N00024-13-R-5100_0003.doc

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

The following items are applicable to this modification:

SUMMARY OF CHANGES

SECTION B - SUPPLIES OR SERVICES AND PRICES

The following CLINs have been modified to revise the CLIN descriptions:

SUBCLIN 0016AA

The CLIN extended description has changed from Other Direct Costs (ODCs) in support of CLINs 0001-0015, Incidental Materials in support of CLINs 0001-0015 and CLINs 0019, 0020, and 0024(SEE NOTE D – OTHER DIRECT COSTS (ODC)) to Other Direct Costs (ODCs) and Incidental Materials in support of CLINs 0001-0015 and CLINs 0019, 0020, and 0024(SEE NOTE D – OTHER DIRECT COSTS (ODC)).

CLIN 1016

The CLIN extended description has changed from Other Direct Costs (ODCs) in support of CLINs 1001-1015, Incidental Materials in support of CLINs 1001-1015(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)) to Other Direct Costs (ODCs) and Incidental Materials in support of CLINs 1001-1015 and CLINs 1019, 1020, and 1024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)).

SUBCLIN 1016BA

The CLIN extended description has changed from Other Direct Costs (ODCs) in support of CLINs 1001-1015, Incidental Materials in support of CLINs 1001-1015 and CLINs 1019, 1020, and 1024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)) to Other Direct Costs (ODCs) and Incidental Materials in support of CLINs 1001-1015 and CLINs 1019, 1020, and 1024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)).

CLIN 2016

The CLIN extended description has changed from Other Direct Costs (ODCs) in support of CLINs 2001-2015, Incidental Materials in support of CLINs 2001-2015(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)) to Other Direct Costs (ODCs) and Incidental Materials in support of CLINs 2001-2015 and CLINs 2019, 2020, and 2024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)).

SUBCLIN 2016CA

The CLIN extended description has changed from Other Direct Costs (ODCs) in support of CLINs 2001-2015, Incidental Materials in support of CLINs 2001-2015 and CLINs 2019, 2020, and 2024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)) to Other Direct Costs (ODCs) and Incidental Materials in support of CLINs 2001-2015 and CLINs 2019, 2020, and 2024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)).

CLIN 3016

The CLIN extended description has changed from Other Direct Costs (ODCs) in support of CLINs 3001-3015, Incidental Materials in support of CLINs 3001-3015(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)) to Other Direct Costs (ODCs) and Incidental Materials in support of CLINs 3001-3015 and CLINs 3019, 3020, and 3024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)).

SUBCLIN 3016DA

The CLIN extended description has changed from Other Direct Costs (ODCs) in support of CLINs 3001-3015, Incidental Materials in support of CLINs 3001-3015 and CLINs 3019, 3020, and 3024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)) to Other Direct Costs (ODCs) and Incidental Materials in support of CLINs 3001-3015 and CLINs 3019, 3020, and 3024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)).

CLIN 4016

The CLIN extended description has changed from Other Direct Costs (ODCs) in support of CLINs 4001-4015, Incidental Materials in support of CLINs 4001-4015(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)) to Other Direct Costs (ODCs) and Incidental Materials in support of CLINs 4001-4015 and CLINs 4019, 4020, and 4024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)).

SUBCLIN 4016EA

The CLIN extended description has changed from Other Direct Costs (ODCs) in support of CLINs 4001-4015, Incidental Materials in support of CLINs 4001-4015 and CLINs 4019, 4020, and 4024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)) to Other Direct Costs (ODCs) and Incidental Materials in support of CLINs 4001-4015 and CLINs 4019, 4020, and 4024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)).

CLIN 5008

The CLIN description has changed from Option Year Six - Post Delivery Support to Option Year Five - Post Delivery Support.

SUBCLIN 5008FA

The CLIN description has changed from Option Year Six - Post Delivery Support to Option Year Five - Post Delivery Support.

CLIN 5016

The CLIN extended description has changed from Other Direct Costs (ODCs) in support of CLINs 5001-5015, Incidental Materials in support of CLINs 5001-5015(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)) to Other Direct Costs (ODCs) and Incidental Materials in support of CLINs 5001-5015 and CLINs 5019, 5020, and 5024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)).

SUBCLIN 5016FA

The CLIN extended description has changed from Other Direct Costs (ODCs) in support of CLINs 5001-5015, Incidental Materials in support of CLINs 5001-5015 and CLINs 5019, 5020, and 5024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)) to Other Direct Costs (ODCs) and Incidental Materials in support of CLINs 5001-5015 and CLINs 5019, 5020, and 5024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)).

CLIN 6016

The CLIN extended description has changed from Other Direct Costs (ODCs) in support of CLINs 6001-6015, Incidental Materials in support of CLINs 6001-6015(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)) to Other Direct Costs (ODCs) and Incidental Materials in support of CLINs 6001-6015 and CLINs 6019, 6020, and 6024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)).

SUBCLIN 6016GA

The CLIN extended description has changed from Other Direct Costs (ODCs) in support of CLINs 6001-6015, Incidental Materials in support of CLINs 6001-6015 and CLINs 6019, 6020, and 6024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)) to Other Direct Costs (ODCs) and Incidental Materials in support of CLINs 6001-6015 and CLINs 6019, 6020, and 6024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)).

SUBCLIN 6019GA

The CLIN description has changed from Opt. Yr Six Future ACB/Future TI AMON to Opt. Yr Six Future ACB/Future TI AMOD.

CLIN 7016

The CLIN extended description has changed from Other Direct Costs (ODCs) in support of CLINs 7001-7015, Incidental Materials in support of CLINs 7001-7015(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)) to Other Direct Costs (ODCs) and Incidental Materials in support of CLINs 7001-7015 and CLINs 7019, 7020, and 7024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)).

SUBCLIN 7016HA

The CLIN extended description has changed from Other Direct Costs (ODCs) in support of CLINs 7001-7015, Incidental Materials in support of CLINs 7001-7015 and CLINs 7019, 7020, and 7024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)) to Other Direct Costs (ODCs) and Incidental Materials in support of CLINs 7001-7015 and CLINs 7019, 7020, and 7024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)).

SUBCLIN 8006JA

The CLIN description has changed from Option Year Eight - New Construction to RESERVED.

CLIN 8016

The CLIN extended description has changed from Other Direct Costs (ODCs) in support of CLINs 8001-8015, Incidental Materials in support of CLINs 8001-8015(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)) to Other Direct Costs (ODCs) and Incidental Materials in support of CLINs 8001-8015 and CLINs 8019, 8020, and 8024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)).

SUBCLIN 8016JA

The CLIN extended description has changed from Other Direct Costs (ODCs) in support of CLINs 8001-8015, Incidental Materials in support of CLINs 8001-8015 and CLINs 8019, 8020, and 8024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)) to Other Direct Costs (ODCs) and Incidental Materials in support of CLINs 8001-8015 and CLINs 8019, 8020, and 8024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)).

CLIN 9016

The CLIN extended description has changed from Other Direct Costs (ODCs) in support of CLINs 9001-9015, Incidental Materials in support of CLINs 9001-9015(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)) to Other Direct Costs (ODCs) and Incidental Materials in support of CLINs 9001-9015 and CLINs 9019, 9020, and 9024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)).

SUBCLIN 9016KA

The CLIN extended description has changed from Other Direct Costs (ODCs) in support of CLINs 9001-9015, Incidental Materials in support of CLINs 9001-9015 and CLINs 9019, 9020, and 9024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)) to Other Direct Costs (ODCs) and Incidental Materials in support of CLINs 9001-9015 and CLINs 9019, 9020, and 9024(SEE NOTE C – OPTION ITEM)(SEE NOTE D – OTHER DIRECT COSTS (ODC)).

and:

The Notes A and C in Section B have been modified to include references to CLINs 3003, 3017, 3018, 3004, 4010, 4011, 4012, 4021, 4022, and 4023:

NOTE A COMPLETION INCENTIVE FEE – Calculation and payment of Incentive Fee for Option CLINs 3003, 4003, 5003, 6003, 7003, 8003, 9003; 3004, 4004, 5004, 6004, 7004, 8004, 9004; 4010, 5010, 6010, 7010, 8010, 9010; 4011, 5011, 6011, 7011, 8011, 9011; 4012, 5012, 6012, 7012, 8012, and 9012 shall be in accordance with PAYMENTS OF FEE (S) (COMPLETION) (NAVSEA) (MAY 1993). The processes and criteria of Performance Incentives are described in the Performance Incentive Fee Plan (Attachment J-15). As an example, the Performance Incentive Fee associated with Option CLIN 4003 will be accumulated and earned under CLIN 4017. The fee is separated for administrative purposes only. The Contractor shall report all costs under Option CLIN 4003, or the respective primary CLIN. The Performance Incentive Fee Plan is provided under Section J – Attachment 15 – Incentive Fee Plan.

The maximum fee structure that may be proposed is summarized as follows:

Fee Performance

Incentive

NOTE C - Option item to which the option clause in SECTION I-2 (52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)) applies and which is to be supplied only if and to the extent said option is exercised. As stated under Note A, the performance incentive CLINs, 3017, 3018, 4017, 4018, 4021, 4022, 4023, 5017, 5018, 5021, 5022, 5023, 6017, 6018, 6021, 6022, 6023, 7017, 7018, 7021, 7022, 7023, 8017, 8018, 8021, 8022, 8023, 9017, 9018, 9021, 9022 and 9023 are only separated for administrative purposes. The latest option exercise date for performance incentive fee CLINs will be the same date as the primary CLIN. For example, the latest Option exercise date for CLIN 5003 is the latest Option exercise date for CLIN 5017. In addition, as stated under Note B, the award fee CLINs 0001AA, 0002AA, 0007AA, 0009AA, 0015AA; and if exercised Option SLINs 1001BA, 1002BA, 1007BA, 1009BA, 1015BA, 2001CA, 2002CA, 2007CA, 2009CA, 2015CA, 3001DA, 3002DA, 3007DA, 3009DA, 3015DA, 4001EA, 4002EA, 4007EA, 4009EA, 4015EA, 5001FA, 5002FA, 5005FA, 5007FA, 5008FA, 5009FA, 5015FA , 6001GA, 6002GA, 6005GA, 6007GA, 6008GA, 6009GA, 6015GA, 6019GA, 7001HA, 7002HA, 7006HA, 7007HA, 7008HA, 7009HA, 7015HA, 7019HA, 7020HA, 7024HA, 8001JA, 8002JA, 8007JA, 8008JA, 8009JA, 8015JA, 8019JA, 8020JA, 8024JA, 9001KA, 9002KA, 9007KA, 9008KA, 9009KA, 9015KA, 9019KA, 9020KA, 9024KA are separated for administrative purposes. The latest option exercise date for the award fee CLINs will be the same date as the primary CLIN. The latest option exercise dates are as follows:

and:

Note D of Section B has been modified to include references to SLINs 0019AA, 0020AA, and 0024AA

NOTE D – OTHER DIRECT COSTS (ODC) - Other direct costs (ODCs) associated with Base Year SLINs 0001AA-0015AA and SLINs 0019AA, 0020AA, and 0024AA, travel and per diem, and materials incidental to engineering performance for SLINs 0001AA-0015AA and SLINs 0019AA, 0020AA, and 0024AA, are to be included on a cost-only basis (non-fee-bearing) under CLIN 0016AA. The same ODC pricing methodology for the Base Year CLINs is applicable to each Option Year (One through Nine). See FAR 16.302 for a description of this cost-only contract type. The total ODC and incidental material estimate for the entire contract (sum of all option years) is $31,500,000. As described in Section L, all offers shall include a total cost of $31,500,000 for ODCs, under this contract based on the following distribution:

As described in Section M, this cost will not be evaluated for cost realism purposes. Section C provides additional details regarding the ODCs and incidental materials included under this CLIN.

SECTION C - DESCRIPTIONS AND SPECIFICATIONS

Section 3.11.1 has been modified to include SLINs 6019GA, 7019HA, 7020HA, 7024HA, 8019JA, 8020JA, 8024JA, 9019KA, 9020KA, and 9024KA:

3.11 INCIDENTAL MATERIALS AND ODCS

ITEM 0016AA AND IF OPTIONS ARE EXERCISED 1016BA, 2016CA, 3016DA, 4016EA, 5016FA, 6016GA, 7016HA, 8016JA, AND 9016KA.

3.11.1 Other Direct Costs and Incidental Material

These CLINs includes ODCs for work performed under corresponding CLINs 0001AA-0015AA, 1001BA-1015BA, 2001CA-2015CA, 3001DA-3015DA, 4001EA-4015EA, 5001FA-5015FA, 6001GA-6015GA, and 6019GA, 7001HA-7015HA, and 7019HA, 7020HA, 7024HA, 8001JA-8015JA, and 8019JA, 8020JA, 8024JA; 9001KA-9015KA, and 9019KA, 9020KA, 9024KA. As an example, ODCs required in support of CLINs 0001AA-0015AA, shall be invoiced against CLIN 0016AA and the contractor shall be reimbursed on a cost-only basis (no fee) for all allowable and allocable costs. The Contractor shall identify, procure, and maintain special test equipment (STE). The STE identified shall meet the definition of STE detailed in FAR 2.101 Definitions. These costs also include 3rd Party Software Licenses. The contractor shall make use of any available license through the DoD Enterprise Software Initiative (ESI) to the maximum extent possible (http://www.esi.mil/LandingZone.aspx?id=102&zid=1).

3.11.2 Travel

In addition to local travel, the Contractor may be required to travel throughout the Continental United States

(CONUS) and to foreign countries (OCONUS). The Navy Program Office recognizes that engineering and technical efforts required to deliver fully integrated combat systems required of this procurement will require incurrence of travel costs. The program desires to keep these costs to the minimum necessary to accomplish the project requirements. The most significant costs result from travel that is extended or frequently recurring.

In order to minimize travel costs, the Contractor and its subcontractors at all tiers shall comply with DoD Joint Travel Regulations (JTR) in conducting travel of employees. All travel shall be conducted in accordance with the JTR. The JTR stresses that the duties performed while on temporary duty (TDY) travel must be temporary in nature, and assignments must not be of such frequency or duration that a place of assignment becomes, in fact, an employee’s long-term work location. The JTR specifically requires that recurring travel to one location with full short-term TDY reimbursement must not exceed 180 days in duration (inclusive of breaks such as weekend trips home). Whenever recurring travel to one location is expected to last more than 180 days, consideration of less costly alternatives is required, such as Permanent Change of Station (PCS), Temporary Change of Station (TCS), or long-term TDY at reduced fixed per diem. In any instance in which recurring travel to one location for more than 180 days is planned for personnel at any tier, the Contractor shall obtain prior written approval from the COR, and the request for approval shall include a cost comparison addressing PCS, TCS, and long-term TDY.

Recurring travel to one location for work can also result in income tax implications for employees. Starting at the point in time when recurring travel to a single location realistically became expected to last for more than 1 year, the Internal Revenue Service treats the employment at that location as indefinite and travel reimbursements as taxable income. The Contractor will not be reimbursed for any income tax liability incurred by personnel at any tier.

SECTION D - PACKAGING AND MARKING

The following section has been have been modified to remove references to CLINs 7024, 8024, 9024, and SLIN 5008FA:

ITEMS 0001AA, 0002AA, 0007AA, 0009AA, 0014 through 0016AA and 0025, 0027AA, 0028AA, 0031AA, 0033AA and 0034AA; and if Option Items are exercised Items 0026 and 1001BA through 9034KA - Data to be delivered by Integrated Digital Environment (IDE) or other electronic media shall be as specified in the contract. All unclassified data to be shipped shall be prepared for shipment in accordance with best commercial practice. Classified reports, data, and documentation shall be prepared for shipment in accordance with National Industrial Security Program Operating Manual (NISPOM), DOD 5220.22-M dated 28 February 2006. STE delivered should be packed and marked in accordance with the best commercial practices.

ITEMS 0013AA, 1013BA, 2013CA, 3013DA, 4013EA, 5013FA, 6013GA, 7013HA, 8013JA, 9013KA, 0024, 1024, 2024, 3024, 4024, 5024, 6024- RESERVED

ITEMS 0008AA, 1008BA, 2008CA, 3008DA, 4008EA- RESERVED

SECTION E - INSPECTION AND ACCEPTANCE

The following section has been modified to align with Section B - SUPPLIES OR SERVICES AND PRICES:

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

and:

The following section has been have been modified to remove references to CLINs 7024, 8024, 9024, and SLIN 5008FA:

ITEMS 0001AA, 0002AA, 0007AA, 0009AA, 0014 through 0015AA, 0027AA, 0028AA, 0031AA, 0033AA and 0034AA; and if Option Items are exercised Items 0026 and 1001BA through 9034KA - Inspection and acceptance shall be made at source by a representative of the cognizant Contract Administration Office.

ITEMS 0016AA; and if Option Items are exercised Items 1016BA, 2016CA, 3016DA, 4016EA, 5016FA, 6016GA, 7016HA, 8016JA, 9016KA - Inspection and acceptance of STE shall be certified with a Certificate of Completion by the Contractor and concurred with by the AEGIS TECHREP as complete prior to acceptance by the cognizant Contract Administration Office.

ITEMS 0013AA, 1013BA, 2013CA, 3013DA, 4013EA, 5013FA, 6013GA, 7013HA, 8013JA, 9013KA, 0024, 1024, 2024, 3024, 4024, 5024, 6024- RESERVED

ITEMS 0008AA, 1008BA, 2008CA, 3008DA, 4008EA- RESERVED

SECTION F - DELIVERIES OR PERFORMANCE

The following has been modified to align with Section B - SUPPLIES OR SERVICES AND PRICES:

SECTION F: PART 1 – CONTRACT LINE ITEM DESCRIPTION

For proposal purposes, the estimated date of Award is 15 January 2015. The Government reserves the right to award sooner or later if necessary. The start and end dates will be updated accordingly upon Award.

ITEM(S)

FROM

TO

The periods of performance for the following items are from date of award through 12 months or 365 Days thereafter, estimated at:

* CLIN 0014, and if exercised Option CLINs 1014, 2014, 3014, 4014, 5014, 6014, 7014, 8014, and 9014 - AEGIS WEAPON SYSTEM ELEMENT ASSESSMENTS – The entire CLIN POP will be 365 Days as detailed in the table above, however each individual AWS element assessment will be a two (2) week duration.

**ITEMS 0016AA; and if Option Items are exercised Items 1016BA, 2016CA, 3016DA, 4016EA, 5016FA, 6016GA, 7016HA, 8016JA, 9016KA - Delivery of STE procured in performance of this contract will occur at the end of contract performance. As an example, if 9016KA is exercised the STE would be delivered 365 days after the Option exercise of 9016KA.

CLIN 0025 – DATA

All data to be furnished under this contract shall be delivered prepaid to the destination(s) and at the time(s) specified on the Contract Data Requirements List(s), DD Form 1423.

CLIN 0026 – Enhanced Data Rights

Date of Option Exercise with no end date for the Government’s data rights.

(End of Summary of Changes)