AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

EX-10.1 2 a10-12901_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.

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

1. CONTRACT ID CODE

PAGE OF PAGES

2. AMENDMENT/MODIFICATION NO.

3. EFFECTIVE DATE

02-Apr-2010

4. REQUISITION/PURCHASE REQ. NO.

SEE SCHEDULE

5. PROJECT NO. (If applicable)

6. ISSUED BY

CODE

M67854

7. ADMINISTERED BY (If other than item 6)

CODE

S1103A

COMMANDING GENERAL

MARINE CORPS SYSTEMS COMMAND

ATTN: MRAP/CARL V. BRADSHAW

2200 LESTER STREET

QUANTICO, VA 22134-5010

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-5031-0012

CODE: 1EFH8

FACILITY CODE

10B. DATED (SEE ITEM 13)

08-Apr-2009

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 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 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 CONTRACT 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(B).

THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

FAR 43.103(b) Bilateral Agreements

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: wychesea102615

The purpose of this modification is to order CLIN 3130 CAT I ISS Kits, CLIN II ISS Kits, and CLIN 3132 ISS Kits Logistics and Technical Support.

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)

Otis Byrd

Vice President of Contracts

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

/s/ Otis Byrd

4/2/2010

/s/ Carl V. Bradshaw

4/2/2010

(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

001226

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SECTION A - SOLICITATION/CONTRACT FORM

The total cost of this contract was increased by $82,331,976.00 from $300,561,282.38 (EST) to $382,893,258.38 (EST).

SECTION B - SUPPLIES OR SERVICES AND PRICES

CLIN 3130 is added as follow:

MAX

ITEM NO

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

3130

UNDEFINED

Each

[***

]

[***]NTE

CAT I Independent Suspension System Kit

FFP

The Contractor shall provide CAT I Independent Suspension System Kits IAW

FPII Proposal FP10-0009, dated 3/03/2010. The Unit of Issue 1 Each is equal to 1

Kit.

FOB: Destination


		MAX		$[]*
		NET AMT

M67854-07-D-5031

001226

SUBCLIN 3130AA is added as follows:

MAX

ITEM NO

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

3130AA

[***]

Each

[***]

[***]NTE

CAT I Independent Suspension System Kit

FFP

The Contractor shall provide CAT I Independent Suspension System Kits IAW FPII Proposal FP10-0009, dated 3/03/2010. The Unit of Issue 1 Each is equal to 1 Kit. These kits are to support Air Force vehicles. EFAR YAR-E-489 applies.

FOB: Destination

MILSTRIP: F3QCDA7305G004

PURCHASE REQUEST NUMBER: M9545009RC004410010

MAX
NET AMT

[***]

ACRN BC

[***]

CIN: M9545009RC0044100100019

SUBCLIN 3130AB is added as follows:

MAX

ITEM NO

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

3130AB

[***]

Each

[***]

[***]NTE

CAT I Independent Suspension System Kit

FFP

FOB: Destination

MILSTRIP: M6785410RC00332

PURCHASE REQUEST NUMBER: M6785410RC00332

MAX

[***]

NET AMT

ACRN BD

[***]

CIN: M6785410RC003320001

M67854-07-D-5031

001226

SUBCLIN 3130AC is added as follows:

MAX

ITEM NO

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

3130AC

[***]

Each

[***]

[***]NTE

CAT I Independent Suspension System Kit

FFP

The Contractor shall provide CAT I Independent Suspension System Kits IAW FPII Proposal FP10-0009, dated 3/03/2010. The Unit of Issue 1 Each is equal to 1 Kit.

FOB: Destination

MILSTRIP: M6785410RC06316

PURCHASE REQUEST NUMBER: M6785410RC06316

MAX

[***]

NET AMT

ACRN BF

[***]

CIN: M6785410RC063160001

CLIN 3131 is added as follows:

MAX

ITEM NO

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

3131

UNDEFINED

Each

[***]

[***]NTE

CAT II Independent Suspension System Kit

FFP

The Contractor shall provide CAT II Independent Suspension System Kits IAW FPII Proposal FP10-0009, dated 3/03/2010. The Unit of Issue 1 Each is equal to 1 Kit. These kits are to support Navy vehicles. EFAR YAR-E-491 applies.

FOB: Destination

MAX

[***]

NET AMT

M67854-07-D-5031

001226

SUBCLIN 3131AA is added as follows:

MAX

ITEM NO

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

3131AA

[***]

Each

[***]

[***]NTE

CAT II Independent Suspension System Kit

FFP

FOB: Destination

MILSTRIP: M9545009RC00291

PURCHASE REQUEST NUMBER: M9545009RC002910005

MAX

[***]

NET AMT

ACRN AV

[***]

CIN: M9545009RC0029100050003

SUBCLIN 3131AB is added as follows:

MAX

ITEM NO

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

3131AB

[***]

Each

[***]

[***]NTE

CAT II Independent Suspension System Kit

FFP

FOB: Destination

MILSTRIP: M6785410RC00332

PURCHASE REQUEST NUMBER: M6785410RC00332

MAX

[***]

NET AMT

ACRN BD

[***]

CIN: M6785410RC003320002

M67854-07-D-5031

001226

SUBCLIN 3131AC is added as follows:

MAX

ITEM NO

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

3131AC

[***]

Each

[***]

[***]NTE

CAT II Independent Suspension System Kit

FFP

The Contractor shall provide CAT II Independent Suspension System Kits IAW

FPII Proposal FP10-0009, dated 3/03/2010. The Unit of Issue 1 Each is equal to 1

Kit. These kits are to support USMC vehicles. YAR-E-490 applies.

FOB: Destination

MILSTRIP: M6785410RC06316

PURCHASE REQUEST NUMBER: M6785410RC06316

MAX

[***]

NET AMT

ACRN BF

[***]

CIN: M6785410RC063160002

CLIN 3132 is added as follows:

MAX

ITEM NO

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

MAX AMOUNT

3132

[***]

Lot

[***]

[***]NTE

ISS Logistics and Technical Support

FFP

The Contractor shall provide Integrated Logistics and Technical Support to for the Purchase of CLIN 3130 and CLIN 3131, IAW Paragraph 3.2 of FPII Proposal FP10-0009, dated 3/03/2010. This effort is funded by USMC. YAR-E-490 applies.

FOB: Destination

MILSTRIP: M6785410RC06316

PURCHASE REQUEST NUMBER: M6785410RC06316

MAX

[***]

NET AMT

ACRN BF

[***]

CIN: M6785410RC0631600050016

M67854-07-D-5031

001226

SECTION E - INSPECTION AND ACCEPTANCE

The following Acceptance/Inspection Schedule was added for CLIN 3130:

INSPECT AT		INSPECT BY		ACCEPT AT		ACCEPT BY
N/A		N/A		N/A		Government

The following Acceptance/Inspection Schedule was added for SUBCLIN 3130AA:

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

The following Acceptance/Inspection Schedule was added for SUBCLIN 3130AB:

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

The following Acceptance/Inspection Schedule was added for SUBCLIN 3130AC:

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

The following Acceptance/Inspection Schedule was added for CLIN 3131:

INSPECT AT		INSPECT BY		ACCEPT AT		ACCEPT BY
N/A		N/A		N/A		Government

The following Acceptance/Inspection Schedule was added for SUBCLIN 3131AA:

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

The following Acceptance/Inspection Schedule was added for SUBCLIN 3131AB:

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

The following Acceptance/Inspection Schedule was added for SUBCLIN 3131AC:

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

The following Acceptance/Inspection Schedule was added for CLIN 3132:

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

M67854-07-D-5031

001226

SECTION F - DELIVERIES OR PERFORMANCE

The following Delivery Schedule item has been added to SUBCLIN 3130AA:

DELIVERY DATE	QUANTITY	SHIP TO ADDRESS	UIC

30-JUL-2010	[]*	TRAFFIC MANAGEMENT OFFICER - MCLB BLDG.1221 DOOR 20 MF M99933 SET ASSY WHSE 1241 DR 13 PROJECT CODE PLR ALBANY GA ###-###-#### FOB: Destination	M99933

The following Delivery Schedule has been added to SUBCLIN 3130AB:

DELIVERY DATE	QUANTITY	SHIP TO ADDRESS	UIC

30-JUL-2010	[]*	TRAFFIC MANAGEMENT OFFICER - MCLB BLDG.1221 DOOR 20 MF M99933 SET ASSY WHSE 1241 DR 13 PROJECT CODE PLR ALBANY GA ###-###-#### FOB: Destination	M99933

The following Delivery Schedule has been added to SUBCLIN 3130AC:

DELIVERY DATE	QUANTITY	SHIP TO ADDRESS	UIC

31-JUL-2010	[]*	TRAFFIC MANAGEMENT OFFICER - MCLB BLDG.1221 DOOR 20 MF M99933 SET ASSY WHSE 1241 DR 13 PROJECT CODE PLR ALBANY GA ###-###-#### FOB: Destination	M99933

30-NOV-2010	[]*	TRAFFIC MANAGEMENT OFFICER - MCLB BLDG.1221 DOOR 20 MF M99933 SET ASSY WHSE 1241 DR 13 PROJECT CODE PLR ALBANY GA ###-###-#### FOB: Destination	M99933

31-OCT-2010	[]*	TRAFFIC MANAGEMENT OFFICER - MCLB BLDG.1221 DOOR 20 MF M99933 SET ASSY WHSE 1241 DR 13 PROJECT CODE PLR ALBANY GA ###-###-#### FOB: Destination	M99933

M67854-07-D-5031

001226

DELIVERY DATE	QUANTITY	SHIP TO ADDRESS	UIC

31-AUG-2010	[]*	TRAFFIC MANAGEMENT OFFICER - MCLB BLDG.1221 DOOR 20 MF M99933 SET ASSY WHSE 1241 DR 13 PROJECT CODE PLR ALBANY GA ###-###-#### FOB: Destination	M99933

30-SEP-2010	[]*	TRAFFIC MANAGEMENT OFFICER - MCLB BLDG.1221 DOOR 20 MF M99933 SET ASSY WHSE 1241 DR 13 PROJECT CODE PLR ALBANY GA ###-###-#### FOB: Destination	M99933

The following Delivery Schedule has been added to SUBCLIN 3131AA:

DELIVERY DATE	QUANTITY	SHIP TO ADDRESS	UIC

30-SEP-2010	[]*	TRAFFIC MANAGEMENT OFFICER - MCLB BLDG.1221 DOOR 20 MF M99933 SET ASSY WHSE 1241 DR 13 PROJECT CODE PLR ALBANY GA ###-###-#### FOB: Destination	M99933

31-JUL-2010	[]*	TRAFFIC MANAGEMENT OFFICER - MCLB BLDG.1221 DOOR 20 MF M99933 SET ASSY WHSE 1241 DR 13 PROJECT CODE PLR ALBANY GA ###-###-#### FOB: Destination	M99933

31-AUG-2010	[]*	TRAFFIC MANAGEMENT OFFICER - MCLB BLDG.1221 DOOR 20 MF M99933 SET ASSY WHSE 1241 DR 13 PROJECT CODE PLR ALBANY GA ###-###-#### FOB: Destination	M99933

M67854-07-D-5031

001226

The following Delivery Schedule has been added to SUBCLIN 3131AB:

DELIVERY DATE	QUANTITY	SHIP TO ADDRESS	UIC

31-OCT-2010	[]*	TRAFFIC MANAGEMENT OFFICER - MCLB BLDG.1221 DOOR 20 MF M99933 SET ASSY WHSE 1241 DR 13 PROJECT CODE PLR ALBANY GA ###-###-#### FOB: Destination	M99933

DELIVERY DATE	QUANTITY	SHIP TO ADDRESS	UIC

30-OCT-2010	[]*	TRAFFIC MANAGEMENT OFFICER - MCLB BLDG.1221 DOOR 20 MF M99933 SET ASSY WHSE 1241 DR 13 PROJECT CODE PLR ALBANY GA ###-###-#### FOB: Destination	M99933

The following Delivery Schedule has been added to SUBCLIN 3131AC:

DELIVERY DATE	QUANTITY	SHIP TO ADDRESS	UIC

30-DEC-2010	[]*	TRAFFIC MANAGEMENT OFFICER - MCLB BLDG.1221 DOOR 20 MF M99933 SET ASSY WHSE 1241 DR 13 PROJECT CODE PLR ALBANY GA ###-###-#### FOB: Destination	M99933

30-NOV-2010	[]*	TRAFFIC MANAGEMENT OFFICER - MCLB BLDG.1221 DOOR 20 MF M99933 SET ASSY WHSE 1241 DR 13 PROJECT CODE PLR ALBANY GA ###-###-#### FOB: Destination	M99933

31-OCT-2010	[]*	TRAFFIC MANAGEMENT OFFICER - MCLB BLDG.1221 DOOR 20 MF M99933 SET ASSY WHSE 1241 DR 13 PROJECT CODE PLR ALBANY GA ###-###-#### FOB: Destination	M99933

M67854-07-D-5031

001226

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 $61,748,982.00 from $300,561,282.38 to $362,310,264.38.

SUBCLIN 3130AA:

Funding on SUBCLIN 3130AA is initiated as follows:

ACRN: BC

CIN: M9545009RC0044100100019

Acctng Data: 5783080 F03000 178 47E8 82223L 010900 00000 000000 503

Increase $[***]

Total: $[***]

SUBCLIN 3130AB:

Funding on SUBCLIN 3130AB is initiated as follows:

ACRN: BD

CIN: M6785410RC003320001

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

Increase: $[***]

Total: $[***]

Cost Code: 0RC0033250N1

SUBCLIN 3130AC:

Funding on SUBCLIN 3130AC is initiated as follows:

ACRN: BF

CIN: M6785410RC063160001

Acctng Data: 17011096520 310 67854 067443 2D 6520C5

Increase: $[***]

Total: $[***]

Cost Code: 0RC06316502A

M67854-07-D-5031

001226

SUBCLIN 3131AA:

Funding on SUBCLIN 3131AA is initiated as follows:

ACRN: AV

CIN: M9545009RC0029100050003

Acctng Data: 2182035MRAP 310 67854 067443 2D 2035MR

Increase: $[***]

Total: $[***]

Cost Code: 9RC0029115US

SUBCLIN 3131AB:

Funding on SUBCLIN 3131AB is initiated as follows:

ACRN: BD

CIN: M6785410RC003320002

Acctng Data: 170181M5XG 250 67854 067443 2D 6028C5

Increase: $[***]

Total: $[***]

Cost Code: 0RC0033250N1

SUBCLIN 3131AC:

Funding on SUBCLIN 3131AC is initiated as follows:

ACRN: BF

CIN: M6785410RC063160002

Acctng Data: 17011096520 310 67854 067443 2D 6520C5

Increase: $[***]

Total: : $[***]

Cost Code: 0RC06316502A

CLIN 3132:

Funding on CLIN 3132 is initiated as follows:

ACRN: BF

M67854-07-D-5031

001226

CIN: M6785410RC0631600050016

Acctng Data: 17011096520 310 67854 067443 2D 6520C5

Increase: $[***]

Total: $[***]

Cost Code: 0RC06316502A

SECTION I - CONTRACT CLAUSES

The following have been added by full text:

52.216-24 LIMITATION OF GOVERNMENT LIABILITY (APR 1984)

(a) In performing efforts under contract CLINs 3130 - 3132, the Contractor is not authorized to make expenditures or incur obligations exceeding $61,748,982.00 dollars.

(b) The maximum amount for which the Government shall be liable under contract for CLINs 3130 — 132 if this contract is terminated is $82,331,976.00dollars.

(End of clause)

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

(a) A Firm Fixed Price Indefinite Delivery/Indefinite Quantity contract is contemplated. The Contractor agrees to begin 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 fixed priced proposal and cost or pricing data supporting its proposal.

(b) The schedule for definitizing this contract is as follows (insert target date for definitization 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
ISS Proposal		5 March 2010
Bilateral UCA Modification Award		2 April 2010
Technical Evaluation Received		15 April 2010
DCAA Audit Received		1 June 2010
Pre-Negotiation Clearance Approved		20 June 2010
Negotiations Completed — If Required		15 July 2010
Post Negotiation Clearance Approved		10 Aug 2010
Definitive Contract Modification Executed		20 Aug 2010

M67854-07-D-5031

001226

(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 in no event to exceed $82,331,976.00

(End of clause)

(End of Summary of Changes)