight (8) years of management experience in a related S&T discipline OR a bachelor's degree and ten (10) years of managment experience in a related S&T discipline; ability to develop and execute complex technical tasks, to apply analytical problem solving methodologies, to provide technical direction to support staff, to interface with Government and prime contractor personnel, and to effectively allocate resources. In addition, candidate should have

20 18 of 24 at least a Top SECRET clearance, w/sci eligibilty. 9.3 Data Managment Analyst(s) (one Expected, one Contingent): A bachelors degree with at least three (3) years progressive experience in a position of technology roadmapping and using technology roadmapping software OR no degree an ten (10) years progressive experience in a position of technology roadmapping and using technology roadmapping software. It is preferred that the candidate have a technical degree or experience working in the S&T environment. The Data Management Analyst(s) must be thoroughly familiar and proficient in the use of commercial software packages such as Microsoft Outlook, Sharepoint, Word, Project, Excel and PowerPoint. In addition, the proposed candidate must have demonstrated technical writing skills for report development, proof-reading, and editing. A minimum of a SECRET INTERIM clearance and the ability to obtain a favorable SECRET clearance is required. 9.4 Systems Engineer (Contingent): A Graduate degree in electronics/electrical engineering, physics, or computer science from an accredited university with at least three (3) years progressive experience in design and development of new advanced technologies and systems for Naval Platforms. The System Engineer(s) must be able to function independently or as a member of a multi-discipline S&T team in all phases of systems engineering including development of performance specifications, conducting system trade studies and analysis and in design and testing of complex sensor and sensor processing systems. The Systems Engineer(s) must also have recent and direct experience in design, development, and implementation of surveillance and sensor data correlation/fusion systems, as well as operational experience. Specific proven operational experience and credentials may be substituted for educational degree requirements. In addition, candidate should have at least a Top SECRET clearance, w/sci eligibilty. 9.4 Administrative/Communications Assistant (Contingent): A bachelors degree with at least three (3) years progressive expereince of high-level administrative responsiblity. It is preferred that the candidate have a technical degree or experience working in the S&T environment. The proposed candidate must have an in-depth Navy and DoD knowledge, including organization, policy, procedure, and operation. The proposed candidate shall have demonstrated written and oral communciation skills, organization skills, and change management skills. Administrative/Communications Assistant must be thoroughly familiar and proficient in the use of commercial software packages such as Microsoft Outlook, Sharepoint, Word, Project, Excel and PowerPoint. In addition, the candidate should have at least a Top SECRET clearance, w/sci eligibilty Security 10.1 Clearance Requirements. Throughout the period of performance the contractor will have access, receive, generate and store classified information to the level of Secret, Top Secret (TS), and Sensitive Compartmented Information (SCI). As a result the contractor will be required to embody knowledge of all SCI requirements and processes. Access to classified information is not required for the purpose of submitting a bid/proposal; however, prior to award of the contract the successful contractor will be required to have the requisite clearance, in accordance with the paragraph above. Accounting Data SLINID PR Number Amount PR AA See Attached Financial Accounting Data (FAD) Sheets PR AA See Attached Financial Accounting Data (FAD) Sheets BASE Funding Cumulative Funding MOD 01 Funding 0.00 Cumulative Funding