Exhibit 10.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMENDMENT OF
SOLICITATION/MODIFICATION OF CONTRACT
|
|
CONTRACT ID CODE
D0-C9(j)
|
|
PAGE OF
1
|
|
PAGES
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
AMENDMENT/MODIFICATION NO.
|
|
3. EFFECTIVE
DATE
|
|
4.
REQUISITION/PURCHASE REG. NO
|
|
|
|
5. PROJECT NO.
(if applicable)
|
|
P00007
|
|
SEE BLOCK
16C
|
|
04PR04936-02
|
|
|
|
N.A.
|
|
|
|
|
|
|
6. ISSUED
BY CODE
|
|
N00014
|
|
7. ADMINISTERED BY (if other than item
6) CODE
SCD-C
|
|
S1103A
|
|
|
|
|
|
OFFICE OF NAVAL RESEARCH
ONR 0251: Cynthia Wagoner (703)696 -
2592
E-mail wagonec@onr.navy.mil
BALLSTON CENTRE TOWER ONE
800 NORTH QUINCY STREET
ARLINGTON, VA 22217-5660
|
|
DCM ATLANTA
805 WALKER STREET, SUITE 1
MARIETTA, GA 30060-2789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8. NAME AND
ADDRESS OF CONTRACTOR (No., street, county, State and ZIP
Code)
|
|
(
Ö
)
|
|
9.A. AMENDMENT OF SOLICITATION NO.
N.A.
|
|
|
|
¨
|
|
9B. DATED (SEE
ITEM 11)
|
|
CREE INC
4600 SILICON DRIVE
DURHAM, NC 27703
|
|
|
|
¨
|
|
10A. MODIFICATION OF CONTRACT/ORDER
NO.
N00014-02-C-0302
|
|
|
|
|
|
|
|
10B. DATED (SEE ITEM 13)
28 JUN 2002
|
|
CODE FACILITY
CODE
0C9J8
|
|
|
|
|
|
|
11. THIS ITEM ONLY APPLIES TO
AMENDMENTS OF SOLICITATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¨
|
|
The above
numbered solicitation is amended as set forth in item 14. The hour
and date specified for receipt of Offers ¨
is extended ¨
is
not extended.
|
|
|
|
Offers must
acknowledge receipt of this amendment prior to the hour and data
specified in the solicitation or as amended, by on of the following
methods: (a) By completing items 8 and 15, and returning
copies of
the amendment; (b) By acknowledging receipt of the amendment on
each copy of the offer submitted; or (c) By separate letter or
telegram which includes a reference to the solicitation and
amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT
THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by
virtue of this amendment you desire to change an offer already
submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and
this amendment, and is received prior to the opening hour and data
specified.
|
|
|
|
12. ACCOUNTING
AND APPROPRIATION DATA (if required)
|
|
SEE THE ATTACHED FINANCIAL ACCOUNTING DATA (FAD)
SHEET(S)
13. THIS ITEM APPLIES ONLY TO
MODIFICATIONS OF CONTRTACTS/ORDERS
IT MODIFIES THE CONTRACT/ORDER NO.
AS DESCRIBED ITEM 14.
|
|
|
|
|
(
Ö
)
|
|
A. THIS CHANGE
ORDER IS ISSUED PURSUANT TO (Specify Authority) THE CHANGES
SET FORTH IN ITEM 14 ARE MADE
IN THE CONTRACT ORDER NO. IN ITEM 10A.
|
|
|
|
|
¨
|
|
|
|
¨
|
|
B. THE ABOVE
NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
CHANGES (such as
changes in paying office, appropriation data, etc.) SET FORTH
IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
|
|
¨
|
|
C. SUPPLEMENTAL
AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
|
|
|
|
AUTHORITY FOR
OTHER THAN FULL AND OPEN COMPETITION:
|
|
x
|
|
D. OTHER
(Specify type of modification and authority)
|
|
Bilateral Modification and Mutual
Agreement between the parties.
|
|
|
|
E. IMPORTANT:
Contractor ¨
is not, x is required to sign this document and return
2 copies to the issuing office.
|
|
|
|
|
14.
|
|
DESCRIPTION OF
AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject
matter where feasible.)
|
|
The purpose of this modification is revise the,
Supplies or Services and Price/Cost to expand the option effort
(CLIN 0004) by $799,639.00, revise Block 15G, Total Amount of
Contract (Standard Form 26), update Section I, Contract Clauses,
revise Section J, List of Attachments, revise Section K,
Representations, Certifications and Other Statements of Offeror,
and provide funding ($799,639.00) to fully fund the CLIN 0004 under
Contract Number N00014-02-C-0302. Accordingly, the funding cited on
the attached Financial Accounting Data Sheet is made
available.
Except as provided herein, all terms
and conditions of the document referenced in item 9A or 10A, as
heretofore changed, remains unchanged and in full force and
effect.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15A. NAME AND
TITLE OF SIGNER (Type or print)
|
|
|
|
16A. NAME AND
TITLE OF CONTRACTING OFFICER (Type or print)
|
|
SHARON M. HANNIGAN
CONTRACTS MANAGER
|
|
|
|
|
|
VERA M. CARROLL
CONTRACTING OFFICER
|
|
15B. CONTRACTOR/OFFEROR
/s/ Sharon M. Hannigan
|
|
15C. DATE SIGNED
6/30/04
|
|
16B. UNITED STATES OF AMERICA
BY /s/ Vera M. Carroll
|
|
16C. DATE SIGNED
Jun 30 2004
|
|
(Signature of
person authorized to sign)
|
|
|
|
(Signature of
Contracting Officer)
|
|
|
|
SN
7540-01-152-8070
|
|
|
|
30-105
|
|
STANDARD FORM 30
(REV. 10-83)
|
|
PREVIOUS EDITION
UNUSABLE
|
|
Prescribed by
GSA
|
|
NAVOCNR
OVERPRINT (3-88)
|
|
FAR (48 CFR)
53.243
|
Effective as of the date of this
modification:
1) Section B, Supplies or Services and
Prices/Costs is hereby revised to reflect an increase of
$799,639.00.
|
|
|
|
|
|
|
|
|
|
|
|
BASE EFFORT
|
|
ITEM
NO.
|
|
SUPPLIES/SERVICES
|
|
ESTIMATED
GOVERNMENT
COST SHARE
|
|
ESTIMATED
CONTRACTOR
COST SHARE
|
|
TOTAL
ESTIMATED
COST
|
|
0001
|
|
The Contractor
shall furnish the necessary personnel and facilities to conduct the
research effort as described in Section C.1. and C.2.
|
|
$
|
5,655,154.00
|
|
[***]*
|
|
[***]
|
|
|
|
|
|
|
|
|
|
000101 ACRN AA:
[***]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
000102 ACRN AB:
[***]
|
|
|
|
|
|
|
|
|
0002
|
|
Deliverables
for Quarters 1-6 in accordance with Attachment Number 2.
|
|
|
|
|
|
|
NSP
|
|
0003
|
|
Reports and
Data in accordance with Exhibit A (DD Form 1423)
|
|
|
|
|
|
|
NSP
|
*Note: [***].
|
|
|
|
|
|
|
|
|
|
|
|
OPTION EFFORT
|
|
ITEM
NO.
|
|
SUPPLIES/SERVICES
|
|
ESTIMATED
GOVERNMENT
COST SHARE
|
|
ESTIMATED
CONTRACTOR
COST SHARE
|
|
TOTAL
ESTIMATED
COST
|
|
0004
|
|
The Contractor
shall furnish the necessary personnel and facilities to conduct the
research effort as described in Section C.1. and C.3.
|
|
$
|
2,688,742.00
|
|
[***]
|
|
[***]
|
|
|
|
|
|
|
|
|
|
000401 ACRN AC:
$2,688,742.00
|
|
|
|
|
|
|
|
|
0005
|
|
Deliverables
for Quarters 7-8 in accordance with Attachment Number 2.
|
|
|
|
|
|
|
NSP
|
|
0006
|
|
Reports and
Data in accordance with Exhibit A (DD Form 1423)
|
|
|
|
|
|
|
NSP
|
|
TOTAL ESTIMATED CONTRACT
CONSIDERATION:
|
|
$
|
8,343,896.00
|
|
[***]
|
|
[***]
|
2) Block 15G, Total Amount of Contract, is
revised to read as follows:
“Total Contract Amount:
[***]”
Contract Number:
N00014-02-C-0302/P00007
[***] Confidential treatment requested pursuant
to a request for confidential treatment filed with the Securities
and Exchange Commission. Omitted portions have been filed
separately with the Commission.
2
3) Section C, Description/Specifications/Work
Statement, paragraph 3, is hereby revised as follows:
“4. The Contractor shall
conduct the option research effort under CLIN 0004 in accordance
with the optional tasks described on pages 3-4 of Attachment Number
1, entitled “3.A. Statement of Work Optional [***]”,
and Addendum Number 1 to the Statement of Work, attached to this
modification and hereby made part of the contract. The contractor
shall provide the deliverables described under “Quarters
7-8” of Attachment Number 2 of the contract and under
“Deliverables” of the Addendum Number 1.
”
4) Section F, Deliveries or Performance, is
hereby revised as follows:
“2. The research performed
under CLIN 0004 shall be conducted during the period from 23
December 2003 through [***]. A final report will be prepared,
submitted, reproduced and distributed by sixty days thereafter
unless the contract is extended, in which case, the final report
will be prepared in accordance with the terms of such
extension.”
a. Item 0006 of Section B (Reports
and Data) shall be delivered within the time periods stated in
Exhibit A, F.O.B Destination.”
5) Section G- Contract Administration Data,
paragraph 5 entitled, “Allotment of Funds”, is hereby
reinstated as follows:
“5. Allotment of
Funds
It is hereby understood and agreed that this
contract will not exceed a total amount of [***]; including an
estimated cost of $8,343,896.00 and the Contractor’s cost
share of [***].
The Base effort has been fully funded in the
amount of $5,655,154.00 (Government Share).
It is hereby understood and agreed that this
contract option will not exceed a total amount of [***] including
an estimated cost of $2,688,742.00 and the Contractor’s cost
share of [***].
The Option Effort has been fully funded in the
amount of $2,688,742.00 (Government Share).
6) The funds available for performance of this
contract are increased by the amount set forth on the attached
Financial Accounting Data sheet.
Contract Number:
N00014-02-C-0302/P00007
[***] Confidential treatment requested pursuant
to a request for confidential treatment filed with the Securities
and Exchange Commission. Omitted portions have been filed
separately with the Commission.
3
7) Section I, contract Clauses, is hereby
deleted in its entirety and replaced with the following:
Introduction: Section I
Attention: Prime Contractors. If a sub-award is
made to an educational institution, Prime Contractors are directed
to please refer to the ONR Model Award for appropriate flow-down
clauses to universities. See http://www.onr.navy.mil , click
Contracts & Grants Icon . Click Model Awards Link. Click
Section I clauses that flow-down to University
subcontractors.
Contract Number:
N00014-02-C-0302/P00007
4
|
|
|
|
|
SECTION I - CONTRACT CLAUSES
|
|
(26 MAY
2004)
|
COST SHARE
|
(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 these addresses:
http://www.arnet.gov/far/
http://farsite.hill.af.mil/farsite_script.html
For instance, a dollar threshold may trigger the
applicability of the clause or a certain condition of the research
may trigger the applicability of the clause. In order to provide
some assistance, as to when a dollar threshold triggers a clause,
we have associated certain symbols with dollar thresholds. The
symbols and their appropriate dollar thresholds are as
follows:
|
|
|
|
|
*
|
|
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)
|
|
xx
|
|
Not applicable
|
|
I.
|
FEDERAL
ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1)
CLAUSES:
|
|
|
|
|
|
|
|
**
|
|
FAR 52.202-1
|
|
Definitions
(DEC 2001)
|
|
**
|
|
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)
|
Contract Number:
N00014-02-C-0302/P00007
5
|
|
|
|
|
|
|
**
|
|
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 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 (DEC 1998)
|
|
+
|
|
FAR
52.215-18
|
|
Reversion or
Adjustment of Plans for Postretirement Benefits (PRB) Other than
Pensions (OCT 1997)
|
|
+
|
|
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 HUBzone Small Business Concerns (JAN
1999)
|
|
**
|
|
FAR
52.219-8
|
|
Utilization of
Small Business Concerns (MAY 2004)
|
|
++
|
|
FAR
52.219-9
|
|
Small Business
Subcontracting Plan (JAN 2002)
|
|
++
|
|
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 (SEP
2000)
|
|
|
|
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)
|
Contract Number:
N00014-02-C-0302/P00007
6
|
|
|
|
|
|
|
*
|
|
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 (DEC 2003)
|
|
**
|
|
FAR
52.227-1
|
|
Authorization
and Consent (JUL 1995)
|
|
**
|
|
FAR
52.227-2
|
|
Notice and
Assistance Regarding Patent and Copyright Infringement (AUG
1996)
|
|
|
|
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)
|
|
|
|
FAR
52.232-25
|
|
Prompt Payment
(OCT 2003) and Alternate I (FEB 2002) (The words “the
30 th day” are inserted in lieu of
“the 7 th day” at (a) (5) (i). [When
Alternate I is applicable (a)(5)(i) does do not apply]
[Alternate I applies 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
52.244-2
|
|
Subcontracts (AUG 1998) and Alternate I (AUG
1998)
[Insert in cost-reimbursement
contracts, and letter, time-and-material, and labor-hour contracts
exceeding SAP, and fixed price contracts exceeding SAP where
unpriced actions are anticipated. Use Alternate I for
cost-reimbursement contracts]
|
|
**
|
|
FAR
52.244-5
|
|
Competition in
Subcontracting (DEC 1996)
|
|
|
|
FAR
52.244-6
|
|
Subcontracts
for Commercial
|
