SALES AUTHORIZATION RELEASE

EX-10.1 2 a10-17543_1ex10d1.htm EX-10.1

Exhibit 10.1

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

SALES AUTHORIZATION RELEASE

CONTRACT: M67854-07-D-5031-18		SAR #: 10-249

MODIFICATION: 08		CONTRACT/MOD TYPE: FFP

CONTRACT MOD DATE: 08/20/10		PROGRAM MGMT POC: MIKE MARTYN

F.O.B. POINT: DESTINATION		CONTRACT POC: MIKE MIKSCHE

FP Proposal No(s): FP10-0035

DESCRIPTION: Development and Ver/Val, NRE Ver’Val of Materials, NRE ILS/CM Documentation, NRE Engineering Design, Seat Survivability Production Kits

SCOPE OF WORK:

The purpose of this modification is to revise the delivery schedule for the following:

1) CLIN 3333AA — NRE TB Development and Ver/Val — 1 Lot

2) CLIN 3330 — NRE Ver/Val of Materials — 1 Lot

3) CLIN 3331 — NRE ILS/CM Documentation — 1 Lot

4) CLIN 3332 — NRE Engineering Design — 1 Lot

5) CLIN 3333AA — Seat Survivability Production Kits — 1,203

6) CLIN 3333AB — Seat Survivability Production Kits — 484

7) CLIN 3333AC — Seat Survivability Production Kits — 46

8) CLIN 3333AD — Seat Survivability Production Kits — 213

There is an increase of $64,096,792 to the DO

SPECIAL TERMS AND CONDITIONS, IF APPLICABLE:

NOTE: Contract and Modifications are available on S:/Library/Contracts

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

1. CONTRACT ID CODE

PAGE OF PAGES

2. AMENDMENT/MODIFICATION NO.

3. EFFECTIVE DATE

19-Aug-2010

4. REQUISITION/PURCHASE REQ. NO.

SEE SCHEDULE

5. PROJECT NO. (If applicable)

CODE

M67854

CODE

S1103A

6. ISSUED BY

COMMANDING GENERAL

MARINE CORPS SYSTEMS COMMAND

ATTEN: MRAP/CARL V. BRADSHAW

2200 LESTER STREET

QUANTICO, VA 22134-5010

7. ADMINISTERED BY (If other than Item 6)

DCMA ATLANTA

ATTN: DIANNE ROBERTS, 2300 LAKE PARK DRIV

SUITE 300

SMYNRA, GA 30080

8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and Zip Code)

FORCE PROTECTION INDUSTRIES, (INC)

OTIS BYRD

9801 HWY 78 STE 3

LADSON, SC ###-###-####

9A. AMENDMENT OF SOLICITATION NO.

9B. DATED (SEE ITEM 11)

10A. MOD. OF CONTRACT/ORDER NO.

M67854-07-D-5031-0018

CODE: 1EFH8

FACILITY CODE

10B. DATED (SEE ITEM 13)

23-Apr-2010

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 Offer. o is extended, o is not extended.

Offer must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended by one of the following methods:

(a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PROIR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

See Schedule

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONRTRACT ORDER NO. IN ITEM 10A.

THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(A) Bilateral Authority.

THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

43.103(a) Bilateral Agreement of Both Parties

OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor o is not, x is required to sign this document and return 1 copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

Modification Control Number:

The purpose of this modification is to order the following CLIN’s in support of the Seat Survivability Upgrade effort::

1. CLIN 3329 - NRE TB Development and Ver/Val

2. CLIN 3330 - NRE Ver/Val Material,

3. CLIN 3331 - NRE ILS/CM Documentation,

4. CLIN 3332 - NRE Engineering Design, and

5. CLIN 3333 - Seat Survivability Production Kits.

All remaining contract terms and conditions remain in full force and effect.

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)

CARL V. BRADSHAW / CONTRACTING OFFICER

TEL: EMAIL:

15B. CONTRACTOR/OFFEROR

15C. DATE SIGNED

16B. UNITED STATES OF AMERICA

16C. DATE SIGNED

(Signature of person authorized to sign)

(Signature of Contracting Officer)


EXCEPTION TO SF 30	30-105-04	STANDARD FORM 30 (Rev. 10-83)
APPROVED BY OIRM 11-84		Prescribed by GSA
		FAR (48 CFR) 53.243

M67854-07-D-5031

0018-08

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SECTION A - SOLICITATION/CONTRACT FORM

The total cost of this contract was increased by $64,096,792 from $62,652,782.45 to $126,749,574.45.

SECTION B - SUPPLIES OR SERVICES AND PRICES

CLIN 3329 is added as follows:

ITEM NO

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

3329

[***]

Lot

[***]

[***]NTE

NRE TB Development and Ver/Val

FFP

The contractor shall provide NRE for the Development, Verification and Validation of the Technical Bulletins in support of the Seat Survivability Upgrade in accordance with FPII proposal No. FP10-0135.

FOB: Destination

MILSTRIP: M6785410RC06915

PURCHASE REQUEST NUMBER: M6785410RC069150009

MAX NET AMT

[***]

ACRN

[***]

CIN: M6785410RC0691500090019

Workshare Professional comparison of
interwovenSite://IMANDMS/ACTIVE/73509484/1 and
interwovenSite://IMANDMS/ACTIVE/73509484/2. Performed on 10/25/2010.

M67854-07-D-5031

0018-08

CLIN 3330 is added as follows:

ITEM NO

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

3330

[***]

Lot

[***]

[***]NTE

NRE Ver/Val of Materials

FFP

The contractor shall provide NRE for the Verification and Validation of Material in support of the Seat Survivability Upgrade in accordance with FPII proposal No.FP10-0135.

FOB: Destination

MILSTRIP: M6785410RC06915

PURCHASE REQUEST NUMBER: M6785410RC069150009

MAX NET AMT

[***]

ACRN

[***]

CIN: M6785410RC0691500090020

CLIN 3331 is added as follows:

ITEM NO

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

3331

[***]

Lot

[***]

[***]NTE

NRE ILS/CM Documentation

FFP

The contractor shall provide NRE for the ILS/CM Documentation efforts in support of the Seat Survivability Upgrade in accordance with FPII proposal No. FP10-0135.

FOB: Destination

MILSTRIP: M6785410RC06915

PURCHASE REQUEST NUMBER: M6785410RC069150009

MAX NET AMT

[***]

ACRN

[***]

CIN: M6785410RC0691500090021

M67854-07-D-5031

0018-08

CLIN 3332 is added as follows:

ITEM NO

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

3332

[***]

Lot

[***]

[***]NTE

NRE Engineering Design

FFP

The contractor shall provide NRE for the Engineering Design efforts in support of the Seat Survivability Upgrade in accordance with FPII proposal No. FP10-0135.

FOB: Destination

MILSTRIP: M6785410RC06915

PURCHASE REQUEST NUMBER: M6785410RC069150009

MAX NET AMT

[***]

ACRN

[***]

CIN: M6785410RC0691500090022

CLIN 3333 is added as follows:

ITEM NO

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

3333

Each

[***]

Seat Survivability Production Kits

FFP

The contractor shall provide Seat Survivability Upgrade Production Kits in accordance with FPII proposal No. FP10-0135. The Unit of Issue of 1 Each is equal to 1 Kit.

FOB: Destination

NET AMT

[***]

M67854-07-D-5031

0018-08

CLIN 3333AA is added as follows:

ITEM NO

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

3333AA

[***]

Each

[***]

[***]NTE

Seat Survivability Production Kits

FFP

The contractor shall provide Seat Survivability Upgrade Production Kits in accordance with FPII proposal No. FP10-0135. The Unit of Issue of 1 Each is equal to 1 Kit.

FOB: Destination

MILSTRIP: M6785410RC06915

PURCHASE REQUEST NUMBER: M6785410RC069150009

MAX NET AMT

[***]

ACRN

[***]

CIN: M6785410RC0691500090014

CLIN 3333AB is added as follows:

ITEM NO

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

3333AB

[***]

Each

[***]

[***]NTE

Seat Survivability Production Kits

FFP

The contractor shall provide Seat Survivability Upgrade Production Kits in accordance with FPII proposal No. FP10-0135. The Unit of Issue of 1 Each is equal to 1 Kit.

FOB: Destination

MILSTRIP: M6785410RC002190

PURCHASE REQUEST NUMBER: M6785410RC002190011

MAX NET AMT

[***]

ACRN

[***]

CIN: M6785410RC0021900110012

M67854-07-D-5031

0018-08

CLIN 3333AC is added as follows:

ITEM NO

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

3333AC

[***]

Each

[***]

[***]NTE

Seat Survivability Production Kits

FFP

The contractor shall provide Seat Survivability Upgrade Production Kits in accordance with FPII proposal No. FP10-0135. The Unit of Issue of 1 Each is equal to 1 Kit.

FOB: Destination

MILSTRIP: M6785410RC00125

PURCHASE REQUEST NUMBER: M6785410RC001250008

MAX NET AMT

[***]

ACRN

[***]

CIN: M6785410RC0012500080005

CLIN 3333AD is added as follows:

ITEM NO

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

3333AD

[***]

Each

[***]

[***]NTE

Seat Survivability Production Kits

FFP

The contractor shall provide Seat Survivability Upgrade Production Kits in accordance with FPII proposal No. FP10-0135. The Unit of Issue of 1 Each is equal to 1 Kit.

FOB: Destination

MILSTRIP: M6785410RC00332

PURCHASE REQUEST NUMBER: M6785410RC003320011

MAX NET AMT

[***]

ACRN

[***]

CIN: M6785410RC0033200110009

M67854-07-D-5031

0018-08

SECTION E - INSPECTION AND ACCEPTANCE

The following Acceptance/Inspection Schedule was added for CLIN 3329:

INSPECT AT		INSPECT BY		ACCEPT AT		ACCEPT BY
Destination		Government		Destination		Government

The following Acceptance/Inspection Schedule was added for CLIN 3330:

INSPECT AT		INSPECT BY		ACCEPT AT		ACCEPT BY
Destination		Government		Destination		Government

The following Acceptance/Inspection Schedule was added for CLIN 3331:

INSPECT AT		INSPECT BY		ACCEPT AT		ACCEPT BY
Destination		Government		Destination		Government

The following Acceptance/Inspection Schedule was added for CLIN 3332:

INSPECT AT		INSPECT BY		ACCEPT AT		ACCEPT BY
Destination		Government		Destination		Government

The following Acceptance/Inspection Schedule was added for CLIN 3333:

INSPECT AT		INSPECT BY		ACCEPT AT		ACCEPT BY
Origin		Government		Origin		Government

The following Acceptance/Inspection Schedule was added for SUBCLIN 3333AA:

INSPECT AT		INSPECT BY		ACCEPT AT		ACCEPT BY
Origin		Government		Origin		Government

The following Acceptance/Inspection Schedule was added for SUBCLIN 3333AB:

INSPECT AT		INSPECT BY		ACCEPT AT		ACCEPT BY
Origin		Government		Origin		Government

The following Acceptance/Inspection Schedule was added for SUBCLIN 3333AC:

INSPECT AT		INSPECT BY		ACCEPT AT		ACCEPT BY
Origin		Government		Origin		Government

The following Acceptance/Inspection Schedule was added for SUBCLIN 3333AD:

INSPECT AT		INSPECT BY		ACCEPT AT		ACCEPT BY
Origin		Government		Origin		Government

M67854-07-D-5031

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SECTION F - DELIVERIES OR PERFORMANCE

The following Delivery Schedule item has been added to SUBCLIN 3333AA:

DELIVERY DATE	QUANTITY	SHIP TO ADDRESS	UIC

29-OCT-2010	[***]	TRAFFIC MANAGEMENT OFFICER TMO (M/F PROJECT CODE PLR) ATTN: JOHN CRUZ BLDG 1221 DR 20 ALBANY GA ###-###-#### 229 ###-###-#### FOB: Destination	M99933

DELIVERY DATE	QUANTITY	SHIP TO ADDRESS	UIC

30-NOV-2010	[***]	TRAFFIC MANAGEMENT OFFICER TMO (M/F PROJECT CODE PLR) ATTN: JOHN CRUZ BLDG 1221 DR 20 ALBANY GA ###-###-#### 229 ###-###-#### FOB: Destination	M99933

DELIVERY DATE	QUANTITY	SHIP TO ADDRESS	UIC

31-DEC-2010	[***]	TRAFFIC MANAGEMENT OFFICER TMO (M/F PROJECT CODE PLR) ATTN: JOHN CRUZ BLDG 1221 DR 20 ALBANY GA ###-###-#### 229 ###-###-#### FOB: Destination	M99933

DELIVERY DATE	QUANTITY	SHIP TO ADDRESS	UIC

29-JAN-2010	[***]	TRAFFIC MANAGEMENT OFFICER TMO (M/F PROJECT CODE PLR) ATTN: JOHN CRUZ BLDG 1221 DR 20 ALBANY GA ###-###-#### 229 ###-###-#### FOB: Destination	M99933

M67854-07-D-5031

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The following Delivery Schedule item has been added to SUBCLIN 3333AB:

DELIVERY DATE	QUANTITY	SHIP TO ADDRESS	UIC

29-JAN-2011	[***]	TRAFFIC MANAGEMENT OFFICER TMO (M/F PROJECT CODE PLR) ATTN: JOHN CRUZ BLDG 1221 DR 20 ALBANY GA ###-###-#### 229 ###-###-#### FOB: Destination	M99933

DELIVERY DATE	QUANTITY	SHIP TO ADDRESS	UIC

28-FEB-2011	[***]	TRAFFIC MANAGEMENT OFFICER TMO (M/F PROJECT CODE PLR) ATTN: JOHN CRUZ BLDG 1221 DR 20 ALBANY GA ###-###-#### 229 ###-###-#### FOB: Destination	M99933

DELIVERY DATE	QUANTITY	SHIP TO ADDRESS	UIC

28-FEB-2011	[***]	TRAFFIC MANAGEMENT OFFICER TMO (M/F PROJECT CODE PLR) ATTN: JOHN CRUZ BLDG 1221 DR 20 ALBANY GA ###-###-#### 229 ###-###-#### FOB: Destination	M99933

The following Delivery Schedule item has been added to SUBCLIN 3333AC:

DELIVERY DATE	QUANTITY	SHIP TO ADDRESS	UIC

28-FEB-2011	[***]	TRAFFIC MANAGEMENT OFFICER TMO (M/F PROJECT CODE PLR) ATTN: JOHN CRUZ BLDG 1221 DR 20 ALBANY GA ###-###-#### 229 ###-###-#### FOB: Destination	M99933

DELIVERY DATE	QUANTITY	SHIP TO ADDRESS	UIC

31-MAR-2011	[***]	TRAFFIC MANAGEMENT OFFICER TMO (M/F PROJECT CODE PLR) ATTN: JOHN CRUZ BLDG 1221 DR 20 ALBANY GA ###-###-#### 229 ###-###-#### FOB: Destination	M99933

M67854-07-D-5031

0018-08

The following Delivery Schedule item has been added to SUBCLIN 3333AD:

DELIVERY DATE	QUANTITY	SHIP TO ADDRESS	UIC

31-MAR-2011	[***]	TRAFFIC MANAGEMENT OFFICER TMO (M/F PROJECT CODE PLR) ATTN: JOHN CRUZ BLDG 1221 DR 20 ALBANY GA ###-###-#### 229 ###-###-#### FOB: Destination	M99933

DELIVERY DATE	QUANTITY	SHIP TO ADDRESS	UIC

31-MAR-2011	[***]	TRAFFIC MANAGEMENT OFFICER TMO (M/F PROJECT CODE PLR) ATTN: JOHN CRUZ BLDG 1221 DR 20 ALBANY GA ###-###-#### 229 ###-###-#### FOB: Destination	M99933

SECTION G - CONTRACT ADMINISTRATION DATA

Accounting and Appropriation

Summary for the Payment Office

As a result of this modification, the total funded amount for this document was increased by $48,072,594 from $62,652,782.45 to $110,725,376.45

CLIN 3329:

Funding on CLIN 3329 is initiated as follows:

ACRN:

CIN: M6785410RC0691500090019

Acctng Data: 17011096520 310 67854 067443 2D 6520C5

Total: $[***]

Cost Code: 0RC06915502A

CLIN 3330:

Funding on CLIN 3330 is initiated as follows:

ACRN:

CIN: M6785410RC0691500090020

M67854-07-D-5031

0018-08

Acctng Data: 17011096520 310 67854 067443 2D 6520C5

Total: $[***]

Cost Code: 0RC06915502A

CLIN 3331:

Funding on CLIN 3331 is initiated as follows:

ACRN:

CIN: M6785410RC0691500090021

Acctng Data: 17011096520 310 67854 067443 2D 6520C5

Total: $[***]

Cost Code: 0RC06915502A

CLIN 3332:

Funding on CLIN 3332 is initiated as follows:

ACRN:

CIN: M6785410RC0691500090022

Acctng Data: 517011096520 310 67854 067443 2D 6520C5

Total: $[***]

Cost Code: 0RC06915502A

SUBCLIN 3333AA:

Funding on SUBCLIN 3333AA is initiated as follows:

ACRN:

CIN: M6785410RC0691500090014

Acctng Data: 17011096520 310 67854 067443 2D 6520C5

Total: $[***]

Cost Code: 0RC06915502A

SUBCLIN 3333AB:

Funding on SUBCLIN 3333AB is initiated as follows:

ACRN:

CIN: M6785410RC0021900110012

M67854-07-D-5031

0018-08

Acctng Data: 2102035MRAP 310 67854 067443 2D 2035MR

Total: $[***]

Cost Code: 0RC00219502C

SUBCLIN 3333AC:

Funding on SUBCLIN 3333 AC is initiated as follows:

ACRN:

CIN: M6785410RC0012500080005

Acctng Data: 5793080MRAP 310 67854 067443 2D 822230

Total: $[***]

Cost Code: 0RC0012550M2

SUBCLIN 3333AD:

Funding on SUBCLIN 3333AD is initiated as follows:

ACRN:

CIN: M6785410RC0033200110009

Acctng Data: 1701810M5XG 250 67854 067443 2D 6028C5

Total: $[***]

Cost Code: 0RC0033250N1

SECTION I — CONTRACT CLAUSES

The following has been modified:

52.216-24 LIMITATION OF GOVERNMENT LIABILITY (APR 1984)

(a) In performing this contract, the Contractor is not authorized to make expenditures or incur obligations exceeding $48,072,594.00 dollars.

(b) The maximum amount for which the Government shall be liable if this contract is terminated is $64,096,792.00 dollars.

(End of clause)

252 ###-###-#### CONTRACT DEFINITIZATION (OCT 1998)

(a) A Fixed Price Indefinite Delivery/Indefinite Quantity contract is contemplated. The Contractor agrees to begin

M67854-07-D-5031

0018-08

promptly negotiating with the Contracting Officer the terms of a definitive contract that will include (1) all clauses required by the Federal Acquisition Regulation (FAR) on the date of execution of the undefinitized contract action, (2) all clauses required by law on the date of execution of the definitive contract action, and (3) any other mutually agreeable clauses, terms, and conditions. The Contractor agrees to submit firm price proposal and cost or pricing data supporting its proposal.

(b) The schedule for definitizing this contract is as follows (insert target date for definitizing of the contract action and-dates for submission of proposal, beginning of negotiations, and, if appropriate, submission of the make-or-buy and subcontracting plans and cost or pricing data).

EVENT		DATE
ROM Received		28 July 2010
Proposal Received		06 Aug 2010
Bilateral UCA Modification Award		19 Aug 2010
Technical Evaluation Received		25 Aug 2010
DCAA Audit Received		23 Sep 2010
Pre-Negotiation Clearance Approved		17 Oct 2010
Negotiations Complete		12 Nov 2010
Post Negotiation Clearances Approved		17 Dec 2010
Definitive Contract Modifications Executed		31 Jan 2011

(c) If agreement on a definitive contract action to supersede this undefinitized contract action is not reached by the target date in paragraph (b) of this clause, or within any extension of it granted by the Contracting Officer, the Contracting Officer may, with the approval of the head of the contracting activity, determine a reasonable price or fee in accordance with subpart 15.4 and part 31 of the FAR, subject to Contractor appeal as provided in the Disputes clause. In any event, the Contractor shall proceed with completion of the contract, subject only to the Limitation of Government Liability clause.

(1) After the Contracting Officer’s determination of price or fee, the contract shall be governed by—

(i) All clauses required by the FAR on the date of execution of this undefinitized contract action for either fixed-price or cost-reimbursement contracts, as determined by the Contracting Officer under this paragraph (c);

(ii) All clauses required by law as of the date of the Contracting Officer’s determination; and

(iii) Any other clauses, terms, and conditions mutually agreed upon.

(2) To the extent consistent with paragraph (c)(1) of this clause, all clauses, terms, and conditions included in this undefinitized contract action shall continue in effect, except those that by their nature apply only to an undefinitized contract action.

(d) The definitive contract resulting from this undefinitized contract action will include a negotiated firm-fixed price delivery order in no event to exceed $64,096,792.00.

(End of clause)

(End of Summary of Changes)