1, AWARD NO. 2 . EFFECTIVE DATE 3 . PURCHASE REQUEST NO,M9550-12.-1-0238 0 1 MAY 2012 S e e Block 165, ISSUE By AFOSR/PKR3 • C O D E FA 9 5 5 0USAF, AFRL D U N S 143574726AF OFFICE OF SCIENTIFIC RESEARCH875 N. RANDOLPH ST. ROOM 3112 •ARLINGTON VA 22203M A I-T HE W J. SLOWIK (703) 696-1086

matt.slowikRafosr.af.mil9, SCOPE (AGREEMENT TERMS

"DDDAMS-based Urban Surveillance and Crowd Control via UAVs and UGVs" dated 29 Feb 2012 (the Grantee'sTechnical Proposal); the Research Terms and Conditions, June 2011,( h t tP: / /ww w .n s f. g ov /p u bs /p o li C yd o Cs /c /t e rm s id e by s jd e ju n el 1 .pdf); and the AFOSR Agency Specific Requirements, 1

July 2008 (http://www.nstgov/pubs/policydocsirtclafosr 708.pdf) , are hereby incorporated by reference. Awardeesignature is not required on this agreement'however, the recipient agrees to the conditions specified in this award unlessnotice of disagreement is furnished to the awarding officer within 15 days after the signature date, (Cont. on pg 2)10 RECIPIENT PRINCIPAL INVESTIGATOR 1 1 OTHER SPONSORING AGENCY(S)Dr. Young-Jun Son N / A

2 ADMINISTRATIVE OFFICE C O D E N 6 6 0 1 8

OFC OF NAVAL RSCH (ONRRO) SANDIEGSAN DIEGO REGIONAL OFFICE140 SYLVESTER RD BLDG 140 RIVI218SAN DIEGO CA 92106-3521ONR_SAN_DIEGO©ONR.NAVY.MIL

SPECIAL INSTRUCTIONS:PAYING OFFICE INSTRUCTIONS:PAYMENT SCHEDULE i f a. slicabi7, TOTAL FUNDS ORLIGATED

9. AMOUNT OF AWARD

0, OPTIONS

22. W H AT

ConWrite Version 6.13.1Created 19 Apr 2012 2 3 5 PM

Grant/Cooperative Agreement Award

Government Share

$209,557.00Government Share

$621,640,00Government Shot

6. AWARDED TO C A G E CODEUNIVERSITY OF ARIZONA

• 888 N EUCLID AVETUCSON AZ 85719-4824

13. PAYING- OFFICE C O D E : F 6 7 1 0 0

DFAS LI (800) 756-4571 OPT2 OPT27 ARKANSAS RDLIMESTONE ME 04751-6216

15,, GOV'T PROGRAM MANAGER (Name, Om Tat, Erna)

Dr. Frederica Darema, AFOSR\RSE, (703) 696-1926, froderica.darema©afosr.af.mil

PAYMENT WILL BE MADE BY ELECTRONIC FUNDS TRANSFER.Use Earliest Cited Funds First for PaymentRe ister at Wide Area Work Flow hit s://wawl.ela,mil

Recipient Share

R ep ie nt Share

Recipient Share

$0.00

$0.00

Total

Total

Total

le e

01-1H3

16. ALLOCATED FUNDING; The fallowing fends with associated Accounlinp Classification reference number(s) (ACRNs) are allotted to thl agreenwntCIRN F U N D CITATION(s)

SEE CONTINUATION

14 STAFF JUDGE ADVOCATE OFFICEAFOSR/JA (703) 696-9500875 NORTH RANDOLPH STREETSUITE 325, ROOM 3112ARLINGTON VA 22203

SF 2

$209,557.00

621,640,00

or

3 001 27 04. OFDA NO.

12.8007. AUTHORITY10 U.S.C. 2358

PERIOD OF PERFORMANCE

l'May 12 to 30 Apr 15

nt

PAGE O F1 7

Amoutm

24, NAME AND TITLE

FOR THE RECIPIENT

6. DATE SIGNED

23 SIGNATURE

28 NAME AND TITLEMATTHEW J. SLOWIKGRANTS OFFICER

27. DATE SIGNED

27 A p r 1 2

8 INVOICE INSTRUCTIONSubmit electronic SF270 through WAWF.

21. PERIOD

CONTINUATION

ACRN FUND CITATION

$209,557.0057 23600 292 4781 613001 6TRONE 82100 61102F 6 6-7 1 0 0 F 6 7 1 0 0 J 2 E 2 2 8PR/MIPR: FIATA02090B007 $ 2 0 9 , 5 5 7 . 0 0JON: NEDRS001Descriptive Data:FSR: 008821 PSR: H34705 DSR: 253171

CONTINUED FROM BLOCK 9 ON PAGE IIn case of disagreement, the recipient shall not incur any costs until the disagreement is resolved.

This institution is a signatory to the Federal Demonstration Partnership (FDP) Phase V Agreement whichrequires active institutional participation in new or ongoing FOP demonstrations and pilots.

INCREMENTAL FUNDING

ALLOCATED FUNDING

INCREMENT # A M O U N T F U N D S AVAILABLE DATEINCREMENT 1 $ 2 0 9 , 5 5 7 G r a n t Effective DateINCREMENT 2 $ 2 0 2 , 8 4 5 O n or about 1 May 2013INCREMENT 3 $ 2 0 9 , 2 3 8 O n or about I May 2014

AMOUNT

a. The Government's share for full performance of this award is $621,640. Of this amount, only$209,557 is currently allotted and available for payment. I t is anticipated that these funds will supportresearch through 30 Apr 2013. In no event is the Government obligated to reimburse the recipient forexpenditures in excess of the total funds allotted by the Government to this grant. The Governmentanticipates that from time to time additional amounts will be allotted to this grant by unilateral modification,until the Government share is fully funded.

b. The recipient shall notify the AFOSR grants officer in writing whenever expenditures, includinganticipated expenditures over the next 60 days, are expected to exceed 75% of the amount allotted(including the recipient's cost share, if applicable). I f additional funds are not allotted, after propernotification, the parties agree this grant will be terminated.

c. The recipient is not obligated to continue performance or otherwise incur costs in excess of the currentamount allotted (including the recipient's cost share, if applicable). When the amount allotted isincreased, expenditures incurred to the date of increase shall be allowable to the same extent as ifincurred afteraward, unless the grants officer issues a termination or other notice and directs that theIncrease in allotment is solely to cover termination or other specified expenses.

d. The parties contemplate that the Government will incrementally fund this grant in accordance with thefollowing schedule:

IWOICE PROCEDURES:

A. The recipient shall be reimbursed by electronically submitting Standard Form (SF) 270, Request forAdvance or Reimbursement through Wide Area Work Flow at <https://wawl.eb.mil>,

The customer service number for Limestone Vendor Pay is 1-800-756-4571 Option 2, option 3.

The vendors can also check the status of their payments through a program called Myinvoice. Website is<httbs://Myinvoice.csd,disamil>, Grantees shall register in Myinvoice to have access.

CONTINUATION FA 550-12-1-0238PAGE 2 OF 7

CONTINUATION

THE FOLLOWING CODES WILL BE REQUIRED TO ROUTE YOUR REQUEST AND ADDITIONAL E-•MAILS CORRECTLY THROUGH NA/AWF, WE HAVE PROVIDED SOME OF THE REQUIRED CODESTO ASSIST YOU, YOU CAN FIND ALL THIS INFORMATION ON THE GRANT DOCUMENT:

GRANT NUMBER: (LOCA LID IN BLOCK 1 OF THE GRANT AWARD FORM)

TYPE OF DOCUMENT: SE 270

CAGE CODE: (LOCATED IN BLOCK 6 OF THE GRANT AWARD FORM)

ISSUED BY DODMC: FA9550

ADMIN DODAAC: (LOCATED IN BLOCK 12 OF THE GRANT AWARD FORM)

GOVERNMENT PROGRAM MANAGER: (LOCATED IN BLOCK 15 OF THE GRANT AWARD FORM)

SERVICE ACCEPTOR OFFICE DODAAC: FA9550

PAY OFFICE: (LOCATED IN BLOCK 13 OF THE GRANT AWARD FORM)

APPROVAL OFFICE DODAAC: FA9550

SEND EMAIL NOTIFICATIONS for completed SE 270:

FMINVOICESalosr.af.mil <mailto:FMINVOICESafosr,ef,mit>

B. Payments under this award shall be made by electronic funds transfer (EFT) payment method.

Federal Awardee Performance and Integrity information System (FARS)Potential offerors should be aware that as of April 2010 (SAE/AOC Memo, "Contractor Responsibility(EPLS and FAPIIS Requirements) awardees of contracts or recipients of grants have been required toupdate the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) ona semi-annual basis, throughout the life of the agreement, by entering the required information in theCentral Contractor Registration database at <http://www,corgov>. Contract clauses and Grant articlesprovide specific information on this requirement.11. Additional Subcontract /Subaward Reporting RequirementsThe Federal Funding and Transparency Act and 22 September 2010 DDR&E memo, "New Reportingrequired Under DoD Grant and Cooperative Agreements" requires that as of 01 October 2010 awardeesof contracts and recipients of grants have been required to report Executive Compensation and First-TierSubcontract/Subrecipient Awards for any contract or grant valued at $25,000 or more excluding classifiedcontracts or contracts/grants with individuals. Two articles have been added to all awards as aconsequence of this requirement. See below:

CCR Registration

Unless exempted by 2 CFR 25.110 all offerors must:

(1) Be registered in the Central Contractor Registration (CCR) prior to submitting an application orproposal;

(2) Maintain an active OCR registration with current information at all times during which it has an activeFederal award or an application or proposal under consideration by an agency; and

CONTINUATION EA9550-12-I-0238PAGE 3 OF 7

CONTINUATION

(3) Provide its DUNS number in each application or proposal it submits to the agency.

Reporting Subawards and Executive Compensation.

a. Reporting of first-tier subawards.

1. Applicability. Unless you are exempt as provided in paragraph d. of this award term, you must reporteach action that obligates $25,000 or more in Federal funds that does not include Recovery funds (asdefined in section 1512(a)(2) of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5) fora subaward to an entity (see definitions in paragraph a. of this award term).

2. Where and when to report.

i. You must report each obligating action described in paragraph a l , of this award term tohttp://www.fsrs.gov.

it. For subaward information, report no later than the end of the month following the month in which theobligation was made. (For example, if the obligation was made on November 7, 2010, the obligation mustbe reported by no later than December 31, 2010.)

3. What to report. You must report the information about each obligating action that the submissioninstructions posted at http://www.fsrs.gov specify.

b. Reporting Total Compensation of Recipient Executives.

1, Applicability and what to report. You must report total compensation for each of your five most highlycompensated executives for the preceding completed fiscal year, if-I. t o t a l Federal funding authorized to date under this award is $25,000 or more;

in the preceding fiscal year, you received-

(A) 80 percent or more of your annual gross revenues from Federal procurement contracts (andsubcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR170.320 (and subawards); and

(B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (andsubcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR170,320 (and subawards); and

ill. The public does not have access to information about the compensation of the executives throughperiodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.78m(a), 780(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine If the public hasaccess to the compensation information, see the U.S. Security and Exchange Commission totalcompensation filings at http://www,sec•govianswerslexecomphtin. )

2. Where and when to report. You must report executive total compensation described in paragraph b.1,of this award term:

i. As part of your registration profile at http://www.corgov.

By the end of the month following the month in which this award is made, and annually thereafter.

c. Reporting of Total Compensation of Subrecipient Executives.

JAVIONCONTI A9550-12-I-0238PAGE 4 OF 7

CONTINUATION

1, Applicability and what to report. Unless you are exempt as provided in paragraph d. of this award term,for each first-tier subrecipient under this award, you shall report the names and total compensation ofeach of the subrecipient's five most highly compensated executives for the subrecipient's precedingcompleted fiscal year, if-

in the subrecipient's preceding fiscal year, the subrecipient received-

(A) 80 percent or more of its annual gross revenues from Federal procurement contracts (andsubcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR170.320 (and subawards); and

(B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (andsubcontracts), and Federal financial assistance subject to the Transparency Act (and subawards); and

The public does not have access to information about the compensation of the executives throughperiodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.78m(a), 780(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public hasaccess to the compensation information, see the U.S. Security and Exchange Commission totalcompensation filings at httpliwww,secgovlanswers/execomp,htm, )

2. Where and when to report. You must report subrecipient executive total compensation described inparagraph c.1, of this award term:

i, To the recipient.

IL By the end of the month following the month during which you make the subaward. For example, if asubaward is obligated on any date during the month of October of a given year ( f e,, between October 1and 31), you must report any required compensation information of the subrecipient by November 30 ofthat year.

id. Exemptions

If, in the previous tax year you had gross income, from all sources, under $300,000, you are exempt fromthe requirements to report:

i. Subawards,

and

The total compensation of the five most highly compensated executives of any subrecipient,

e. Definitions. For purposes of this award term:

1. Entity means all of the following, as defined in 2 CFR part 25:

i. A Governmental organization, which is a State, local government, or Indian tribe;

A foreign public entity;

ill. A domestic or foreign nonprofit organization;

iv. A domestic or foreign for-profit organization;

v. A Federal agency, but only as a subrecipient under an award or subaward to a non-Federal entity.

2. Executive means officers, managing partners, or any other employees in management positions.

3, Subaward:

CONTINUATION FA9550-12- I -0238PAGE 5 017 7

CONTINUATION

I. This term means a legal instrument to provide support for the performance of any portion of thesubstantive project or program for which you received this award and that you as the recipient award toan eligible subrecipient.

ii, The term does not include your procurement of property and se e s needed to carry out the project orprogram (for further explanation, see Sec. 2 1 0 of the attachmerto OMB Circular A-133, "Audits ofStates, Local Governments, and Non-Profit Organizations).

iii, A subaward may be provided through any legal agreement, including an agreement that you or asubrecipient considers a contract,

4. Subrecipient means an entity that:

i. Receives a subaward from you (the recipient) under this award; and

ii. Is accountable to you for the use of the Federal funds provided by the subaward.

5. Total compensation means the cash and noncash dollar value earned by the executive during therecipient's or subrecipient's preceding fiscal year and includes the following (for more information see 17CFR 229.402(o)(2)):

I. Salary and bonus.

Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized forfinancial statement reporting purposes with respect to the fiscal year in accordance with the Statement ofFinancial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments.

Earnings for services under non-equity incentive plans. This does not include group life, health,hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and areavailable generally to all salaried employees.

iv. Change in pension value. This is the change in present value of defined benefit and actuarial pensionplans.

v. Above market earnings on deferred compensation which is not tax-qualified,

vi, Other compensation, if the aggregate value of all such other compensation (e.g. severance,termination payments, value of life insurance paid on behalf of the employee, perquisites or property) forthe executive exceeds $10,000.

OMBUDSMAN

(a) An ombudsman has been appointed to hear and facilitate the resolution of concerns fromofferors, potential offerors, and others for this acquisition. When requested, the ombudsman will maintainstrict confidentiality as to the source of the concern. The existence of the ombudsman does not affect theauthority of the program manager, contracting officer, or source selection official. Further, theombudsman does not participate in the evaluation of proposals, the source selection process, or theadjudication of protests or formal contract disputes. The ombudsman may refer the party to anotherofficial who can resolve the concern,

(b) Before consulting with an ombudsman, interested parties must first address their concerns,issues, disagreements, and/or recommendations to the contracting officer for resolution. Consulting anombudsman does not alter or postpone the timelines for any other processes (e.g., agency level bidprotests, GAO bid protests, requests for debriefings, employee-employer actions, contests of OMBCircular A-76 competition performance decisions).

CONTI UAT ON FA9550-12-1-0238PAGE 6 OF 7

CONTINUATION

TYPE OF REPORT DUE DATE SUBMIT TOA I P R - . x . f 30 A r 2013 Pam M•r** & technicalre•orts • afosr.af.mil

I P 30 A r 2014 P.m Mir** & technicalre•orts •iafosraf.milFinal Performance Re•ort 31 Jul 2015 P.m Mar** & technicalre•orts • afosraf.milFinal Invention DD Form 882 31 Jul 2015 •kcontractin• • afosraf.milFinal Federal Financial Report (SF425),Includin• Line Item 11

31 Jul 2015 Grant Admin Office &•kcontractin• • afosraf.mil

Duarte:1 Federal Financial Report (SF425) * See below Grant Admin Office

(c) If resolution cannot be made by the contracting officer, concerned parties may contact theCenter/MAJCOM or AFISRA ombudsmen,Ombudsman: Ms. Barbara G. Gehrs, HO AFRL/PK. Wright-Patterson AFB OHTelephone: (937) 9044407Email: Barbara.Gehrs@afri.af.mil. Concerns, issues, disagreements, and recommendations that cannotbe resolved at the MAJCOM/DRU or ARISRA level, may be brought by the concerned party for furtherconsideration to the Air Force ombudsman, Associate Deputy Assistant Secretary (ADAS) (Contracting),SAF/AQC, 1060 Air Force Pentagon, Washington DC 20330-1060, phone number (703) 588-7004,facsimile number (703) 588-1067.

(d) The ombudsman has no authority to render a decision that binds the agency.

(e) Do not contact the ombudsman to request copies of the solicitation, verify offer due date, orclarify technical requirements. Such inquiries shall be directed to the Contracting Officer,

REPORTING REQUIREMENTS

The following reports shall be submitted and will become due on the dates as shown below:

* For payments made by advances or a predetermined payment schedule, the recipient shall submit theFederal Financial Report (SF 425). The following reporting period end dates shall be used for reports, 31Mar, 30 Jun, 30 Sep and 31 Dec each year the award is active. Report will be submitted 30 days afterthe end of each reporting period.

** See Block 15 on page 1 of the basic grant award for e-mail address of Program ManagerAFOSR prefers Performance Reports be submitted electronically, however, if the awardee does not haveaccess to electronic means, send paper copies of Performance Reports to the appropriate ProgramManager and office symbol listed in Block 15 of page 1 of the basic grant award at the following address:875 N. Randolph Street Room 3112, Arlington VA 22203-1954.

The formats for the Performance Reports may be viewed at<http://www.woaffIatmilisharedtmedia/document/AFD-070913-096.odf>

CONTINUATION A9550-12-1-0238PAOt 7 OF 7