1. CONTRACT ID CODE PAGE OF PAGES AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT U 1 3

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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) 12-May 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. Gryphon Technologies 80 M Street SE, Suite 600 Washington, DC DC B. DATED (SEE ITEM 11) CAGE CODE [X] 10A. MODIFICATION OF CONTRACT/ORDER NO. - 10B. DATED (SEE ITEM 13) 05TP2 FACILITY CODE 01-Apr 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) This Unilateral Modification is pursuant to FAR 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) Christina S Good, Contracting Officer 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /s/christina S Good 12-May-2015 (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 3 GENERAL INFORMATION The purpose of this modification is to add an increment of funds and to correct ACRNs from Mod 67. The ACRN correction is reflected in Section G as follows: From CLIN CR to CLIN CT From CLIN CR to CLIN CT Accordingly, said Task Order is modified as follows: The Line of Accounting information is hereby changed as follows: : From: CR YV 252 SH D A To: CT YV 252 SH D A : From: CR YV 252 SH D A To: CT YV 252 SH D A The total amount of funds obligated to the task is hereby increased from to $7,174, CLIN/SLIN Type Of Fund From ($) By ($) To ($) 77 OPN RDT&E by The total value of the order is hereby increased from by to $8,292, The Period of Performance of the following line items is hereby changed as follows: CLIN/SLIN From To A conformed copy of this Task Order is attached to this modification for informational purposes only. AID: DISTRIBUTION Hardcopy File CXS12 FSC: AC36 EDA DFAS-CO / South Entitlement Operations

3 3 of 3 DCMA Maryland DCAA Contractor - W03/Deanna Kau

4 1 of 54 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 1000 D306 Programmatic and Technical engineering services for C5I Modernization for MAAC Class Ships for the Base period 01 Apr 08 thru 31 March 09, in accordance with Section C. FEE has been finalized in MOD 18. (Fund Type - TBD) $824, D306 Award (O&MN,N) D306 MOD 02 (O&MN,N) D306 MOD 03 MOD 04 (O&MN,N) 10 D306 MOD 05 (O&MN,N) D306 MOD 06 (O&MN,N) D306 MOD 06 (O&MN,N) D306 MOD 07 (O&MN,N) D306 MOD 07 (O&MN,N) D306 MOD 07 (O&MN,N) D306 MOD 08 (O&MN,N) D306 MOD 09 (O&MN,N) D306 MOD 09 (O&MN,N) D306 MOD 09 (O&MN,N) D306 MOD 11 (O&MN,N) D306 MOD 11 (O&MN,N) D306 MOD 11 (O&MN,N) D306 MOD 11 (O&MN,N) D306 MOD 18 (WCF) 1100 D306 Programmatic and Technical engineering services for C5I Modernization for MAAC Class Ships for the Option 1 period 01 Apr 09 thru 31 March 10, in accordance with Section C. FEE has been finalized in MOD 25 (Fund Type - TBD) $1,123, D306 MOD 10, (O&MN,N)

5 2 of 54 Item PSC Supplies/Services Qty Unit Est. Cost Fixed Fee CPFF D306 MOD 13 (O&MN,N) D306 MOD 13 (O&MN,N) 11 D306 MOD 13 (O&MN,N) D306 MOD 14 (O&MN,N) D306 MOD 14 (O&MN,N) D306 MOD 14 (O&MN,N) D306 MOD 14 (O&MN,N) D306 MOD 17 (O&MN,N) D306 MOD 19 (O&MN,N) D306 MOD 19 (O&MN,N) D306 MOD 19 (O&MN,N) D306 MOD 24 (O&MN,N) 1150 D306 Joint Strike Fighter (JSF) Support. Programmatic and Technical engineering services for C5I Modernization for MAAC Class Ships for Option Period 01 Apr 09 thru 31 March 09, in accordance with Section C. Only work uniquely and specifically identifiable to JSF support is chargeable to this CLIN/SLIN. Common support costs which benefit other customers may not be charged to this CLIN/SLIN. FEE has been finalized in MOD 25. (Fund Type - TBD) D306 MOD 15 (O&MN,N) D306 MOD 15 (O&MN,N) D306 MOD 19 (O&MN,N) For ODC Items: Item PSC Supplies/Services Qty Unit Est. Cost 3000 D306 Travel and Other Direct Costs Associated with Base period CLIN (Fund Type - TBD) 1.0 LO $75, D306 ODCs Award (O&MN,N) D306 ODCs MOD 03 ODCs MOD 04 (O&MN,N) D306 ODCs MOD 05 (O&MN,N) 30 D306 ODCs MOD 08 (O&MN,N) D306 ODCs MOD 09 (O&MN,N)

6 3 of 54 Item PSC Supplies/Services Qty Unit Est. Cost D306 ODCs MOD 11 (O&MN,N) D306 ODCs MOD 11 (O&MN,N) D306 ODCS MOD 11 (O&MN,N) D306 ODCs MOD 12 (WCF) 3100 D306 Travel and Other Direct Costs associated with Option 1 CLIN (Fund Type - TBD) 1.0 LO $33, D306 ODCs MOD 10 (O&MN,N) D306 ODCs MOD 13 (O&MN,N) D306 ODCs MOD 14 (O&MN,N) 31 D306 ODCs MOD 17 (O&MN,N) 3150 D306 Travel and ODCs supporting CLIN 3150, Joint Strike Fighter (JSF). Option 1. (O&MN,N) 1.0 LO For Cost Type Items: Item PSC Supplies/Services Qty Unit Est. Cost Fixed Fee CPFF 4000 D306 Programmatic and Technical engineering services for C5I Modernization for MAAC Class Ships for the Option 2 period 01 Apr 10 thru 31 March 11, in accordance with Section C. (Fund Type - TBD) $981, D306 MOD 20, (O&MN,N) D306 MOD 21, (O&MN,N) D306 MOD 22, (O&MN,N) 40 D306 MOD 22, (O&MN,N) D306 MOD 25, (O&MN,N) D306 MOD 25, (O&MN,N) D306 Mod 26, (O&MN,N) D306 Mod 26, (O&MN,N) D306 Mod 26, (O&MN,N) D306 Mod 26, (O&MN,N) D306 Mod 29, (O&MN,N) 4050 D306 Joint Strike Fighter (JSF) Support. Programmatic and Technical engineering services for C5I Modernization for MAAC Class Ships for Option Period 01 Apr 10 thru 31 March 10, in accordance with Section C. Only work uniquely and specifically identifiable to JSF 0.0 HR $0.00 $0.00 $0.00

7 4 of 54 Item PSC Supplies/Services Qty Unit Est. Cost Fixed Fee CPFF support is chargeable to this CLIN/SLIN. Common support costs which benefit other customers may not be charged to this CLIN/SLIN (Fund Type - TBD) 4100 D306 Programmatic and Technical engineering services for C5I Modernization for MAAC Class Ships for the Option 3 period 01 Apr 11 thru 31 March 12, in accordance with Section C. (Fund Type - TBD) $661, D306 Labor Funding for Option Yr. 3. C5I Modernization WBS# CERS-NAV Subtask# W24-Ship Integration TPS# NAV WCD 09/30/11 Exp. Date 09/30/11 Hull: LSEA, WAW# (Fund Type - OTHER) D306 Labor Funding for Option Yr. 3. C5I Modernization WBS# CERS-NAV Subtask# W24-Warfare Sys Eng TPS# NAV Amphibious Ships WCD 09/30/11 Exp. Date 09/30/11 WAW# (O&MN,N) D306 Labor Funding for Option Yr. 3. C5I Modernization WBS# CERS-NAV Subtask# W24-Combat Systems Amphibious Ships WCD 09/30/11 Exp. Date 09/30/11 WAW# (O&MN,N) 41 D306 Labor Funding for Option Yr. 3. C5I Modernization WBS# CERS-NAV Subtask# W24-Ship Integration TPS# NAV WCD 09/30/11 Exp. Date 09/30/11 Hull: LSEA, WAW# (O&MN,N) D306 Mod 30 (Labor) funding for Option Yr. 3. C5I Modernization W24 Combat Systems (O&MN,N) D306 Mod 30 (Labor) funding for Opt. Yr. 3. C5I Modernization W24 Ship Integration (O&MN,N) D306 Mod 30 (Labor) funding for Opt. Yr. 3. C5I Modernication W24 Warfare Sys. Eng. (O&MN,N) D306 Mod 30 (Labor) funding for Opt. Yr. 3. C5I Modernization W24 Ship Integration (O&MN,N) D306 Mod 31 (Labor) funding for C51 Modernization W24 Combat

8 5 of 54 Item PSC Supplies/Services Qty Unit Est. Cost Fixed Fee CPFF Systems/Amphibious Ships (O&MN,N) D306 Mod 32 (Labor) funding for C51 Modernization W24 Ship Integration Amphibious Ships (O&MN,N) D306 Mod 33 (Labor) funding for C51 Modernization W24 Combat Systems (O&MN,N) D306 Mod 34 (Labor) funding for WE 2 LHA 8 CAD (RDT&E) D306 Mod 35 (Labor) funding for C51 Modernization W24APH (O&MN,N) 4200 D306 Programmatic and Technical engineering services for C5I Modernization for MAAC Class Ships for the Option 4 period 01 Apr 12 thru 31 March 13, in accordance with Section C. (Fund Type - TBD) $996, D306 MOD 36 Labor Funding WE #2 LHA8 C51 Modernization (RDT&E) D306 MOD 37 Labor Funding WE #2 LHA8 (RDT&E) D306 MOD 38 Labor Funding for Combat Systems (O&MN,N) 42 D306 MOD 38 Labor Funding for Ship Integration (O&MN,N) D306 MOD 38 Labor Funding for WCA Amphibs (O&MN,N) D306 MOD 38 Labor Funding for WE# 2, WCA Amphibs (RDT&E) D306 MOD 40 Labor Funding for WE# 1 LPD 17 C51 Modernization (O&MN,N) D306 MOD 41 Labor Funding for WE# 1 LSEA & SEA21MB1 (O&MN,N) D306 MOD 41 Labor Funding for WE# 1, Task/subtask: LSEA1/LS003 (O&MN,N) D306 MOD 42 Labor Funding for WE# 2 NSWCALHA08 support MOD 49 DE-OB (RDT&E) D306 MOD 43 Labor Funding for SSDSLPD 17 Class Combat Systems Eng. (CSE) Support MOD 49 DE-OB (O&MN,N) 4300 D306 C5I Modernization (Fund Type - TBD) $959, D306 MOD 44 Labor funding for Option Period 5Ship Integration WE# 1. (O&MN,N)

9 6 of 54 Item PSC Supplies/Services Qty Unit Est. Cost Fixed Fee CPFF D306 MOD 45 Labor funding for WE# 2 SSDS LHA8 (RDT&E) D306 MOD 46 Labor funding for WE# 1 LPD 17 Combat Systems Engineering Support (O&MN,N) 43 D306 MOD 46 Labor funding for WE# 2 LHA8 Support (RDT&E) D306 MOD 47 Labor Funding for WE# 1 SSDS Support (O&MN,N) D306 MOD 47 Labor funding for WE# 2 SSDS Support (RDT&E) D306 MOD 48 Labor Funding for WE 2 LHA 8 Ship Intregration (RDT&E) D306 MOD 48 Labor Funding for WE# 1 Warfare Sys. Eng. (O&MN,N) D306 MOD 51 LABOR FUNDING (O&MN,N) D306 MOD 52 LABOR FUNDING FOR WE1 (O&MN,N) D306 MOD 53 Labor Funding for WE# 1 Warfare Sys. Eng. (O&MN,N) 4400 D306 Programmatic and Technical engineering services for Option Period 6 IAW Section C. (Fund Type - TBD) $978, D306 MOD 53 FOR WE1 LABOR FUNDING (O&MN,N) D306 MOD 54 INCREMENTAL FUNDING FOR SSDS2 (RDT&E) D306 MOD 57 INCREMENTAL FUNDING (O&MN,N) 44 D306 MOD 58 INCREMENTAL FUNDING (OPN) D306 MOD 59 INCREMENTAL FUNDING FOR WE2 -, MOD 65 ADD FROM SLIN (RDT&E) D306 MOD 60 - INCREMENTAL FUNDING FOR WE1 - (OPN) D306 MOD 61 - INCREMENTAL FUNDING FOR WE1 - (O&MN,N) D306 MOD 62 - INCREMENTAL FUNDING FOR WE2 - (RDT&E) D306 MOD 63 - INCREMENTAL FUNDING FOR WE 1 - (O&MN,N) D306 MOD 64 - INCREMENTAL FUNDING FOR WE 2 - (RDT&E)

10 7 of 54 Item PSC Supplies/Services Qty Unit Est. Cost Fixed Fee CPFF D306 MOD 65 - INCREMENTAL FUNDING FOR WE 2 - (RDT&E) D306 MOD 65 - INCREMENTAL FUNDING FOR WE 1 - (O&MN,N) For ODC Items: Item PSC Supplies/Services Qty Unit Est. Cost 6000 D306 Travel and Other Direct Costs associated with Option 2 CLIN (Fund Type - TBD) 1.0 LO $36, D306 MOD 22, ODCs, (O&MN,N) D306 MOD 26, ODCs, (O&MN,N) D306 Mod 26, ODCs, (O&MN,N) 6100 D306 Travel and Other Direct Costs associated with Option 3 CLIN (Fund Type - TBD) 1.0 LO $54, D306 ODC Funding for Option Yr. 3. C5I Modernization WBS# CERS-NAV Subtask# W24-Combat Systems Amphibious Ships WCD 09/30/11 Exp. Date 09/30/11 WAW# (O&MN,N) D306 Mod 30 (ODC) funding Option Yr. 3. C5I Modernizatio W24 Ship Integration (O&MN,N) D306 MOD 33 (ODC) Funding for C51 Modernization W24 Combat Systems (O&MN,N) 6200 D306 Travel and Other Direct Costs associated with Option 4 CLIN (Fund Type - TBD) 1.0 LO $109, D306 MOD 38 ODC Funding for Ambhibious Ships (O&MN,N) D306 MOD 38 ODC Funding for WCA: Amphib (O&MN,N) D306 MOD 39 ODC Funding for WE# 2 (O&MN,N) 62 D306 MOD 41 ODC Funding for WE#1 LSEA & SEA21MB1 Combat System Integration & Eng. Activity (O&MN,N) D306 MOD 41 ODC Funding for WE# 1, LSEA1/LS003 MOD 49 DE-OBLIGATION OF (O&MN,N) 6300 D306 Travel ODCs associated with CLIN 4300 (Fund Type - TBD) 1.0 LO $50, D306 MOD 44 ODC Funding for Ship Integration WE# 1 (O&MN,N) D306 MOD 45 ODC Funding for WE# 2 SSDS LHA8 (RDT&E) D306 MOD 47 ODC Funding for WE# 1 SSDS SUPPORT (O&MN,N) 63 D306 MOD 47 ODC Funding for WE# 2 SSDS Support (RDT&E) D306 MOD 48 ODC Funding for WE# 1 Warfare Sys. Eng. support (O&MN,N) D306 MOD 52 ODC Funding for WE# 1 Warfare Sys. Eng. support (O&MN,N) D306 MOD 53 ODC Funding for WE# 1 Warfare Sys. Eng. support (O&MN,N)

11 8 of 54 Item PSC Supplies/Services Qty Unit Est. Cost 6400 D306 ODC in support of CLIN 4400 (Fund Type - TBD) 1.0 LO $44, D306 MOD 53 ODC (O&MN,N) D306 MOD 56 ODC (SCN) D306 MOD 59 ODC for WE 2, MOD 65 MOVED TO LABOR SLIN (RDT&E) 64 D306 MOD 61 ODC FOR WE 1 (O&MN,N) For Cost Type Items: Item PSC Supplies/Services Qty Unit Est. Cost Fixed Fee CPFF 7700 D306 Programmatic and Technical engineering services for Option Period 6 IAW Section C. (Fund Type - TBD) $1,238, D306 MOD 66 - INCREMENTAL FUNDING FOR WE 2 - (RDT&E) D306 MOD 67 - INCREMENTAL FUNDING FOR FOR WE1, 2410 IS BEING INVOKED (O&MN,N) D306 MOD 67 - INCREMENTAL FUNDING FOR FOR WE2, 2410 IS BEING INVOKED (RDT&E) 77 D306 MOD - INCREMENTAL FUNDING FOR FOR WE1, 2410 IS BEING INVOKED (OPN) D306 MOD - INCREMENTAL FUNDING FOR FOR WE2, 2410 IS BEING INVOKED (RDT&E) For ODC Items: Item PSC Supplies/Services Qty Unit Est. Cost 9700 D306 ODC in support of CLIN 7700 (Fund Type - OTHER) 1.0 LO $62, D306 MOD 66 - INCREMENTAL FUNDING FOR WE 2 - (RDT&E) D306 MOD 67 - INCREMENTAL FUNDING FOR WE IS HEREBY INVOKED (O&MN,N) D306 MOD 67 - INCREMENTAL FUNDING FOR WE IS HEREBY INVOKED (RDT&E) USE WHOLE DOLLARS ONLY All proposals shall be rounded to the nearest dollar.

12 9 of 54 TYPE OF ORDER This is a Term (LOE) order. Items in the 1x00 and the 4x00 series are cost plus fixed fee type Items in the 3x00 and the 6x00 series are cost type ADDITIONAL CLINS Additional CLINs may be unilaterally created by the Contracting Officer during the performance of this Task Order to accommodate the multiple types of funds that may be used under this Order. These modifications will not change the overall level of effort, estimated cost, or fixed fee of the task order. EXPEDITING ORDER CLOSEOUT (NAVSEA) (DEC 1995) (a) As part of the negotiated fixed price or total estimated amount of this task order, both the Government and the Contractor have agreed to waive any entitlement that otherwise might accrue to either party in any residual dollar amount of $500 or less at the time of final contract closeout. The term "residual dollar amount" shall include all money that would otherwise be owed to either party at the end of the contract, except that, amounts connected in any way with taxation, allegations of fraud and/or antitrust violations shall be excluded. For purposes of determining residual dollar amounts, offsets of money owed by one party against money that would otherwise be paid by that party may be considered to the extent permitted by law. (b) This agreement to waive entitlement to residual dollar amounts has been considered by both parties. It is agreed that the administrative costs for either party associated with collecting such small dollar amounts could exceed the amount to be recovered.

13 10 of 54 SECTION C DESCRIPTIONS AND SPECIFICATIONS C.1 BACKGROUND In support of Command, Control, Communications, Computers, Command and Intelligence (C5I) Modernization, the Naval Surface Warfare Center, Dahlgren Division (NSWCDD) is tasked by the Naval Sea Systems Command (NAVSEA) SEA 21 Team Ships to provide Programmatic and Technical engineering, design, and integration support for all PMS 470 Mine, Amphibious, Auxiliary, and Command (MAAC) Class Ships including Mine (MCM 1, MHC 51), Amphibious (LHD 1, LHA 1, LPD 4, LPD 17, LSD 41/49), Patrol Craft (PC1), Auxiliary (AOE 1/6, AS 39 and ARS 50), and Command (LCC 19/20, AGF 3) Class Ships and future MAAC ships including LPD 17 class and LHA 6 class. These efforts include C5I integration and engineering, development of support for the Ship Integration Working Group (SIWG), review and develop Ship Change Documents (SCDs), associated technical information, maintenance (C5I Ship Impact Report), update of supporting databases, and participation in programmatic and technical meetings. C.2 CONTRACT GOALS The primary goals of this contract are to provide Programmatic, Systems Engineering, Integration, Planning, and Design engineering services in support of C5I Modernization and Strike Force deployments for the MAAC Class Ships. Below is a description of the tasks to be performed by the contractor, location of work, period of performance, deliverable schedule, and special requirements. C.3 TASKS TO BE PERFORMED C.3.1 Review Ship Change Documents (SCDs) Provide technical support and review of SCDs in support of total ship integration engineering for the MAAC Class Ships. The technical support and review of the SCDs shall address change integration for command, control, combat/weapons systems, intelligence, surveillance, navigation, interior communications, radio communications, topside impacts, software impacts, electrical power impacts, cooling requirements, weight impacts and space allocation. The contractor shall ensure changes to C5I spaces also address applicable Marine Corp (MARCOR) and interoperability requirements. Where installation discrepancies are noted the contractor shall provide recommendations for resolution of the discrepancy and where topside impact is determined the contractor shall notify the Integrated Topside Design Team. In support of the review, identify all conjunctive changes by reviewing Target Configuration Date (TCD) Waiver Messages, Non-Standard Installation Messages, Quarterly Installation Plan Messages, General Message traffic, and At-Sea Demonstration/Exercise requirements. C Deliverables SCD Technical Review Comments. Twenty-five (25) per month. C.3.2 Prepare Ship Change Documents Provide technical support to fleet and other program office SCDs preparers for initial review and submittal. The preparation/prescreen of the fleet SCDs shall include coordination with the Ship/Port Engineer. All SCDs shall be coordinated with Planning Yard representatives to identify the specific requirements to be met and the appropriate solution to mitigate the problem. The preparation/prescreen of Program office SCDs will apply all the tenets of the One Book for successful submission into the SHIPMAIN process. C Deliverables Provide draft SCD, including Technical Analysis (TA), Cost Benefit Analysis (CBA), Alteration Figure of Merit (AFOM) analysis, and planning documents/rationale in support of fleet/program office change request. Provide reports/rationale for prescreen SCDs. An estimate of twenty-four (24) prescreen requirements per year with delivery of documentation or report ten (10) working days after identification of a design/installation issue. Provide final documentation 30 days after tasking. C.3.3 Develop Ship Impact Assessment (SIA) Reports

14 11 of 54 Develop and update reports detailing impact of integration of new SCD/Shipalts with current ship infrastructure. This impact report will not only detail impact of the new equipment but will also focus on the impact of current ship services. Provide technical input and support for integration of the SCDs into current shipboard command, control, combat/weapons systems, intelligence, surveillance, navigation, interior communications, radio communications, topside, software, electrical power, cooling requirements, weight impacts and space allocation for Amphibious, Command and Auxiliary Ships (hull-specific, class, and strike group). Liaison with availability/platform managers, port engineers, waterfront representation, planning yards, and SYSCOM experts (ex. MARCOR, NAVAIR, SPAWAR, etc.) to address C5I related issues. C Deliverables Provide reports within 20 days on SCDs, as assigned, based on phase/completeness of the change information. It is estimated that no more than six (6) SIA reports per month will be required. These SIAs will require update within 20 days, as assigned, and as SCDs progress from initial phase to final phase. C.3.4 Provide Technical Support Provide technical input and support for MAAC Ships to identify and respond to C5I and Fleet Modernization Program (FMP) technical issues. Provide technical input and support for the initial analysis of change issues to the integration of command, control, combat/weapons systems, intelligence, surveillance, navigation, interior communications, radio communications, topside, software, electrical power, cooling requirements, weight impacts and space allocation for Amphibious, Command and Auxiliary Ships (hull-specific, class, and strike group). Liaison with availability/platform managers, port engineers, waterfront representation, planning yards, and SYSCOM experts (ex. MARCOR, NAVAIR, SPAWAR, etc.) to address C5I related issues. Based on proposed/planned changes, provide technical inputs and review of ship technical design documentation to determine impact to the Combat System. C Deliverables Provide technical responses regarding C5I Integration/Engineering issues (ex. C5I Modernization, Top Management Attention/Issue (TMA/I) items, SHIPMAIN drills, technical design, etc..) It is expected that the contractor will be required to respond to five (5) technical issues per month. C.3.5 Develop C5I Ship Impact Report (CSIR) Data Packages Develop CSIRs in support of the SIWG detailing impacts caused by incorporation of SCDs/SIAs programmed to be accomplished during Chief of Naval Operations (CNO) scheduled availability. Develop plan and presentation materials for C5I changes to each ship within a twenty-four (24) month availability planning window detailing integrated impacts/issues to support programmatic requirements of PMS 470/NAVSEA 21FT, Ship Design Managers, Program Acquisition Resource Managers (PARMs), and SYSCOM experts such as SPAWAR, NAVAIR, and MARCORSYSCOM. C Deliverables Preliminary CSIRs to be delivered 30 days prior to planned SWIG meetings with final reports delivered 10 calendar days prior to scheduled meetings. Update CSIRs as required within thirty (30) days after SIWG to incorporate results of the SIWG and other programmatic direction. A CSIR is required for each ship/class with an upcoming availability in the next 24 months. C.3.6 Develop Integrated Data Packages (IDP) Develop IDPs in support of the SIWG detailing impacts caused by incorporation of several SCDs/SIAs to be accomplished during a CNO scheduled availability. Develop an integrated engineering package using extracts from planning data in Navy Data Environment-Navy Modernization (NDE-NM), current ship configuration data, and new equipment Installation Control Drawings (ICDs) to develop impacts to affected spaces/systems, sketches of intersystem (Combat Systems, Comm. Systems and other hotel services) interfaces, impacts to interior communications, radio communications, topside, electrical power, cooling requirements, weight impacts and space allocation. Refine/collaborate with ship planning yards to ensure development of Ship Installation Drawings (SIDs) and appropriate planning is accomplished to enhanced availability effectiveness/efficiency during the yard industrial/testing periods.

15 12 of 54 C Deliverables Develop IDPs as assigned. Estimated rate of no more than one package per ship class/per year. Delivery of the IDP will be determined dependant on number/complexity of changes incorporated during the particular ship/class availability. C.3.7 Provide Meeting Support Participate in and provide inputs to periodic internal and external technical and program reviews, briefings and reports. C Deliverables Briefings, minutes and action items, for approximately five (5) meetings per month, provided three (3) working days after the meeting. Travel is required approximately one (1) time per month. C.3.8 Maintain C5I Software and Hardware Configuration Matrices Update and complete the C5I Software and Hardware Configuration Matrix. Develop and maintain C5I Ship Impact reports which will be the basis for support of the SIWG on a quarterly basis. Maintain and update Software and Hardware Configuration Matrices. The matrices shall contain current and future data on the C5I configuration. This effort will track ship configuration changes using the NDE, the Afloat Master Planning System (AMPS) database, and analysis of Ship Maintenance Availability status reports. C Deliverables Software and Hardware Matrices updated bi-weekly and delivered once a month. C.3.9 Maintain Consolidated Software Delivery (CSD) Schedules Update, maintain, and complete the CSD schedules. The schedule shall contain current and future data on the combat system configuration. This effort will track ship configuration changes using the NDE, the AMPS database, fleet messages, and analysis of Ship Maintenance Availability status reports. C.3.10 Document Delivery Information A single copy of all required reports covered in section C.3 are to be distributed via electronic media to the Task Order Manager unless otherwise directed. Documentation shall be prepared using NMCI-approved Microsoft applications. Electronic submission via is acceptable unless otherwise directed by the TOM. C.4 Progress and Cost Reports The Contractor shall provide a monthly status report to both the Task Order Manager (TOM) and Contract Specialist, identified in Section G of the contract, beginning one month after award and monthly thereafter. The report should describe contract performance and financial status. The report shall reflect both prime and subcontractor data at the same level of detail. The report will include a summary of work. Any major risk factors or other issues will be identified as appropriate. Travel accomplished will be identified, along with any results and meeting minutes. Delivery shall be via in an NMCI-approved format and/or hardcopy. While contractor format is acceptable, with Government approval, the following information at a minimum, shall appear in each Monthly Report: a) Administrative Data: 1) Contract and Order Number, title, period of performance, and total value. 2) Current period of performance, CLINs, and CLIN ceiling 3) Period covered by report 4) Chronology of order modifications (number, date, description)

16 13 of 54 5) List of approved key personnel and labor category b) Performance Data: 1) Work performed by Task Area including deliverables and program support c) Financial Data: 1) Base Period/Option Value 2) Anticipated Budget 3) Funds Received 4) Total Expenditures 5) Hours and Dollars Expended by Labor Category 6) Non-Labor Dollars Expended 7) Total Dollars Expended 8) Anticipated need date and amount for next incremental funding C.5 Deliverables Acceptance Criteria Contractor performance in each of the Tasks listed in Section C.3 will be evaluated against the following standard criteria: a) Timeliness. Delivery of products and services are within deadlines identified by the TOM or his representative. b) Quality. Products are complete, well coordinated with all related managers and personnel, and presented in a concise and understandable format. Services are provided in a professional, unbiased manner. c) Accuracy. Information conveyed by products and services are factually accurate and, where applicable, annotated with supporting source. C.6 Special Requirements C.6.1 Security Clearances The Department of Defense Contract Security Classification Specification (DD Form 254) (Attachment J.1) provides the security classification requirements for this order. The Contractor shall obtain facility and personnel security clearances 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. The Government will provide the required coordination and approvals for contractor visits to the facilities and points of contacts to be visited in support of this contract. The Contractor shall hold a DD Form 254 on file to facilitate required travel requirements. Key personnel assigned to this contract must have at least a SECRET security clearance. C.6.2 Facility Clearance The contractor shall hold a DD Form 254 on file to indicate the facilities have the capacities and procedures to receive or produce classified data. C.6.3 Government Furnished Information The Government will provide data and information such as C5I Modernization Configurations, design documentation, planned upgrades, and alteration information for applicable ships as well as NAVSEA meeting schedules and agendas. The appropriate points of contact for stakeholder, and any relevant standards, instruction, or operational procedures will be provided within a reasonable time commensurate with schedules for deliverables. The Government will also provide access to Navy Marine Corps Intranet (NMCI) resources if required.

17 14 of 54 C.7 Travel Requirements Travel will be as directed by the government and will include visits and coordination with those activities that currently support the MAAC Class Ships. The following is an annual estimate of the travel that may be executed during the course of this task: C.8 Other Information C.8.1 Place of Performance Number of Trips Number of Days Number of People Location San Diego, CA Norfolk, VA Dahlgren, VA Work will be performed primarily at the Contractor s facility, which shall be within one-hour commute of the Washington Navy Yard in Washington, D.C. Meetings and interface with stakeholders will occur primarily at the Washington Navy Yard in Washington, D.C. 70% of all resumed key personnel shall be located within a one (1) hour driving time of the Washington Navy Yard in Washington, D.C. C.8.2 Shipboard Protocol The contractor shall ensure its personnel adhere to these requirements when performing shipboard tasking. Compliance shall be reported in the trip report. - All personnel performing shipboard tasking must possess at least a SECRET Security Clearance. -All personnel, while shipboard, shall conform to the rules and regulations of the ship. It is the responsibility of the contractor to determine the proper rules, regulation, action, policy and procedures. -Alarms- actual or drill shall be reported and procedures appropriately adhered. -Safety- hardhats, tag-outs, safety shoes, goggles, etc. as appropriate shall be utilized. HAZMAT - Bringing hazardous materials aboard, using hazardous materials is strictly prohibited. If the ship vist requires a material assessment of the ship or of the equipment, or if the visit constitutes a material impact on the ship; the designated team lead shall, upon arrival, brief the Commanding Officer or his/her designated representative as to the purporse of the vist and expected duration. The designated team lead shall, upon final departure, debrief the Commanding Officer or his/her designated representative as to the success of the tasking and the operating condition of the affected equipment. C.8.3Technical Instructions Technical instructions as described in Section H may be issued for clarification of specific tasking under this order. (End of Statement of Work) HQ C * ORGANIZATIONAL CONFLICT OF INTEREST (NAVSEA)(JUL 2000) (a) "Organizational Conflict of Interest" means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person's objectivity in performing the order work is or might be otherwise impaired, or a person has an unfair competitive advantage. "Person" as used herein includes Corporations, Partnerships, Joint Ventures, and other business enterprises.

18 15 of 54 (b) The Contractor warrants that to the best of its knowledge and belief, and except as otherwise set forth in the order, the Contractor does not have any organizational conflict of interest(s) as defined in paragraph (a). (c) It is recognized that the effort to be performed by the Contractor under this order may create a potential organizational conflict of interest on the instant order or on a future acquisition. In order to avoid this potential conflict of interest, and at the same time to avoid prejudicing the best interest of the Government, the right of the Contractor to participate in future procurement of equipment and/or services that are the subject of any work under this order shall be limited as described below in accordance with the requirements of FAR 9.5. (d) (1) The Contractor agrees that it shall not release, disclose, or use in any way that would permit or result in disclosure to any party outside the Government any information provided to the Contractor by the Government during or as a result of performance of this order. Such information includes, but is not limited to, information submitted to the Government on a confidential basis by other persons. Further, the prohibition against release of Government provided information extends to cover such information whether or not in its original form, e.g., where the information has been included in Contractor generated work or where it is discernible from materials incorporating or based upon such information. This prohibition shall not expire after a given period of time. (2) The Contractor agrees that it shall not release, disclose, or use in any way that would permit or result in disclosure to any party outside the Government any information generated or derived during or as a result of performance of this order. This prohibition shall expire after a period of three years after completion of performance of this order. (3) The prohibitions contained in subparagraphs (d)(1) and (d)(2) shall apply with equal force to any affiliate of the Contractor, any subcontractor, consultant, or employee of the Contractor, any joint venture involving the Contractor, any entity into or with which it may merge or affiliate, or any successor or assign of the Contractor. The terms of paragraph (f) of this Special Order Requirement relating to notification shall apply to any release of information in contravention of this paragraph (d). (e) The Contractor further agrees that, during the performance of this order and for a period of three years after completion of performance of this order, the Contractor, any affiliate of the Contractor, any subcontractor, consultant, or employee of the Contractor, any joint venture involving the Contractor, any entity into or with which it may subsequently merge or affiliate, or any other successor or assign of the Contractor, shall not furnish to the United States Government, either as a prime contractor or as a subcontractor, or as a consultant to a prime contractor or subcontractor, any system, component or services which is the subject of the work to be performed under this order. This exclusion does not apply to any recompetition for those systems, components, or services furnished pursuant to this order. As provided in FAR , if the Government procures the system, component, or services on the basis of work statements growing out of the effort performed under this order, from a source other than the contractor, subcontractor, affiliate, or assign of either, during the course of performance of this order or before the three year period following completion of this order has lapsed, the Contractor may, with the authorization of the cognizant Contracting Officer, participate in a subsequent procurement for the same system, component, or service. In other words, the Contractor may be authorized to compete for procurement(s) for systems, components, or services subsequent to an intervening procurement. (f) The Contractor agrees that, if after award, it discovers an actual or potential organizational

19 16 of 54 conflict of interest; it shall make immediate and full disclosure in writing to the Contracting Officer. The notification shall include a description of the actual or potential organizational conflict of interest, a description of the action, which the Contractor has taken or proposes to take to avoid, mitigate, or neutralize the conflict, and any other relevant information that would assist the Contracting Officer in making a determination on this matter. Notwithstanding this notification, the Government may terminate the order for the convenience of the Government if determined to be in the best interest of the Government. (g) Notwithstanding paragraph (f) above, if the Contractor was aware, or should have been aware, of an organizational conflict of interest prior to the award of this order or becomes, or should become, aware of an organizational conflict of interest after award of this order and does not make an immediate and full disclosure in writing to the Contracting Officer, the Government may terminate this order for default. (h) If the Contractor takes any action prohibited by this requirement or fails to take action required by this requirement, the Government may terminate this order for default. (i) The Contracting Officer's decision as to the existence or nonexistence of an actual or potential organizational conflict of interest shall be final. (j) Nothing in this requirement is intended to prohibit or preclude the Contractor from marketing or selling to the United States Government its product lines in existence on the effective date of this order; nor, shall this requirement preclude the Contractor from participating in any research and development or delivering any design development model or prototype of any such equipment. Additionally, sale of catalog or standard commercial items are exempt from this requirement. (k) The Contractor shall promptly notify the Contracting Officer, in writing, if it has been tasked to evaluate or advise the Government concerning its own products or activities or those of a competitor in order to ensure proper safeguards exist to guarantee objectivity and to protect the Government's interest. (l) The Contractor shall include this requirement in subcontracts of any tier which involve access to information or situations/conditions covered by the preceding paragraphs, substituting "subcontractor" for "contractor" where appropriate. (m) The rights and remedies described herein shall not be exclusive and are in addition to other rights and remedies provided by law or elsewhere included in this order. (n) Compliance with this requirement is a material requirement of this order. USE OF INFORMATION SYSTEMS (IS) RESOURCES 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 Task Order. IS resources include, but are not limited to, computers, software, networks, and addresses. Contractor Use of NSWCDD IS Resources In the event that the contractor is required to have access to NSWCDD IS resources, the login

20 17 of 54 name (common id) and associated information shall be registered with the NSWCDD site issuing authority. If the contractor requires access to applications/systems that utilize public key (PK) cryptography, the contractor is responsible for obtaining requisite PK certificates from a DOD or External Certificate Authority. 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. The accreditation shall include COR certification that the use and access is required by this contract. Connections Between NSWCDD and Contractor Facilities If there is a requirement (specifically delineated elsewhere in this contract) for interconnection between any facilities and/or ISs owned or operated by the contractor, such interconnection shall take place only after approval from the NSWCDD IS Security 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. Accreditation of Contractor-owned ISs All ISs used in the performance of this contract will be accredited in accordance with the Defense Information Technology System Certification and Accreditation Process by the cognizant NSWCDD DAA. ISs processing classified information will be accredited by Defense Security Services (DSS). DIGITAL DELIVERY OF DATA (a) Delivery by the Contractor to the Government of certain technical data and other data is now frequently required in digital form rather than as hard copy. Such delivery may cause confusion between data rights and computer software rights. It is agreed that, to the extent that any such data is computer software by virtue of its delivery in digital form, the Government will be licensed to use that digital-form data with exactly the same rights and limitations as if the data had been delivered as hard copy. (b) Any limited rights legends or other allowed legends placed by a Contractor on technical data or other data delivered in digital form shall be digitally included on the same media as the digital-form data and must be associated with the corresponding digital-form technical data to which the legends apply to the extent possible. Such legends shall also be placed in humanreadable form on a visible surface of the media carrying the digital-form data as delivered, to the extent possible. Ddl-C30 HAZARDOUS MATERIALS USED ON GOVERNMENT SITE

21 18 of 54 (a) This clause applies if hazardous materials are utilized at any time during the performance of work on a Government site under this 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 TOM with an inventory and Material Safety Data Sheet (MSDS) for these materials. Ddl-C41 TERMINATION OF EMPLOYEES WITH NSWCDD BASE ACCESS The contractor shall insure that all employees who have a NSWCDD badge and/or automobile sticker turn-in the badge and remove the 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 contract personnel requiring NSWCDD base access. 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 automobile 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.

22 19 of 54 SECTION D PACKAGING AND MARKING Packaging and Marking shall be in accordance with Section D of the Seaport-e Contract.

23 20 of 54 SECTION E INSPECTION AND ACCEPTANCE Inspection and Acceptance shall be performed at NSWCDD, Dahlgren, VA by the Task Order Manager (TOM). PERFORMANCE BASED CONTRACT REVIEW AND ACCEPTANCE PROCEDURES (a) This is a performance based contract as defined in FAR Part 37.6 Contractor performance will be evaluated in accordance with the Quality Assurance Surveillance Plan (QASP) provided below. (b) The QASP defines that this evaluation and acceptance will become part of the annual Contractor Performance Assessment Reporting System (CPARS). The contractor may obtain more information regarding the CPARS process at the following internet site: QUALITY ASSURANCE SURVEILLANCE PLAN 1.0 The contractor s performance in each of the task areas of the Statement of Work will be continually monitored in conjunction with the SeaPort-E Contractor Performance Assessment System and the criteria set forth below. The written evaluation will be accomplished on an annual basis prior to exercise of option periods. The results of this evaluation will factor into the Government s option exercise determination and will be taken into account in the contractor s PPIRS evaluation. The primary Government official responsible for the QASP evaluation is the Task Order Manager (TOM) for the order. Other Government individuals having information relevant to the quality of contractor performance may assist the TOM. 2.0 Contractor performance will be assessed on a continuing basis throughout the year based on review and assessment of products and deliverables (technical and management), by observation of personnel during technical meetings and task execution, by monthly progress and status reports for the Contractor, and general contacts with the contractor. 3.0 Contractor performance will be evaluated in five general areas. A rating of Exceptional, Very Good, Satisfactory, Marginal or Unsatisfactory will be assigned to each area. These general areas are described below. The items identified under each area represent the types of considerations to be addressed. They should not be considered an exclusive list. The degree of Government technical direction necessary to solve problems that arise during performance will be a consideration for each area. Improvements made in an area during the evaluation period will also be considered as will degradation in the overall quality of performance. 3.1 Quality of Product or Service Addresses the extent to which the contractor (a) met contract technical requirements, including the technical accuracy and general quality (information conveyed by products and services are factually accurate and, where applicable, annotated with supporting source) and completeness of reports/ data delivered (products are complete, well

24 21 of 54 coordinated with all related managers and personnel, and presented in concise and understandable format); (b) employed methods and approaches to ensure fully successful performance; (c) consistently conveyed his intended approach clearly and completely to ensure that there were no surprises; (d) was proactive and demonstrated initiative; (e) remained flexible to internal or external changes; (f) was effective in developing and implementing process improvements to make the end product development more efficient and the end product display more effective and (g) services are provided in a professional unbiased manner. 3.2 Schedule Addresses the extent to which the contractor met contract schedules, including the need for deadline extensions. Delivery of products and services are within deadlines identified by the TOM or his representative. 3.3 Cost Control Addresses the contractor s overall effectiveness in controlling both direct and indirect costs as well as the incidence of cost overruns. 3.4 Business Relations Addresses the responsiveness of the contractor s upper-level management to Government concerns and needs, the effectiveness of the contractor s management interface with the Government, and the overall cooperativeness and receptiveness of the contractor in dealing with the Government, and the overall cooperativeness and receptiveness of the contractor in dealing with the Government on both technical and management issues. 3.5 Management of Key Personnel Addresses the overall quality of the contractor s team, including their education, relevant experience, skill levels and expertise as well as the degree of compliance with the terms of the contract regarding Key Personnel. Also includes team stability and the effectiveness of the contractor s efforts to retain or attract qualified personnel. Options will only be granted under the task order upon a determination of the contractor's satisfactory performance from the Task Order Manager. QASP EVALUATION RATING LEVELS Exceptional: Performance meets contractual requirements and exceeds many to the Government s benefit. The contractual performance of the element or sub-element being assessed was accomplished with few minor problems for which corrective actions initiated by the contractor were highly effective. Very Good: Performance meets contractual requirements and exceeds some to the Government s benefit. The contractual performance of the element or sub-element being assessed was accomplished with some minor problems for which corrective actions initiated by the contractor were effective. Satisfactory: Performance meets contractual requirements. The contractual performance of the element or sub-element contains some minor problems for which corrective actions taken by the contractor appear or were satisfactory. Government intervention was occasionally required to ensure satisfactory performance. Marginal: Performance does not meet some contractual requirements. The contractual