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

1. CONTRACT ID CODE OF S AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT U 1 2 2. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (If applicable) 06-May-2013 N5701213RC0017B N/A 6. ISSUED BY CODE N00244 7. ADMINISTERED BY (If other than Item 6) CODE S2404A NAVSUP FLC San Diego, Code 200 3985 Cummings Road San Diego CA 92136-4200 daniel.mahan@navy.mil 805-982-2190 DCMA Manassas 10500 BATTLEVIEW PARKWAY, SUITE 200 MANASSAS VA 20109-2342 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) 9A. AMENDMENT OF SOLICITATION NO. Whitney, Bradley and Brown, Inc. 11790 Sunrise Valley Drive Reston VA 20191-1404 9B. DATED (SEE ITEM 11) CAGE CODE [X] 10A. MODIFICATION OF CONTRACT/ORDER NO. - 10B. DATED (SEE ITEM 13) 8Z634 FACILITY CODE 01-Apr-2011 11. 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 43.103(b). [ ] C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: [X] D. OTHER (Specify type of modification and authority) FAR 52.232-22, Limitation of Funds E. IMPORTANT: Contractor [ X ] is not, [ ] is required to sign this document and return copies to the issuing office. 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) SEE 2 15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Daniel R Mahan, Contracting Officer 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /s/daniel R Mahan 06-May-2013 (Signature of person authorized to sign) (Signature of Contracting Officer) NSN 7540-01-152-80 PREVIOUS EDITION UNUSABLE 30-105 STANDARD FORM 30 (Rev. 10-83) Prescribed by GSA FAR (48 CFR) 53.243

2 of 2 GENERAL INFORMATION The purpose of this modification is to add incremental funding. Accordingly, said Task Order is modified as follows: A conformed copy of this Task Order is attached to this modification for informational purposes only. The Line of Accounting information is hereby changed as follows: The total amount of funds obligated to the task is hereby increased from $2,845,323.00 by $1,003,308.00 to $3,848,631.00. CLIN/SLIN Type Of Fund From ($) By ($) To ($) 420002 O&MN,N 0.00 1,003,308.00 1,003,308.00 The total value of the order is hereby increased from $4,262,957.00 by $0.00 to $4,262,957.00.

1 of 27 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 ------ ----------------- --------- ---- --------------- --------------- -------------- 4000 N8 Force 13400.0 LH $1,224,451.00 $73,467.00 $1,297,918.00 Requirements (TBD) 400001 Incremental Funding (O&MN,N) 400002 Incremental Funding (O&MN,N) 400003 Incremental Funding (O&MN,N) 4100 N8 Force 13400.0 LH $1,248,928.00 $74,936.00 $1,323,864.00 Requirements (TBD) 410001 Incremental Funding (O&MN,N) 410002 Incremental Funding (O&MN,N) 4200 N8 Force 13400.0 LH $1,273,896.00 $76,434.00 $1,350,330.00 Requirements (O&MN,N) 420001 (O&MN,N) 420002 (O&MN,N) 4300 N8 Force 13400.0 LH $1,299,368.00 $77,962.00 $1,377,330.00 Requirements (TBD) Option 4400 N8 Force 13400.0 LH $1,325,356.00 $79,521.00 $1,404,877.00 Requirements (TBD) Option For ODC Items: Item Supplies/Services Qty Unit Est. Cost ------ ----------------- --------- ---- ---------------- 6000 Travel (TBD) 1.0 LO $94,097.00

2 of 27 600001 Incremental Funding (O&MN,N) 6100 Travel (O&MN,N) 1.0 LO $96,920.00 610001 Incremental Funding (O&MN,N) 6200 Travel (O&MN,N) 1.0 LO $99,828.00 620001 (O&MN,N) 6300 Travel (TBD) 1.0 LO $102,823.00 Option 6400 Travel (TBD) 1.0 LO $105,9.00 Option NOTE A - The Base Period will commence on the date of Task Order award. CONTRACT TYPE SUMMARY FOR PAYMENT OFFICE (COST TYPE) (NAVSEA) (FEB 1997) The entire contract is a cost-type order. The clause entitled "LIMITATION OF COST" (FAR 52.232-20) or "LIMITATION OF FUNDS" (FAR 52.232-22), as appropriate, shall apply separately and independently to each separately identified estimated cost. PAYMENTS OF FEE(S) (LEVEL OF EFFORT) (NAVSEA) (MAY 1993) (a) For purposes of this contract, "fee" means "target fee" in cost -plus-incentive-fee type contracts, "base fee" in cost-plus-award-fee type contracts, or "fixed fee" in cost-plus-fixed-fee type contracts for level of effort type contracts. (b) The Government shall make payments to the Contractor, subject to and in accordance with the clause in this contract entitled "FIXED FEE" (FAR 52.216-8) or "INCENTIVE FEE", (FAR 52.216-10), as applicable. Such payments shall be equal to 6.0 percent of the allowable cost of each invoice submitted by and payable to the Contractor pursuant to the clause of the contract entitled "ALLOWABLE COST AND PAYMENT" (FAR 52.216-7), subject to the withholding terms and conditions of the "FIXED FEE" or "INCENTIVE FEE" clause, as applicable (percentage of fee is based on fee dollars divided by estimated cost dollars, including facilities capital cost of money). Total fee(s) paid to the Contractor shall not exceed the fee amount(s) set forth in this contract. (c) The fee(s) specified in SECTION B, and payment thereof, is subject to adjustment pursuant to paragraph (g) of the special contract requirement entitled "LEVEL OF EFFORT." If the fee(s) is reduced and the reduced fee(s) is less than the sum of all fee payments made to the Contractor under this contract, the Contractor shall repay the excess amount to the Government. If the final adjusted fee exceeds all fee payments made to the contractor under this contract, the Contractor shall be paid the additional amount, subject to the availability of funds. In no event shall the Government be required to pay the Contractor any amount in excess of the funds obligated under this contract at the time of the discontinuance of work. (d) Fee(s) withheld pursuant to the terms and conditions of this contract shall not be paid until the contract has been modified to reduce the fee(s) in accordance with the "LEVEL OF EFFORT" special contract requirement, or until the Procuring Contracting Officer has advised the paying office in writing that no fee adjustment is required.

3 of 27 SECTION C DESCRIPTIONS AND SPECIFICATIONS PERFORMANCE WORK STATEMENT Commander, Naval Air Forces N8/N40 Support Commander, Patrol and Reconnaissance Group Support 1.0 Introduction This Performance Work Statement (PWS) provides for contractor support services to Commander, Naval Air Forces, U.S. Pacific Fleet, San Diego, CA; Commander, Naval Air Forces, U.S. Atlantic Fleet, Norfolk, VA; Commander, Patrol and Reconnaissance Group, Norfolk, VA. 2.0 Background The Commander, Naval Air Forces, U. S. Pacific Fleet (CNAP) and Commander, Naval Air Forces, U.S. Atlantic Fleet (CNAL) are Echelon 3 commands, and the Commander, Patrol and Reconnaissance Group is an Echelon 4 command, responsible for providing manned, trained and equipped aviation units and aircraft carriers to combatant commanders. Over the next 10 years every community in Naval Aviation will transition to a new Type/Model /Series (T/M/S) aircraft and a new class of aircraft carrier will be introduced. As the single voice of aviation requirements for the fleet, Commander, Naval Air Forces (CNAF) N8 is responsible for ensuring the operational requirements to maintain the current readiness of existing forces (via OPNAV N4) and to introduce future aircraft, aircraft carriers and weapons systems (via OPNAV N88 and N2/6) are properly represented. CNAF N40 is responsible for planning all Navy Aviation transitions to new aircraft, capability upgrades and sundown of legacy aircraft while maintaining combat readiness in support of the Global Force Management (GFM), the Chief of Naval Operations (CNO) directed Fleet Response Plan (FRP) and any Requests for Forces (RFFs) via the Master Aviation Plan (MAP). In order to execute the MAP and the Navy s transformation plan, CNAF N8, N40 and N1 require contract support with proficiency in the man/train/equip functions of these Echelon 3 and 4 commands, as well as the Planning, Programming, Budgeting and Execution (PPBE) process. Contractor must have experience and proficiency in the Navy s transition processes, permanent duty station changes, homeport changes, Immediate Superior in Charge (ISIC) changes, Prepare To Deploy Order (PTDO) requirements, the Navy s organizational, manpower and manning system, aircrew and maintenance training, National Environmental Policy Act (NEPA) requirements, site evaluation and facilities requirements, basing and infrastructure requirements, Navy finance and budgeting system, and operational aviation to include aviation squadrons, air wings and aircraft carriers. At the Echelon 4 level, contractor support is also required to support critical transitions to the P-8A Multi-Mission Aircraft (MMA). In addition, experience with the OPNAV PPBE process, an understanding of the Maritime Patrol and Reconnaissance Aircraft (MPRA) operational mission areas and UAS technologies, and experience with the Navy's manpower at the staff level are required. 3.0 Scope and Objective The scope and objective of this order is to obtain the requisite level of knowledge and capability for performance of tasks defined in Section 4 of this work statement, and provides support services for the overall operational objectives of CNAF. Services provided are in support of CNAF squadron, air wing and aircraft carrier transition processes, and CNAF PPBE processes for manning, basing, facilities, the Flying Hour Program account and other accounts associated with the manning, training and equipping of the Naval Air Forces. 4.0 Task Descriptions 4.1 CNAF N40/N1 T/M/S Transition Support 4.1.1 Contractor shall be familiar with the Navy aviation squadron, air wing and aircraft carrier introduction and transition processes, the CNAF Master Aviation Plan (MAP), and the DoD PPBE process as it applies to CNAF. 4.1.2 Analyze and validate requirements for transitioning aviation communities from legacy to new aircraft in accordance with the MAP. Analysis shall include a determination of requirements for home port/permanent duty station changes, manpower, facilities, aircraft and equipment, an assessment of available resources to meet these requirements, and identification of any shortfalls or excesses in the requirements, with the goal of enabling

4 of 27 transitions to occur on the approved timeline. (Daily) 4.1.3 Make recommendations for a consistent and standardized process to determine transition requirements and prepare transition requirements and budgets for review and approval by CNAF N8/N40 and CNAF comptrollers, and for submission to OPNAV N43 via the PPBE process. (Annually) 4.1.4 Make recommendations for the development of a Manpower Master Air Plan that will identify the manpower and phasing requirements necessary to ensure squadron, wing and aircraft carrier manpower requirements are planned and programmed to enable execution of the MAP. (Annually) 4.1.5 Draft MAP planning documentation for the semi-annual MAP conference to include naval messages announcing the conference, conference agenda and briefing templates, conference scheduling and location, and summary of conference results and future required actions. (Semi-annually) 4.1.6 Analyze and validate requirements and make recommendations to T/M/S Transition Executive Steering Committees (ESC), Fleet Introduction Teams, and Project Focus Groups to ensure transition planning and execution decisions are made with the fullest possible understanding of requirements, timelines and costs. In the development of this analysis, participate in new T/M/S site evaluation team visits. (Monthly) 4.2 CPRG P-8A Multi-Mission Aircraft Transition Support 4.2.1 Contractor shall be familiar with P-8A Multi-Mission Aircraft operational mission areas, deployment cycles, the DoD PPBE process, and P-3C and P-8A basing, manpower, training, maintenance, aircraft, facilities and equipment requirements. 4.2.2 Analyze and validate requirements for the Multi-Mission Maritime Aircraft Transition Team (MMATT) for the MPRF community transition from the P-3C aircraft to the P-8A aircraft. Analysis will include determination of basing manpower, aircraft, facilities and equipment requirements to introduce and operationally deploy the P-8A aircraft in accordance with the timeline specified in the MAP. (Daily) 4.2.3 Make recommendations to the MMATT for the most cost-effective and operationally efficient courses of action to introduce and operationally deploy the P-8A aircraft on the MAP timeline. (Monthly) 4.2.4 Draft transition activities information for the MMATT ESC for information, review, approval and endorsement. (Quarterly) 4.2.5 Prepare requirements analysis and transition progress briefing materials for presentation to MMATT, MMATT ESC, and higher echelon staffs. Attend stakeholder requirements and transition progress reviews to remain informed of the latest program of record status and issues. (Monthly) 4.2.6 Review and develop recommendations for an alternative process to improve transition project monitoring and reporting. (Annually) 4.3 CNAF N8C Readiness Requirements Support (San Diego) 4.3.1 Contractor shall be familiar with the CNAF Flying Hour Program, Aircraft Depot Maintenance, Weapons Depot Maintenance, Ship Depot Maintenance, and other budgetary accounts associated with squadron, air wing and aircraft carrier readiness accounts, the DoD PPBE process, Program Budget Information System (PBIS), Flight Hour Resource Model (FHRM), and naval aviation facilities requirements. 4.3.2 Analyze and validate readiness requirements and perform budgetary analysis for the CNAF Flying Hour Program and related readiness accounts for squadrons, air wings and aircraft carriers to determine appropriate levels of resources (flying hours, TAD dollars, PRE/PRL support, depot level maintenance, etc.) required to support the Fleet Readiness Training Plan (FRTP) across the Fiscal Year Defense Plan (FYDP). (Daily) 4.3.3 Perform assessments of programming decision impacts to readiness and make recommendations for mitigations to potential programming shortfalls across naval aviation accounts. Validate and recommend approval of current readiness requirements submissions. Draft papers and briefings to provide readiness requirements and assessment information for presentation to CNAF and higher echelon staffs. (Daily) 4.3.4 Attend OPNAV N4 and other stakeholder readiness requirements reviews to present CNAF inputs to the

5 of 27 readiness requirements PPBE process. (Bi-monthly) 4.3.5 Make recommendations for the development of requirements and budgeting models for all naval aviation readiness accounts to improve fidelity and the ability to rapidly determine requirements and assess impacts of programming or budgeting decisions affecting the accounts. (Annually) 4.3.6 Participate in CNAF facilities assessments to stay informed of the condition of naval aviation facilities and make recommendations for the most effective programming of resources to sustain, renovate, and modernize facilities. Quarterly) 4.3.7 As required, provide analysis and make recommendations for CNAF inputs to the Global Support Infrastructure Plan (GSIP) and Regional Mission Integration Group (RMIG) development and review processes. (Quarterly) 4.4 CNAF N80 Warfighting Requirements Support 4.4.1 Contractor shall have practiced knowledge of the Department of Defense Joint Capabilities Integration and Development System (JCIDS) which defines acquisition requirements and evaluation criteria for future defense programs, PPBE process, warfighting and platform wholeness concept of operations (CONOPS) development process, and acquisition programs of record for major naval aviation warfighting platforms and weapons systems. 4.4.2 Review and analyze JCIDS documents, warfighting and platform wholeness CONOPS, Naval Aviation Requirements Group (NARG) issues, budget issue sheets, capability assessments, and other documents that support the definition and assessment of warfighting requirements and capabilities. Identify requirements and budget issues that require higher level review as CNAF prepares inputs for the JCIDS and PPBE processes. (Weekly) 4.4.3 Analyze and validate training systems requirements and make recommendations for changes to the Naval Aviation Simulator Master Plan (NASMP) to optimize the balance of live and synthetic training for the Naval Aviation Training Command, fleet replacement squadrons, fleet squadrons, and aircraft carriers, taking cost, required levels of training and readiness and safety into consideration. (Weekly) 4.5 CNAF N82 Aircraft Carrier Requirements Support 4.5.1 Contractor shall be familiar with the Navy aircraft carrier requirements definition process, the aircraft carrier introduction and transition processes, the CNAF Master Aviation Plan (MAP), and the DoD PPBE process. 4.5.2 Analyze ship and ship/air integration requirements, draft briefings and make recommendations to the CVN-78 Integrated Transition Team (ITT), its five Project Focus Groups (Manpower, Training and Certification, Operations, Maintenance, and Supply, Logistics and Facilities) to support the on-time introduction and deployment of CVN-78 in accordance with the MAP. (Daily) 4.5.3 Draft briefings for the CVN-78 ITT ESC and Flag Oversight Board identifying the risks and risk mitigations for the on-time introduction and deployment of CVN-78. Make recommendations for the most effective courses of action to meet the deployment schedule considering cost, schedule, and warfighting capability. (Semiannually) 4.5.4 Review and analyze results of CVN-78 and related shipboard systems operational tests and evaluations and identify potential risks and mitigations to introduction and deployment schedule. (Quarterly) 4.5.5 Draft transition activities information for the CVN ITT ESC for information, review, approval and endorsement. (Quarterly) 4.5.6 Attend stakeholder requirements and transition progress reviews to remain informed of the latest program of record status and issues. (Monthly) 4.5.7 Analyze issues and make recommendations to CNAF N82 on the applicability of new technology to the CVN-68 and CVN-78 aircraft carrier classes. (Monthly) 4.6 CNAF N83 Infrastructure Requirements Support 4.6.1 Contractor shall be familiar with Navy strategic basing initiatives for all T/M/S aircraft and aircraft

6 of 27 carriers, military construction (MILCON), facility sustainment, renovation and modernization (SRM) and special project requirements determination and prioritization processes, National Environmental Protection Act requirements as they relate to naval aviation basing and facilities requirements, naval aviation aircraft and aircraft carrier introduction and transition processes, the CNAF Master Aviation Plan (MAP), Commander, Naval Installations Command (CNIC) Air Operations Program funding, DoN facilities evaluation criteria, and the DoD PPBE process. 4.6.2 Analyze and validate requirements, draft and make recommendations for CNAF MILCON, SRM, and Special Projects integrated priority lists (IPLs) to support the PPBE process and the introduction of new aircraft and aircraft carriers in accordance with the MAP, and maintain the capability of existing facilities to maintain, train and equip existing squadrons, type wings and aircraft carriers. (Daily) 4.6.3 Draft planning documentation for the annual CNAF Infrastructure Enabler NARG conference to include naval messages announcing the conference, conference agenda and briefing templates, conference scheduling and location, and summary of conference results and future required actions. (Annually) 4.6.4. Provide analysis and make recommendations for CNAF inputs to the Global Support Infrastructure Plan (GSIP) and Regional Mission Integration Group (RMIG) development and review processes. (Monthly) 4.6.5 Draft assessment documents for, and participate in, CNAF facilities assessments to stay informed of the condition of naval aviation facilities and make recommendations for the most effective programming of resources to sustain, renovate, and modernize facilities. (Quarterly) 4.6.6 Analyze requirements, draft basing strategies and plans, and make recommendations for the strategic basing of CNAF operational forces consistent with previous basing decisions, GSIP guidance, NEPA documentation, and DoN policy. (Monthly) 4.6.7 Review and recommend changes to the laydown of operational naval aviation forces in the OPNAV N3/5 Strategic Laydown and Dispersal Plan. (Annually) 4.6.8 Attend stakeholder requirements and squadron and aircraft carrier transition progress reviews to remain informed of the latest program of record changes and issues affecting basing, infrastructure and facilities. (Monthly) 4.6.9 Review naval aviation related NEPA documentation and assess accuracy of operational data inputs to NEPA and Air Installation Compatibility Use Zone (AICUZ) study documents. (Quarterly) 4.6.10 Maintain the Airfield Requirements and Equipment Prioritization (AREP) Database and make recommendations for changes to ensure current requirements are communicated to CNIC. (Quarterly) 5.0 Level of Effort The level of effort estimated to be ordered for the base period and each option period is 13,400 man-hours of direct labor (67,000 man-hours of direct labor over the life of the task order if all options are exercised). The labor category composition of the estimated man-hours is as follows: LCAT Base (hours) Option I (hours) Option 2 (hours) Option 3 (hours) Option 4 (hours) Director 1,000 1,000 1,000 1,000 1,000 Project Manager 1,000 1,000 1,000 1,000 1,000 Principal 2,000 2,000 2,000 2,000 2,000 Analyst/San Diego Principal Analyst 7,400 7,400 7,400 7,400 7,400 Senior Analyst 2,000 2,000 2,000 2,000 2,000 Total 13,400 13,400 13,400 13,400 13,400 The travel estimated, including G&A, for the base period and each option period is as follows: Travel Base Option I Option 2 Option 3 Option 4 $94,097 $96,920 $99,828 $102,823 $105,9

7 of 27 Contractors will propose in these exact amounts for CLINs 6000 through 6400. 6.0 Deliverables Deliverables will vary depending upon the CNAF or CPRG division being supported and will be determined by the primary Assistant Chief of Staff. However, the minimum requirements will include the following: 6.1.1 Monthly Financial and Status Report (Tasks 4.0-4.6): The Contractor shall document the efforts performed in the completion of each task in a detailed Monthly Status Report due to the COR on or before the tenth of each month. Contractor format is acceptable. Minimum report requirements are as follows: (a) Summaries of the efforts expended on each primary task of the work statement; (b) Notable achievements; (c) Issues or obstacles impeding progress and recommended solutions; (d) Topics or issues identified by the COR with Contractor comment and/or mitigation plans; (e) Hours expended by labor category, for reporting period and cumulative total; and (f) Cost by labor category, for reporting period and cumulative total. 6.1.2 Trip Reports (Tasks 4.0-4.6): The Contractor shall document all travel completed in support of tasks 4.0-4.7 in a detailed report due to the respective CNAF or CPRG TPOC within five (5) working days of completed travel. Contractor format is acceptable. Minimum report requirements are as follows: (a) Dates of and reason for travel; (b) Meeting attendees; (c) Summary/description of events; and (d) Problem Areas/Action Items/Recommendations/Follow-up 6.1.3 Master Air Plan (MAP) (Task 4.1.4) (Semi-Annually): The Contractor shall document results of analysis and recommendations for inclusion to/development of MAP. Contractor format is acceptable. At a minimum, report will identify manpower and phasing requirements by squadron, wing and aircraft carrier manpower. 6.1.4 Budget Documents (Task 4.3.5) (Annually): The Contractor shall prepare budget documents, to include Budget Issue Sheeets, for review and submittal by CNAF N8 on government specified format. 6.1.5 Conference Support (Task 4.1.5, 4.6.3) (Annually): The Contractor shall prepare naval messages in support of MAP and CNAF Infrastructure Enabler NARG conferences. Official Navy Message format and government accepted contractor format to be used. Naval message shall be prepared at least thirty (30) days prior to start of conference. Minimum Naval message requirements are: (a) name/description of conference; (b) dates and location of conference; and (c) agenda. Within five (5) working days of conference end, contractor shall prepare, in government-approved contractor format, summary of conference results and future required actions. 6.1.6 Issue Analysis (Tasks 4.1-4.6) (Monthly): The Contractor shall prepare PowerPoint presentations and information papers analyzing issues identified by primary Assistant Chief of Staff, in government specified format. 6.1.7 Work Breakdown Structure (Tasks 4.1-4.6) (Quarterly): The Contractor shall provide a quarterly Work Breakdown Structure to include reports and tasks mapped to labor hours and labor categories. Provide copies to the COR and Contracting Officer. Contractor format is acceptable. 7.0 Quality Assurance Surveillance Plan Section 4.0 of this Performance Work Statement (PWS) specifies the tasks to be performed. Section 6.0 specifies the deliverables. In accordance with the Contract Administration Plan, the Contracting Officer s Representative (COR), with the assistance of the designated technical assistants (TAs), will measure and evaluate the contractor s performance based upon the following terms:

8 of 27 PERFORMANCE REQUIREMENTS SUMMARY Performance Objective Quality of Service Performance Standards Meets contract technical requirements at least 90% of the time Acceptable Level Of Quality (AQL) Fulfills contract technical requirements, was proactive in response and improved methods at least 80% of the time Monitoring Method Review of task and contract deliverables, monitoring of employees Incentive Excellent performance rating if technical requirements met 90% of the time. Schedule Meets schedule requirements at least 95% of the time Meets schedule requirements at least 85% of the time Evaluation of products submitted according to contractual or agreed schedule. Marginal to unsatisfactory performance rating if requirements met less than 80% of the time or less. Excellent performance rating if technical requirements met 95% of the time. Cost Control Meets Service and schedule requirements while keeping direct and indirect costs below awarded contract value. Meets Service and schedule requirements while keeping direct and indirect costs within awarded contract value. Review and projection of contractor invoices Marginal to unsatisfactory performance rating if requirements met 84% of the time or less. Excellent performance rating if costs are below awarded contract value. Business Relations Satisfy government concerns and issues within a reasonable time 90% of the time Satisfy government concerns and issues within a reasonable time 80% of the time Monitoring of daily interaction with government personnel, and customer complaints. Marginal to unsatisfactory performance rating if costs exceed awarded value. Excellent performance rating if responsive 90% of the time Management of Key Personnel Contractor staffing provides exceptional contract performance with minimum government oversight Contractor staffing provides satisfactory contract performance with some government direction. Responsiveness of the contractor to government questions and concerns about contractor staff. Marginal to unsatisfactory if responsive less than 80% of the time. Excellent performance rating if contractor maintains staffing requiring minimal government guidance. Customer Satisfaction Contractor satisfies contract requirements in terms of productivity, responsiveness, schedule and cost. Contractor meets contract requirements with nominal government involvement and guidance. Addresses government concerns. Customer surveys and customer complaints. Marginal to unsatisfactory rating if contractor unresponsive to government staffing concerns. Excellent performance rating for superior customer satisfaction.

9 of 27 Marginal to unsatisfactory rating for a large number of complaints and/or unresolved complaints. 8.0 Security Requirements 8.1 A SECRET clearance is required for all contract support under this Performance Work Statement except as noted in paragraph 8.3. 8.2 NMCI access is required for all contractors that wither work on-site or require access on a routine basis to conduct support via this contract. The government will provide a DD254 to cover the classified requirements under this contract. 8.3 Contractor personnel providing services in support of Task 4.2/CPRG P-8A Multi-Mission Aircraft Transition Support require a TOP SECRET clearance and "Sensitive Compartmented Information" (SCI) access and "Special Access Programs (SAP) approval." 9.0 Labor Categories and Key Personnel The following labor categories are anticipated. The contractor shall provide only personnel fully-qualified and competent to perform the scope of effort set forth herein. The levels of skills, education and experience of the different classifications of personnel provided for contract performance must meet the requirements set forth below. 9.1 Director: Master's Degree and direct, recent, long-term management responsibility in a professional services company or related industry including management responsibility in a professional services company or related industry. Prior direct experience working with CNAF organization is desirable. The director oversees operating units, ensuring maximum operating effectiveness consistent with providing clients with requisite quality and quantity work in a timely, cost efficient manner. He/she is responsible for specified resource allocations and schedule commitments. 9.2 Project Manager/Team Leader: Master's Degree in appropriate technical discipline plus prior experience directly related to programs/tasks addressed in work statement plus prior experience directly related to programs/tasks addressed in work statement. He/she will require a high level of technical knowledge and experience. Analyzes complex problems and develops unique solutions. The Project Manager/Team Leader is a recognized leader in one or more disciplines and serves as prime point of contact for clients. 9.3 Principal Analyst: Knowledge and proficiency in supporting studies, analyses, surveys and reporting in support of organizational business improvement projects. Skilled in difficult analysis; works cross-functionally in analyzing, designing and developing business solutions. Able to lead, provide vision, set goals, analyze needs, and define processes at the enterprise level on major programs. Understands customer needs and communicates effectively. Requires a Bachelor's degree in business, finance, engineering, science, mathematics or equivalent and work experience related to systems design analysis, functional requirement analysis, and implementation or transition planning for government or commercial systems and processes. Additionally, prior work experience directly related to the programs/tasks addressed in this work statement is required. 9.4 Senior Analyst: Experienced in developing and leading complex technical projects while maintaining working relationships with clients, management, project team members and administrative support staff. The Senior Analyst is experienced in developing advanced training concepts for internal research, leading proposal efforts, and managing projects. A Bachelor's degree in business, finance, engineering, science, mathematics or equivalent discipline and directly related work experience in functional field with projects in requirement analysis and performance improvement domain areas is required. An advanced degree in such a field is encouraged. 9.5 Key Personnel: 9.5.1 Certain skilled experienced professional and/or technical personnel are essential for accomplishing the work to be performed under this contract. The contractor shall provide resumes for all Key Personnel. No substitutions shall be made of accepted key personnel except for sudden illness, death, or termination of employment, without prior written approval from the COR and Contracting Officer. Substitutions shall only be accepted if in compliance

10 of 27 with paragraph 6.5.2 Substitution of Key Personnel. 9.5.2 Substitution of Key Personnel: All Contractor requests for approval of substitutions shall be submitted in writing to the Contracting Officer and the COR within thirty (30) calendar days in advance of the effective date, whenever possible, and shall provide a detailed explanation of the circumstances necessitating the proposed substitution, a complete resume for the proposed substitute, and any other information requested by the Contracting Officer necessary to approve or disapprove the proposed substitution. Any interview by the COR may also be requested. The Contracting Officer and the COR will evaluate such requests and promptly notify the Contractor of approval or disapproval in writing. 9.5.3 The labor categories listed above in paragraphs 9.1 through 9.4 are considered key personnel. 10.0 Place of Performance Support may be required both on and off-site to support the CNAF and CPRG staffs in Norfolk and San Diego as necessary. The government will provide office space and admin support, to include NMCI access, as well as supporting documentation, briefing materials, and information access as required to meet the objectives and required deliverables. 11.0 Travel This contract will require routine travel to San Diego, CA; CNAL headquarters in Norfolk, VA; OPNAV and other Washington DC sites; and to the Naval Air Systems Command in Patuxent River MD. Other less routine travel may be required as determined by the CNAF staff. 12.0 Period of Performance Base year: 01 April 2011 31 March 2012 Option Year 1: 01 April 2012 31 March 2013 Option Year 2: 01 April 2013 31 March 2014 Option Year 3: 01 April 2014 31 March 2015 Option Year 4: 01 April 2015 31 March 2016 13.0 Government Points of Contact: Contracting Officer s Representative: Catherine Crep P O Box 357051 Code N01F/ABMO, Bldg 11 San Diego CA 92135-7051 Email: catherine.crep@navy.mil Telephone: (619) 545-5171 Technical Point of Contact: CAPT Leif Lagergren, CNAF N80 1279 Franklin Street, Bldg. T26 NAS Norfolk VA 23511-2494 Email: leif.lagergren@navy.mil Telephone: (757) 322-3304

11 of 27 SECTION D PACKAGING AND MARKING Packaging and Marking are in accordance with Section D of the Seaport-E Multiple Award IDIQ contract.

12 of 27 SECTION E INSPECTION AND ACCEPTANCE Inspection and Acceptance shall be in accordance with Section E of the Seaport-E Multiple Award IDIQ contract.

13 of 27 SECTION F DELIVERABLES OR PERFORMANCE The periods of performance for the following Items are as follows: 4000 4/1/2011-3/31/2012 4100 4/1/2012-3/31/2013 4200 4/1/2013-3/31/2014 6000 4/1/2011-3/31/2012 6100 4/1/2012-3/31/2013 6200 4/1/2013-3/31/2014 CLIN - DELIVERIES OR PERFORMANCE The periods of performance for the required CLINs are shown below. 4000 1 April 2011-31 March 2012 4100 1 April 2012-31 March 2013 4200 1 April 2013-31 March 2014 4300 1 April 2014-31 March 2015 4400 1 April 2015-31 March 2016 6000 1 April 2011-31 March 2012 6100 1 April 2012-31 March 2013 6200 1 April 2013-31 March 2014 6300 1 April 2014-31 March 2015 6400 1 April 2015-31 March 2016 Place of performance dictated by the Performance Work Statement. 52.242-15 Stop Work Order Alternate I (AUG 1989) 52.247-34 FOB Destination

14 of 27 SECTION G CONTRACT ADMINISTRATION DATA Task Order Manager Catherine A Crep, N01F /ABMO PO Box 357051 San Diego, CA 92135-7051 catherine.crep@navy.mil 619-545-5171 G-314 Type of Contract This is a Cost Plus Fixed Fee task order. FAR 52.232.18 Availability of Funds applies. N00244G108 CONTRACT ADMINISTRATION APPOINTMENTS AND DUTIES (OCT 1995) (FISC SAN DIEGO) In order to expedite administration of this contract/order, the following delineation of duties is provided including the names, addresses and phone numbers for each individual or office as specified. The individual/position designated as having responsibility should be contacted for any questions, clarifications or information regarding the functions assigned. 1. PROCURING CONTRACTING OFFICER (PCO) is responsible for: a. All pre-award information, questions, or data, b. Freedom of Information inquiries, c. Change/question/information regarding the scope, terms or conditions of the basic contract document, and/or d. Arranging the post award conference (see FAR 42.503): Maria Papet Contracting Officer FISC SAN DIEGO, CODE 240 937 N. Harbor Drive San Diego, CA 92132 619/532-2559 (V) 619/532-1088 (F) maria.papet@navy.mil 2. CONTRACT ADMINISTRATION OFFICE (CAO) is responsible for matters specified in FAR 42.302 and DFARS 242.302 except in those areas otherwise designated herein. Note: Will be determined at time of award. 3. DEFENSE CONTRACT AUDIT AGENCY (DCAA) is responsible for audit verification/provisional approval of invoices and final audit of the contract prior to final payment to the contractor. Note: Will be determined at time of award. 4. PAYING OFFICE is responsible for payment of proper invoices after acceptance is documented. Note: Will be determined at time of award. 5. TASK ORDER MANAGER (TOM) is responsible for: a. Liaison with personnel at the Government installation and the contractor personnel on site; b. Issue Technical Direction Letters (TDL) detailing work effort to be executed in accordance with the SOW; c. Technical advice/recommendations/clarification on the statement of work; d. The statement of work for delivery/task orders placed under this contract; e. An independent Government estimate of the effort described in the definitized statement of work; f. Quality assurance of services performed and acceptance of the services or deliverables;

15 of 27 g. Government furnished property; h. Security requirements on Government installation; i. Providing the PCO or his designated Ordering Officer with appropriate funds for issuance of the Technical Direction Letter (TDL); and/or j. Certification of invoice for payment. NOTE: When, in the opinion of the Contractor, the TOM requests effort outside the existing scope of the contract (or delivery/task order), the Contractor shall promptly notify the Contracting Officer (or Ordering Officer) in writing. No action shall be taken by the contractor under such direction until the Contracting Officer has issued a modification to the contract or, in the case of a delivery/task order, until the Ordering Officer has issued a modification of the delivery/task order, or until the issue has otherwise been resolved. THE TOM IS NOT AN ADMINISTRATIVE CONTRACTING OFFICER AND DOES NOT HAVE AUTHORITY TO DIRECT THE ACCOMPLISHMENT OF EFFORT WHICH IS BEYOND THE SCOPE OF THE STATEMENT OF WORK IN THE CONTRACT OR DELIVERY/TASK ORDER. In the event that the TOM named above is absent due to leave, illness, or official business, all responsibilities and functions assigned to the TOM will be the responsibility of the alternate TOM listed below: Alternate TOM: TBD. 5252.216-9122 LEVEL OF EFFORT (DEC 2000) (a) The Contractor agrees to provide the total level of effort specified 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 an estimated 13,400 hours for the base period and an estimated 13,400 hours for each Option Period, 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 manhours 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 nonwork 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 will vary by position. 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

16 of 27 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: Fee Reduction = Fee (Required LOE minus Expended LOE divided by Required LOE) or (ii) subject to the provisions of the clause of this contract entitled "LIMITATION OF COST" (FAR 52.232-20) or "LIMITATION OF COST (FACILITIES)" (FAR 52.232-21), 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. (j) Notwithstanding any of the provisions in the above paragraphs, the Contractor may furnish man hours up to five percent in excess of the total man hours specified in paragraph (a) above, provided that the additional effort is furnished within the term hereof, and provided further that no increase in the estimated cost or fee is required. (End of Clause) SEAPORT-E TASK ORDER ADMINISTRATION PLAN In order to expedite the administration of this task order, the following delineation of duties is provided. The names, addresses and phone numbers for these offices or individuals are included elsewhere in the task order award document. The office or individual designated as having responsibility should be contacted for any questions, clarifications or information regarding the administration function assigned. 1. The Procuring Task Order Office (PCO) is responsible for: a. All pre-award duties such as solicitation, negotiation and award of task orders. b. Any information or questions during the pre-award stage of the procurement. c. Freedom of Information inquiries. d. Changes in task order terms and/or conditions. e. Post award conference. 2. The Contract Administration Office (CAO) is responsible for matters specified in FAR 42.302, except those areas otherwise designated as the responsibility of the Task Order Manager (TOM) or someone else herein. 3. The Defense Contract Audit Agency (DCAA) is responsible for audit verification/provisional approval of invoices and final audit of this task order prior to final payment to the contractor. 4. The paying office is responsible for making payment of proper invoices after acceptance is documented. 5. The Task Order Manager (TOM) is responsible for interface with the contractor and performance of duties such as those set forth below. It is emphasized that only the PCO/CAO has the authority to modify the terms of the task

17 of 27 order. In no event will any understanding, agreement, modification, change order, or other matter deviating from the terms of the basic task order between the contractor and any other person be effective or binding on the government. If in the opinion of the contractor, an effort outside the scope of the task order is requested, the contractor shall promptly notify the PCO in writing. No action may be taken by the contractor unless the PCO or CAO has issued a task order change. The TOM duties are as follows: a. Technical Interface (1) The TOM is responsible for all Government technical interface concerning the contractor and furnishing technical instructions to the contractor. These instructions may include: technical advice/ recommendations/clarifications of specific details relating to technical aspects of task order requirements; milestones to be met within the general terms of the task order or specific subtasks of the task order; or, any other interface of a technical nature necessary for the contractor to perform the work specified in the task order. The TOM is the point of contact through whom the contractor can relay questions and problems of a technical nature to the PCO. (2) The TOM is prohibited from issuing any instruction which would constitute a task orderual change. The TOM shall not instruct the contractor how to perform. If there is any doubt whether technical instructions contemplated fall within the scope of work, contact the PCO for guidance before transmitting the instructions to the contractor. b. Task Order Surveillance (1) The TOM shall monitor the contractor's performance and progress under the task order. In performing task order (2) The TOM will provide the PCO and the CAO with copies of acceptance documents such as Certificates of Performance. For surveillance duties, the TOM should exercise extreme care to ensure that he/she does not ross the line of personal services. The TOM must be able to distinguish between surveillance (which is proper and necessary) and supervision (which is not permitted). Surveillance becomes supervision when you go beyond enforcing the terms of the task order. If the task orderor is directed to perform the task order services in a specific manner, the line is being crossed. In such as situation, the TOM's actions would be equivalent to using the contractor's personnel as if they were government employees and would constitute transforming the task order into one for personal services. (3) The TOM shall monitor the contractor's performance to see that inefficient or wasteful methods are not being used. If such practices are observed, the TOM is responsible for taking reasonable and timely action to alert the contractor and the PCO to the situation. When task order performance is taking place at a government location, the TOM shall also monitor contractor employees performing under the task order with regard to kind, number and hours worked to ensure that the contractor is properly charging time applied to the task order. A record of such personal observations should be kept and reports and/or personal observations of the TOM. (4) If the Contractor Performance Assessment Reporting System (CPARS) is applicable to the task order you are responsible for completing a Contractor Performance Assessment Report (CPAR) in the CPARS Automated Information System (AIS). The initial CPAR, under an eligible task order, must reflect evaluation of at least 180 days of contractor performance. The completed CPAR, including contractor comments if any, (NOTE: contractors are allowed 30 days to input their comments) should be available in the CPARS AIS for reviewing official (PCO) review no later than 270 days after start of task order performance. Subsequent CPARs covering any task order option periods should be ready at 1-year intervals thereafter. c. Invoice Review and Approval/Inspection and Acceptance (1) The TOM is responsible for quality assurance of services performed and acceptance of the services or deliverables. The TOM shall expeditiously review copies of the contractor's invoices or vouchers, certificate of performance and all other supporting documentation to determine the reasonableness of the billing. In making this determination, the TOM must take into consideration all documentary information available and any information developed from personal observations. 2) The TOM must indicate either complete or partial concurrence with the contractor's invoice/voucher by executing the applicable certificate of performance furnished by the contractor. The TOM may request DCAA to take a payment offset on questioned costs, when documentary evidence or personal observations do not support submitted invoices. The TOM shall notify DCAA when questioned costs have been resolved with the contractor. The TOM will ensure that DCAA conducts floor checks and/or timecard checks when actual monitoring is not feasible. The TOM will be

18 of 27 cognizant of the invoicing procedures and the prompt payment due dates detailed elsewhere in the task order. (3) The TOM shall work with the Contractor to obtain and execute a final voucher no more than 60 days after completion of task order performance. The TOM shall ensure that the voucher is clearly marked as a Final Voucher. d. Task Order Modifications. (1) The TOM is responsible for developing the statement of work for change orders, technical direction letters (TDLs) or modifications and for preparing an independent government cost estimate of the effort described in the proposed statement of work. (2) Once the Task ordering Officer has requested and received the contractor's proposal the TOM shall review and evaluate the contractor's proposal and furnish comments and recommendations. e. Administrative Duties (1) The TOM is responsible for taking appropriate action on technical correspondence pertaining to the task order and for maintaining files on each task order. This includes all modifications, government cost estimates, contractor invoices/vouchers, certificates of performance, DD 250 forms and contractor's status reports. (2) The TOM shall maintain files on all correspondence relating to contractor performance, whether satisfactory or unsatisfactory, and on trip reports for all government personnel visiting the contractor's place of business for the purpose of discussing the task order. (3) The TOM must take prompt action to provide the PCO with any contractor or technical code request for change, deviation or waiver, along with any supporting analysis or other required documentation. f. Government Furnished Property. When government property is to be furnished to the contractor, the TOM will take the necessary steps to ensure that it is furnished in a timely fashion and in proper condition for use. The TOM will maintain adequate recors to ensure that property furnished is returned and/or that material has been consumed in the performance of work. g. Security. The TOM is responsible for ensuring that any applicable security requirements are strictly adhered to. h. Standards of Conduct. The TOM is responsible for reading and complying with all applicable agency standards of conduct and conflict of interest instructions. i. Written Report/Task Order Completion Statement (1) The TOM is responsible for timely preparation and submission to the PCO, of a written, annual evaluation of the contractors performance. The report shall be submitted within 30 days prior to the exercise of any task order option and 60 days after task order completion. The report shall include a written statement that services were received in accordance with the Task order terms and that the task order is now available for close-out. The report shall also include a statement as to the use made of any deliverables furnished by the contractor. For task orders where technical direction letters (TDLs) are issued, one consolidated report which addresses all actions under the task order may be submitted. (2) If the Contractor Performance Assessment Reporting System (CPARS) is applicable to the task order you are responsible for completing a final Contractor Performance Assessment Report (CPAR) in the CPARS with 30 days of task order completion. (3) The TOM is responsible for providing necessary assistance to the Task Ordering Officer in performance of the Task Order Close-out in accordance with FAR 4.804, Closeout of Task Order Files. 6. The Technical Assistant (TA), if appointed, is responsible for providing routine administration and monitoring assistance to the TOM. The TA does not have the authority to provide any technical direction or clarification to the task order. Duties that may be performed by the TA are as follows: a. Identify contractor deficiencies to the TOM. b. Review task order deliverables, recommend acceptance/rejection, and provide the TOM with documentation to

19 of 27 support the recommendation. c Assist in preparing the final report on contractor performance for the applicable task order in accordance with the format and procedures prescribed by the TOM. d. Identify task order noncompliance with reporting requirements to the TOM. e. Review contractor status and progress reports, identify deficiencies to the TOM, and provide the TOM with recommendations regarding acceptance, rejection, and/or Government technical clarification requests. f. Review invoices for the appropriate mix of types and quantities of labor, materials, and other direct costs, and provide the TOM with recommendations to facilitate TOM certification of the invoice. g. Provide the TOM with timely input regarding technical clarifications for the statement of work, possible technical direction to provide the contractor, and recommend corrective actions. h. Provide detailed written reports of any trip, meeting, or conversation to the TOM subsequent to any interface between the TA and contractor. SUP 5252.232-9402 INVOICING AND PAYMENT (WAWF) INSTRUCTIONS (APR 2008) (a) Invoices for goods received or services rendered under this contract shall be submitted electronically through Wide Area Work Flow -- Receipt and Acceptance (WAWF): (1) The vendor shall have their cage code activated by calling 866-618-5988. Once activated, the vendor shall self-register at the web site https://wawf.eb.mil. Vendor training is available on the Internet at http://www.wawftraining.com. Additional support can be obtained by calling WAWF Customer Support: 866-618-5988. (2) WAWF Vendor Quick Reference Guides are located at the following web site: http://www.acquisition.navy.mil/navyaos/content/view/full/3521. (3) Select the invoice type within WAWF as specified below. Back up documentation (such as timesheets, receiving reports, etc.) can be included and attached to the invoice in WAWF. Attachments created in any Microsoft Office product are attachable to the invoice in WAWF. Total limit for each file is not to exceed 2MB. Multiple attachments are allowed. (b) The following information, regarding invoice routing DODAAC s, must be entered for completion of the invoice in WAWF: Routing Table WAWF Invoice Contract Number Cost

20 of 27 Delivery Order Number Issuing Office DODAAC N00244 Admin Office DODAAC S2404A Service Acceptor N57025 Local Processing Office (Certifier) DCAA Office DODAAC Paying Office DODAAC Acceptor/COR Email Address N57025 HAA721 HQ0338 catherine.crep@navy.mil (c) Contractors approved by DCAA for direct billing will not process vouchers through DCAA, but may submit directly to DFAS. Vendors MUST still provide a copy of the invoice and any applicable documentation that supports payment to the Acceptor/Contracting Officer's Representative (COR) if applicable. Additionally, a copy of the invoice(s) and attachment(s) at time of submission in WAWF must also be provided to each point of contact identified in section (d) of this clause by email. If the invoice and/or receiving report are delivered in the email as an attachment it must be provided as a.pdf, Microsoft Office product or other mutually agreed upon form between the Contracting Officer and vendor. (d) For each invoice / cost voucher submitted for payment, the contractor shall include the following email addresses for the WAWF automated invoice notification to the following points of contact: Name Email Phone Role Catherine Crep catherine.crep@navy.mil 619/545-5171 COR; Acceptor Brian Yetka brian.yetka@navy.mil 757/322-3391 LPO Accounting Data SLINID PR Number Amount -------- ---------------------- --------------------- 400001 N00244-11-NR-55002 130903.00 LLA : AA 1711804 70AE 250 57025 H 068688 2D C00500 570251RGR7QQ Standard Number: N5702511RC00500 600001 N00244-11-NR-55002 94097.00 LLA : AA 1711804 70AE 250 57025 H 068688 2D C00500 570251RGR7QQ Standard Number: N5702511RC00500 BASE Funding 225000.00 Cumulative Funding 225000.00 MOD 01 400002 N5701211RC0047B 117000.00 LLA :

21 of 27 AB 1711804 60AE 252 57012 Y 060951 2D C0047B 5701211NFOSQ MOD 01 Funding 117000.00 Cumulative Funding 342000.00 MOD 02 400003 1050015.00 LLA : AB 1711804 60AE 252 57012 Y 060951 2D C0047B 5701211NFOSQ MOD 02 Funding 1050015.00 Cumulative Funding 1392015.00 MOD 03 410001 1003308.00 LLA : AC 1721804 60AE 252 57012 Y 060951 2D C0017B 5701221NFOSQ Standard Number: N5701212RC0017B MOD 03 Funding 1003308.00 Cumulative Funding 2395323.00 MOD 04 410002 N5702512RC053CG 128080.00 LLA : AD 1721804 70AE 250 57025 H 068688 2D C053CG 570252RGR7QQ 610001 N5702512RC053CG 96920.00 LLA : AD 1721804 70AE 250 57025 H 068688 2D C053CG 570252RGR7QQ MOD 04 Funding 225000.00 Cumulative Funding 2620323.00 MOD 05 Funding 0.00 Cumulative Funding 2620323.00 MOD 06 420001 N5702513RC039CG 125172.00 LLA : AE 1731804 70AE 250 57025 H 068688 2D C039CG 570253RGR7QQ Standard Number: N5702513RC039CG 620001 N5702513RC039CG 99828.00 LLA : AE 1731804 70AE 250 57025 H 068688 2D C039CG 570253RGR7QQ Standard Number: N5702513RC039CG MOD 06 Funding 225000.00 Cumulative Funding 2845323.00 MOD 420002 N5701213RC0017B 1003308.00 LLA : AF 1731804 60AE 252 57012 Y 060951 2D C0017B 5701231NFNQQ Standard Number: N5701213RC0017B MOD Funding 1003308.00 Cumulative Funding 3848631.00

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23 of 27 SECTION H SPECIAL CONTRACT REQUIREMENTS SECTION H SPECIAL CONTRACT REQUIREMENTS ORGANIZATIONAL CONFLICT OF INTEREST A. Introduction In accordance with Federal Acquisition Regulations (FAR Part 9.5), both the contractor and the Contracting Officer have an affirmative duty to identify and mitigate actual and potential organizational conflicts of interest. The solicitation and resulting Task Order require the contractor, herein defined, to provide management support, professional consulting services, or other administrative support to the Commander Naval Air Forces. The purpose of this Organizational Conflict of Interest clause ( OCI Clause or clause ) is to ensure that the opinions and recommendations provided in this Task Order are inherently reliable and non-biased; and it will also ensure that information received or developed during performance of this Task Order will not be improperly exploited to affect competition or released in contravention of the Trade Secrets Act or the Privacy Act. B. Definitions (1) "Contractor" means the firm awarded this contract or Task Order; (2) "Offeror" means any firm engaged in, or having a known or prospective interest in, participating as an Offeror in response to any solicitation related to or resulting from the procurement; (3) "Affiliates" means employees, agents, or officers of the Contractor, its subsidiaries or parent companies, and first tier subcontractors involved in performance of this contract or Task Order; (4) "Interest" means organizational or financial interest; (5) "Term of this Task Order means the period of performance of any Task Order issued with this restriction, including any extensions thereto; and (6) Contracting Officer is the warranted Government official signing this contract or Task Order; he or she will be identified by name and will be signing the contract or task-order provision incorporating this Organizational Conflict of Interest clause. C. WARRANTY AGAINST EXISTING CONFLICTS OF INTEREST By submitting a proposal in response to this solicitation, the Offeror warrants that neither it, nor its affiliates, is an interested Offeror in any solicitation where access to listed program business sensitive information, budgetary information, or technical documentation may give it an unfair advantage in developing a competitive proposal for that solicitation, or the contractor may be unable or potentially unable to render impartial assistance or advice to the Government, or the Contractor is otherwise not considered objective or impartial. D. PROSPECTIVE RESTRICTIONS ON CONTRACTING The Contractor agrees that until such time as the current Task Order is completed, neither it nor its affiliates shall: a) propose in response to any requirements arising out of this Task Order; b) create for themselves an interest in any contract related to or resulting from the current consulting Task Order; or, c) consult or discuss with any potential Offeror any aspects of work under the Task Order. E. RESTRICTIONS ON DISCLOSURE The Contractor agrees and understands that it may have access to business sensitive information, to include, but not limited to budget estimates, allocations/appropriations data, project or program cost estimates, and contract or Task Order cost estimates. Contractor and its affiliates shall not, under any circumstances, disclose or exploit in any way data used or accessed during the course and scope of this contract. Further, Contractor shall abide by the restrictions imposed by the Privacy-Act clause, incorporated herein by reference: FAR 52.224-1, Privacy Act Notification. Far 52.224-2, Privacy Act.

24 of 27 In accordance with FAR 9.505-4, Contractor may access third-party procurement sensitive or trade-secret information after execution of an agreement with the third-party agreeing to protect the information from unauthorized use or disclosure. Contractor shall immediately notify the Contracting Officer if it has been tasked to access such data; and, it shall promptly execute an agreement with any third-party providing that data, prior to reviewing, manipulating or otherwise, accessing such data. Copies of all such agreements shall be forwarded to the Contracting Officer. If no agreement is reached the Contractor shall cease any further actions resulting in accessing third-party trade secret information and contact the Contracting Officer for further guidance. Under no circumstances shall data obtained as a result of this contract be commercially exploited and/or otherwise released to any party without the express approval of the Contracting Officer. F. GOVERNMENT REMEDY The Contractor agrees that any breach or violation of the warranties, restrictions, disclosures or non-disclosures set forth in this conflict of interest clause shall constitute a material and substantial breach of terms, conditions, and provisions of this Task Order and that the Government may, in addition to any other remedy available, terminate the contract for default. Further, the Contractor understands that this clause may serve as support to the contracting officer/office for finding the contractor ineligible for award. See FAR Part 9, Responsibility determination(s). SECURITY REQUIREMENTS Security classifications of the work to be performed will be unclassified. NOTE: Foreign nationals may be submitted as candidates for unclassified positions. Facilities. The government shall furnish the facilities required to house and maintain proper and efficient work areas for data ranging up through Secret. The contractor shall submit a comprehensive security plan that will ensure compliance with the Industrial Security Manual to ensure proper protection of classified data, material, and equipment. The plan will include, but not be limited to, the physical security and integrity of spaces, the badging of personnel and personnel access control, physical security orientations and briefings, compliance with Navy security regulations, when housed on Navy property. INSURANCE - WORK ON A GOVERNMENT INSTALLATION The following types of insurance are required in accordance with the clause entitled, Insurance - Work On A Government Installation (FAR 52.228-5), and shall be maintained in the minimum amounts shown: (1) Comprehensive General Liability: $200,000 per person and $500,000 per accident for bodily injury. (2) Automobile Insurance: $200,000 per person and $500,000 per accident for bodily injury and $20,000 per accident for property damage. (3) Standard Workmen's Compensation and Employer's Liability Insurance (or, where maritime employment is involved, Longshoremen's and Harbor Worker's Compensation Insurance) in the minimum amount of $100,000. 5252.211-9502 GOVERNMENT INSTALLATION WORK SCHEDULE (OCT 2005) HOURS OF OPERATION AND HOLIDAY SCHEDULE The Holidays applicable to this order are: New Year s Day, 1 January Martin Luther King s Birthday, Third Monday in January President s Birthday, Third Monday in February

25 of 27 Memorial Day, Last Monday in May Independence Day, 4 July Labor Day, First Monday in September Columbus Day, Second Monday in October Veteran s Day, 11 November Thanksgiving Day, Fourth Thursday in November Christmas Day, 25 December * If the actual date falls on a Saturday, the holiday will be observed the preceding Friday. If the holiday falls on a Sunday, the observance shall be on the following Monday. PASSES AND BADGES: All contractor employees shall obtain the required employee passes. The Government will issue badges without charge. When an employee leaves the contractor's service, the employee's Government pass and badge shall be returned within 10 days. The contractor personnel shall carry company employment identification with them at all times. Subcontractor employees must register with Security. They will be issued a temporary Government badge and must be escorted by a contractor employee with a permanent badge at all times.

26 of 27 SECTION I CONTRACT CLAUSES ALL THE PROVISIONS OF SECTION I CLAUSES IN ACCORDANCE WITH THE BASIC SEAPORT-E MAC CONTRACT FOR COST PLUS FIXED FEE APPLY TO THIS TASK ORDER PLUS THE FOLLOWING: 52.204-7 CENTRAL CONTRACT REGISTRATION (OCT 2003) 52.216-8 FIXED FEE (MAR 1997) 52.223-5 POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION (AUG 2003) 52.223-6 DRUG-FREE WORKPLACE (MAY 2000) 52.223-10 WASTE REDUCTION PROGRAM (AUG 2000) 52.228-7 INSURANCE-LIABILITY TO THIRD PERSONS (MAR 1996) 52.232-20 LIMITATION OF COST (APR 1984) 52.232-22 LIMITATION OF FUNDS (APR 1984) 52.237-02 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION (APR 1984) 252.204-7005 ORAL ATTESTATION OF SECURITY RESPONSIBILITY (AUG 1999) 252.223-7004 DRUG-FREE WORK FORCE (SEP 1988) 252.223-7006 PROHIBITION ON STORAGE AND DISPOSAL OF TOXIC AND HAZARDOUS MATERIALS (APR 1993) 252.231-7000 SUPPLEMENTAL COST PRINCIPLES (DEC 1991) 52.217-8 -- OPTION TO EXTEND SERVICES (NOV 1999) THE GOVERNMENT MAY REQUIRE CONTINUED PERFORMANCE OF ANY SERVICES WITHIN THE LIMITS AND AT THE RATES SPECIFIED IN THE CONTRACT. THESE RATES MAY BE ADJUSTED ONLY AS A RESULT OF REVISIONS TO PREVAILING LABOR RATES PROVIDED BY THE SECRETARY OF LABOR. THE OPTION PROVISION MAY BE EXERCISED MORE THAN ONCE, BUT THE TOTAL EXTENSION OF PERFORMANCE HEREUNDER SHALL NOT EXCEED 6 MONTHS. THE CONTRACTING OFFICER MAY EXERCISE THE OPTION BY WRITTEN NOTICE TO THE CONTRACTOR WITHIN 1 DAY OF EXPIRATION. 52.217-9 -- OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2008) (A) THE GOVERNMENT MAY EXTEND THE TERM OF THIS CONTRACT BY WRITTEN NOTICE TO THE CONTRACTOR WITHIN 1 DAY PRIOR TO COMPLETION OF THE BASE PERIOD; PROVIDED THAT THE GOVERNMENT GIVES THE CONTRACTOR A PRELIMINARY WRITTEN NOTICE OF ITS INTENT TO EXTEND AT LEAST 2 DAYS BEFORE THE CONTRACT EXPIRES. THE PRELIMINARY NOTICE DOES NOT COMMIT THE GOVERNMENT TO AN EXTENSION. (B) IF THE GOVERNMENT EXERCISES THIS OPTION, THE EXTENDED CONTRACT SHALL BE CONSIDERED TO INCLUDE THIS OPTION CLAUSE. (C) THE TOTAL DURATION OF THIS CONTRACT, INCLUDING THE EXERCISE OF ANY OPTIONS UNDER THIS CLAUSE, SHALL NOT EXCEED FIVE YEARS AND SIX MONTHS.

27 of 27 SECTION J LIST OF ATTACHMENTS DD254b Revision 1