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) 07-Jan-2014 N/A N/A 6. ISSUED BY CODE N ADMINISTERED BY (If other than Item 6) CODE S2101A NSWC, DAHLGREN DIVISION Dahlgren Road Suite 157 Dahlgren VA DCMA Baltimore 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. URS Federal Technical Services, Inc. 201 Seneca Meadows Parkway Suite 300 Germantown MD B. DATED (SEE ITEM 11) CAGE CODE [X] 10A. MODIFICATION OF CONTRACT/ORDER NO. - 10B. DATED (SEE ITEM 13) FACILITY CODE 01-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) 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. [ ] [X] 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: [ ] D. OTHER (Specify type of modification and authority) 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) 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED (Signature of person authorized to sign) (Signature of Contracting Officer) NSN PREVIOUS EDITION UNUSABLE BY 07-Jan STANDARD FORM 30 (Rev ) Prescribed by GSA FAR (48 CFR)

2 2 of 2 GENERAL INFORMATION The purpose of this modification is to replace Attachment J.3 Wage Determination with the current Wage Determination (WD Rev.-13). A conformed copy of this Task Order is attached to this modification.

3 1 of 61 SECTION B SUPPLIES OR SERVICES AND PRICES CLIN - SUPPLIES OR SERVICES For Cost Type Items: Item PSC Supplies/Services Qty Unit Target Cost Target Fee CPIF B541 Base Period - USW HR $4,310, Engineering and Analysis Support Services IAW Section C, Performance Work Statement (Fund Type - TBD) Max Fee Min Fee Government Overrun Share Line Government Underrun Share Line B541 Award $122,000 (OPN) B541 Award $95,000 (OPN) B541 Award $65,000 (OPN) B541 Award $26,949 (RDT&E) 4000 B541 Award $45,000 (SCN) B541 Award $75,000 (OPN) B541 Award $115,000 (OPN) B541 Mod 01 $80,000 (OPN) B541 Mod 01 $207,000 (OPN) B541 Mod 02 $35,000 (SCN) B541 Mod 02 $287,500 Mod 03 line 2 $38,000 (SCN)

4 2 of B541 Mod 03 $60,500 Mod 04 $38,000 (SCN) B541 Mod 03 $30,000 (OPN) B541 Mod 03 $15,000 (OPN) B541 Mod 03 $ 69,862 (OPN) B541 Mod 04 $10,000 (WCF) B541 Mod 04 $28,671 (WCF) B541 Mod 04 $4,000 (SCN) B541 Mod 04 $40,000 (OPN) B541 Mod 04 $100,000 (WCF) 40 B541 FMS Funding for HR $100, Base Period- USW Engineering and Analysis Support Services IAW Section C, Performance Work Statement (FMS Case #JA-P-F LY) Max Fee Min Fee Government Overrun Share Line Government Underrun Share Line 4001 B541 FMS FUNDING CASE 3 JAPFLY WBS (FMS) For ODC Items: Item PSC Supplies/Services Qty Unit Est. Cost B541 Base Period LO $80, ODCs for CLIN 4000 USW Engineering and Analysis Support

5 3 of 61 Services (Fund Type - TBD) B541 Award $5,000 (OPN) B Mod $12,000 (OPN) B Mod $15,000 (SCN) B Mod $25,000 (OPN) 6000 B Mod $2,500 (WCF) B Mod $15,000 (OPN) B Mod $5,000 (WCF) B Mod $659 (SCN) 60 B541 FMS Funding for 1.0 LO $5, Base Period- USW Engineering and Analysis Support Services IAW Section C, Performance Work Statement (FMS Case #JA-P-F LY) For Cost Type Items: Item PSC Supplies/Services Qty Unit Target Cost Target Fee CPIF B541 Option Period HR $4,411, USW Engineering and Analysis Support Services IAW Section C, Performance Work Statement (Fund Type - TBD) Option Max Fee Min Fee Government Overrun Share Line Government Underrun Share Line 7100 B541 Option Period HR $4,525,245.00

6 4 of 61 USW Engineering and Analysis Support Services IAW Section C, Performance Work Statement (Fund Type - TBD) Option Max Fee Min Fee Government Overrun Share Line Government Underrun Share Line 7200 B541 Option Period HR $4,638, USW Engineering and Analysis Support Services IAW Section C, Performance Work Statement (Fund Type - TBD) Option Max Fee Min Fee Government Overrun Share Line Government Underrun Share Line 7300 B541 Option Period HR $4,754, USW Engineering and Analysis Support Services IAW Section C, Performance Work Statement (Fund Type - TBD) Option Max Fee Min Fee Government Overrun Share Line Government Underrun Share Line For ODC Items: Item PSC Supplies/Services Qty Unit Est. Cost B541 Option Period LO $86, ODC s for CLIN 7000 USW Engineering and Analysis Support Services (Fund Type - TBD) Option 9100 B541 Option Period LO $87, ODC s for CLIN

7 5 of USW Engineering and Analysis Support Services (Fund Type - TBD) Option 9200 B541 Option Period LO $89, ODC s for CLIN 7200 USW Engineering and Analysis Support Services (Fund Type - TBD) Option 9300 B541 Option Period LO $90, ODC s for CLIN 7300 USW Engineering and Analysis Support Services (Fund Type - TBD) Option NOTE 1: LABOR HOURS (LH) At the time of award the number of labor hours listed above 0.0 LH in the Base Period and each Option Period will be changed to coincide with the Level of Effort provided in Section H, SEA (Alt.1) Level of Effort clause and the number of hours reflected in the cost proposal of the successful offeror. NOTE 2: OPTION CLAUSE The "OPTION TO EXTEND THE TERM OF THE CONTRACT" clause in Section I applies only to the Option CLINs. NOTE 3: ODCs Unburdened costs are specified in Section L. Any ODCs other than travel, if proposed, will be limited to those approved at time of award. There are no materials purchase requirements anticipated for this acquisition. CLAUSES INCORPORTED IN FULL TEXT: The clause entitled "LIMITATION OF COST" (FAR ) or "LIMITATION OF FUNDS" (FAR ), as appropriate, shall apply separately and independently to each separately identified estimated cost. B.1 USE WHOLE DOLLARS ONLY All proposals shall be rounded to the nearest dollar. B.2 TYPE OF ORDER This is a Level of Effort (term) type order.

8 6 of 61 Items in the 4xxx and 7xxx series are cost plus incentive fee type. Items in the 6xxx and 9xxx series are cost only, excluding fee. B.3 ADDITIONAL CLINS Additional CLINs may be unilaterally created by the Contracting Officer during the performance of this Task Order to allow for additional SLINs as needed and accommodate the multiple types of funds that may be used under this Order. These modifications will not change the overall level of effort or value of the task order. B.4 HQ B CONTRACT SUMMARY FOR PAYMENT OFFICE (COST TYPE) (NAVSEA) (FEB 1997) This entire task order is cost reimbursable. The Labor CLINs are Cost Plus Incentive Fee (CPIF) and ODC CLINs are Cost Only. B.5 INCENTIVE FEE Note: Upon award, the successful Offeror's proposed Maximum Incentive Fee and Target Fee percentages, if less than the solicitation stated thresholds, will be incorporated in FAR clause INCENTIVE FEE in Section I. (1) The final target cost, target fee amounts shall be based on the actual level of effort the contractor provides as explained in the following paragraphs. CPIF LABOR ITEMS (CLINS) LABOR HOURS TARGET COST TARGET FEE TOTAL TARGET COST/FEE AMOUNT ,736 $4,410, Rate/Hr ,736 $4,411, Rate/Hr ,736 $4,525, Rate/Hr ,736 $4,638, Rate/Hr ,736 $ $4,754, Rate/Hr * The Offeror shall not propose a target fee in excess of 6.0%. (i) The final CPIF target cost for CLIN 4000 and (if and to the extent Options are exercised) Option CLINs 7000, 7100, and (if award terms are awarded) CLINs 7200 and 7300 shall be determined by multiplying the allowable hours worked, including subcontractor hours, under the CLIN by the rate/hour in the target cost column including cost of money, in the preceding table. (ii) The final CPIF target fee CLIN 4000 and (if and to the extent Options are exercised) Option CLINs 7000, 7100, and (if award terms are awarded) CLINs 7200 and 7300 shall be determined by multiplying the allowable hours worked, including subcontractor hours, under the CLIN by the rate/hour in the target fee column of the preceding table. B.6 HQ B PAYMENT OF FEE(S) (LEVEL OF EFFORT - ALTERNATE I) (NAVSEA) (MAY 2010) (a) For purposes of this contract, "fee" means "target fee" in cost-plus-incentive-fee type contracts, "base fee" in cost-plus-award-fee type contracts, or "fixed fee" in cost-plus-fixed-fee type contracts for level of effort type contracts.

9 7 of 61 (b) The Government shall make payments to the Contractor, subject to and in accordance with the clause in this contract entitled "FIXED FEE" (FAR ) or "INCENTIVE FEE", (FAR ), as applicable. Such payments shall be submitted by and payable to the Contractor pursuant to the clause of this contract entitled "ALLOWABLE COST AND PAYMENT" (FAR ), subject to the withholding terms and conditions of the "FIXED FEE" or "INCENTIVE FEE" clause, as applicable, and shall be paid fee at the hourly rate specified above per man-hour performed and invoiced. Total fee(s) paid to the Contractor shall not exceed the fee amount(s) set forth in this contract. In no event shall the Government be required to pay the Contractor any amount in excess of the funds obligated under this contract B.7 HQ B TRAVEL COSTS - ALTERNATE I (NAVSEA) (DEC 20) (Applicable to CLIN 6000, and if to the extent Options are exercised, CLINs 9000 through 9300.) (a) Except as otherwise provided herein, the Contractor shall be reimbursed for its reasonable actual travel costs in accordance with FAR The costs to be reimbursed shall be those costs accepted by the cognizant DCAA. (b) Reimbursable travel costs include only that travel performed from the Contractor's facility to the worksite, in and around the worksite, and from the worksite to the Contractor's facility. (c) Relocation costs and travel costs incident to relocation are allowable to the extent provided in FAR ; however, Contracting Officer approval shall be required prior to incurring relocation expenses and travel costs incident to relocation. (d) The Contractor shall not be reimbursed for the following: (i) travel at U.S. Military Installations where Government transportation is available, (ii) travel performed for personal convenience/errands, including commuting to and from work, and (iii) travel costs incurred in the replacement of personnel when such replacement is accomplished for the Contractor s or employee s convenience.

10 8 of 61 SECTION C DESCRIPTIONS AND SPECIFICATIONS PERFORMANCE WORK STATEMENT C.1 INTRODUCTION C.1.1 This is a performance-based acquisition and is structured around the results to be achieved as opposed to the manner by which the work is to be performed. The quality and effectiveness of the services performed hereunder will be evaluated in accordance with the performance standards/acceptable quality and the evaluation methods described in Section E, Inspection and Acceptance, Quality Assurance Surveillance Plan (QASP). C.1.2 The contractor shall provide the personnel and materials necessary to accomplish task assignments within the Performance Work Statement. C.1.3 The Naval Surface Warfare Center Dahlgren Division (NSWCDD) Maritime Warfare Control Systems Division (K90) provides total systems engineering support for surface ship weapon control systems and other tactical Navy and Marine Corps programs for multiple program sponsors. K90 provides this support for Undersea Warfare (USW) Program, Littoral Combat System (LCS) Program and other Navy and Joint programs. The NSWCDD K90 role covers the full spectrum of life cycle support from research and development (R&D) to fleet support. The K90 Maritime Weapon Control Systems Division Office of NSWCDD provides System Engineering, Software Development, and System Life Cycle Support for Surface and USW Combat, Control and Situational Awareness Systems. Some components of these systems have been adapted for Foreign Military Sales (FMS). C.1.4 The overall focus of the NSWCDD Maritime Warfare Control Systems Division (K90), and in particular the Maritime Control Systems Branch (K92) is to provide system development of products for delivery to the Navy, Marine Corps and other DoD agencies. Engineering, testing, and analytical support are required of the contractor to support the above described K90/K92 mission as listed in this document starting with section C.2 below. Program and Project Management Support System Engineering (SE) Test and Evaluation (T&E) Software Engineering System Integration and Hardware Engineering Integrated Logistics Support (ILS) Foreign Military Sales (FMS) C.2 SCOPE C.2.1 The contractor shall provide program management support; systems engineering; software design and development; hardware engineering; system and software integration, testing, and documentation; test and evaluation; safety analysis and assessment; life-cycle support; configuration management; integrated logistics support; and training and requisition support for Surface Ship USW Combat, Control and Situational Awareness Systems. Each of these General Areas is further described in the following paragraphs. Specific programs/projects to be supported under this Task Order may require tasks to be completed under one or more of these areas. C.3 PERFORMANCE REQUIREMENTS C.3.1 Program and Project Management Support

11 9 of 61 C The contractor shall provide program management support for K90 Program Management personnel and Technical Project Leads in support of the programmatic missions and milestones. This support shall include preparation of agendas (A002), presentation materials (A009), meeting minutes (A013), and Plans of Actions and Milestones (POA&M) (A011). C The contractor shall support and participate in various program or project meetings including the Peer Review Process (PRP) Working Group, Configuration Control Board (CCB), and technical briefs. The contractor shall attend staff meetings to report programmatic and technical status and report contractor activities and issues. C The contractor shall prepare, review, and update programmatic documentation (A002), including self-certification artifacts, master program plans, T&E milestones and schedules, and acquisition milestones (A011). C.3.2 System Engineering C The contractor shall assist the government in performing acquisition planning and engineering analysis for the evolution of assigned projects. The contractor shall provide assistance in the definition and maintenance of top-level system architectures and program requirements that satisfy sponsor needs and shall assist in the translation of those requirements into system concepts and plans. The contractor shall provide technical support in the review, maintenance, generation, tracking, and distribution of system engineering documentation (A002). Such documents include the following: Engineering Change Proposals (ECPs) (A006), Document Change Requests (DCRs), Interface Change Requests (ICRs), Requests for Technical Direction (RTDs), Software Problem Reports (SPRs), Interface Requirements Specifications (IRSs), Interface Design Specifications (IDS), Specification Change Notices (SCNs), Interface Design Documents (IDDs), System Engineering Notebook entries, Electrical Interface Control Drawings (EICDs), System Performance Specifications, System Segment Design Documents (SSDDs), Software Requirements Specifications (SRSs), Concepts of Operations (CONOPS), System Configuration Summary (SCS) Documents, Engineering Architect Documentation, Technical White Papers, Integration Studies and Analysis. C The Contractor shall develop and maintain system level computer interface documentation for interfaces between the systems being developed and external systems (A012). C The contractor shall provide System Engineering support for the continuous evaluation and refinement of new and existing system level requirements and upgrades. As conflicts arise between potential designs and functional requirements, the contractor shall provide recommendations for the update of the requirements or recommendations for design options that can satisfy the requirements using Model Based tools (A012). C The contractor shall provide system engineering support to NSWCDD for technical reviews. This engineering support shall include reviewing open issues and preparing material for discussion,

12 10 of 61 actively participating in the reviews and generating review reports highlighting potential problems and resolutions (A002). C The contractor shall provide system engineering support for the review of technical documentation including Performance Specifications (A004), SSDD and White Papers (A011), and Technical Report deliverables (A002). This support shall include technical reviews for adequacy, accuracy and consistency with system requirements and higher-level specifications (A002). C The contractor shall maintain up-to-date consolidated program development plans, schedules and system configurations and shall provide support in the development and documentation of proposed requirements to enhance war-fighting capabilities (A002). C The contractor shall participate in technology refresh planning by furnishing Program specific Systems Engineering expertise and knowledge of current Commercial off the Shelf technologies. C The contractor shall provide systems engineering services for the development of requirements for currently undefined emerging technology requirements. The contractor shall analyze emergent problems, updates, and enhancements (A010) to determine the impact on the NSWCDD K90 program and project requirements to include new and emergent technologies (A010). C The contractor shall develop recommendations for simulation and stimulation support systems necessary to validate K90 programs. C The contractor shall provide support for systems certification efforts, which includes submitting requests for certification to the certification authorities, facilitating the certification decisions by the various certification authorities; participating in various certification meetings; providing briefings on certification status and issues; maintaining cognizance of certification agencies processes and ensuring effective communication to ensure all certification plans will meet required policies and processes. C The contractor shall provide systems engineering support for K90 products after delivery to specific external sites. This includes ship-based and land-based sites. This support shall include engineering support of installed hardware and software and will include both dockside and at-sea locations. C.3.3 Test and Evaluation (T&E) C The contractor shall provide T&E support for K90 programs and projects. C The contractor shall develop, review and analyze test documentation (A010) including test plans, test requirements, test procedures, and test reports to support system integration, system development testing, and system acceptance testing requirements (A010) for NSWCDD K90 programs and projects. C The contractor shall participate in system requirements familiarity and awareness sessions with system test personnel to ensure new system enhancements and capabilities are clearly understood and adequately tested. The contractor shall review previously reported problems to provide technical recommendations for test process improvement and provide recommendations for possible automated testing. C The contractor shall assist in the generation of system requirements status, tactical hardware configuration, and metrics data in support of Test Readiness Reviews (TRRs). Requirements analysis (A010), metrics charts, requirements statuses, presentations (A009), and other artifacts will be required.

13 11 of 61 C The contractor shall coordinate and conduct acceptance testing for approved changes (A010), updates, and enhancements to NSWCDD K90 programs and projects. C The contractor shall provide support for land-based integration test and evaluation events. This support shall include AEGIS Integration Events and Combat System Certification as required by policy and procedures. C The contractor shall provide test and evaluation support for K90 products after delivery to specific external sites. This includes ship-based and land-based sites. This support shall include test and evaluation support of installed hardware and software and will include both dockside and at-sea locations. C.3.4 Software Engineering C The contractor shall support software development efforts of K90 products and provide the software development documentation necessary for external release (A004). The contractor shall provide software development technical expertise related to current software technologies including open systems development, Java, Ada, and C++ programming, software implementations on Linux and Unix operating systems, service oriented architectures, model based software development tools, and use of commercial off the shelf products to supplement tactical program requirements. C The contractor shall design, code, unit test, integrate, and install NSWCDD computer programs or software modules in accordance with applicable coding standards software processes, and the applicable system and software design documents such as white papers (A011), Performance Specifications and Technical Reports (A004), ECPs (A006), SRSs (A004), Software Design Documents (SDDs)(A004), and interface requirements documentation and specifications (A012). C The contractor shall conduct technical reviews of software programs and modules (except for their own software programs and modules) delivered to NSWCDD by program sponsors and programs within K90. Technical reviews shall include review of design and documentation for adequacy, accuracy and consistency with system requirements, interface and integration requirements, and higher-level specifications. The contractor shall highlight potential problems and their possible impacts to schedules and provide options and recommendations to resolve and mitigate the problems. C The contractor shall attend and participate in program and project software review meetings. This software engineering support shall include reviewing open issues, preparing material for discussion, actively participating in the reviews, highlighting potential problems, and providing resolution options and recommendations (A004). C The contractor shall support the development of software unit test procedures and perform software unit testing (A010) in accordance with NSWCDD specifications and procedures. C The contractor shall analyze reported software problems. The contractor shall analyze reported problems and supporting data (A010) to verify that the problem is an NSWCDD program or project problem. The contractor shall also analyze each reported problem to determine any associated impact on weapons system safety and certification. C.3.5 System Integration and Hardware Engineering C The contractor shall provide system integration and Hardware Engineering support for K90 programs and projects.

14 12 of 61 C The contractor shall provide project and user support that is inclusive of cable fabrication, hardware installation and relocation, hardware preventative and corrective maintenance, hardware fault isolation and hardware repair. C.3.6 Integrated Logistics Support (ILS) C The contractor shall provide logistics engineering and operational support for the ILS function through the development of source material for ILS products ensuring engineering changes are properly incorporated in technical, operation and maintenance products. The contractor shall provide ILS representation at program meetings and analysis of proposed system candidates to determine potential ILS impacts (A007). C The contractor shall furnish logistics, fleet, and training support as tasked by the Maritime Control Systems Branch (K92). C The contractor shall provide source data for Technical Bulletins, which define for shipboard personnel discrepancies in the system performance in compliance with the technical manuals. C The contractor shall provide systems engineering support for all fielded weapon system weapon control system versions to ensure that all impacts, including interoperability and suitability, of proposed changes are identified and tracked (A002). C The contractor shall support and participate in the program and systems engineering technical meetings and working groups to assist in the investigation and resolution of In-Service related issues, problem reports and system enhancements (A002). C The contractor shall develop, modify, and maintain training manuals (A008), materials and POA&Ms (A011) for operations and maintenance as well as descriptive materials that aid in the familiarization of the system/program to the technical and command levels. C The contractor shall conduct training courses for operators, maintenance, technical, command, and instructor personnel. C.3.7 Foreign Military Sales (FMS) Support C The contractor shall provide system engineering and test and evaluation support for the development and life cycle support for Foreign Military Sales Case efforts. C The contractor shall provide system engineering and test and evaluation support for an FMS product line for all US product line aspects covered in this contract. C The contractor shall identify security risks with FMS configurations and recommend security tests to be conducted (A010). The contractor shall prepare a report on the results of any required security tests. C.4 PROGRESS REPORTING, DELIVERABLES, AND OTHER TASK ORDER MANAGEMENT In support of the technical and business management of this Task Order, the Contractor shall comply with the following requirements. C Monthly Progress Report (A001) The Contractor shall submit a Monthly Progress Report by the 10 th of the month following the month being reported on. The cutoff date of the report shall be the same as that used for invoicing purposes by the prime contractor. Any and all subcontractor, consultant, vendor data shall be current through the as of date of the report. The report shall be unclassified and reflect no proprietary markings; narrative information shall be in Microsoft Word. submission is

15 13 of 61 encouraged. The specific format shall be pre-approved by the COR and the Contract Specialist. C Table of Approved Personnel (A001) The Contractor shall submit a monthly Table of Approved Personnel showing all personnel who have been approved to charge to this Task Order. This report is due concurrent with submission of the First Monthly Progress Report, 10 days after the end of the month being reported on, but should be submitted as a separate document (A001) C.4.2 Quarterly In-Progress Review (IPR) The contractor shall prepare Quarterly In-Progress Reviews to be held at a location mutually agreed upon by the contractor, COR and Contracting Officer (A002). The Contractor shall participate in both formal and informal IPRs of work being performed. The Contractor shall provide copies of slides presented to all attendees. An initial formal IPR is planned within 90 days of the Task Order award date and will follow the agenda agreed to by the Task Order s COR. Subsequent formal IPRs shall be held approximately every 90 days thereafter unless waived by the Government. C.4.3 Labor Tripwire Justifications (A001) (a) The contractor shall advise the COR and the Contract Specialist, by , if the pending addition of any individual (Key or non-key) will be at a fully loaded (through target fee) labor rate that exceeds the labor tripwire amount. The contractor may not proceed with the addition until he is advised by the Contract Specialist that the request has been approved. (b) The contractor's request shall include: the proposed individual's resume, labor hourly rate build-up, labor hours per work year, detailed justification for the addition of the particular individual based on his/her technical expertise and projected technical impact on the Task Order/Technical Instruction. If the individual is a subcontractor or consultant, the rate build-up shall include the prime contractor's pass through rate. (c) Currently, the annualized labor tripwire is a fully burdened hour rate of $156 per hour. Regardless of the number of labor hours the proposed individual will work the fully burdened hour rate is defined as including proposed target fee amounts and is based on the 2,080 labor hours per standard workyear, regardless of the quantity of labor hours proposed for the individual. If the individual is a subcontractor or consultant, the fully burdened hourly rate includes the prime contractor's Pass Thru and Target Fee Rates. The contractor will be advised of any changes to this tripwire level that occur during performance. C.5 OTHER REQUIREMENTS C.5.1 Government Furnished Information (GFI) GFI includes all combat system related tactical and support software and all technical documentation associated with the system. The contractor will be provided access to the NSWCDD project libraries and the technical data center, in accordance with DoD and DoN classified and sensitive information rules and regulations. GFI will be furnished at no cost to the contractor on an as needed basis. C.5.2 Government Furnished Facilities C The principal place of performance shall be at the Contractor s facilities with the exception of the following office space that will be provided to the Contractor at Task Order start up:

16 14 of 61 Labor Categories Number of Gov Spaces Sr. Systems Engineer 1 Principal Engineer/Scientist/Analyst 1 Sr. Engineer/Sci/Analyst 7 Engineer/Scientist/Analyst 2 Programmer 1 Sr. Technical Specialist 2 Totals 14 C The space will be located in Building The Government reserves the right to provide additional and/or different office space for the contractor. C.5.3 Government NMCI Computers C The Government will provide NMCI computer access to all on-site (NSWCDD site) personnel support. In the event that laptop computers are necessary and approved, the contractor in possession of that laptop shall be issued a government property pass for the equipment. This pass is required for carrying the computer outside the assigned NSWCDD office facility. C The contractor shall track all government furnished property, listing personnel, asset tag # s and serial numbers for all NMCI computer equipment in the contractor s possession. All equipment shall be returned to the government by the end of the contract or when the equipment is no longer in use, whichever comes first. C.5.4 Travel Requirements C Selected contractor personnel will be required to travel out of town and locally in support of various meetings and other related integration and testing activities. The conducting and monitoring of tests on board ship and at land based test sites as well as installation and checkout at various shipyards will also be required. C Travel will include visits and coordination with those activities that support K90 programs (A003). All travel under this effort must be requested of, or authorized by the COR, in writing or by electronic mail, and must show the appropriate order number, the number of people traveling, the number of days for the trip, the reason for the travel, and any high cost or unusual costs expected. The Contractor is not authorized to perform any travel that is not in conjunction with this effort. Travel costs shall be in accordance with FAR and the Joint Travel Regulations. The contractor shall provide a trip report (A003) C It is estimated that travel to offsite destinations will be required during performance. Representative locations include: Everett, WA Newport, RI Norfolk, VA Chesapeake, VA San Diego, CA Syracuse, NY Uniontown, PA Moorestown, NJ Wallops Island, VA

17 15 of 61 Manassas, VA Fairfax, VA Washington, DC Honolulu, HI Japan C Shipboard Protocol The contractor shall ensure its personnel adhere to these requirements when performing work onboard ship. Compliance shall be documented in the trip report. a) All personnel working shipboard shall possess at least a SECRET security clearance. b) All personnel while shipboard, shall conform to the rules and regulations of the ship to include: 1) Alarms actual or drill. 2) Safety hardhats, tab-outs, safety shoes, goggles, etc., as applicable. 3) The designated team lead shall, upon arrival, brief the Commanding Officer or his/her designated representative as to the purpose of the visit and expected duration. 4) The designated team lead shall, upon final departure, brief the Commanding Officer or his/her designated representative as to the success of the visit and the operational condition of the affected equipment. C.5.5 Costs Expressly Not Allowed for Direct Charge (a) The costs of general purpose business expenses required for the conduct of normal business operations will not be considered allowable direct costs in the performance of the contract. (b) The Government will not allow costs, nor reimburse costs associated with the contractor for training employees in an effort to attain and/or maintain minimum personnel qualification requirements of this contract. Other training may be approved on a case-by-case basis by the Contracting Officer. Advance approval is required. Attendance at workshops or symposiums is considered training for purposes of this clause. The contractor is encouraged to suggest a cost-sharing arrangement that addresses registration/tuition, travel and labor costs. C.6 SECURITY REQUIREMENTS The Department of Defense Contract Security Classification Specification (DD Form 254) (Attachments J.1) provides the security classification requirements for this order. The contractor shall obtain facility and personnel security clearances at the Secret level as required by the Department Industrial Security Program prior to starting to work on tasks requiring clearances. Access to classified spaces and material and generation of classified material shall be in accordance with the attached DD Form 254. C.7 ELECTRONIC SPILLAGES (a) Electronic spillages (ES) are unacceptable and pose a risk to national security. An electronic spillage is defined as classified data placed on an information system (IS), media or hardcopy document possessing insufficient security controls to protect the data at the required classification level, thus posing a risk to national security (e.g., sensitive compartmented information (SCI) onto collateral, Secret onto Unclassified, etc). The contractor's performance as it relates to ES will be evaluated by the Government. ES reflects on the overall security posture of the Government and a lack of attention to detail with regard to the handling of classified information of IS security discipline and will be reflected in the contractor's performance rating. In the event that a contractor is determined to be responsible for an ES, all direct and indirect costs incurred by the Government

18 16 of 61 for ES remediation will be charged to the contractor. (b) NSWCDD Command Security will continue to be responsible for the corrective action plan in accordance with the security guidance reflected on the DOD Contract Security Classification Specification - DD254. Command Security will identify the contractor facility and contract number associated with all electronic spillages during the investigation that involve contractor support. Command Security will notify the Contracts Division with the contractor facility name and contract number, incident specifics and associated costs for cleanup. The Contracting Officer will be responsible to work with the Contractor Facility to capture the costs incurred during the spillage clean up. The Contractor is also responsible for taking Information Security Awareness training annually, via their Facility Security Officer (FSO), as part of the mandatory training requirements. If a spillage occurs additional training will be required to prevent recurrence. C.8 INFORMATION SECURITY AND COMPUTER SYSTEM USAGE In accordance with U.S. Navy policy, any personnel, including the contractor, who utilizes DOD-owned systems shall assume responsibility for adherence to restrictions regarding internet and usage. Navy policy prohibits racist, sexist, threatening, pornographic, personal business, subversive or politically partisan communications. All personnel, including the contractor, are accountable and must act accordingly. DOD computer systems are monitored to ensure that the use is authorized, to facilitate protection against unauthorized access, and to verify security procedures, survivability and operational security. During monitoring, information may be examined, recorded, copied, and used for authorized purposes. All information, including personal information, placed on or sent over a DOD system may be monitored. Use of a DOD system constitutes consent to monitoring. Unauthorized use may result in criminal prosecution. Evidence of unauthorized use collected during monitoring may be used as a basis for recommended administrative, criminal or adverse action. C.9 SENSITIVE, PROPRIETARY, AND PERSONAL INFORMATION Work under this contact may require that personnel have access to Privacy Information. Contractor personnel shall adhere to the Privacy Act, Title 5 of the U.S. Code. Section 552a and applicable agency rules and regulations. Access to and preparation of sensitive information subject to privacy Act and Business Sensitive safeguarding and destruction may be required in the execution of tasking associated with this contract. Administratively sensitive information/data must not be shared outside of the specific work areas. All personnel with access to privacy act data in support of this contract must sign a privacy act certification. C.10 NON-DISCLOSURE AGREEMENTS (NDAs) (a) NDAs may be utilized to allow for access to company sensitive/proprietary data. For tasks requiring NDAs the contractor shall obtain appropriate agreements for all of their employees that are associated with the task requiring such an agreement. (b) Contractor personnel may be required, from time to time to sign non-disclosure statements as applicable to specific PWS tasking. The COR will notify the contractor of the number and type of personnel that will need to sign the Non-Disclosure Agreements. The signed Non-Disclosure Agreements shall be executed prior to accessing data or providing support for information that must be safeguarded and shall be returned to the COR for endorsement and retention. Copies of all executed NDAs shall be provided to the COR. C.11 NON-PERSONAL SERVICES/INHERENTLY GOVERNMENTAL FUNCTIONS (a) The Government will neither supervise contractor employees nor control the method by which the contractor performs the required tasks. The Government will not direct the hiring, dismissal or

19 17 of 61 reassignment of contractor personnel. Under no circumstances shall the Government assign tasks to, or prepare work schedules for, individual contractor employees. It shall be the responsibility of the contractor to manage its employees and to guard against any actions that are of the nature of personal services or give the perception that personal services are being provided. If the contractor feels that any actions constitute, or are perceived to constitute personal services, it shall be the contractor's responsibility to notify the Contracting Officer immediately in accordance with the clause (b) Inherently-Governmental functions are not within the scope of this Task Order. Decisions relative to programs supported by the contractor shall be the sole responsibility of the Government. The contractor may be required to attend technical meetings for the Government; however, they are not, under any circumstances, authorized to represent the Government or give the appearance that they are doing so. C.12 IDENTIFICATION BADGES The contractor shall be required to obtain identification badges from the Government for all contractor personnel requiring regular access to Government property. The identification badge shall be visible at all times while employees are on Government property. The contractor shall furnish all requested information required to facilitate issuance of identification badges and shall conform to applicable regulations concerning the use and possession of the badges. The contractor shall be responsible for ensuring that all identification badges issued to contractor employees are returned to the appropriate Security Office within 48 hours following completion of the Task Order, relocation or termination of an employee, and upon request by the Contracting Officer. C.13 CONTROL OF CONTRACTOR PERSONNEL The contractor shall comply with the requirements of NAVSEA and NSWCDD instructions regarding performance in Government facilities. All persons engaged in work while on Government property shall be subject to search of their persons (no bodily search) and vehicles at any time by the Government, and shall report any known or suspected security violations to the appropriate Security Department. Assignment, transfer, and reassignment of contractor personnel shall be at the discretion of the contractor. However, when the Government directs, the contractor shall remove from contract performance any person who endangers life, property, or national security through improper conduct. All contractor personnel engaged in work while on Government property shall be subject to the Standards of Conduct contained in SECNAVINST J. C.14 DIGITAL DELIVERY OF DATA (a) Delivery by the Contractor to the Government of certain technical data and other information is now frequently required to be made in digital form rather than in hardcopy form. The method of delivery of such data and/or other information (i.e., in electronic, digital, paper hardcopy, or other form) shall not be deemed to affect in any way either the identity of the information (i.e., as technical data or computer software ) or the Government s and the Contractor s respective rights therein. (b) Whenever technical data and/or computer software deliverables required by this contract are to be delivered in digital form, any authorized, required, or permitted markings relating to the Government s rights in and to such technical data and/or computer software must also be digitally included as part of the deliverable and on or in the same medium used to deliver the technical data and/or software. Such markings must be clearly associated with the corresponding technical data and/or computer software to which the markings relate and must be included in such a way that the marking(s) appear in human-readable form when the technical data and/or software is accessed and/or used. Such markings must also be applied in conspicuous human-readable form on a visible portion of any physical medium used to effect delivery of the technical data and/or computer

20 18 of 61 software. Nothing in this paragraph shall replace or relieve the Contractor s obligations with respect to requirements for marking technical data and/or computer software that are imposed by other applicable clauses such as, where applicable and without limitation, DFARS and/or DFARS (c) Digital delivery means (such as but not limited to Internet tools, websites, shared networks, and the like) sometimes require, as a condition for access to and/or use of the means, an agreement by a user to certain terms, agreements, or other restrictions such as but not limited to Terms of Use, licenses, or other restrictions intended to be applicable to the information being delivered via the digital delivery means. The Contractor expressly acknowledges that, with respect to deliverables made according to this contract, no such terms, agreements, or other restrictions shall be applicable to or enforceable with respect to such deliverables unless such terms, agreements, or other restrictions expressly have been accepted in writing by the Contracting Officer; otherwise, the Government s rights in and to such deliverables shall be governed exclusively by the terms of this task order. C.15 USE OF INFORMATION SYSTEM (IS) RESOURCES (a) Contractor Provision of IS Resources Except in special circumstances explicitly detailed elsewhere in this document, the Contractor shall provide all IS resources needed in the performance of this contract. This includes, but is not limited to computers, software, networks, certificates, and network addresses. (b) Contractor Use of NSWCDD IS Resources (1) In the event that the contractor is required to have access to NSWCDD IS resources, the login name used for access shall conform to the NMCI login naming convention. If the contractor requires access to applications/systems that utilize client certificates for authentication, the contractor is responsible for obtaining requisite certificates from a DOD or External Certificate Authority. (2) If this contract requires that the contractor be granted access and use of NSWCDD IS resources (at any site), the IS shall be accredited for contractor use in accordance with procedures specified by the Information Assurance Office. (c) Connections Between NSWCDD and Contractor Facilities If there is a requirement (specifically delineated elsewhere in this contract) for interconnection (e.g., link level or Virtual Private Network (VPN)) between any facilities and/or ISs owned or operated by the contractor and ISs owned or operated by NSWCDD, such interconnection shall take place only after approval from the Information Assurance Office. All such connections as well as the ISs connected thereto will be accredited in accordance with DOD policy (DODI ) by the cognizant Designated Approving Authority (DAA) and comply with the requirements of CJCSI B regarding Memorandums of Agreement. All such connections will be made outside the appropriate NSWCDD firewall. C.16 SUBCONTRACTORS/CONSULTANTS In addition to information required by FAR Alternate 1 (JUN 2007), the contractor shall include the following information in requests to add subcontractors or consultants during performance, regardless of subcontract type or pricing arrangement. (1) Clearly present the business case for the addition of the subcontractor/consultant, (2) If applicable, the impact on subcontracting goals, and (3) Impact on providing support at the contracted value

21 19 of 61 C.17 Ddl-C30 HAZARDOUS MATERIALS USED ON GOVERNMENT SITE (a) This clause applies if hazardous materials are utilized at any time during the performance of work on a Government site. Under this Task Order, Hazardous materials are defined in Federal Standard No. 313 and include items such as chemicals, paint, thinners, cleaning fluids, alcohol, epoxy, flammable solvents, or asbestos. (b) The contractor shall have an active Hazard Communication Program in place for all contractor employees per 29 C.F.R Before delivery of any hazardous materials onto Government property, the Contractor shall provide the both the Contracting Officer and the Contracting Officer's Representative (COR) with an inventory and Material Safety Data Sheet (MSDS) for these materials. C.18 Dd1-C41 TERMINATION OF EMPLOYEES WITH NSWCDD BASE ACCESS (a) The Contractor shall ensure that all employees who have a NSWCDD badge and or vehicle sticker turn in the badge and remove the vehicle sticker immediately upon termination of their employment under this order. The above requirement shall be made a part of the standard employee facility clearance procedures for all separated personnel. The Contractor shall advise NSWCDD Physical Security of all changes in their personnel requiring NSWCDD base access. (b) For involuntarily separated personnel and those separated under adverse circumstances, the Contractor shall notify NSWCDD Physical Security in advance of the date, time, and location where the NSWCDD representative may physically remove the employee s vehicle sticker and retrieve the NSWCDD badge prior to the employee departing the Contractor s facility. In the event the employee is separated in his or her absence, the Contractor shall immediately notify NSWCDD Physical Security of the separation and make arrangements between the former employee and NSWCDD Physical Security for the return of the badge and removal of the sticker. C.19 HQ C ITEM(S) - DATA REQUIREMENTS (NAVSEA) (SEP 1992) The data to be furnished hereunder shall be prepared in accordance with the Contract DataRequirements List, DD Form 1423, Exhibit (A), attached hereto. C.20 HQ-C CONTRACTOR'S PROPOSAL (NAVSEA) (JAN 2008) (a) Performance of this contract by the Contractor shall be conducted and performed in accordance with detailed obligations to which the Contractor committed itself in Proposal dated in response to NSWCDD Solicitation No. N R (b) The technical volume(s) of the Contractor's proposal is incorporated by reference and hereby made subject to the provisions of the "ORDER OF PRECEDENCE" (FAR ) clause of this contract. Under the "ORDER OF PRECEDENCE" clause, the technical volume of the Contractor's proposal referenced herein is hereby designated as item (f) of the clause, following "the specification" in the order of precedence. C.21 HQ C MINIMUM INSURANCE REQUIREMENTS (NAVSEA) (SEP 1990) In accordance with the clause of this contract entitled "INSURANCE--WORK ON A GOVERNMENT INSTALLATION" (FAR ), the Contractor shall procure and maintain insurance, of at least the kinds and minimum amounts set forth below: (a) Workers' Compensation and Employer's Liability coverage shall be at least $100,000, except as provided in FAR (a).