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

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1 1. CONTRACT ID CODE OF S AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT U EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (If applicable) 19-Aug , N/A 6. ISSUED BY CODE N ADMINISTERED BY (If other than Item 6) CODE S1103A NSWC, CARDEROCK DIVISION, MARYLAND 9500 MacArthur Blvd West Bethesda MD esterlena.unger@navy.mil DCMA ATLANTA 00 LAKE PARK DRIVE, SUITE 300 SMYRNA GA NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) 9A. AMENDMENT OF SOLICITATION NO. Orbis Inc. 270 West Coleman Blvd. Mt. Pleasant SC B. DATED (SEE ITEM 11) [X] 10A. MODIFICATION OF CONTRACT/ORDER NO. - 10B. DATED (SEE ITEM 13) CAGE CODE 1SEL4 FACILITY CODE Aug 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). [X] C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: FAR (a) (3) [ ] D. OTHER (Specify type of modification and authority) E. IMPORTANT: Contractor [ ] is not, [ X ] is required to sign this document and return 1 copies to the issuing office. 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) SEE 2 15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Karl P. Farber, Director, Corporate Contracts Roger N Branstiter, Contracting Officer 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED /s/karl P. Farber 19-Aug-2009 BY /s/roger N Branstiter 19-Aug-2009 (Signature of person authorized to sign) (Signature of Contracting Officer) NSN PREVIOUS EDITION UNUSABLE STANDARD FORM 30 (Rev ) Prescribed by GSA FAR (48 CFR)

2 2 of 2 GENERAL INFORMATION The purpose of this modification is to (a) increase the amount of the Task Order, and (b) add the next increment of funding. Accordingly, said Task Order is modified as follows: CLIN Current CLIN Amount Increased By Revised CLIN Amount 0001 Labor Cost $1,765,457 $89,500 $1,854,957 Fixed Fee $ 57,157 $ 0 $ 57,157 Total CFF $1,822,614 $89,500 $1,912, Other Direct Cost $,747 $ 0 $,747 Total Amount of Order $1,846,361 $89,500 $1,935,861 (b) Funds in the amount of $89,500 are forwarded to fully fund this task order. Section B & G are revised to incorporate the following funding SLINs: SLIN AMOUNT REQUISITION # ACRN 1000BD $43, AQ 1000BE $46, AS The total amount of funds obligated to the task is hereby increased by $89, from $1,846, to $1,935, (c) All other terms and conditions remain unchanged and in full effect. (d) A conformed copy of this Task Order is attached to this modification for informational purposes only.

3 1 of 29 SECTION B SUPPLIES OR SERVICES AND PRICES CLIN - SUPPLIES OR SERVICES For Cost Type Items: Item Supplies/Services Qty Unit Est. Cost Fixed Fee CPFF System Design, $1,912, Engineering and Integration - SUBSAFE Certificaiton for VIRGINIA Class Program - Fully Burdended Labor 1000AA Same as LH $0.00 $0.00 $0.00 Unfunded amount of Labor and Fee (TBD) 1000AB Funding SLIN for 1.0 Lot $, $1, $24, AA (SCN) 1000AC Funding SLIN for 1.0 Lot $42, $2, $44, AB (SCN) 1000AD Funding SLIN for 1.0 Lot $28, $1, $29, AC (SCN) 1000AE Funding SLIN for 1.0 Lot $177, $8, $186, AD (SCN) 1000AF Funding SLIN for 1.0 Lot $95,8.00 $4, $100, AE (SCN) 1000AG Funding SLIN for 1.0 Lot $99, $4, $104, AF (SCN) 1000AH Funding SLIN for 1.0 Lot $181, $8, $190, AG (SCN) 1000AJ Funding SLIN for 1.0 Lot $102, $4, $107, AH (SCN) 1000AK Funding SLIN for 1.0 Lot $38, $1, $40, AJ (O&MN,N) 1000AL Funding SLIN for 1.0 Lot $37, $1, $39, AK (O&MN,N) 1000AM Funding SLIN for 1.0 Lot $182, $7, $190,000.00

4 2 of 29 AL (SCN) 1000AN Funding SLIN for 1.0 Lot $ $36.00 $ AM (SCN) 1000AP Funding SLIN for 1.0 Lot $37, $1, $39, AK (O&MN,N) 1000AQ Funding SLIN for 1.0 Lot $2, $7, $0, AN (SCN) 1000AR Funding SLIN for 1.0 Lot $26, $ $27, AK (O&MN,N) 1000AS Funding SLIN for 1.0 Lot $19, $ $19, AK (O&MN,N) 1000AT Funding SLIN for 1.0 Lot $7, $ $7, AP (SCN) 1000AU Funding SLIN for 1.0 Lot $109, $0.00 $109, AP (SCN) 1000AV Funding SLIN for 1.0 Lot $28, $0.00 $28, CLIN 1000, ACRN AQ (O&MN,N) 1000AW Funding SLIN for 1.0 Lot $49, $0.00 $49, AQ (O&MN,N) 1000AX Funding SLIN for 1.0 Lot $40, $0.00 $40, AR (SCN) 1000AY Funding SLIN for 1.0 Lot $54, $0.00 $54, AP (SCN) 1000AZ Funding SLIN for 1.0 Lot $70, $0.00 $70, AS (SCN) 1000BA Funding SLIN for 1.0 Lot $33, $0.00 $33, CLIN 1000, ARCN: AP (SCN) 1000BB Funding SLIN for 1.0 Lot $40, $0.00 $40, AQ (O&MN,N) 1000BC Funding SLIN for 1.0 Lot $16, $0.00 $16, AS (SCN) 1000BD Funding SLIN for 1.0 Lot $43, $0.00 $43,500.00

5 3 of 29 AQ (O&MN,N) 1000BE Funding SLIN for 1.0 Lot $46, $0.00 $46, AS (SCN) For ODC Items: Item Supplies/Services Qty Unit Est. Cost Other Direct Cost $, Non-Fee Bearing 3000AA Same as Lot $0.00 Unfunded Amount of ODC's (SCN) 3000AB Funding SLIN for 1.0 Lot $ CLIN 3000, ACRN: AA (SCN) 3000AC Funding SLIN for 1.0 Lot $ CLIN 3000, ACRN: AB (SCN) 3000AD Funding SLIN for 1.0 Lot $ CLIN 3000, ACRN: AC (SCN) 3000AE Funding SLIN for 1.0 Lot $6, CLIN 3000, ACRN: AJ (O&MN,N) 3000AF Funding SLIN for 1.0 Lot $7, CLIN 3000, ACRN: AM (SCN) 3000AG Funding SLIN for 1.0 Lot $1, CLIN 3000, ACRN: AQ (O&MN,N) 3000AH Funding SLIN for 1.0 Lot $4, CLIN 3000, ACRN: AQ (O&MN,N) 3000AJ Funding SLIN for 1.0 Lot $4, CLIN 3000, ACRN: AS (SCN) LEVEL OF EFFORT: The level of effort for the performance of this task order is based on 2464 hours for each year of performance (CLIN 1000) for a total of 12,320 hours over the five years of performance. LABOR CATEGORIES: Principal Engineer (Key), Program/Project Manager (Non-Key) FIXED FEE SCHEDULE: In accordance with Clause H.10 Guaranteed Savings, Orbis, proposed a reduced fee for years 3 through 5 of performance. The following

6 4 of 29 table summarizes the negotiated estimated costs and fixed fee amounts over the five years of performance and the fixed fee percentage that shall be used for each year of performance: Year Estimated Cost Fixed Fee/Amount Total CPFF Years 1 and 2 $504, % $25,221 $529,649 Year 3 $262, % $11,804 $274,108 Year 4 $272, % $10,912 $283,703 Year 5 $283, % $9,220 $292,920 Total CLIN 1000 $1,3,2 $57,157 $1,380,380 Mod 17 Increased Yr.4 by: $138,038 0 $138,038 Total CLIN 1000 $1,461,261 $57,157 $1,518,418 Mod 19 Increased Yr.4 by: $143,700 0 $143,700 Total CLIn 1000 $1,604,961 $57,157 $1,662,118 Mod 20 Increased Yr.4 by: $160,496 0 $160,496 Total CLIN 1000 $1,765,457 $57,157 $1,822,614 Mod Increased Yr. 4 by: $89,500 0 $89,500 Total CLIN 1000 $1,854,957 $57,157 $1,912,114

7 5 of 29 SECTION C DESCRIPTIONS AND SPECIFICATIONS THIS IS A PERFORMANCE BASED STATEMENT OF WORK. The effoort performed hereunder will be evaluated in accordance with the performance standards/acceptable quality levels described below and the evaluation methods describned in provision CAR H07 in Section H. Title: System Design, Engineering and Integration - SUBSAFE Certification for VIRGINIA Class Program 1.0 Background The VIRGINIA Class Submarine Program Office is aggressively working ship construction of the USS Virginia Class. Naval Surface Warfare Center, Carderock Division (NSWCCD) is a lead HM&E NAVY laboratory in support of this effort and is directly supporting the Naval Sea Systems Command (NAVSEA) Program Office in multiple areas including Program Management, Engineering, Field Support, and SUBSAFE Certification. 2.0 Requirements 2.1 The contractor shall provide support to NSWCCD and NAVSEA PMS450 as the Navy progresses towards delivery of the USS Virginia Class submarines. Disciplined and experienced expertise is required to ensure that quality assurance has been maintained and documented to support ships certification in the following labor categories: KEY PERSONNEL: Principle Engineer NON-KEY PERSONNEL: Program Manager/Project Manager 2.2 Tasks to be performed by the contractor shall include the following: * Engineering and program management support * Review and analysis of ship construction documentation * Review of SUBSAFE / Quality Assurance Documentation * Review and analysis of Scope of Certification documentation * SUBSAFE / Quality Assurance OQE requirements review * SUBSAFE / Quality Assurance Program Assessment * SUBSAFE / Quality Assurance Business Process Improvement * SUBSAFE /Scope of Certification Liaison Action Requests (LARs) resolution * Review of SUBSAFE /Scope of Certification Maintenance documentation * Attend working meetings a minimum of 4 meetings per year * Provide meeting agenda minutes and trip reports, other related work as required * Develop, assemble, route and track program documents and decision memoranda 3.0 Qualifications

8 6 of 29 The contractor must have knowledge, skills and experience in the following: 3.1 Full knowledge of the certification requirements, procedures and processes associated with Submarine Safety, Submarine Material Control and Deep Submergence Systems necessary for the full scope of the certification. 3.2 Full knowledge of the VIRGINIA Class Submarine Program Office s responsibilities for the certification and delivery of VIRGINIA Class submarines. 3.3 Knowledge of submarine systems engineering which provides an understanding of ship design and the interfaces among complex ships systems. 3.4 Full knowledge of the Navy submarine acquisition and life cycle management community, including the roles, mission, responsibilities, capabilities, and interrelationships of these groups and organizations. 3.5 Experience establishing and maintaining liaisons with engineers and managers in NAVSEA Headquarters, shipyards, and other naval related organizations to ensure effective planning and coordination of related tasks. 4.0 Progress Reports The contractor shall prepare a monthly progress report. The progress report shall indicate the amount expended and the number of labor hours used during the reporting period and the cumulative amount expended and labor hours used to date. In addition, the progress report shall include a description of any problems encountered during the reporting period. 5.0 Government Furnished Information The contractor will be furnished with all pertinent documentation within five (5) working days of task award. This GFI shall be returned to the Government within thirty (30) days after completion of this task or with submission of the final report. 6.0 Government Furnished Equipment and Office Space The contractor will be furnished with desk space at the Washington Navy Yard two to three days per week. 7.0 Travel The estimated travel for base period (two years) would be four (4) round trips of 2-day duration to Groton, CT and four (4) round trips of 1-day duration to Norfolk, VA plus local travel. Estimated travel for each follow on year would be two (2) round trips of 2-day duration to Groton, CT and two (2) round trips of 1-day duration to Norfolk, VA plus local travel 8.0 Period of Performance The period of performance shall be from the effective date of this task order (Block 3 of Delivery Order Form) through five years 9.0 Deliverables * Monthly financial and technical status reports * Design & Program Reports (as required) * Trip Reports (as required) * Meeting reports (as required)

9 7 of 29 * Briefing material (as required) 10.0 Security Requirements Contractor personnel must have a security clearance at the SECRET level and any classified reports generated shall be classified up to and including SECRET level in accordance with DD Form 254 Contractor Security Classification Specifications Task Order Manager James Boyd, Jr. (Code 2001) Naval Surface Warfare Center Carderock Division 9500 MacArthur Blvd. West Bethesda, MD address: james.b.boyd@navy.mil phone number: (301) Technical Point of Contract Larry Tarasek Code MacArthur Blvd. West Bethesda, MD lawrence.tarasek@navy.mil (301)

10 8 of 29 SECTION D PACKAGING AND MARKING Packaging and Marking shall be in accordance with Section D of the IDIQ contract. Ship to: James Boyd, Jr. (Code 2001) Naval Surface Warfare Center Carderock Division 9500 MacArthur Blvd. West Bethesda, MD address: james.b.boyd@navy.mil phone number: (301)

11 9 of 29 SECTION E INSPECTION AND ACCEPTANCE Inspection and Acceptance shall be performed at Destination by the Government. Task Order Performance Standard: Monthly status reports submitted to the Task Order Manager under subject Task Order shall identify the work that had been performed during the month, deliverables that had been submitted, and the name of the Government representative that had received the deliverable. The Task Order Manager will be required on a monthly basis to rate the quality of deliverables in terms of timeliness and quality on a rating scale of one (1) to five (5). The rating scale is specified in the table and defined below: Rating Number Rating Description 5 Exceptional Exceeds many standards of performance 4 Very Good Exceeds some standards of performance 3 Satisfactory Fully meets standards of performance 2 Marginal Fails to meet some standards of performance 1 Unsatisfactory Fails to meet many standards of performance Rating Definitions: 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 taken by the contractor was highly effective. Note: To justify an Exceptional rating, multiple significant events in each category must be identified and must state how it was a benefit to the GOVERNMENT. However, a singular benefit could be of such magnitude that it alone constitutes an Exceptional rating. 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 taken by the contractor was effective. Note: To justify a Very Good rating, a significant event in each category must be identified and must state how it was a benefit to the GOVERNMENT. 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. Note: To justify a Satisfactory rating, there should have been only minor problems, or major problems the contractor recovered from without impact to the contract. Marginal. Performance does not meet some contractual requirements. The contractual performance of the element or sub-element being assessed reflects a serious problem for which the contractor has not yet identified corrective actions. The contractor s proposed actions appear only marginally effective or were not fully implemented. Note: To justify Marginal performance, a significant event in each category that the contractor had trouble overcoming must be identified and must state how it impacted the GOVERNMENT. A Marginal rating should be supported by referencing the management tool that notified the contractor of the contractual deficiency (e.g. Management, Quality, Safety, or Deficiency Report or letter). Unsatisfactory. Performance does not meet most contractual requirements and recovery is not likely in a timely manner. The contractual performance of the element or sub-element contains a serious problem(s) for which the

12 10 of 29 contractor s corrective actions appear or were ineffective. Note: To justify an Unsatisfactory rating, identify multiple significant events in each category that the contractor had trouble overcoming and state how it impacted the GOVERNMENT. However, a singular problem could be of such serious magnitude that it alone constitutes an unsatisfactory rating. An Unsatisfactory rating should be supported by referencing the management tools used to notify the contractor of the contractual deficiencies (e.g., Management, Quality, Safety, or Deficiency Reports, or letters). Objective: The objective of this Task Order statement of work is to provide SUBSAFE Certification for the VIRGINIA Class program. Measures of Effectiveness: The measures of effectiveness will apply to overall Task Order management. Typical measures to be applied include: quality performance, technical performance, technical expertise, cost performance, cost containment or reduction, timeliness, innovation, consistency, and management effectiveness. Standards: The standards for the Task Order are derived from the measures of effectiveness and are tailored to maximize Task Order effectiveness. The annual rating assigned for the effort performed under this task order shall determine if a reduction is required to the fixed fee amount. In accordance with Clause CAR H-07 in Section H of the basic contract, if the contracting officer assigns an unsatisfactory rating for the period evaluated, the contracting officer will take unilateral action to provide for a fee reduction convering the performance period evaluated.

13 11 of 29 SECTION F DELIVERABLES OR PERFORMANCE TIME OF DELIVERY (JUN 1997) The period of performance for this task order shall be from the effective date of award (Block 3 of Delivery Order Form) through five (5) years. Data deliverables shall be delivered in accordance with Section C, subsections 4.0, 9.0 and 10.0.

14 12 of 29 SECTION G CONTRACT ADMINISTRATION DATA Task Order Manager: James B. Boyd, Code 2001 Naval Surface Weapons Center, Carderock Division 9500 MacArthur Blvd. West Bethesda, MD Phone: james.b.boyd@navy.mil Contracting Officer: Laura Rider, Code 3321 (or any NSWCCD Warranted Contracting Officer) Naval Surface Warfare Center, Carderock Division 9500 MacArthur Blvd. West Bethesda, MD Phone: (301) Laura.Rider@navy.mil SUBMISSION OF INVOICES (COST - REIMBURSEMENT, TIME-AND-MAERIALS, LABOR-HOUR, OR FIXED PRICE INCENTIVE (JUL 1992) A copy of every invoice shall also be provided to the individuals listed below, at the address shown: TASK ORDER MANAGER: Naval Surface Warfare Center, Carderock Division Attn: Code 2001 (James B. Boyd, Jr.) 9500 MacArthur Blvd. West Bethesda, MD CONTRACTING OFFICER: Naval Surface Warfare Center, Carderock Division Attn: Code 3321 (Laura Rider) 9500 MacArthur Blvd. West Bethesda, MD CONTRACT SPECIALIST: Naval Surface Warfare Center, Carderock Division Attn: Code 3321 (Esterlena Unger) 9500 MacArthur Blvd. West Bethesda, MD FINANCE: Naval Surface Warfare Center, Carderock Division Attn: Code MacArthur Blvd. West Bethesda, MD DCAA: Defense Contract Audit Agency (DCAA)

15 13 of 29 North Carolina Branch Office (336) NAVSEA ALLOTMENT OF FUNDS (MAY 1993) (a) This contract is incrementally funded with respect to both cost and fee. The amount(s) presently available and allotted to this contract for payment of fee for incrementally funded contract line item number/contract subline item number (CLIN/SLIN), subject to the clause entitled "FIXED FEE" (FAR ) or "INCENTIVE FEE" (FAR ), as appropriate, is specified below. The amount(s) presently available and allotted to this contract for payment of cost for incrementally funded CLINs/SLINs is set forth below. As provided in the clause of this contract entitled "LIMITATION OF FUNDS" (FAR ), the CLINs/SLINs covered thereby, and the period of performance for which it is estimated the allotted amount(s) will cover are as follows: Fixed Fee shall be allocated to cost in accordance with the Fixed Fee Schedule in Section B of this order: ESTIMATED ITEM(S) ALLOTTED TO COST ALLOTTED TO FEE PERIOD OF PERFORMANCE 1000AB $,571 $ 1,179 1 month after award 3000AB $ 250 N/A 1 month after award 1000AC $ 42,381 $ 2, December AC $ 500 N/A 30 December AD $ 28,096 $ 1, February AD $ 500 N/A 06 February AE $177,143 $ 8, August AF $ 95,8 $ 4, November AG $ 99,048 $ 4, April AH $181,631 $ 8, December AJ $102,392 $ 4, August AK $ 38,379 $ 1, September AE $ 6,000 N/A 27 September AL $ 37,692 $ 1, November AM $182,692 $ 7, July AN $ 899 $ July AF $ 7,065 $ N/A 08 October AP $ 37,746 $ 1, October AQ $2,147 $ 7, October AR $ 26,634 $ November AS $ 19,017 $ December AT $ 7,517 $ December AU $109,470 $ 0 04 December AV $ 28,568 $ 0 04 December AG $ 1,432 $ 0 04 December AW $ 49,000 $ 0 04 December AX $ 40,000 $ 0 04 December AY $ 54,700 $ 0 04 December AH $ 4,000 $ 0 04 December AZ $ 70,700 $ 0 04 December AJ $ 4,000 $ 0 04 December BA $ 33,000 $ 0 04 December BB $ 40,000 $ 0 04 December BC $ 16,796 $ 0 04 December BD $ 43,500 $ 0 04 December BE $ 46,000 $ 0 04 December 2009 (b) The parties contemplate that the Government will allot additional amounts to this contract from time to time for the incrementally funded CLINs/SLINs by unilateral contract modification, and any such modification shall state

16 14 of 29 separately the amount(s) allotted for cost, the amount(s) allotted for fee, the CLINs/SLINs covered thereby, and the period of performance which the amount(s) are expected to cover. (c) Fully funded CLINs/SLINs and performance under these CLINs/SLINs is subject to the clause of the basic contract entitled "LIMITATION OF COST" (FAR ) or "LIMITATION OF COST (FACILITIES)" (FAR ), as applicable. (d) The Contractor shall segregate costs for the performance of incrementally funded CLINs/SLINs from the costs of performance of fully funded CLINS/SLINS. (NAVSEA LEVEL OF EFFORT (DEC 2000) (a) The Contractor agrees to provide the total level of effort specified in the next sentence in performance of the work described in Sections B and C of this contract. The total level of effort for the performance of this contract shall be 14,784 total man-hours of direct labor (based upon the Government estimate of 2464 hours per year, including subcontractor direct labor for those subcontractors specifically identified in the Contractor's proposal as having hours included in the proposed level of effort. (b) Of the total man-hours of direct labor set forth above, it is estimated that _0_(to be identified at the task order level) man-hours are uncompensated effort. Uncompensated effort is defined as hours provided by personnel in excess of 40 hours per week without additional compensation for such excess work. All other effort is defined as compensated effort. If no effort is indicated in the first sentence of this paragraph, uncompensated effort performed by the Contractor shall not be counted in fulfillment of the level of effort obligations under this contract. (c) Effort performed in fulfilling the total level of effort obligations specified above shall only include effort performed in direct support of this contract and shall not include time and effort expended on such things as (local travel to and from an employee's usual work location), uncompensated effort while on travel status, truncated lunch periods, work (actual or inferred) at an employee's residence or other non-work locations (except as provided in paragraph (j) below), or other time and effort which does not have a specific and direct contribution to the tasks described in Sections B and C. (d) The level of effort for this contract shall be expended at an average rate of approximately 40 hours per week. It is understood and agreed that the rate of man-hours per month may fluctuate in pursuit of the technical objective, provided such fluctuation does not result in the use of the total man-hours of effort prior to the expiration of the term hereof, except as provided in the following paragraph. (e) If, during the term hereof, the Contractor finds it necessary to accelerate the expenditure of direct labor to such an extent that the total man hours of effort specified above would be used prior to the expiration of the term, the Contractor shall notify the Contracting Officer in writing setting forth the acceleration required, the probable benefits which would result, and an offer to undertake the acceleration at no increase in the estimated cost or fee together with an offer, setting forth a proposed level of effort, cost breakdown, and proposed fee, for continuation of the work until expiration of the term hereof. The offer shall provide that the work proposed will be subject to the terms and conditions of this contract and any additions or changes required by then current law, regulations, or directives, and that the offer, with a written notice of acceptance by the Contracting Officer, shall constitute a binding contract. The Contractor shall not accelerate any effort until receipt of such written approval by the Contracting Officer. Any agreement to accelerate will be formalized by contract modification. (f) The Contracting Officer may, by written order, direct the Contractor to accelerate the expenditure of direct labor such that the total man hours of effort specified in paragraph (a) above would be used prior to the expiration of the term. This order shall specify the acceleration required and the resulting revised term. The Contractor shall acknowledge this order within five days of receipt. (g) If the total level of effort specified in paragraph (a) above is not provided by the Contractor during the period of this contract, the Contracting Officer, at its sole discretion, shall either (i) reduce the fee of this contract as follows:

17 15 of 29 Fee Reduction = Fee (Required LOE minus Expended LOE divided by Reqired LOE) or (ii) subject to the provisions of the clause of this contract entitled "LIMITATION OF COST" (FAR ) or "LIMITATION OF COST (FACILITIES)" (FAR ), as applicable, require the Contractor to continue to perform the work until the total number of man hours of direct labor specified in paragraph (a) above shall have been expended, at no increase in the fee of this contract. (h) The Contractor shall provide and maintain an accounting system, acceptable to the Administrative Contracting Officer and the Defense Contract Audit Agency (DCAA), which collects costs incurred and effort (compensated and uncompensated, if any) provided in fulfillment of the level of effort obligations of this contract. The Contractor shall indicate on each invoice the total level of effort claimed during the period covered by the invoice, separately identifying compensated effort and uncompensated effort, if any. (i) Within 45 days after completion of the work under each separately identified period of performance hereunder, the Contractor shall submit the following information in writing to the Contracting Officer with copies to the cognizant Contract Administration Office and to the DCAA office to which vouchers are submitted: (1) the total number of man hours of direct labor expended during the applicable period; (2) a breakdown of this total showing the number of man hours expended in each direct labor classification and associated direct and indirect costs; (3) a breakdown of other costs incurred; and (4) the Contractor's estimate of the total allowable cost incurred under the contract for the period. Within 45 days after completion of the work under the contract, the Contractor shall submit, in addition, in the case of a cost underrun; (5) the amount by which the estimated cost of this contract may be reduced to recover excess funds and, in the case of an underrun in hours specified as the total level of effort; and (6) a calculation of the appropriate fee reduction in accordance with this clause. All submissions shall include subcontractor information. CAR-I18 TECHNICAL INSTRUCTIONS (DEC 2001) (a) Performance of the work hereunder may be subject to written technical instructions signed by the Task Order Manager. As used herein, technical instructions are defined to include the following: (1) Directions to the Contractor that suggest pursuit of certain lines of inquiry, shift work emphasis, fill in details or otherwise serve to accomplish the statement of work. (2) Guidelines to the Contractor that assist in the interpretation of drawings, specifications or technical portions of work description. (b) Technical instructions must be within the general scope of work stated in the task order. Technical instructions may not be used to: (1) assign additional work under the task order; (2) direct a change as defined in the Changes clause of the base contract; (3) increase or decrease the contract price or estimated amount (including fee), as applicable, the level of effort, or the time required for task order performance; or (4) change any of the terms, conditions or specifications of the task order. (c) If, in the opinion of the Contractor, any technical instruction calls for effort outside the scope of the task order or is inconsistent with this requirement, the Contractor shall notify the Contracting Officer in writing within ten (10) working days after the receipt of any such instruction. The Contractor shall not proceed with the work affected by the technical instruction unless and until the Contracting Officer notifies the Contractor that the technical instruction is within the scope of this task order. (d) Nothing in the paragraph (c) of this clause shall be construed to excuse the Contractor from performing that portion of the task order statement of work which is not affected by the disputed technical instruction.

18 16 of 29 Accounting Data SLINID PR Number Amount AB AA 97X4930.NH1C F $24, AB AA 97X4930.NH1C F $250 BASE Funding Cumulative Funding MOD AC AB 97X4930 NH1C F $44, AC AB 97X4930 NH1C F $ MOD 01 Funding Cumulative Funding MOD AD AD AC 97X4930 NH1C F , AD AD AC 97X4930 NH1C F $500 MOD 02 Funding Cumulative Funding MOD AE AD 97X4930 NH1C F $186,000 MOD 04 Funding Cumulative Funding MOD AF AE 97X4930 NH1C F $100,000 MOD 05 Funding Cumulative Funding MOD AG AF 97X4930 NH1C F $104,000 MOD 06 Funding Cumulative Funding

19 17 of 29 MOD AH AG 97X4930 NH1C F $190,000 MOD 07 Funding Cumulative Funding MOD AJ AH WAWZC D $107,000 N WX21260/AA MOD 08 Funding Cumulative Funding MOD AK AJ 97X4930 NH1C F $40, AE AJ 97X4930 NH1C F $6,000 MOD 09 Funding Cumulative Funding MOD AL AK 97X4930 NH1C F $39,200 MOD 10 Funding Cumulative Funding MOD AM AL 97X4930 NH1C F $190,000 MOD 11 Funding Cumulative Funding MOD AN AM 97X4930 NH1C F $ AF AM 97X4930 NH1C F $7,065 MOD 12 Funding Cumulative Funding MOD AP AK 97X4930 NH1C F $39, AQ

20 18 of 29 AN 97X4930 NH1C F $0,400 MOD 13 Funding Cumulative Funding MOD AR AK 97X4930 NH1C F $27,500 MOD 14 Funding Cumulative Funding MOD AS AK 97X4930 NH1C F $19,635 MOD 15 Funding Cumulative Funding MOD AT AP 97X4930 NH1C F $7,760 MOD 16 Funding Cumulative Funding MOD AU AP 97X4930 NH1C F $109, AV AQ 97X4930 NH1C F $28, AG AQ 97X4930 NH1C F $1,432 MOD 17 Funding Cumulative Funding MOD AW AQ 97X4930 NH1C F $49, AX AR 97X4930 NH1C F $40, AY AP 97X4930 NH1C F $54, AH AQ 97X4930 NH1C F $4,000 MOD 19 Funding Cumulative Funding MOD 20

21 19 of AZ AS 97X4930 NH1C F $70, BA AP 97X4930 NH1C F $33, AJ AS 97X4930 NH1C F $4,000 MOD 20 Funding Cumulative Funding MOD BB AQ 97X4930 NH1C F $40,000 MOD 21 Funding Cumulative Funding MOD BC AS 97X4930 NH1C F $16,796 MOD 22 Funding Cumulative Funding MOD 1000BD AQ 97X4930 NH1C F $43, BE AS 97X4930 NH1C F $46,000 MOD Funding Cumulative Funding

22 20 of 29 SECTION H SPECIAL CONTRACT REQUIREMENTS Section H clauses are in accordance with Section H of the IDIQ contract MANDATORY FACILITY/SECURITY REQUIREMENTS In order to perform this tasking, the Contractor must possess a Secret Facility Clearance and each proposed Key Person must also possess a Secret Clearance (See DD Form 254 which is an attachment to this solicitation). KEY PERSONNEL - All Key Personnel must be eligible for and maintain eligibility for a SECRET clearance. H-7 SUBSTITUTION OF TEAM MEMBERS AND SUBSTITUTION OF PERSONNEL Steven Sites is approved for the key personnel position of Principal Engineer. In accordance with H-7 of the basic contract, no substitution shall be made without prior modification to and concurrence of the NSWCCD Contracting Officer. Any proposed proposed substitutions shall be made in accordance with H-7 of the basic contract and shall include the actual hourly rate of the individual proposed for substitution. FACILITY - SECRET facility as required by DD Form 254 (Attachment). CAR-H07 Prospective Fee Amount Reduction Incentive Plan (APR 2004) (NSWCCD) (a) Introduction: The contractor s performance on task orders issued under this contract will be evaluated by the Government as described in this contract clause. The first evaluation will cover the period ending twelve months after date of contract award with successive evaluations being performed for each twelve-month period thereafter until the contractor completes performance under all task orders. For each twelve-month period, the Government will evaluate the contractor s performance under each individual task order. The evaluation will encompass all work performed by the contractor at any time during the twelve-month period but will not include cumulative information from prior reports. However, at the discretion of the Contracting Officer, the evaluation may be waived for any individual task order where the work performed by the contractor during the twelve-month period is less than 90 days. Based on the evaluation results for each task order, the Contracting Officer will assign an overall performance rating to the individual task order in accordance with paragraph (b) of this clause. If the Contracting Officer assigns an "Unsatisfactory" performance rating to a task order for the period evaluated, the Contracting Officer will take unilateral action to provide for a fee reduction for that task order covering the performance period evaluated. (b) Performance Ratings: The Government will evaluate the contractor s performance of the Statement of Work for each task order, and the Contracting Officer will assign one of the following ratings: (1) Excellent (2) Very Good (3) Satisfactory (4) Unsatisfactory The standards associated with these ratings are given in the following Table 1. Table 1: Overall Performance Ratings for Individual Task Orders Overall Performance Rating Excellent Very Good Standard Excellent ratings for all performance evaluation criteria. A combination of Excellent and Satisfactory ratings determined by the Contracting Officer to

23 21 of 29 Satisfactory Unsatisfactory exceed Satisfactory overall. A minimum of Satisfactory ratings for all performance evaluation criteria. A rating of Unsatisfactory for one or more performance evaluation criteria. (c) Incentive Objectives. The purpose of including a prospective fee amount reduction incentive in this contract is to ensure that the Government receives at least Satisfactory overall performance under each task order. (d) Performance Evaluation Criteria. The contractor s performance under each task order will be evaluated using the criteria and standards provided for each objective, and identified in Tables 2 through 4 of this contract clause. (e) Organization. The performance evaluation organization consists of the Contracting Officer, who will serve as the Incentive Determining Official, and the Contracting Officer s Representative (COR) (the COR is replaced by a Task Order Manager (ToM) for SeaPort-e task orders). In some instances, a Technical Point of Contact (TPOC) will be assigned to the contract or task order in lieu of a COR/ToM. (1) Contracting Officer: The Contracting Officer is responsible for properly administering the performance evaluation process, maintaining the official performance evaluation file, and making incentive determinations. (2) COR: The COR maintains the written records of the contractor s performance so that a fair and accurate evaluation is obtained. The COR coordinates and compiles the evaluation reports. In the case of a SeaPort-e task order, in lieu of a COR, a Task Order Manager (ToM) will maintain the records and coordinate/compile the evaluation reports. (3) Technical Points of Contact (TPOCs). When assigned, the TPOC will provide ongoing performance monitoring, evaluate task performance based on the task order SOWs and assist in the preparation of the evaluation report. (f) Evaluation Schedule. Each performance evaluation period will be 12 months in length. The Government will evaluate all work performed by the contractor at any time during the twelve-month period unless waived by the Contracting Officer in accordance with paragraph (a) of this clause. Following each evaluation period, the Contracting Officer (or Contract Negotiator if so designated by the Contracting Officer and the COR/TPOC/ToM, as appropriate, will hold a meeting with the contractor s Senior Technical Representative to review performance under the task order, including overall trends, specific problem areas, if any, and their resolution. Other Government and contractor personnel may also participate as deemed appropriate. (g) Contractor s Review of the Evaluation Report and Self-Evaluation. The Contracting Officer will provide the evaluation report to the contractor as soon as practicable after completion of the evaluation. Contractors shall be given a minimum of 15 calendar days to submit comments, rebut statements, or provide additional information. The contractor may also submit a Self-Evaluation Report for consideration. The report must include an overall performance rating for the contract or task order covering the evaluation period and may include whatever information the contractor deems relevant to support that rating. The report shall not exceed two (2) pages in length. (h) Incentive Determination. The Contracting Officer will make an incentive determination for each task order at the end of each evaluation period. The determination will be based upon the COR s/tpoc s/tom s recommendations, the contractor s comments including any Self-Evaluation Report, and any other information deemed relevant by the Contracting Officer. The Contracting Officer shall resolve disagreements between the COR s/tpoc s/tom S recommendations and the contractor s comments/report regarding the evaluation. The Contracting Officer s incentive determination is unilateral and final. The Contracting Officer will document the determination and provide a copy to the contractor. (i) This performance evaluation does not replace any other requirement for evaluating contractor performance that may be required by this contract or task order such as a Contractor Performance Assessment Reporting System (CPARS) report, or a Task Order Performance Evaluation (TOPE) report in the case of a SeaPort-e task order. TABLE 2: TASK PERFORMANCE EVALUATION CRITERIA AND STANDARDS

24 22 of 29 CRITERION UNSATISFACTORY SATISFACTORY EXCELLENT Task Performance Staffing Timeliness Customer Satisfaction Work product fails to meet Acceptable Quality Levels (AQLs) defined in Perfor-mance Requirements Summary Table, (see Attachment (1) to this Table 2). Contractor provides marginally qualified or unqualified personnel. Lapses in coverage occur regularly. Contractor frequently misses deadlines, schedules, or is slow to respond to government requests or is nonresponsive to government requests. Fails to meet customer expectations Work product routinely meets Acceptable Quality Levels (AQLs) defined in Performance Require-ments Summary Table, (see Attachment (1) to this Table 2). Contractor provides qualified personnel. Lapses in coverage may occasionally occur and are managed per individual task order policy. Contractor routinely meets deadlines, schedules, and responds quickly to government requests. Meets customer expectations. Work product frequently exceeds Acceptable Quality Levels (AQLs) defined in Performance Requirements Summary Table, (see Attachment (1) to this Table 2). Contractor provides highly qualified personnel. Contractor reassigns personnel to ensure proper coverage. Actual lapses in coverage occur very rarely, if ever, and are managed per individual task order policy. Contractor ensures staff training remains current. Contractor always meets deadlines, schedules, and responds immediately to government requests. Exceeds customer expectations. PERFORMANCE REQUIREMENTS SUMMARY TABLE Task Area Performance Objective Performance Standard Acceptable Quality Level (AQL) Quality Surveillance Plan Typical Monitoring Methods (a) Technical documentation including CM data, Field

25 of 29 Configuration Management (a) Prepare, review and revise technical documentation (b) Maintain (b) Databases are AN/UNQ-9 and accurate and AN/BQH-9(V) data accessible to repository. required parties (c) Perform configur-ation audits (includes Functional and Physical Configur-ation (FCAs and PCAs) audits). (d) Perform CM documentation library services for AN/UNQ-9 and AN/BQH-9(V). Change (FC) (a) Documents are analysis reports, technically accurate Test & Evaluation and grammatically plans and ECPs correct. Documents require no more and revisions are than two (2) delivered IAW review/ agreed upon comment/approval schedules cycles to meet acceptance. 90% completed by due date. (c) Audits are technically accurate for the sampling range. Audit reports are clear and concise. (b) Database is maintained with information not more than 45 days old and is accessible 95% of the time on a 24 hour/7 day basis. (c) Audits are performed for 100% of the sampling range for specified hardware. Audit accuracy is greater than 98%. Audit reports identify deficiencies in a clear and concise manner to allow for expeditious Government corrective action. (d) User feedbacks (d) Service is are 80% positive provided in a and available courteous, information is responsive, and provided to users professional manner to support and users are determination of satisfied. potential alternate sources. (a) Government oversight of review/ comment/approval process. (b) Government review of databases and user surveys. (c) Government oversight of audits process, Government collection of informa-tion from hardware maintenance and handling activities that reveal hardware configuration information and review of methods and procedures. (d) User feedback surveys. (a) Technical documentation including

26 24 of 29 Production Engineering Support (a) Prepare and revise production technical documentation. (b) Perform technical and supportability reviews. (a) Documents are engineering technically accurate drawings, and grammatically specifications, and correct. Documents changes require no and revisions are more than two (2) delivered IAW review/comment/ agreed upon approval cycles to schedules meet acceptance. 90% completed by due date. (b) Reviews follow current DoD policy and/or industry standards. Proposed corrective actions identify deficiencies in a clear and concise manner to allow for expeditious Government action. (b) Reviews require no more than two (2) review/comment/ approval cycles, to meet acceptance. 90% include proposed corrective actions. 90% completed by due date (a) Government oversight of review/ comment/approval process and timeliness (b) Government oversight of review/comment/ approval process, timeliness and review of methods and procedures Reliability/Quality Assurance (a) Prepare draft documents and plans. Documents and plans are accurate and reflect all applicable regulations/standards and information in other program documents. (a) Documents and plans are technically accurate and grammatically correct. Documents and revisions are delivered IAW agreed upon schedules. Documents and plans comply with current DoD policy and/or industry standards. (a) Reviews require no more than three (3) review/comment/ approval cycles to meet acceptance. 90% follow the most recent version of DoD policy and/or industry standard and 90% completed by due date. (b) Analyses and (a) Government oversight of review/comment/ approval process and timeliness.

27 25 of 29 (b) Perform analyses and investigations. (b) Analyses and investigations include adequate depth and breadth to clearly identify and qualify issues. Current DoD policy and/or industry standards are followed. Results delivered IAW agreed upon schedules. investigations require no more than two (2) review/comment/ approval cycles, to meet acceptance. 90% include compre-hensive proposed corrective action if identifiable to allow for expeditious Government action. 90% completed by due date. (b) Government oversight of review/comment/ approval process, timeliness and review of methods and procedures. Acquisition Logistics Analysis and Planning (a) Perform supportability analyses. (b) Prepare draft documents, plans, and schedules. (a) Analyses and investigations include adequate depth and breadth to clearly identify and qualify issues. Current DoD policy and/or industry standards are followed. Results delivered IAW agreed upon schedules. (b) Documents and plans are technically accurate and grammatically correct. Documents and revisions are delivered IAW agreed upon schedules. Documents and plans comply with current DoD policy and/or industry standards. (a) Analyses require no more than two (2) review/comment/ approval cycles to meet acceptance. 90% follow the most recent version of DoD policy and/or industry standard and 90% completed by due date. (b) Reviews require no more than three (3) review/comment/ approval cycles to meet acceptance. 90% comply with other current program schedules. 90% follow the most recent version of DoD policy and/or industry standard 90% completed by due date. (c) Databases and websites are maintained with (a) Government oversight of review/ comment/approval process, timeliness and review of methods and procedures. (b) Government oversight of review/ comment/approval process and timeliness.

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