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

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1 1. CONTRACT ID CODE OF S AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT J EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (If applicable) 01-Dec N/A 6. ISSUED BY CODE N ADMINISTERED BY (If other than Item 6) CODE S0302A Naval Air Warfare Center Training Systems Division Research Parkway Orlando FL Winward.Truitt@Navy.mil DCMA Soldier Systems and Cap - Phoenix TWO RENAISSANCE SQUARE, 40 NORTH CENTRAL AVE., SUITE 400 PHOENIX AZ NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) 9A. AMENDMENT OF SOLICITATION NO. Management & Engineering Technologies International, Inc. dba METI 8600 Boeing El Paso TX B. DATED (SEE ITEM 11) CAGE CODE [X] 10A. MODIFICATION OF CONTRACT/ORDER NO. - 10B. DATED (SEE ITEM 13) 1LX23 FACILITY CODE 01-Dec 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) Option to Extend the Term of the Contract E. IMPORTANT: Contractor [ ] is not, [ X ] is required to sign this document and return 1 copies to the issuing office. 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) SEE 2 15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Barbara Miller, Authorized Company Representative Mona Zahid, Contracting Officer 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED /s/barbara Miller 24-Nov-2014 BY /s/mona Zahid 26-Nov-2014 (Signature of person authorized to sign) (Signature of Contracting Officer) NSN PREVIOUS EDITION UNUSABLE STANDARD FORM 30 (Rev ) Prescribed by GSA FAR (48 CFR)

2 2 of 3 GENERAL INFORMATION The purpose of this modification is to: A. Add Ms. Mona Zahid as the Procurement Contracting Officer. 1) In Section B, exercise option period 2 CLINs (8301, 8302, 8303, 83, 8305, 8307, 9306, and 9307) for a period of performance of 1 December 2014 to 30 November ) In Section G, fully fund CLINs 8301, 8302, 8303, 83, 8305, and 9307 while incrementally funding CLIN ) In Section I, add Limitation of Government s Obligation to account for the incremental funding for CLIN The Line of Accounting information is hereby changed as follows: The total amount of funds obligated to the task is hereby increased from to. CLIN/SLIN Type Of Fund From ($) By ($) To ($) RDT&E RDT&E RDT&E 8301 O&MN,N 8302 APN 8303 APN 83 APN 8305 APN RDT&E RDT&E RDT&E 9306 O&MN,N APN APN APN APN RDT&E APN APN by

3 3 of APN The total value of the order is hereby increased from by to. CLIN/SLIN From ($) By ($) To ($) The Period of Performance of the following line items is hereby changed as follows: CLIN/SLIN From To

4 1 of 54 SECTION B SUPPLIES OR SERVICES AND PRICES CLIN - SUPPLIES OR SERVICES For FFP Items: Item PSC Supplies/Services Qty Unit Unit Price Total Price 5001 R425 Mobolization/Transition Period. Can be funded with RDT&E, O&MN,APN or any combination of appropriations (Fund Type - TBD) 5101 R425 SR Professional (AWTD) Services in Support of PMA205. Can be funded with RDT&E, O&MN or a combination of both (Fund Type -TBD) 1.0 LO 11.0 MO R425 SR PROF (AWTD) IAW SOW 3.2b (O&MN,N) R425 SR PROF (AWTD) IAW SOW 3.2a (RDT&E) 5102 R425 Professional (AWTD) Services in Support of PMA205 (APN) 11.0 MO R425 PROF (AWTD) IAW SOW 3.3 (APN) 5103 R425 Program Analyst (AWTD) Services in support of PMA205 (APN) 10.2 MO R425 PROG ANALYST (AWTD) IAW SOW 3.4 (APN) 51 R425 SR Professional (LVC) Services insupport of PMA 205 (APN) 11.0 MO 5101 R425 SR PROF (LVC) IAWSOW 3.1 (APN) 5105 R425 SME (CAP) Services in support of PMA 205 (APN) 8.9 MO R425 SME CAP IAW SOW 3.1 (APN) For FFP / NSP Items: Item PSC Supplies/Services Qty Unit Unit Price Total Price 5107 Technical Data insupport of CLINs and For FFP Items: Item PSC Supplies/Services Qty Unit Unit Price Total Price 5108 R425 1st Option for Increased Capacity for SR Professional Services, AWDT orlvc, in support of PMA month PoP to be exercised anywhere between 1 Jan Aug13. This effort may be funded with RDT&E, O&MN,APN or a combination of appropriations (Fund Type - TBD) 3.0 MO Option

5 2 of 54 Item PSC Supplies/Services Qty Unit Unit Price Total Price 5109 R425 2nd Option for Increased Capacity for SR Professional Services, AWDT orlvc, in support of PMA month PoP to be exercised anywhere between 1 Jan Aug13. This effort may be funded with RDT&E, O&MN,APN or any combination of appropriations (Fund Type - TBD) 3.0 MO Option 5110 R425 1st Option for Increased Capacity for Professional Services. 3 monthpop to be exercised anywhere between 1 Jan Aug13 (APN) 3.0 MO Option 5111 R425 2nd Option for Increased Capacity for Professional Services in support of PMA month PoP to be exercised anywhere between 1 Jan Aug13 (APN) 3.0 MO Option 5201 R425 SR Professional (AWTD) Services in support of PMA205. This effortmay be funded with RDT&E, O&MN or a combination of the appropriations (Fund Type - TBD) 12.0 MO R425 BS A12412,IAW SOW Para 3.2a(1-6) (RDT&E) R425 BS A12422,IAW SOW Para 3.2a(1-6) (RDT&E) R425 BS A12432,IAW SOW Para 3.2a(1-6) (RDT&E) 5201 R425 BS F161, IAW SOW Para 3.2b(1-6) (O&MN,N) 5202 R425 Professional (AWTD) Services in support of PMA205 (APN) 5203 R425 Program Analyst (AWTD) services in support of PMA205 (APN) 52 R425 SR Professional (LVT) services insupport of PMA 205 (APN) 12.0 MO 12.0 MO 12.0 MO 5201 R425 BS C125A12, IAW SOW PARA: PARA 3.1A (1.7) (APN) 5202 R425 BS C125A42, IAW SOW PARA: PARA 3.1A (1.7) (APN) 5203 R425 BS C125A12, IAW SOW PARA: PARA 3.1A (1.7) (APN) 5205 R425 SME (CAP) Services in support of PMA 205 (APN) 12.0 MO For FFP / NSP Items: Item PSC Supplies/Services Qty Unit Unit Price Total Price 5207 Technical Data insupport of CLINs and $0.00 For FFP Items: Item PSC Supplies/Services Qty Unit Unit Price Total Price

6 3 of 54 Item PSC Supplies/Services Qty Unit Unit Price Total Price 5208 R425 1st Option for Increased Capacity for SR Professional Services, AWTD orlvc, in support of PMA month PoP to be exercised anywhere between 1 Dec Aug14. This effort can be funded with RDT&E, O&MN,APN or any combination of the appropriations (Fund Type - TBD) 3.0 MO Option 5209 R425 2nd Option for Increased Capacity for SR Professional Services, AWDT orlvc, in support of PMA month PoP to be exercised anywhere between 1 Dec Aug14. This effort can be funded with RDT&E, O&MN,APN or any combination of these approriations (Fund Type - TBD) 3.0 MO Option 5210 R425 1st Option for Increased Capacity for Professional Services in support of PMA month PoP to be exercised anywhere between 1 Dec Aug14 (APN) 3.0 MO Option 5211 R425 2nd Option for Increased Capacity for Professional Services in support of PMA month PoP to be exercised anywhere between 1 Dec Aug14 (APN) 3.0 MO Option For ODC Items: Item PSC Supplies/Services Qty Unit Est. Cost 6106 R425 ODCs, inclusive of G&A, for travel and other incidental costs in support of CLINs This effort may be funded with RDT&E, O&MN, APN or any combination of appropriations (Fund Type - TBD) 1.0 LO R425 MAT TVL IAW SOW (APN) R425 MAT TVL IAW SOW (RDT&E) R425 BS C226R38, IAW PAR , MAT TVL (APN) 6107 R425 Support of Government property (NMCI seats) authorizedin (a)(4) for the Base period of performance (CLIN ) in accordance with This estimate is inclusive of G&A (O&MN,N) 1.0 LO R425 NMCI IAW 4.3 (APN) R425 NMCI IAW 4.3 (RDT&E) R425 BS C226R38, IAW PAR IAW PAR4.3, NMCI (APN) 6112 R425 ODCs, inclusive of G&A, for travel and other incidental costs in support of Increased Capacity CLINs This effort may be funded with RDT&E, O&MN, APN or any combination of appropriations (Fund Type - TBD) 1.0 LO Option

7 4 of 54 Item PSC Supplies/Services Qty Unit Est. Cost 6113 R425 Support of Government property (NMCI seats) authorizedin (a)(4) for the increased capacity effort (CLINS )under the Base period of performance in accordance with This estimate is inclusive of G&A.(O&MN,N) 1.0 LO Option 6206 R425 ODCs, inclusive of G&A, for travel and other incidental costs in support of CLINs This effort may be funded with RDT&E, O&MN, APN or any combination of appropriations (Fund Type - TBD) 1.0 LO R425 BS A12412,IAW SOW Para: Para 3.2a (1-6) (RDT&E) R425 BS A12422,IAW SOW Para 3.2a(1-6) (RDT&E) R425 BS A12432,IAW SOW Para: Para 3.2a (1-6) (RDT&E) 6206 R425 BS F161, IAW SOW Para: Para 3.2b (1-6) (O&MN,N) R425 BS C125A12, IAW SOW Para: Para 3.3a (1-6) (APN) R425 BS C125AB2, IAW SOW Para: Para 3.4a (1-3) (APN) R425 BS C125A12, IAW SOW Para: Para 3.1a (1-7) (APN) R425 BS C125A42, IAW SOW Para: Para 3.1a (1-7) (APN) R425 BS C125A12, IAW SOW Para: Para 3.1a (1-7) (APN) R425 BS C125A22, IAW SOW Para: Para 3.5a (1-5) (APN) 6207 R425 Support of Government property (NMCI seats) authorizedin (a)(4) for the OptionI period of performance (CLINs )in accordance with This estimate is inclusive of G&A (Fund Type - TBD) 1.0 LO R425 BS A12412,IAW SOW Para: Para 3.2a (1-6) (RDT&E) R425 BS C125A12, IAW SOW Para: Para 3.3a (1-6) (APN) R425 BS C125AB2, IAW SOW Para: Para 3.4a (1-3) (APN) 6207 R425 BS C125A12, IAW SOW Para: Para 3.1a (1-7) (APN) R425 BS C125A22, IAW SOW Para: Para 3.5a (1-5) (APN) 6212 R425 ODCs, inclusive of G&A, for travel and other incidental costs in support of Increased Capacity CLINs This effort may be funded with RDT&E, O&MN, APN or any combination of appropriations (Fund Type - TBD) 1.0 LO Option 6213 R425 Support of Government property (NMCI seats) authorizedin (a)(4) for the increased capacity effort (CLINS )under the Option I period of performance in accordance with This estimate is inclusive of G&A.(O&MN,N) 1.0 LO Option For FFP Items: Item PSC Supplies/Services Qty Unit Unit Price Total Price

8 5 of 54 Item PSC Supplies/Services Qty Unit Unit Price Total Price 8301 R425 SR Professional (AWTD) Services in support of PMA205. This effort can be funded with RDT&E, O&MN or any combination of appropriations (Fund Type - TBD) 12.0 MO R425 Labor BS A12412,IAW SOW Para: 3.2.a (1-6) (RDT&E) R425 Labor BS A12422,IAW SOW Para: 3.2.a (1-6) (RDT&E) R425 Labor BS A12432,IAW SOW Para: 3.2.a (1-6) (RDT&E) 8301 R425 Labor BS F161, IAW SOW Para: 3.2.b (1-6) (O&MN,N) 8302 R425 Professional (AWTD) services in support of PMA205 (APN) 8303 R425 Program Analyst (AWTD)Services insupport of PMA 205 (APN) 83 R425 SR Professional (LVC) Services insupport of PMA 205 (APN) 12.0 MO 12.0 MO 12.0 MO 8305 R425 SME (CAP) Services in support of PMA (APN) 12.0 MO For FFP / NSP Items: Item PSC Supplies/Services Qty Unit Unit Price Total Price 8307 Technical Data insupport of CLINs and For FFP Items: Item PSC Supplies/Services Qty Unit Unit Price Total Price 8308 R425 1st Option for Increased Capacity for SR Professional Services, AWTD orlvc, in support of PMA month PoP to be exercised anywhere between 1 Dec Aug15. This effort can be funded with RDT&E, O&MN,APN or any combination of appropriations. (Fund Type - TBD) 3.0 MO Option 8309 R425 2nd Option for Increased Capacity for SR Professional services, AWTD orlvc, in support of PMA month PoP to be exercised anywhere between 1 Dec Aug15. This effort can be funded with RDT&E, O&MN,APN or any combination of appropriations (Fund Type - TBD) 3.0 MO Option

9 6 of 54 Item PSC Supplies/Services Qty Unit Unit Price Total Price 8310 R425 1st Option for Increased Capacity for Professional Services in support of PMA month PoP to be exercised anywhere between 1 Dec Aug15 (APN) 3.0 MO Option 8311 R425 2nd Option for Increased Capacity for Professional Services in support of PMA month PoP to be exercised anywhere between 1 Dec Aug15 (APN) 3.0 MO Option For ODC Items: Item PSC Supplies/Services Qty Unit Est. Cost 9306 R425 ODCs, inclusive of G&A, for travel and other incidental materials in support of CLINs This effort may be funded with RDT&E, O&MN, APN or any combination of appropriations (Fund Type - TBD) 1.0 LO R425 Sr. Prof AWTD, WBS: BS A12412;SOW Para 3.2a(1-6) (RDT&E) R425 Sr. Prof AWTD, WBS: BS A12422;SOW Para 3.2a(1-6) (RDT&E) R425 Sr. Prof AWTD, WBS: BS A12432;SOW Para 3.2a(1-6) (RDT&E) 9306 R425 Sr. Prof AWTD, WBS: BS F161; SOW Para 3.2b(1-6) (O&MN,N) R425 Prof AWTD, WBS:BS C125A12; SOW Para 3.3a (APN) R425 Program Analyst, WBS: BS C125AB2; SOW Para 3.4a (1-3) (APN) R425 LVC AWTD, WBS: BS C125A12; SOW Para 3.1a (APN) R425 SME AWTD, WBS:BS C125A12; SOW Para 3.5a (APN) 9307 R425 Support of Government property (NMCI seats) authorizedin (a)(4) for the OptionII period of performance (CLINs )in accordance with This estimate is inclusive of G&A (O&MN,N) 1.0 LO R425 Sr. Prof AWTD, WBS: BS A12412;SOW Para 3.2a(1-6) (RDT&E) R425 Prof AWTD, WBS: BS C125A12; SOW Para 3.3a(1-6) (APN) R425 Prog Analyst AWTD, WBS: BS C125AB2; SOW Para 3.4a (1-3) (APN) 9307 R425 LVC, WBS: BS C125A12; SOW Para 3.1a (APN) 9312 R425 ODCs, inclusive of G&A, for travel and other incidental costs in support of Increased Capacity CLINs This effort may be funded with RDT&E, O&MN, APN or any combination of the appropriations (Fund Type - TBD) 1.0 LO Option 9313 R425 Support of Government property (NMCI seats) authorizedin (a)(4) for the Increased Capacity effort (CLINs 1.0 LO

10 7 of 54 Item PSC Supplies/Services Qty Unit Est. Cost ) under the Option II period of performance inaccordance with This estimate is inclusive of G&A (O&MN,N) Option POINTS OF CONTACT Contract Specialist Winward Truitt Code Phone Number Winward.Truitt@navy.mil Contracting Officer Mona Zahid Code Phone Number Mona.Zahid@navy.mil Notes: (1) This acquisition is applicable to Zone 2, National Capital as a 100% small business set aside. (2) This task order is issued in accordance with the terms and conditions of the basic Seaport-e multiple award contract (MAC). Only clauses and provisions requiring fill-ins, or unique to the task order have been included in full text in the task order. (3) The task order is for a total performance period of three years inclusive of all options. (4) This task order will contain firm-fixed-price level-of-effort (FFP-LOE) labor CLINs (which is a type of firm-fixed-price contracting), a firm-fixed-price (FFP) CLIN for the mobilization/transition CLIN, and cost reimbursable (no fee) CLINs for ODCs including travel, material and NMCI. FFP-LOE for the majority of the effort is deemed appropriate as it requires the contractor to provide a specified level of effort in return for a fixed negotiated price. (5) The Contract Line Item Number (CLIN) structure of the task order is as follows: CLIN Period of Performance Dates of Performance Services: 5001 Base 1 December December XX Base 1 January November XX Option I 1 December November XX Option II 1 December November 2015 ODCs: 61XX Base 1 January November XX Option I 1 December November XX Option II 1 December November 2015 (6) Funding for each CLIN will be added at the SubCLIN (SLIN) level (ie , , etc.) (7) The Ceiling Value of the Task Order is as follows:

11 8 of 54 The following will be completed at time of award/issuance of task order. CLIN PoP Dates of Performance Total Value of CLINs During PoP Services: 5001 Base 1 Dec Dec XX Base 1 Jan Nov XX Option 1 Dec Nov XX Option 1 Dec Nov 2015 SubTotal of Services ODCs: 61XX Base 1 Jan Nov 2013 $121, XX Option 1 Dec Nov 2014 $120, XX Option 1 Dec Nov 2015 $122,4.00 Subtotal of ODCs $364, Grand Total of Services & ODCs * Each set of CLINs includes the associated increased capacity. ** See Section B notes (8) and (9) (8) Task Order (TO) - was awarded competitively on December 1, Clauses included in the award were and H-1 Downward Price Adjustment for Personnel Vacancies (Aug 2012) these clauses give guidance on how to handle personnel vacancies. At the time of award the Subject Matter Expert (SME) proposed, did not sign on with METI resulting in a vacancy in the SME labor category. This vacancy is calculated after the transition period of Dec 1-31, The vacancy lasted from January 1 thru March 6, 2013 resulting in a loss of 43 days at 8hours per day with a fully burdened labor rate of a total decrease to the TO in the amount of to CLIN (9) Task Order (TO) - was awarded competitively on December 1, Clauses included in the award were and H-1 Downward Price Adjustment for Personnel Vacancies (Aug 2012) these clauses give guidance on how to handle personnel vacancies. The Program Analyst labor category was vacant from August 8 thru September 3, The vacancy lasted for 17 days at 8 hours per day with a fully burdened labor rate of per hour resulting in a total loss of to CLIN

12 9 of 54 SECTION C DESCRIPTIONS AND SPECIFICATIONS Note: All the provisions and clauses of Section C of the Basic Seaport-e Multiple Award Contract apply to this Task Order, unless otherwise specified in the task order, in addition to the following: C-1 STATEMENT OF WORK (SOW) FOR PROGRAM/PROJECT ADMINISTRATION FOR NAVAIR PMA205 AVIATION TRAINING SYSTEMS PROGRAM 1.0 Introduction The Naval Air Systems Command (NAVAIR) Aviation Training Systems Program Office (PMA205) delivers high quality, affordable products and support to the United States Navy. Products and services delivered on behalf of the customer include, but are not limited to: training equipment and facilities for aircraft, avionics, electronic-warfare systems, and all other equipment related to Navy air power. PMA205 is the training systems point of contact for the Naval Aviation Enterprise. This program office is the advocate for promoting consistent application of Navy Training Systems Policies across multiple programs and platforms, by leveraging commonality, re-use and interoperability. PMA205 provides training systems that optimize Naval Aviation Enterprise infrastructure and interoperability solutions. PMA205 tasking includes full life-cycle acquisition support of training systems in support of naval strategic and operational objectives in accordance with DoD Directive and DoD Instruction PMA205 is responsible for acquisition program management of Acquisition Category (ACAT) programs, Abbreviated Acquisition Programs (AAP), Non-Acquisition Programs, (NDAPS) and supports training systems acquisition under larger-platform ACAT programs. This will be a non-performance based Task Order under the SeaPort-e Multiple Award Contract (MAC). SeaPort-e is NAVAIR s command-wide contract vehicle for the procurement of program, project, financial, administrative and limited engineering support services for NAVAIR programs. This Task Order will be primarily Firm-Fixed-Price Level of Effort (FFP-LOE) with cost reimbursable Contract Line Item Numbers (CLINs) for Other Direct Costs (ODCs). 2.0 Scope The contractor shall provide support services to the Aviation Training Systems Program Office, PMA205, through all phases of Naval Aviation training systems acquisition, including: Materiel Solutions Analysis; Technology Development; Engineering and Manufacturing Development; Production and Deployment; Operations and Support; training facilities and equipment; in-service engineering; and full life-cycle acquisition sustaining support. The contractor shall provide the required levels of experience and qualifications in program/project administration, including but not limited to acquisition; financial; technical; production; and administrative support of PMA205. Specific requirements are contained in sub-paragraphs in section Applicable Documents The following is a list of regulatory documents that shall dictate and guide the performance of all personnel. Throughout the life of this task order, if any policy, instruction, or regulation is replaced or superseded, the replacement or superseding version shall apply. The following is a list of key regulatory documents. CNAF B Joint TYCOM Squadron Training Matrices DoD M National Industrial Security Program Operating Manual DoD Directive The Defense Acquisition System DoD Instruction Operation of the Defense Acquisition System MIL-HDBK-29612/1A (Parts 1-5) A Guidance for Acquisition of Training Products and Services OPNAVINST B Naval Training Systems Requirements, Acquisition, and Management OPNAVINST Training Transfer Agreement

13 10 of 54 OPNAVINST G Readiness Report On Training Progress of Combat Aircrews OPNAVINST U NATOPS General Flight and Operating Instructions SECNAV E Implementation and Operation of the Defense Acquisition System and the Joint Capabilities Integration and Development System 3.0 Requirements 3.1 Senior Professional, Live-Virtual-Constructive (LVC) The contractor shall: a) Aircraft Procurement Navy (APN) 1) Analyze requirements and program plans for a LVC training capability, integrate Naval Aviation aircraft and simulators into both large and small-scale exercises. Coordinate Navy participation in the United States Air Force (USAF) LVC Pilot Program with the Air Force Research Lab and Air Combat Command, leverage fielded and ongoing efforts by other DoD and Industry organizations, document lessons-learned, and identify solutions to problems and challenges. Provide subject matter expertise to the Air Warfare Training Development (AWTD) Integrated Product Team (IPT) in support of Office of Naval Research (ONR) LVC Enabling Capability projects. 2) Analyze training Concepts of Operations (CONOPS) for emerging Naval Aviation systems and capability, including but not limited to LVC, Naval Integrated Fire Control Counter Air (NIFC-CA) and the F-35. 3) Provide subject matter expertise with the Tactical Training Range, Ocean Systems and Integrated Training Solutions IPT Leads to acquire LVC and interoperable training systems components that support the Fleet Training Strategy. Support the Navy Aviation Simulation Master Plan (NASMP) initiative in meeting Commander, Naval Air Forces (CNAF) policy guidance to increase the fidelity of Naval Aviation simulators. 4) Support PMA205 in analyzing requirements to ensure interoperability between Navy and Joint training networks (e.g. Navy Continuous Training Environment (NCTE), Joint National Training Capability (JNTC), USAF Distributed Mission Operations (DMO), USA Synthetic Environment (SE) Core, and United States Marine Corps (USMC) Aviation Distributed Virtual Training Environment (ADVTE)). Provide results of analysis of interoperability issues and propose solutions to the Government. 5) Provide subject matter expertise to assist in developing and acquiring a cross-domain training solution to support distributed training and training range integration. 6) Provide analysis and briefings to support trade studies, requirements analysis and system integration efforts. Prepare briefs, point papers, reports, correspondence, meeting agendas, attendance, minutes, action items and trip reports as required. Support technical and program reviews as required. Identify potential cost, schedule and performance risks; prepare mitigation plans and assess progress to plan. (CDRLs A001 & A002) 7) Coordinate PMA205 s participation in quarterly meetings of the Aviation Training Systems Executive Council (ATSEC). Provide support and preparation for meetings, including: preparing agendas, coordinating attendance, facilitating preparations, preparing meeting minutes, recording and tracking action items, and follow-up on action items. Review / analyze ATSEC agenda topics and provide recommendations to PMA205 on strategies, courses of actions, and proposals. b) For the purposes of the FFP-LOE contract, the following level of effort for this labor category shall be supplied: CATEGORY OF DIRECT LABOR PERIOD OF PERFORMANCE MAN-HOURS Sr Professional (LVC) - BASE YEAR 11 months, 1 JAN NOV 13 Sr Professional (LVC) - OPTION YEAR 1 12 months, 1 DEC NOV 14 Sr Professional (LVC) - OPTION YEAR 2 12 months, 1 DEC NOV 15

14 11 of 54 Total Sr Professional (LVC) 3.2 Senior Professional, Air Warfare Training Development (AWTD) The contractor shall: a) Research Development Test and Evaluation (RDT&E) 1) Research, investigate, and evaluate program requirements, goals, and objectives for Aviation Systems Training Program Office. Research and evaluate strategies, courses of action, and proposals to recommend successful integration of advanced systems capabilities and next generation weapons capabilities into simulators. Develop processes and procedures for the acquisition and fielding of systems to support advanced training technologies in the following focus areas: visual systems, modeling, instructor operating stations and debrief systems, motion, and LVC interaction. Evaluate, define and recommend strategies for emerging technology to replace or augment existing systems and subsystems and integrate new technologies into other warfare areas and joint warfare distributed training systems. Participate in technical design reviews, program reviews, team meetings, and ad hoc meetings as required. Provide technical support for research evaluation, development, and transition of innovative Naval Aviation training technologies to address current requirements and emerging Fleet needs for all Naval Aviation Training Systems across PMA205. 2) Develop technology performance analysis/evaluation, training/mission rehearsal, and program performance metrics capabilities. Complete all preparation tasks and required analysis as directed by AWTD. Develop fleet instructional performance analyses, and cost/business case analyses for all PMA205 technology insertion initiatives. Provide recommendations to AWTD regarding feasibility. 3) Develop the AWTD program schedules and recommend alternatives to optimizing technology insertion benefits, reduce cost/schedule/risk impacts, improve transition compliance success and develop appropriate product metrics. Evaluate contract and Government program deliverables from both a fleet aviation perspective and from a technology performance/metrics perspective. 4) Investigate, evaluate, and facilitate the transition to operational use, technologies and training methods that will support/improve the employment of new and existing training systems. Technical expertise and close collaboration with the fleet and the defense industry is required so as to be aware of requirements and technological and doctrinal changes requiring creation of new, or upgrades to existing training systems. Develop cost/business case analyses for all PMA205 technology insertion initiatives. Develop inputs to independent cost analysis for Life Cycle Cost (LCC), Lean Six Sigma, cost realism, and other cost/performance trade studies and activities, including Total Ownership Cost (TOC), Cost As an Independent Variable (CAIV) and LCC evaluation. Participate in Government reviews prior to transitioning technologies and methods. 5) Develop information requests. Evaluate technical reviews and reports. Support technical, programmatic, and administrative exchanges between Government, industry and academia. Develop inputs to the technology insertion tracking database and relevant documentation for the technology insertion programs and their corresponding training support systems; including subject matter submittals; scientific and technical merit and feasibility of ideas; results and anticipated benefits of the efforts; expectation to pursue commercial applications, transition to a Government sponsored effort; financial and contractual data (as appropriate); technical and administrative reports. 6) Deliver programmatic and technical services that assist in the resolution of data calls, fleet training issues, and budget submissions. Support technical reviews and program management meetings. Develop briefs, point papers, reports, correspondence, meeting agendas, attendance, minutes, action items, and trip reports as required. Identify potential cost, schedule and performance risks; develop mitigation plans and evaluate progress to plans. Support PMA205 in financial resource management including: budget formulation, budget execution, analysis, and Navy Enterprise Resource Planning (N-ERP) operations. (CDRLs A001 & A002) b) Operations and Maintenance Navy (OMN): 1) Monitor strategies, courses of actions, and proposals to recommend successful integration of advanced systems capabilities and next generation weapons capabilities into simulators. Track processes and procedures for the acquisition and fielding of systems to support advanced training technologies in the following

15 12 of 54 focus areas: visual systems, modeling, instructor operating stations and debrief systems, motion, and LVC interaction. Monitor technology initiatives and studies that result in acquisition recommendations to reduce duplication, promote standards, and support interoperability. Monitor strategies for emerging technology to replace or augment existing systems and subsystems and integrate new technologies into other warfare areas and joint warfare distributed training systems. Participate in technical design reviews, program reviews, team meetings, and ad hoc meetings as required. Provide support to track cross-functional acquisition planning and strategies, programs controls, and structure. 2) Track technology performance analysis/evaluation, training/mission rehearsal, and program performance metrics. Track and update all tasks and analysis as directed by AWTD. Update fleet instructional performance analyses, and cost/business case analyses for all PMA205 technology insertion initiatives. 3) Maintain the AWTD program schedules and recommend alternatives to optimizing technology insertion benefits, reduce cost/schedule/risk impacts, improve transition compliance success and assess appropriate product metrics. Track contract and Government program deliverables from both a fleet aviation perspective and from a technology performance/metrics perspective. 4) Prepare and facilitate the transition to operational use, technologies and training methods that will support/improve the employment of new and training systems. This close collaboration with the fleet and the defense industry is required so as to be aware of requirements and technological and doctrinal changes requiring creation of new, or upgrades to existing, training systems. Modify inputs to independent cost analysis for life-cycle costs, Lean Six Sigma, cost realism, and other cost/performance trade studies and activities, including TOC, CAIV and LCC evaluation. Provide recommendations regarding the accuracy of the analysis to the Government. Participate in Government reviews prior to transitioning technologies and methods. 5) Coordinate and prepare information requests, technical reviews, and reports. Support technical, programmatic, and administrative exchanges between Government, industry and academia. Maintain and deliver revisions to the technology insertion tracking database and relevant documentation for the technology insertion programs and their corresponding training support systems; including subject matter submittals; scientific and technical merit and feasibility of ideas; results and anticipated benefits of the efforts; expectation to pursue commercial applications, transition to a Government sponsored effort; financial and contractual data (as appropriate); technical and administrative reports. 6) Provide programmatic and technical services to assist in the resolution of data calls, fleet training issues, and budget submissions. Support technical reviews and program management meetings. Prepare briefs, point papers, reports, correspondence, meeting agendas, attendance, minutes, action items and trip reports as required. Identify potential cost, schedule and performance risks; prepare mitigation plans and monitor progress to plan. Support PMA205 in financial resource management including: budget formulation, budget execution, analysis, and Navy Enterprise Resource Planning (N-ERP) operations. (CDRLs A001 & A002) c) For the purposes of the FFP-LOE contract, the following level of effort for this labor category shall be supplied: CATEGORY OF DIRECT LABOR PERIOD OF PERFORMANCE MAN-HOURS Sr Professional (AWTD) - BASE YEAR 11 months, 1 JAN NOV 13 Sr Professional (AWTD) - OPTION 12 months, 1 DEC NOV 14 YEAR 1 Sr Professional (AWTD) - OPTION YEAR 2 12 months, 1 DEC NOV 15 Total Sr Professional (AWTD) 3.3 Professional, Air Warfare Training Development (AWTD) The contractor shall: a) APN 1) Analyze strategies, courses of actions, and proposals to recommend successful integration of advanced systems capabilities and next-generation weapons capabilities into simulators. Assess processes and

16 13 of 54 procedures for the acquisition and fielding of systems to support acoustics and maritime training technologies in the following focus areas: visual systems, modeling, instructor operating stations and debrief systems, motion, and LVC interaction. Analyze and support acoustics and maritime technology initiatives and review studies that result in acquisition recommendations to reduce duplication, promote standards, and support interoperability. Review and recommend strategies for emerging technology, to replace or augment existing systems and subsystems; and integrate new technologies into other warfare areas and joint warfare distributed training systems. Participate in technical design reviews, program reviews, team meetings, and ad hoc meetings as required. Provide support to assess cross-functional acquisition planning and strategies, programs controls, and structure. 2) Assess acoustics and maritime technology performance analysis/evaluation, training/mission rehearsal, and program performance metrics capabilities. Complete all tasks and analysis as directed by AWTD. Review fleet instructional performance analyses, and cost/business case analyses for all PMA205 technology insertion initiatives. Provide recommendations to AWTD regarding feasibility. 3) Assist the team in reviewing the program schedules and recommend alternatives to optimizing technology insertion benefits, reduce cost/schedule/risk impacts, improve transition compliance success and assess appropriate product metrics. Review contract and Government program deliverables from both a fleet aviation perspective and from a technology performance/metrics perspective. 4) Prepare and facilitate the transition to operational use, acoustics and maritime technologies and training methods that will support/improve the employment of new and existing training systems. This close collaboration with the fleet and the defense industry is required so as to be aware of requirements and technological and doctrinal changes requiring creation of new, or upgrades to, existing, training systems. Review inputs to independent cost analysis for life cycle costs, Lean Six Sigma, cost realism, and other cost/performance trade studies and activities, including TOC, CAIV and LCC evaluation. Participate in Government reviews prior to transitioning technologies and methods. 5) Produce information requests. Analyze acoustic and maritime technical reviews and reports. Conduct technical, programmatic, and administrative exchanges between Government, industry and academia. Implement revisions to the technology insertion tracking database and relevant documentation for the technology insertion programs and their corresponding training support systems; including subject matter submittals; scientific and technical merit and feasibility of ideas; results and anticipated benefits of the efforts; expectation to pursue commercial applications, transition to a Government sponsored effort; financial and contractual data (as appropriate); technical and administrative reports. 6) Provide programmatic and technical services to assist in the resolution of acoustics and maritime data calls, fleet training issues, and budget submissions. Support technical reviews and program management meetings. Prepare briefs, point papers, reports, correspondence, meeting agendas, attendance, minutes, action items and trip reports as required. Identify potential cost, schedule and performance risks; prepare mitigation plans and assess progress to plan. (CDRLs A001 & A002) b) For the purposes of the FFP-LOE contract, the following level of effort for this labor category shall be supplied: CATEGORY OF DIRECT LABOR PERIOD OF PERFORMANCE MAN-HOURS Professional (AWTD) - BASE YEAR 11 months, 1 JAN NOV 13 Professional (AWTD) - OPTION YEAR 1 12 months, 1 DEC NOV 14 Professional (AWTD) - OPTION YEAR 2 12 months, 1 DEC NOV 15 Total Professional (AWTD) 3.4 Program Analyst, Air Warfare Training Development (AWTD) The contractor shall: a) APN 1) Coordinates the Small Business Innovation Research (SBIR), Small Business Technology

17 14 of 54 Transfer (STTR) and Science & Technology (S&T) technology transition processes for PMA205 in support of the AWTD IPT. Coordination includes, but is not limited to: close communication with SBIR/STTR Technical Points of Contact (TPOCs), NAVAIR, ONR & Joint Service SBIR Offices, and NAVAIR Chief Technology Officer (CTO); collect feedback on technology needs from PMA205 Training System IPTs; manage proposals submitted to SBIR/STTR topic calls; draft and coordinate all SBIR Technology Transition Agreements (TTAs), briefs and endorsement chain activities; and review/track cost, schedule and performance of all SBIR/STTRs. 2) Provide administrative and analytical support as directed by the AWTD IPT Lead to include: briefings, white papers, trip reports, business-case analysis, analysis of alternatives, and Industry wide SBIR/STTR co-investment opportunities. (CDRLs A001 & A002) 3) For the purposes of this FFP-LOE contract, the following level of effort for this labor category shall be supplied: CATEGORY OF DIRECT LABOR PERIOD OF PERFORMANCE MAN-HOURS Program Analyst (AWDT) - BASE YEAR 11 months, 1 JAN NOV 13 (See Section B note (9)) Program Analyst (AWDT) 12 months, 1 DEC NOV 14 - OPTION YEAR 1 Program Analyst (AWDT) 12 months, 1 DEC NOV 15 - OPTION YEAR 2 Total Sr Professional (LVC) 3.5 Acoustics Subject Matter Expert (SME), Common Anti-Submarine Warfare Products (CAP) The contractor shall: a) APN 1) Analyze acoustics-related program requirements, goals, and objectives for Aviation Systems Training Program Office. Review and provide input to strategies, courses of actions, and proposals for successful integration of advanced acoustics into simulators. Analyze acoustic simulation and training requirements based on knowledge of fleet mission needs, hardware capabilities and operator assessments. Assess acoustic simulation and training technical documentation, test planning and acceptance procedures. 2) Provide recommendations for future capabilities in acoustic and Air Anti-Submarine Warfare (ASW) training, tactics and CONOPS using simulation resources based on knowledge of Oceanographic Atmospheric Master Library (OAML), Naval Research Laboratory (NRL) Orlando, Program Executive Officer- Integrated Warfare Systems (PEO-IWS) and other PMAs acoustics-related documentation. Technical expertise and close cooperation with the fleet and the defense industry is required so as to be aware of requirements and technological and doctrinal changes requiring new capabilities. 3) Provide recommendations to the Platform Training System IPT leads, the Integrated Training Solutions IPT and the NAVAIR Maritime/ Unmanned Aviation and Strike Weapons (U&W) Department on proposed updates to the NASMP and support of Integrated ASW training. Provide technical assessment of acoustic training and simulation engineering data and other source materials as directed in support of assigned IPT. Provide technical and management support to PMA205 as directed in support of the P-3 Air Crew Tactical Team Trainer (PACT3) initiative. Support the Advanced Processing Build Peer Review Process (APB PRP) and oversee utilization of the APB PRP s acoustic simulation capability in the NAVAIR Air ASW platform trainers, test facilities and other Navy systems. 4) Analyze and recommend strategies for emerging acoustics technology to replace or augment existing systems and subsystems and integrate new technologies into distributed training systems. Conduct studies that result in acquisition recommendations to reduce duplication, promote standards, and support interoperability of ASW capability across Navy aviation training systems. Produce information requests and analyze acoustic and Air ASW technical reviews and reports. Conduct technical exchanges between Government, industry and academia. Liaise with Naval Aviation Warfare Center Training Systems Division (NAWCTSD) simulation and training

18 15 of 54 engineering group to analyze and facilitate transition of acoustics-related technologies between training system programs. 5) Provide technical services to assist in the resolution of acoustics and Air ASW data calls, fleet training issues, and budget submissions. Provide subject matter expertise at technical reviews and program management meetings to support acoustic and Air ASW training (typical topics include: Improved Extended Echo Ranging (IEER), Multi-static Active Coherent, and acoustics sensor and targets. Analyze acoustics-related technical data to support discussions and decision-making as required. Prepare briefs, point papers, reports, correspondence, meeting agendas, attendance, minutes, action items and trip reports as required. Identify potential cost, schedule and performance risks; prepare mitigation plans and assess progress to plan. (CDRLs A001 & A002) b) For the purposes of the FFP-LOE contract, the following level of effort for this labor category shall be supplied: CATEGORY OF DIRECT LABOR PERIOD OF PERFORMANCE MAN-HOURS SME (CAP) - BASE YEAR 11 months, 1 JAN NOV 13 (See Section B note (8)) SME (CAP) - OPTION YEAR 1 12 months, 1 DEC NOV 14 SME (CAP) - OPTION YEAR 2 12 months, 1 DEC NOV 15 Total SME (CAP) 3.6 Technical Data All product deliverables and supporting documentation, reports, and required data tasks in the Statement of Work shall be delivered in accordance with the attached CDRLs. The CDRLs consist of a monthly Contractor s Progress, Status, and Management Report (CDRL A003); and a monthly Funds and Man-hour Expenditure Report (CDRL A0). Technical Reports as required, containing all point papers, issue sheets, briefings, minutes, and analytical documentation (CDRL A001). Trip Reports in accordance with CDRL A002. Substantiating records such as paid invoices for material, travel vouchers and accompaying receipts, etc. shall be made available upon request. 3.7 Operation Security Program (OPSEC) The contractor shall develop, implement, revise and maintain a facility level OPSEC Program to protect critical information during the performance of this contract. The contractor shall be responsible for subcontractor implementation of the OPSEC Program requirements for this contract. Contractor personnel will be subject to a Government security investigation and must meet eligibility requirements for access to classified information at the level noted in the DD254. The contractor shall ensure that any new employees, prior to their starting on the task, have and maintain a minimum of Department of Defense (DoD) National Agency Check plus Special Investigation Inquiry (NACLC), or be able to obtain the interim equivalent, during the period of performance in order to perform the work assigned and access the facilities required to perform the task. 3.8 Mobilization/Transition Plan PHASE IN - The mobilization period shall be utilized to hire and train the Contractor personnel, obtain appropriate security clearances, obtain base auto passes, and conduct and transfer of work from the outgoing incumbent to the new Contractor. The Contractor shall assume full responsibility for all Aviation Training Systems Contractor Support Services IAW the SOW upon completion of the mobilization period. During this period, the Contractor shall work with the incumbent Contractor to ensure a smooth transition occurs. A transition plan shall be developed and implemented that identifies the methodology for continuation of responsibilities specified in the SOW. An efficient and effective transition must be assured to meet the multiple and dynamic schedules within ongoing and planned contract actions. The following are elements that should be considered: Work turnover Administrative Support (e.g. Procuring Navy Marine Corps Intranet (NMCI) computers, travel systems) Security requirements

19 16 of 54 PHASE OUT - If the Contractor is an unsuccessful Offeror in any subsequent Government solicitation for Aviation Training Systems Contractor Support Services, or the contract is terminated for any reason, the Contractor shall, during the last month of this contract, provide all reasonable support to the Government and the successor Contractor to ensure an orderly transition and minimize any impact to cost, schedule and performance. The Contractor shall negotiate with the successor on transfer of earned worker benefits for personnel who wish to work for the successor Contractor. The Contractor shall retain full responsibility for all Aviation Training Systems Contractor Support Services IAW the SOW during this phase out period and until completion of the contract. 4.0 Other Direct Costs 4.1 Material a) The contractor may be required to provide miscellaneous supplies and hardware for report publication and dissemination and other equipment, supplies and mailings, travel fees, rental fees, and incidentals associated with the meetings/rentals in support of this effort through ODC. Purchase of materials such as unclassified and classified reproduction costs, binders, notebooks, briefing materials, and overnight shipping less than $ do not require Contracting Officer s Representative (COR) approval. However, any single purchase of these materials, or any other materials not listed, that exceeds $ shall have COR approval. Note that the contractor shall not purposely split up material purchases in order to avoid reaching the $ threshold. Only those material expenses having prior COR approval shall be reimbursed to the contractor. b) The contractor shall notify the Procuring Contracting Officer (PCO) and the COR when the sum of all ODC purchases (materials and travel) reaches 75 percent of the proposed estimate for ODCs for each contract year. c) All material associated with this contract that is purchased by the contractor shall become the property of the Federal Government. 4.2 Travel a) The contractor shall be required to travel and/or work on-site at the Government s request. b) Local and long distance, domestic, and international, travel shall be required for this effort. All travel expenses shall be authorized by the Level II IPT Lead, and only those travel expenses having valid receipts and travel claims shall be reimbursed to the contractor. Travel shall be reimbursed at cost in accordance with the Department of Defense Joint Travel Regulations. c) Reimbursement of travel within 50 miles of work location shall not be authorized. d) Travel will be authorized to support the tasks identified including, but not limited to, the following: The estimated travel is based on a 12-month period of performance. Location Number of Trips Number of Days per Person per Trip Number of People Estimate for each Period LVC: Orlando, FL Norfolk, VA Akron, OH Cedar Rapids, IA San Diego, CA Washington, DC Nellis AFB, NV China Lake, CA AWTD: Orlando, FL 5 3 1