Office of Naval Research Research Services Agreement with Ocean Power Technologies, Inc. (Contract No. N00014-05-C-0384)

Summary

This contract is between the Office of Naval Research (U.S. Navy) and Ocean Power Technologies, Inc. The agreement requires Ocean Power Technologies to conduct a specified research project, as detailed in the attached Statement of Work, from the contract award date through March 31, 2007. The contract outlines payment terms, deliverables, and standards for packaging and reporting. The government will inspect and accept the final work within 30 days of delivery. Invoices must be submitted electronically through the Department of Defense’s online system.

EX-10.2 5 y25790exv10w2.txt EX-10.2: CONTRACT NO. N00014-05-C-0384 . . . Exhibit 10.2 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. AWARD/CONTRACT 1. THIS CONTRACT IS A RATED ORDER RATING PAGE OF PAGES UNDER DPAS (15 CFR 350) DO-C9(U) 1 | 14 2. CONTRACT (PROC. INST. IDENT.) NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUEST/PROJECT NO. N00014-05-C-0384 SEE BLOCK 20.C. 05PR09436-00 ISSUED BY CODE N00014 6. ADMINISTERED BY (if other than item 5) CODE S3915A OFFICE OF NAVAL RESEARCH DCM Philadelphia ONR 254 Brian Murphy ###-###-#### PO Box 11427 E-mail: ***@*** 700 Robbins Avenue, Bldg. 4A 875 North Randolph St. Suite 1425 Philadelphia, PA 19111-0427 Arlington VA ###-###-#### 7. NAME AND ADDRESS OF CONTRACTOR (No., street, city, country, State and ZIP Code) 8. DELIVERY [ ] FOB ORIGIN [ ] OTHER (see below) Ocean Power Technologies, Inc. 1590 Reed Road 9. DISCOUNT FOR PROMPT PAYMENT Pennington, NJ 08534 N.A. 10. SUBMIT INVOICES ITEM (4 copies unless See Section G. otherwise specified) TO CODE 043P7 FACILITY CODE THE ADDRESS SHOWN IN: 11. SHIP TO/MARK FOR CODE N00014 12. PAYMENT WILL BE MADE BY CODE HQ0337 OFFICE OF NAVAL RESEARCH DFAS COLUMBUS CENTER DFAS Attn: Code 334, Paula Furman CO NORTH ENTITLEMENT OPERATIONS 875 North Randolph St. Suite 1425 PO BOX 182266 Arlington VA ###-###-#### COLUMBUS, OH ###-###-#### 13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN 14. ACCOUNTING AND APPROPRIATION DATA COMPETITION [ ] 10U.S.C.2304(c)( ) [ ] 41U.S.C.253(C)( ) SEE ATTACHED FINANCIAL ACCOUNTING DATA (FAD) SHEET(S) 15A. ITEM NO. 15B. SUPPLIES/SERVICES 15C. QUANTITY 15D. UNIT 15E. UNIT PRICE 15F. AMOUNT See Section B of Schedules 15G. TOTAL AMOUNT OF CONTRACT See Section B. of Schedule 16. TABLE OF CONTENTS PAGE(S (X) SEC. PAGE(S) (X) SEC. DESCRIPTION (X) - --- ---- ------- --- ---- ----------- ------ PART I - THE SCHEDULE PART II - CONTRACT CLAUSES (X) A SOLICITATION/CONCTRACT FORM 2 (X) I CONTRACT CLAUSES 7-14 (X) B SUPPLIES OR SERVICES AND PRICES/COSTS 2 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH. (X) C DESCRIPTION/SPECS./WORK STATEMENT 2 (X) J LIST OF ATTACHMENTS 14 (X) D PACKAGING AND MARKING 2 PART IV - REPRESENTATIONS AND INSTRUCTIONS (X) E INSPECTION AND ACCEPTANCE 2 (X) K REPRESENTATIONS, CERTIFICATIONS 14 (X) F DELIVERIES OR PERFORMANCE 3 AND OTHER STATEMENTS OF (X) G CONTRACT ADMINISTRATION DATA 3-5 OFFERORS (X) H SPECIAL CONTRACT REQUIREMENTS 6-7 [ ] L INSTRS., CONDS., AND NOTICES TO OFFERORS [ ] M EVALUATION FACTORS FOR AWARD CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE 17. [ ] CONTRACTOR'S NEGOTIATED AGREEMENT (Contractor is 18. [ ] AWARD (Contractor is not required to sign this required to sign this document and return 2 copies to document.) Your offer on Solicitation Number ______, issuing office.) Contractor agrees to furnish and including the addition or changes made by you which deliver all items or perform all the services set additions or changes are set forth in full above, forth or otherwise identified above and on any is hereby accepted as to items listed above and on continuation sheets for the consideration stated any continuation sheets. This award consummates the herein. The rights and obligations of the parties to contract which consists of the following documents: this contract shall be subject to and governed by the (a) the Government's solicitation and your offer, following documents: (a) this award/contract, (b) the and (b) this award/contract. No further document is solicitation, if an, and (c) such provisions, necessary. representations, certifications, and specifications, as are attached or incorporated by reference herein. (Attachments are listed herein.) 19A. NAME AND TITLE OF SIGNER (Type or print) 20A. NAME OF CONTRACTING OFFICER Charles F. Dunleavy R. Brian Bradley C.F.O. Contracting Officer 19B. NAME OF CONTRACTOR 19C. DATE SIGNED 20B. UNITES STATES OF AMERICA 20C. DATE SIGNED BY /s/ Charles F. Dunleavy 20 Sept 2005 BY /s/ R. Brian Bradley SEP 20 2005 ------------------------------------ -------------------------------------------- (Signature of person authorized to sign) (Signature of Contracting Officer) NSN 7540-01-152-8069 26- 107 STANDARD FORM 26 (REV. 4-85) PREVIOUS EDITION UNUSABLE Prescribed by GSA FAR (48 CFR) 53.214 (a)

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS
TOTAL ESTIMATED FIXED ESTIMATED COST ITEM NO. SUPPLIES/SERVICES COST FEE & FIXED FEE - -------- ------------------------------------------ --------- ----- --------------- 0001 The Contractor shall furnish the necessary $[**] $[**] $2,799,405 personnel and facilities to conduct the research effort as described in Section C and provide reports and data in accordance with Exhibit A. 000101 ACRN: AA $2,799,405 TOTAL ESTIMATED CONTRACT CONSIDERATION: $[**] $[**] $2,799,405
SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT 1. The research effort to be performed hereunder shall be subject to the requirements and standards contained in Exhibit A and the following paragraph(s). 2. The Contractor shall conduct the research effort under CLIN 0001, submitted under Topic Number N95-074, in accordance with Attachment Number 1, entitled "Statement of Work". SECTION D - PACKAGING AND MARKING Preservation, packaging, packing and marking of all deliverable contract line items shall conform to normal commercial packing standards to assure safe delivery at destination. All reports, briefs, technical documents, etc. submitted to the Government under this contract should contain the following legend: SBIR or STTR DATA RIGHTS Topic Number: __________________________________ Contract No.: __________________________________ Contractor Name: _______________________________ Contractor Address: ____________________________ The Government's rights to use, modify, reproduce, release, perform, display, or disclose technical data or computer software marked with this legend are restricted as provided in paragraph (b)(4) of DFARS ###-###-####, Rights in Noncommercial Technical Data and Computer Software--Small Business Innovative Research (SBIR) Program. SECTION E - INSPECTION AND ACCEPTANCE Inspection and acceptance of the final delivery under this contract will be accomplished by the Program Officer designated in Section F of this contract, who shall have thirty (30) days after contractual delivery for acceptance. Contract Number: N00014-05-C-0384 SECTION F - DELIVERIES OR PERFORMANCE 1. The research effort performed under CLIN 0001 shall be conducted from date of contract award through 31 March 2007. 2. Distribution, consignment and marking instructions for all contract line items shall be in accordance with Enclosure Number 1 of Exhibit A. The address for the cognizant Program Officer is as follows: Program Officer Office of Naval Research 875 North Randolph St. Suite 1425 Arlington, Virginia ###-###-#### Attn: Paula Furman Code: 334 Ref: Contract N00014-05-C-0384 SECTION G - CONTRACT ADMINISTRATION DATA (02/14/05) 1. PAYMENT AND INVOICE INSTRUCTIONS (COST REIMBURSEMENT) 1.1 SUBMISSION OF INVOICES PAYMENT AND INVOICE INSTRUCTIONS (COST TYPE) The Office of Naval Research will utilize the new DoD Wide Area Workflow Receipt and Acceptance (WAWF) system. This web based system located at https://wawf.eb.mil provides the technology for government contractors and authorized Department of Defense (DoD) personnel to generate, capture and process receipt and payment-related documentation in a paperless environment. Invoices for supplies/services rendered under this contract shall be submitted electronically through WAWF. Submission of hard copy DD250/Invoice/Public Vouchers (SF1034) will no longer be accepted for payment. It is recommended that the person in your company designated as the Central Contractor Registration (CCR) Electronic Business (EB) Point of Contact and anyone responsible for the submission of invoices, use the online training system for WAWF at http://wawftraining.com. The Vendor, Group Administrator (GAM), and sections marked with an asterisk in the training system should be reviewed. Vendor Quick Reference Guides are also available at http://www.acquisition.navy.mil/navyaos/content/view/full/3521/). The most useful guides are "Getting Started for Vendors", "WAWF Vendor Guide", and "Creating a Cost Voucher Invoice." The designated CCR EB point of contact is responsible for activating the company's CAGE code on WAWF by calling ###-###-####. Once the company is activated, the CCR EB will self-register on the WAWF and follow the instructions for a group administrator. After the company is set-up on WAWF, any additional persons responsible for submitting invoices must self-register at the WAWF HTTPS://WAWF.EB.MIL. The following required information should automatically fill-in via WAWF; if it does not fill-in, include the following: Issue By DODAAC: N00014 Admin DODAAC: [Use the 6 character "ADMINISTERED BY" CODE as listed on page one of the award document] Pay DODAAC: [Use the 6 character "PAYMENT WILL BE MADE BY" CODE as listed on page one of the award document] Contract Number: N00014-05-C-0384 Fill-in the following additional information: DCAA Auditor DODAAC: [Look up via the AUDIT OFFICE LOCATOR at http://www.dcaa.mil. If you encounter any problems finding your cognizant audit office, write to ***@*** or call ONR's DCAA liaison at ###-###-####] Service Approver DODAAC: N00014 The following additional information may need to be filled in: LPO DODAAC: N00014 (Note - this line is required only when the "PAYMENT WILL BE MADE BY" DODAAC begins with an 'N') After self-registering and logging on to the WAWF system, click on the plus sign next to the word "Vendor" and then click on the "Create New Document" link. Enter the contract number, cage code, and Pay DODAAC (above) and hit submit. Select the "Cost Voucher" invoice type within WAWF-RA. This type of invoice fulfills any requirement for submission of the Material Inspection and Receiving Report, DD Form 250. Back up documentation, 5MB limit, can be included and attached to the invoice in WAWF under the "Misc Info" tab. Fill-in all applicable information under each tab. Take special care when you enter Line Item information - the Line Item tab is where you will detail your request for payment and material/services that were provided based upon the contract. Be sure to fill in the following two informational items exactly as they appear in the contract: Item Number: If the contract schedule has more than one ACRN listed as sub items under the applicable Contract Line Item Number (CLIN), use the 6 character separately identified Sub Line Item Number (SLIN) (e.g. - 0001AA) or Informational SLIN (e.g. - 000101), otherwise use the 4 character CLIN (e.g. - 0001). ACRN: Fill-in the applicable 2 alpha character ACRN that is associated with the SLIN or CLIN. (Note - DO NOT INVOICE FOR MORE THAN IS STILL AVAILABLE UNDER ANY ACRN). Special Payment Instructions for CLIN/SLINs with Multiple ACRNs/Lines of Accounting: (Note - since WAWF does not accept the use of multiple ACRNs for any single CLIN or SLIN on one invoice; multiple invoices may have to be used - use the WAWF "Line Item" "Description" area to note the use of multiple invoices). For all invoices submitted against CLINs with multiple Accounting Classification Reference Numbers (ACRNs), the billing shall be paid from the earliest Fiscal Year (FY) appropriation first. Fiscal Year is determined from the 3rdcharacter in the "Appropriation (Critical)" part (Block 6B) of the Line of Accounting on the Financial Accounting Data Sheet of the contract (e.g., 1741319 for FY 2004 and 1751319 for FY 2005). In the event there are multiple ACRNs with the same FY of appropriation, billings shall be proportionally billed to all ACRNs for that FY in the same ratio that the ACRNs are obligated. After all required information is included, click on the "Submit" button under the "Header" tab. Helpful Note: Shipment Number format should be three alpha and 4 numeric (e.g., SER0001). Note: The contractor shall submit invoices for payment per contract terms and the Government shall process invoices for payment per contract terms. If you have any questions regarding the WAWF, please contact the DoN WAWF Assistance Line at ###-###-####. Contract Number: N00014-05-C-0384 1.2 PAYMENT OF ALLOWABLE COSTS AND FIXED FEE As consideration for the proper performance of the work and services required under this contract, the Contractor shall be paid as follows: (a) Costs, as provided for under the contract clause entitled "Allowable Cost and Payment," shall not exceed the amount set forth as "Estimated Cost" in Section B, and is subject to the contract clause entitled "Limitation of Cost" or "Limitation of Funds" whichever is applicable. (b) A fixed fee, in the amount set forth as 'Fixed Fee' in Section B, in accordance with the contract clause FAR 52.216-8 "Fixed Fee", shall be paid upon completion of the work and services required under this contract and upon final acceptance by the Contracting Officer. However, the Contractor, shall bill on each voucher the amount of the fee bearing the same percentage to the total fixed fee as the amount of cost billed bears to the total estimated cost not to exceed the amount set forth as "Fixed Fee" in Section B. The total fixed fee billed, shall not exceed the total fixed fee specified in Section B and is subject to the contract clause entitled "Limitation of Cost" or "Limitation of Funds" whichever applies. (c) In accordance with FAR 52.216-8, and in order to protect the Government's interest, the Contractor is hereby directed to withhold 10% of the fixed fee amount as set forth in Section B or until a reserve is set aside in the amount of $100,000, whichever is less. The Administrative Contracting Officer shall release 75% of the fixed fee reserve upon acceptance of the final deliverables identified in Section F of this contract. The remainder 25% of the fixed fee reserve will be released after completion of any final audits, submission of the final patent and royalty reports and if the contractor is not delinquent in submitting final vouchers for prior years' settlements. 2. PROCURING OFFICE REPRESENTATIVES (a) In order to expedite administration of this contract, the Administrative Contracting Officer should direct inquiries to the appropriate office listed below. Please do not direct routine inquiries to the person listed in Item 20A on Standard Form 26. Contract Negotiator - Brian K. Murphy, ONR 0254, (703) 696-0030, DSN ###-###-####, E-Mail Address: ***@*** Inspection and Acceptance - Dr. Paula Furman, (703) 588-1077, DSN ###-###-####, E-Mail Address: ***@*** Security Matters - Ms. Sheila Neal, ONR 43, (703) 696-8177, DSN ###-###-#### Patent Matters - Mr. Tom McDonnell, ONR 00CC, (703) 696-4000, DSN ###-###-####. (b) The Administrative Contracting Officer will forward invention disclosures and reports directly to Corporate Counsel (Code 00CC), Office of Naval Research, Department of the Navy, 875 North Randolph St. Suite 1425, Arlington, VA ###-###-####. The Corporate Counsel will return the reports along with a recommendation to the Administrative Contracting Officer. The Corporate Counsel will represent the Contracting Officer with regard to invention reporting matters arising under this contract. 3. TYPE OF CONTRACT This is a cost-plus-fixed-fee completion contract. Contract Number: N00014-05-C-0384 SECTION H - SPECIAL CONTRACT REQUIREMENTS 1. ONR 5252.235-9714 REPORT PREPARATION (FEB 2002) Scientific or technical reports prepared by the Contractor and deliverable under the terms of this contract will be prepared in accordance with format requirements contained in ANSI/NISO Z39.18-1995, Scientific and Technical Reports: Elements, Organization, and Design. [NOTE: All NISO American National Standards are available as free, downloadable PDF(s) at http://www.niso.org/standards/index.html. NISO standards can also be purchased in hardcopy form from NISO Press Fulfillment, P. O. Box 451, Annapolis Junction, MD 20701-0451 USA. Telephone U.S. and Canada: (877) 736-6476; Outside the U.S. and Canada: 301 ###-###-####; Fax: 301 ###-###-####.] 2. INVENTION DISCLOSURES AND REPORTS The Contractor shall submit all invention disclosures and reports required by the Patent Rights clause of this contract to the Administrative Contracting Officer (ACO). The ACO (Refer to Block 6 of the SF Form 26 for POC information) will forward invention disclosures and reports directly to Corporate Counsel (Code 00CC), Office of Naval Research, Department of the Navy, Arlington, VA 22203. Corporate Counsel will return the reports along with a recommendation to the ACO. Corporate Counsel represents the Contracting Officer regarding invention reporting matters arising under this contract. 3. ELECTRONIC SUBMISSION OF INTERIM AND FINAL REPORTS In addition to the complete hard copy of the fourth status report (which should be at the end of the first year) and the Final Report, the contractor shall provide a NONPROPRIETARY summary of these reports directly to the Navy SBIR/STTR Web Welcome page at www.navysbir.com. To submit these reports, select Submission, then select Submit a Phase I or II Summary Report, then select Begin Submission Process. Enter your firm name and the password used to submit proposals to the DoD Proposal Submission website. Select Summary Report and Add a New Report. Follow the remaining instructions given on the submission website. ONR ###-###-#### TECHNICAL DIRECTION (FEB 2002) (a) Performance of the work hereunder is subject to the technical direction of the Program Officer/COR designated in this contract, or duly authorized representative. For the purposes of this clause, technical direction includes the following: (1) Direction to the Contractor which shifts work emphasis between work areas or tasks, requires pursuit of certain lines of inquiry, fills in details or otherwise serves to accomplish the objectives described in the statement of work; (2) Guidelines to the Contractor which assist in the interpretation of drawings, specifications or technical portions of the work description. (b) Technical direction must be within the general scope of work stated in the contract. Technical direction may not be used to: (1) Assign additional work under the contract; (2) Direct a change as defined in the contract clause entitled "Changes"; Contract Number: N00014-05-C-0384 (3) Increase or decrease the estimated contract cost, the fixed fee, or the time required for contract performance; (4) Change any of the terms, conditions or specifications of the contract. (c) The only individual authorized to in any way amend or modify any of the terms of this contract shall be the Contracting Officer. When, in the opinion of the Contractor, any technical direction calls for effort outside the scope of the contract or inconsistent with this special provision, the Contractor shall notify the Contracting Officer in writing within ten working days after its receipt. The Contractor shall not proceed with the work affected by the technical direction until the Contractor is notified by the Contracting Officer that the technical direction is within the scope of the contract. (d) Nothing in the foregoing paragraphs may be construed to excuse the Contractor from performing that portion of the work statement which is not affected by the disputed technical direction. ONR ###-###-#### KEY PERSONNEL (DEC 88) (a) The Contractor agrees to assign to the contract tasks those persons whose resumes were submitted with its proposal and who are necessary to fulfill the requirements of the contract as "key personnel". No substitutions may be made except in accordance with this clause. (b) The Contractor understands that during the first ninety (90) days of the contract performance period, no personnel substitutions will be permitted unless these substitutions are unavoidable because of the incumbent's sudden illness, death or termination of employment. In any of these events, the Contractor shall promptly notify the Contracting Officer and provide the information described in paragraph (c) below. After the initial ninety (90) day period the Contractor must submit to the Contracting Officer all proposed substitutions, in writing, at least (30) days in advance ( (45) days if security clearance must be obtained) of any proposed substitution and provide the information required by paragraph (c) below. (c) Any request for substitution must include a detailed explanation of the circumstances necessitating the proposed substitution, a resume for the proposed substitute, and any other information requested by the Contracting Officer. Any proposed substitute must have qualifications equal to or superior to the qualifications of the incumbent. The Contracting Officer or his/her authorized representative will evaluate such requests and promptly notify the Contractor in writing of his/her approval or disapproval thereof. (d) In the event that any of the identified key personnel cease to perform under the contract and the substitute is disapproved, the contract may be immediately terminated in accordance with the Termination clause of the contract. The following are identified as key personnel: [**] SECTION I - CONTRACT CLAUSES Cost-Plus-Fixed Fee (SBIR-STTR phase I/II) (August 29, 2005) * Applies when contract action exceeds $10,000 ** Applies when contract action exceeds $100,000 + Applies when contract action exceeds $500,000 ++ Applies when contract action exceeds $500,000 and subcontracting possibilities exist. Small Business Exempt. x (DD 250) Contract Number: N00014-05-C-0384 All clauses in the Section (A) Tables are required clauses and are applicable, or are applicable at the specified thresholds as designated in accordance with the legend listed above. (A) FAR 52.252-02 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: http://www.arnet.gov/far/ I. FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1) CLAUSES: ** FAR 52.202-1 Definitions (JUL 2004) ** FAR 52.203-3 Gratuities (APR 1984) ** FAR 52.203-5 Covenant Against Contingent Fees (APR 1984) ** FAR 52.203-6 Restrictions on Subcontractor Sales to the Government (JUL 1995) ** FAR 52.203-7 Anti-Kickback Procedures (JUL 1995) ** FAR 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (JAN 1997) ** FAR 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (JAN 1997) ** FAR 52.203-12 Limitation on Payments to Influence Certain Federal Transactions (JUN 2003) ** FAR 52.204-4 Printing/Copying Double-Sided on Recycled Paper (AUG 2000) FAR 52.204-7 Central Contractor Registration (OCT 2003) FAR 52.211-15 Defense Priority and Allocation Requirements (SEP 1990) ** FAR 52.215-2 Audit and Records - Negotiation (JUN 1999) and Alternate II (APR 1998) (Alternate II is only applicable with cost reimbursement contracts with State and local Governments, educational institutions, and other non-profit organizations.) FAR 52.215-8 Order of Precedence - Uniform Contract Format (OCT 1997) + FAR 52.215-10 Price Reduction for the Defective Cost or Pricing Data (OCT 1997) (The provisions of this Clause have been waived by a joint Determination and Findings for the prime contractor only. The clause is applicable to subcontracts over $550,000.) + FAR 52.215-12 Subcontractor Cost or Pricing Data (OCT 1997) (Applicable to subcontracts over $550,000 only) ** FAR 52.215-14 Integrity of Unit Prices (OCT 1997) and Alternate I (OCT 1997) (Alternate I is applicable if the action is contracted under Other Than Full and Open Competition) + FAR 52.215-15 Pension Adjustments and Asset Reversions (OCT 2004) FAR 52.215-17 Waiver of Facilities Capital Cost of Money (OCT 1997) + FAR 52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other than Pensions (JUL 2005)

Contract Number: N00014-05-C-0384 + FAR 52.215-19 Notification of Ownership Changes (OCT 1997) (Applicable when Cost or Pricing Data is required) FAR 52.216-7 Allowable Cost and Payment (DEC 2002) FAR 52.216-8 Fixed Fee (MAR 1997) ** FAR 52.219-4 Notice of Price Evaluation Preference for HUB zone Small Business Concerns (JUL 2005) FAR 52.219-6 Notice of Total Small Business Set-Aside (JUN 2003) ** FAR 52.219-8 Utilization of Small Business Concerns (MAY 2004) ++ FAR 52.219-9 Small Business Subcontracting Plan (JUL 2005) ** FAR 52.219-14 Limitations on Subcontracting (DEC 1996) ++ FAR 52.219-16 Liquidated Damages - Subcontracting Plan (JAN 1999) FAR 52.222-1 Notice to the Government of Labor Disputes (FEB 1997) ** FAR 52.222-2 Payment for Overtime Premiums (JUL 1990) (Note: The word "zero" is inserted in the blank space indicated by an asterisk) FAR 52.222-3 Convict Labor (JUN 2003) (Reserved when FAR 52.222-20 Walsh Healy Public Contracts Act is applicable) ** FAR 52.222-4 Contract Work Hours and Safety Standards Act -Overtime Compensation (JUL 2005) FAR 52.222-21 Prohibition of Segregated Facilities (FEB 1999) FAR 52.222-26 Equal Opportunity (APR 2002) * FAR 52.222-35 Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (DEC 2001) * FAR 52.222-36 Affirmative Action for Workers with Disabilities (JUN 1998) * FAR 52.222-37 Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (DEC 2001) ** FAR 52.223-14 Toxic Chemical Release Reporting (AUG 2003) FAR 52.225-13 Restrictions on Certain Foreign Purchases (MAR 2005) FAR 52.225-16 Sanctioned European Union Country Services (FEB 2000) ** FAR 52.227-1 Authorization and Consent (JUL 1995) and Alternate I (APR 1984) ** FAR 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (AUG 1996) FAR 52.227-20 Rights in Data - SBIR Program (MAR 1994) FAR 52.228-7 Insurance Liability to Third Persons (MAR 1996) (Further to paragraph (a)(3), unless otherwise stated in this contract, types and limits of insurance required are as stated in FAR 28.307-2) FAR 52.232-9 Limitation on Withholding of Payments (APR 1984) ** FAR 52.232-17 Interest (JUN 1996) FAR 52.232-23 Assignment of Claims (JAN 1986) and Alternate I (APR 1984)

Contract Number: N00014-05-C-0384 FAR 52.232-25 Prompt Payment (OCT 2003) and Alternate I (FEB 2002) (The words "the 30th day" are inserted in lieu of "the 7th day" at (a)(5)(i). [When Alternate I is applicable (a)(5)(i) does do not apply] [USE ALTERNATE I WHEN AWARDING A COST REIMBURSEMENT CONTRACT FOR SERVICES] FAR 52.232-33 Payment by Electronic Funds Transfer - Central Contractor Registration (OCT 2003) FAR 52.233-1 Disputes (JULY 2002) FAR 52.233-3 Protest After Award (AUG 1996) and Alternate I (JUN 1985) FAR 52.242-1 Notice of Intent to Disallow Costs (APR 1984) + FAR 52.242-3 Penalties for Unallowable Costs (MAY 2001) FAR 52.242-4 Certification of Final Indirect Costs (JAN 1997) ** FAR 52.242-13 Bankruptcy (JUL 1995) FAR 52.242-15 Stop Work Order (AUG 1989) and Alternate I (APR 1984) FAR 52.243-2 Changes -- Cost-Reimbursement (Aug. 1987) and Alternate V (APR 1984) FAR 52.244-2 Subcontracts (MAY 2005) and Alternate I (AUG 1998) ** FAR 52.244-5 Competition in Subcontracting (DEC 1996) FAR 52.244-6 Subcontracts for Commercial Items and Commercial Components (DEC 2004) FAR 52.245-5 Government Property (Cost-Reimbursement, Time-and-Materials, or Labor-Hour Contracts) (May 2004) and ALT I (JUN 2003) (As modified by DoD Class Deviation 99-00008 dated 13 July 1999) (ALT I is applicable if the contractor is a nonprofit organization whose primary purpose is the conduct of scientific research) FAR 52.246-9 Inspection of Research and Development (Short Form) (Apr 1984) FAR 52.246-23 Limitation of Liability (FEB 1997) ** FAR 52.247-64 Preference for Privately Owned U.S. Flag Commercial Vessels (APR 2003) FAR 52.249-6 Termination (Cost-Reimbursement) (May 2004) FAR 52.249-14 Excusable Delays (APR 1984) FAR 52.251-1 Government Supply Sources (APR 1984) FAR 52.253-1 Computer Generated Forms (JAN 1991)

II. DEPARTMENT OF DEFENSE FAR SUPPLEMENTAL (DFARS) (48 CFR CHAPTER 2) CLAUSES: ** DFARS ###-###-#### Prohibition On Persons Convicted of Fraud or Other Defense-Contract-Related Felonies (DEC 2004) DFARS ###-###-#### Control of Government Work Product (APR 1992) DFARS ###-###-#### Alternate A (NOV 2003) ** DFARS ###-###-#### Subcontracting with Firms That Are Owned or Controlled by the Government of a Terrorist Country (MAR 1998) + DFARS ###-###-#### Pricing Adjustments (DEC 1991)

Contract Number: N00014-05-C-0384 ++ DFARS ###-###-#### Small, Small Disadvantaged and Women-owned Small Business Subcontracting Plan (DoD Contracts) (APR 1996) DFARS ###-###-#### Reporting of Contract Performance Outside the United States (JUN 2005) ** DFARS ###-###-#### Preference for Certain Domestic (JUN 2004) DFARS ###-###-#### Secondary Arab Boycott of Israel (JUN 2005) DFARS ###-###-#### Rights In Bid Or Proposal Information (JUN 1995) DFARS ###-###-#### Identification And Assertion Of Use, Release, Or Disclosure Restrictions (JUN 1995) DFARS ###-###-#### Rights In Noncommercial Technical Data And Computer Software--Small Business Innovation Research (SBIR) Program (JUN 1995) DFARS ###-###-#### Validation Of Asserted Restrictions -- Computer Software (JUN 1995) DFARS ###-###-#### Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends (JUN 1995) DFARS ###-###-#### Technical Data or Computer Software Previously Delivered to the Government (JUN 1995) DFARS ###-###-#### Technical Data - Withholding of Payment (MAR 2000) DFARS ###-###-#### Validation of Restrictive Markings on Technical Data (SEP 1999) DFARS ###-###-#### Supplemental Cost Principles (DEC 1991) DFARS ###-###-#### Electronic Submissions of Payment Requests (JAN 2004) DFARS ###-###-#### Animal Welfare (DEC 1991) DFARS ###-###-#### Final Scientific or Technical Report (NOV 2004) DFARS ###-###-#### Post-Award Conference (DEC 1991) ** DFARS ###-###-#### Requests for Equitable Adjustment (MAR 1998) DFARS ###-###-#### Reports of Government Property (MAY 1994) X DFARS ###-###-#### Material Inspection and Receiving Report (MAR 2003) ** DFARS ###-###-#### Transportation of Supplies by Sea (MAY 2002) DFARS ###-###-#### Notification of Transportation of Supplies by Sea (MAR 2000) (Applicable when the Contractor has made a negative response to the inquiry in the representation at DFARS ###-###-####.) DFARS ###-###-#### Ordering from Government Supply Sources (NOV 2004)

(B) ADDITIONAL FAR AND DFARS CLAUSES This contract incorporates one or more clauses by reference as indicated by the mark of (X), with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: http://www.arnet.gov/far/ Contract Number: N00014-05-C-0384 FAR 52.204-2 Security Requirements (AUG 1996) (Applicable if contract will generate or require access to classified information and DD Form 254, Contract Security Classification Specification, is issued to the contractor) X FAR 52.209-6 Protecting the Government's Interest when Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (JAN 2005) (Applicable to contracts exceeding $25,000 in value.) FAR 52.215-16 Facilities Capital Cost of Money (Jun 2003) (Applicable in solicitations expected to result in contracts that are subject to the cost principles for contracts with commercial organizations) X FAR 52.215-17 Waiver of Facilities Capital Cost of Money (Use if FAR52.215-16 is not applicable) X FAR 52.215-21 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data Modifications (OCT 1997) (Applicable if cost or pricing data or information other than cost or pricing data will be required for modifications) FAR 52.217-9 Option to Extend the Term of the Contract (MAR 2000) (In paragraph (a), insert "period of time" and "number of days"; and in paragraph (c), insert "month and years") (Applicable if contract contains line item(s) for option(s)) FAR 52.219-3 Notice of Total HUB Zone Set-Aside (JAN 1999) FAR 52.222-20 Walsh Healy Public Contracts Act (DEC 1996) (Applicable if the contract includes deliverable materials, supplies, articles or equipment in an amount that exceeds or may exceed $10,000) X FAR 52.223-5 Pollution Prevention and Right-to-Know Information (AUG 2003) (Applicable if contract provides for performance, in whole or in part, on a Federal facility) X FAR 52.223-6 Drug-Free Workplace (MAY 2001) (Applies when contract action exceeds $100,000 or at any value when the contract is awarded to an individual) FAR 52.227-10 Filing of Patent Applications -- Classified Subject Matter (APR 1984) X FAR 52.227-11 Patent Rights -- Retention by the Contractor (Short Form) (Jun 1997)(Applicable if contractor is a small business or a non profit organization. X FAR 52.232-20 Limitation of Cost (APR 1984) (Applicable only when contract action is fully funded) FAR 52.232-22 Limitation of Funds (APR 1984) (Applicable only when contract action is incrementally funded) FAR 52.239-1 Privacy or Security Safeguards (AUG 1996) (Applicable to contracts for information technology which require security of information technology, and/or are for the design, development, or operation of a system of records using commercial information technology services or support services.)

Contract Number: N00014-05-C-0384 FAR 52.245-18 Special Test Equipment (FEB 1993) Applicable when it is anticipated that the contractor will acquire or fabricate special test equipment but the exact identification of the equipment is not known) FAR 52.246-08 Inspection of Research and Development - Cost Reimbursement (MAY 2001) (Use instead of FAR 52.246-09 (Inspection of Research and Development - Short Form) (APR 84) when the primary objective of the contract is the delivery of end items other than designs, drawings and reports.) DFARS ###-###-#### Display of DoD Hotline Poster (DEC 1991) (Applicable only when contract action exceeds $5 million or when any modification increases contract amount to more than $5 million) DFARS ###-###-#### Disclosure of Information (DEC 1991) (Applies when Contractor will have access to or generate unclassified information that may be sensitive and inappropriate for release to the public) DFARS ###-###-#### Oral Attestation of Security Responsibilities (NOV 2001) (Applicable if FAR 52.204-2, Security Requirements Applies) X DFARS ###-###-#### Provision of Information to Cooperative Agreement Holders (DEC 1991) (Applicable only when contract action exceeds $1,000,000 or when any modification increases total contract amount to more than $1,000,000) DFARS 252.211-7003 Item Identification and Valuation (JUN 2005) (Applicable if the contract includes deliverable items (1) with a unit cost of $5000 or more or (2) that will be serially managed or controlled inventory.) X DFARS ###-###-#### Cost Estimating System requirements (OCT 1998) (Applicable only to contract actions awarded on the basis of certified cost or pricing data) DFARS ###-###-#### Drug-Free Work Force (SEP 1988) (Applicable (a) if contract involves access to classified information: or (b) when the Contracting Officer determines that the clause is necessary for reasons of national security or for the purpose of protecting the health or safety of performance of the contract. DFARS ###-###-#### Prohibition on Storage and Disposal of Toxic and Hazardous Materials (APR 1993) (Applicable if work requires, may require, or permits contractor performance on a DoD installation) DFARS ###-###-#### Buy American Act and Balance of Payments Program (JUN 2005) (Applicable if the contract includes deliverable supplies) (This clause does not apply if an exception to the Buy American Act or Balance of Payments Program is known or if using the clause at ###-###-####, 252 ###-###-####, or ###-###-####.)

Contract Number: N00014-05-C-0384 DFARS ###-###-#### Qualifying Country Sources as Subcontractors (APR 2003) (Applicable when clause at DFARS ###-###-####, 252 ###-###-####, 252 ###-###-####, or ###-###-#### applies) DFARS ###-###-#### Restriction On Acquisition Of Ball And Roller Bearings (JUN 2005) (Applicable if contract includes deliverable supplies, unless Contracting Officer knows that items being acquired do not contain ball or roller bearings) DFARS ###-###-#### Utilization of Indian Organizations and Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns(SEP 2004) (Section 8021 of Pub. L.107-248 [ and similar sections in subsequent DoD appropriation acts.]) X DFARS ###-###-#### Rights in Noncommercial Technical Data and Computer Software - Small Business Innovation Research (SBIR) Program (JUN 195) (Also applies to STTR programs) DFARS ###-###-#### Limitations On The Use Or Disclosure Of Government-Furnished Information Marked With Restrictive Legends (JUN 1995) (Applicable when the Government will provide the contractor, for the performance of its contract, technical data, including software marked with another contractor's restrictive legend(s)) X DFARS ###-###-#### Patents--Subcontracts (APR 1984) [Applicable to contracts containing FAR 52.227-11, Patent Rights--Retention by the Contractor (Short Form)] X DFARS ###-###-#### Patents--Reporting Of Subject Inventions (APR 1990) [Applicable to contracts containing FAR 52.227-11, Patent Rights--Retention by the Contractor (Short Form)]

SECTION J - LIST OF ATTACHMENTS 1. EXHIBIT A, entitled "Contract Data Requirements List" (DD Form 1423) - 1 page with Enclosure Number 1, entitled "Contract Data Requirements List - Instructions for Distribution." 2. Attachment Number 1, entitled, "Statement of Work" - 5 pages. 3. Attachment Number 2, entitled, "Report Documentation Page" (SF 298) 1 page. 4. Attachment Number 3, entitled, "Financial Accounting Data Sheet." SECTION K - REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS 1. The Contractor's ORCA validation dated from: 28 July 2005 to: 28 July 2006 is hereby incorporated into this contract by reference. The DFARS and Contract Specific Representations and Certifications, dated 30 March 2005 are hereby incorporated by reference. Contract Number: N00014-05-C-0384 CONTRACT DATA REQUIREMENTS LIST Form Approved (2 Data Items) OMB No. 0704-0188 The public reporting burden for this collection of information is estimated to average 110 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden to Department of Defense, Washington Headquarters Services, Directorate for Information Operations and Reports (0701-0188), 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA ###-###-####. Respondents should be aware that notwithstanding any other provision of law, no (illegible) be subject to any penalty for failing to comply with a collection of information if it does not display a currently valid OMB control number. Please DO NOT RETURN your form to the above address. Send completed form to the Government Issuing Contracting Officer for the Contract/PR No. Listed in Block E. A. CONTRACT LINE ITEM NO. B. EXHIBIT C. CATEGORY 0001 A TDP TM OTHER X ------------- ------------- ------------- D. SYSTEM/ITEM E. CONTRACT/PR NO. F. CONTRACTOR WET Program N00014-05-C-0384 Ocean Power Technologies, Inc. 17. PRICE GROUP 1. DATA ITEM NO. 2. TITLE OF DATA ITEM 3. SUBTITLE A001 Progress Reports 4. AUTHORITY (DATA ACQUISITION DOCUMENT NO.) 5. CONTRACT REFERENCE 6. REQUIRING OFFICE 18. ESTIMATED See Section H.1 See Section F TOTAL PRICE 7. DD 250 REQ 9. DIST STATEMENT 10 FREQUENCY 12. DATE OF FIRST SUBMISSION 14. DISTRIBUTION LT* REQUIRED As Required * 8. APP CODE 11. AS OF DATE 13. DATE OF SUBSEQUENT B. COPIES N/A * SUBMISSION ------------------- * FINAL ----------- A. ADDRESSEE DRAFT REG REPRO ------------ ----- --- ----- 16. REMARKS See Enclosure Number 1 * As required by the Program Officer, these reports, submitted quarterly for the purpose of reporting progress (both technical and cost expenditure status), may be in the form of a letter report or a technical report. 15. TOTAL 1. DATA ITEM NO. 2. TITLE OF DATA ITEM 3. SUBTITLE 17. PRICE GROUP A002 Final Report 4. AUTHORITY (DATA ACQUISITION DOCUMENT NO.) 5. CONTRACT REFERENCE 6. REQUIRING OFFICE 18. ESTIMATED See Section H.1 See Section F TOTAL PRICE 7. DD 250 REQ 9. DIST STATEMENT 10 FREQUENCY 12. DATE OF FIRST SUBMISSION 14. DISTRIBUTION DD* REQUIRED ONE/R 31 MAR 2007 8. APP CODE 11. AS OF DATE 13. DATE OF SUBSEQUENT B. COPIES N/A 31 MAR 2007 SUBMISSION ------------------- N/A FINAL ----------- A. ADDRESSEE DRAFT REG REPRO ------------ ----- --- ----- 16. REMARKS See Enclosure Number 1 * The Contractor shall include relevant databases as part of the Final Report. * DD 250 is only required for acceptance by the Program Officer designated in Section F. Information copies shall be sent to the appropriate parties in accordance with EncLosure Number 1. 15. TOTAL G. PREPARED BY H. DATE I. APPROVED BY J. DATE Brian K. Murphy 9/19/2005 R. Brian Bradley 9/19/2005 DD FORM 1423-2, AUG 96 (EG) PREVIOUS EDITION MAY BE USED PAGE 1 OF 1 PAGE(S) N00014-04-C-0384 Exhibit A

Contract Number: N00014-05-C-0384 USIDOCS 5881056v1 ENCLOSURE NUMBER 1 CONTRACT DATA REQUIREMENTS LIST INSTRUCTIONS FOR DISTRIBUTION DISTRIBUTION OF TECHNICAL REPORTS AND FINAL REPORT The minimum distribution of technical reports and the final report submitted in connection with this contract is as follows:
NUMBER OF COPIES ------------------------------------ DODAAD UNCLASSIFIED/ UNCLASSIFIED/LIMITED ADDRESSEE CODE UNLIMITED AND CLASSIFIED --------- ------ ------------- -------------------- Program Officer, Paula Furman N00014 1 1 E-Mail: ***@*** Administrative Contracting Officer* S3915A 1 1 Director, Naval Research Lab N00173 1 1 Attn: Code 5227 4555 Overlook Avenue, SW Washington, D.C. 20375-5320 E-mail: ***@*** Defense Technical Information Center 8725 HJ4701 2 2 John J. Kingman Road STE 0944 Ft. Belvoir, VA 22060-6218 E-mail: ***@***
* Send only a copy of the transmittal letter to the Administrative Contracting Officer; do not send actual reports to the Administrative Contracting Officer. ELECTRONIC SUBMISSIONS OF TECHNICAL REPORTS IS PREFERRED AND ENCOURAGED. ELECTRONIC SUBMISSION SHOULD BE SENT TO THE E-MAIL ADDRESSES PROVIDED IN THE ABOVE TABLE, HOWEVER PLEASE NOTE THE FOLLOWING: - - Only Unlimited/Unclassified document copies may be submitted by e-mail. - - Unclassified/Limited has restricted distribution and a classified document (whether in its entirety or partially) is to be distributed in accordance with classified material handling procedures. - - Electronic submission to DIRECTOR, NAVAL RESEARCH LAB, shall be unclassified/unlimited reports and 30 pages or less. If unclassified and more than 30 pages, hardcopies of reports must be mailed. - - Electronic submission to DTIC shall be unclassified/unlimited reports. If submission is for limited documents, please send them in on a disk or sign up for DTIC's web-based document submission system at http://www.dtic.mil/dtic/submitting/elec_subm.html. If the Program Officer directs, the Contractor shall make additional distribution of technical reports in accordance with a supplemental distribution list provided by the Program Officer. Contract Number: N00014-05-C-0384 DISTRIBUTION OF PROGRESS REPORTS, WHICH ARE NOT, TECHNICAL REPORTS The minimum distribution for reports that are not technical reports is as follows:
NUMBER OF COPIES ------------------------------------ DODAAD UNCLASSIFIED/ UNCLASSIFIED/LIMITED ADDRESSEE CODE UNLIMITED AND CLASSIFIED --------- ------ ------------- -------------------- ~~Program Officer, Paula Furman N00014 1 1 E-Mail: ***@*** Administrative Contracting Officer* S3915A 1 1~~
* Send only a copy of the transmittal letter to the Administrative Contracting Officer; do not send actual reports to the Administrative Contracting Officer. Contract Number: N00014-05-C-0384 STATEMENT OF WORK TASK GROUP 1.0: REQUIREMENTS 1.1 PREPARATION OF DESIGN REQUIREMENTS - OPT will prepare a document that states the requirements of the scaled up advanced WEC system for Hawaii in order to guide design work. The design requirements document prepared in earlier work may be used as a template or baseline if deemed adequate or helpful in this purpose. OPT will solicit input from the project team and the program review board in the preparation of the design requirements. 1.2 PREPARATION OF TEST REQUIREMENTS - OPT will prepare a test requirements document that will identify parameters to be tested, the method of test, how the data is to be managed and analyzed, and the sampling rate. OPT will solicit input from the project team and the program review board in the preparation of the test requirements. 1.3 REVIEW OF PREVIOUS PROGRAM RESULTS - OPT and the project team will review the results of the work performed under the previous WET Project Multi-Buoy Power Integration Development Program. The team will review "lessons learned" from that program and utilize fundamental design parameters applicable to the larger scale advanced WEC. Areas of continued development and investigation will be identified. 1.4 CONCEPT MODELING AND DESIGN ANALYSIS - OPT (and designated contractors as required) will engage in modeling, simulation work, and trade studies to arrive at an [**]. Key design parameters will be identified and alternative design solutions will be investigated. Various design options will be matched against the design requirements for compliance. OPT will prepare and provide technical reports as called out by the Navy in the CDRL items, performing necessary requirements validation through laboratory testing, and conducting design reviews with the Navy. 1.5 STUDY OF ENVIRONMENTAL CONSIDERATIONS - OPT and the project team will review the [**] and prepare a document that defines the advanced system with respect to environmental considerations. 1.6 [**] AND EVALUATION - OPT, the project team and the [**] board will hold a formal [**] meeting. The [**] will be evaluated, discussed and rated as to their relative merits versus the requirements, and [**] will be selected. The [**] will be further reviewed by the project team for conformance to [**] and test requirements and for an assessment of risk. Based on the program progress and material presented, the program [**] board will make recommendations for moving forward to the next task group. TASK GROUP 2.0: PRELIMINARY DESIGN PHASE 2.1 BUOY SCALING FOR MCBH SITE WAVE CLIMATE - OPT will [**]. The [**] will yield key parameters such as [**] to be used in establishing the structural and equipment requirements for both prevailing and maximum design ocean conditions. The [**] will consist of [**]. 2.2 POWER SYSTEMS SPECIFICATIONS - OPT will provide specifications for the new [**] to support follow-on designs of critical components for the [**]. A scheme for [**] will be specified. A one-line diagram will be produced. [**]. [**] for the [**] will be calculated. 2.3 SEA-KEEPING AND SAFETY COMPONENTS SPECIFICATIONS - OPT and its contractors will determine the [**]. Previously designed system [**] configurations will be [**] as appropriate for the [**]. The final configuration of equipment design and structural members will be designed to accommodate the [**] under certain maximum ocean conditions. 2.4 INSTALLATION, RETRIEVAL AND MAINTENANCE CONSIDERATIONS - OPT will determine necessary installation, retrieval and maintenance procedures for the [**]. A configuration of [**] and [**] features and [**] will be established to accommodate the [**] and [**] required for [**]. 2.5 ESTABLISH STRUCTURAL, MECHANICAL SPECIFICATIONS - This task includes [**], and determination of key structural components of the [**] based on [**] and [**] from [**]. An initial [**] is prepared in order to establish [**] and [**] based on [**] summaries. A [**] will be conducted on the [**]. A [**] of the mechanical systems will be conducted by the project team. N00014-05-C-0384 Attachment 1 2.6 ESTABLISH ELECTRICAL SPECIFICATIONS - OPT will design the [**] system for the [**]. This includes detailed specifications for [**] for the [**]. OPT will determine [**] and [**] necessary for [**] of the WEC into the [**] system. OPT will review the [**] and relevant [**] from existing unit tests. This engineering work will form the basis for [**] during the test phase. Specifications for the [**] and [**] will be prepared. [**] and [**] analysis of the [**] will be conducted. 2.7 ESTABLISH [**] - OPT will develop a [**] and [**] that encompasses the addition of a [**] with its [**] and [**]. Additional features will be necessary for [**]. The [**] will include [**] with existing [**] and [**] will be studied. A [**] will be conducted. 2.8 PRELIMINARY [**] REVIEW - OPT, the project team and the review board will hold a [**] review meeting. During this review, the preliminary [**] activities and resulting preliminary analyses and [**] will be examined for conformance to the [**] and test requirements. [**]. TASK GROUP 3.0: FINAL DESIGN PHASE 3.1 MECHANICAL DESIGN AND CREATION OF FABRICATION DRAWINGS - This task includes converting the [**] for the [**] and [**] into a detailed design that meets the required [**] and [**] requirements. This effort includes [**], and providing a [**]. Reviews with [**] will be held to [**]. This task will include the [**]. 3.2 POWER TAKE-OFF AND POWER CONVERSION SYSTEM SPECIFICATIONS - OPT will prepare [**] to allow [**] such equipment. Reviews with [**] will be held to insure [**] for the new system. 3.3 CIRCUIT DESIGN AND HARDWARE SPECIFICATIONS - Based on the [**] system designs, OPT will specify the [**] to enable integration of the [**]. Circuit diagrams and drawings, including [**] diagrams will be prepared. Proper [**] will be prepared for the [**]. [**] will be produced for [**]. Reviews with [**] will be held to insure [**]. 3.4 [**] - OPT will prepare a detailed [**] document that encompasses the [**] for the [**] as well as the [**]. Reviews with [**] will be held to insure [**]. OPT will prepare final specifications and drawings to [**]. 3.5 FINAL DESIGN REVIEW - OPT, the project team and the review board will hold a formal design review meeting. During this review, the final design activities, analyses and resulting final design will be examined for conformance to the design and test requirements. [**]. TASK GROUP 4.0: OCEAN TEST PREPARATION- PLAN, BUILD AND INSTALL 4.1 FABRICATION, INSTALLATION AND TEST PLANS - Plans for the fabrication, installation and testing phases of the project will be drafted by OPT and its contractors, and circulated to the project team for feedback, leading up to a review of such plans. Test plans will include [**]. Installation plans will include [**]. Installation plans will be in sufficient detail to denote responsibilities, communications, methods, equipment, contingencies, and timing. The project team will participate in fabrication, installation and test plan reviews; necessary contractors will be involved. The purpose of reviews is to insure that ocean test and installation plans have been established to satisfy the following criteria: [**] 4.2 SYSTEM PROCUREMENT & FABRICATION - This task includes activities involved in procurement, fabrication, supplier and QA management. For major expense items, where possible, [**]. Long lead-time items will be identified and [**] to allow the final installation and ocean test schedules to be met. 4.3 [**] ASSEMBLY AND TEST IN-HOUSE - The [**] and [**] and sub-assemblies for the [**] will be [**]. 4.4 FINAL ASSEMBLY AND TEST AT STAGING AREAS - All [**] will be shipped to the [**] for final assembly into [**]. Final system testing at that stage will be conducted to insure [**] and [**] are to specification. Integration of the [**] will be performed. 4.5 SITE PREPARATIONS - [**]. Any necessary [**] or [**] will be installed. 4.6 PRE-DEPLOYMENT REVIEW - Prior to deployment, an on-site review by members of the project team will be held that covers the objectives, methods, equipment, safety, and contingency procedures intended N00014-05-C-0384 Attachment 1 with respect to the installation and test plans. This will include review of [**]. 4.7 DEPLOYMENT OF [**] - The installation of the [**] will utilize [**]. All sea-based equipment will require [**], as well as [**] to make [**]. Final staging and fabrication will be conducted in [**] and the equipment can [**] to the final site. The installation may be [**] and [**] and [**] will be installed in that order. Once the required equipment is situated [**], the [**] can be made to the existing [**] via the [**]. Once the [**], the [**] is followed utilizing a [**] as the system is [**], and [**]. TASK GROUP 5.0: CONDUCTING THE OCEAN TEST 5.1 MONITORING, DATA COLLECTION, ANALYSIS AND REVIEW - [**] operation will be collected and entered into the operational database. Many parameters will be monitored electronically from sensors located throughout the system via a data acquisition system. Other parameters will require [**]. Data from other sensing devices such as the [**] will be collected and integrated. Analysis of the data will identify [**]. Some of the analysis will be conducted by [**] from spreadsheet or other database format. Data will be analyzed by [**] as required. Members of the project team will review the results of the ocean test mid-way through the test period. [**]. 5.2 INSPECTION, MAINTENANCE, AND REPAIR - An [**] will be contracted to make [**] to check for [**], and [**] on the sea-based equipment. [**]. 5.3 DESIGN VALIDATION - Data collected via the automated data collection system will be available in a database format suitable for analysis. [**] will be used [**]. 5.4 CONCLUSIONS AND RECOMMENDATIONS AND FINAL REVIEW - Comparisons of the [**] will be made to form the results. Conclusions and recommendations can then be formulated. Project members will review the results, conclusions and recommendations, and key findings. 5.5 [**] - At the [**], the [**] will be [**]. An [**] for this task. TASK GROUP 6.0: PROGRAM AND TECHNICAL MANAGEMENT The OPT Technical Manager will provide the overall technical direction for this effort in coordination with the Program Manager. - Program Planning, Tracking and Technical Management - The OPT Technical and Program Managers will be responsible for resource assignment, technical direction, task direction and schedule management. OPT will [**]. - Program Meetings- Program Meetings- Program meetings will be established to coincide with key technical milestones. - Progress Reports- OPT will prepare and distribute the minutes from Review Meetings, Monthly Progress Reports, and Major Technical Reports in accordance with the Contract Data Requirements List (CDRL) Items. TASK GROUP 7.0: DELIVERABLES Contract Data Requirements List consists of the following items; Administrative Progress Reports (APR) Review meeting agendas Minutes from review meetings Presentation materials from review meetings Technical Documents - [**] as part of this contract. In addition, this report will include [**] of [**] including [**]. [**] - This report will contain [**] of expected hydrodynamic and electrical (power) [**] and associated [**]. [**] - This report will describe [**]. N00014-05-C-0384 Attachment 1 [**] - This document will compare [**], including associated [**] and/or the [**]. [**] - This report will contain [**] subsystems, [**]. The report will outline installation, repair, and recovery scenarios and risk analyses. [**] - This report will contain [**] information for all system components. [**]- This plan will describe [**] associated with [**]. It will include all parameters to be monitored while the system is deployed- [**]. [**]- This report will [**]. [**] - This report will summarize the [**] results of at-sea mechanical, electrical, and hydrodynamic performance. Final Program Report- This report will summarize final administrative aspects of the project. N00014-05-C-0384 Attachment 1 REPORT DOCUMENTATION PAGE Form Approved OMB No. 0704-0188 Public reporting burden for this collection of information is estimated to average 1 hour per response, including the time for following instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing this collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden to Department of Defense, Washington Headquarters Services, Directorate for Information Operations and Reports (0704-0188), 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA ###-###-####. Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection of information if it does not display a currently valid OMB control number. PLEASE DO NOT RETURN YOUR FORM TO THE ABOVE ADDRESS. 1. REPORT DATE (DD-MM-YYYY) 2. REPORT TYPE 3. DATES COVERED (From - To) 4. TITLE AND SUBTITLE 5A. CONTRACT NUMBER 5B. GRANT NUMBER 5C. PROGRAM ELEMENT NUMBER 6. AUTHOR(S) 5D. PROJECT NUMBER 5E. TASK NUMBER 5F. WORK UNIT NUMBER 7. PERFORMING ORGANIZATION NAMES(S) AND ADDRESS(ES) 8. PERFORMING ORGANIZATION REPORT 9. SPONSORING/MONITORING AGENCY NAME(S) AND ADDRESS(ES) 10. SPONSOR/MONITOR'S ACRONYM(S) 11. SPONSOR/MONITOR'S NUMBER(S) 12. DISTRIBUTION/AVAILABILITY STATEMENT Distribution authorized/limited to U.S. Government Agencies only; report contains proprietary data produced under SBIR(or STTR) contract (whichever applies). Other requests shall be referred to the performing organization in Block 7 of this form. 13. SUPPLEMENTARY NOTES 14. ABSTRACT This record was developed under a SBIR or STTR (Cite the appropriate Program) contract award for Solicitation topic # _____. 15. SUBJECT TERMS 16. SECURITY CLASSIFICATION OF: 17. LIMITATION 18. NUMBER 19A. NAME OF RESPONSIBLE PERSON A. REPORT B. ABSTRACT C. THIS PAGE 19B. TELEPHONE NUMBER (include area code) STANDARD FORM 298(REV. 8-98) PRESCRIBED BY ANSI STD. Z39.18

N00014-05-C-0384 Attachment 2 FINANCIAL ACCOUNTING DATA SHEET - NAVY 1. CONTRACT NUMBER (CRITICAL) 2. SPIIN (CRITICAL) 3. MOD (CRITICAL) 4. PR NUMBER PAGE 1 OF 1 N0001405C0384 05PR09436-00 6. LINE OF ACCOUNTING ---------------------------------------------------------------------------------------- K. COST CODE A. B. C. D. H. --------------- NAVY INTERNAL ACRN APPROPRIATION SUBHEAD OBJ E. F. G. AAA I. J. PROJ PDLI 7. AMOUNT USE ONLY CLIN/SLIN (CRITICAL) (CRITICAL) (CRITICAL) CLA PARM RFM SA (CRITICAL) IT PAA UNIT MCC & SUF (CRITICAL) REF DOC/ACRN - --------- ---------- ------------- ---------- --- ---- --- -- ---------- -- ------ ----- --- ----- ------------- --------------- AA 1751319 W3DK 255 RA 333 0 068342 2D 000000 09019 000 4KT0 $2,799,405.00 PR#05PR09436-00 FRC: 34KT PAGE TOTAL $2,799,405.00 GRAND TOTAL $2,799,405.00 PREPARED/AUTHORIZED BY: COMPTROLLER APPROVAL: FOR FISCAL DATA AND SIGNATURE BY for COMPTROLLER, ONR CONTRACT REVIEWED -------------------------------- DATE: DATE:

~~ONR AWARD FORM (2/00) - version 1.1~~