AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

EX-10.4 3 a10-12901_1ex10d4.htm EX-10.4

Exhibit 10.4

[***] 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 1 of 5

Firm-Fixed-Price

2. Amendment/Modification No.

3. Effective Date

4. Requisition/Purchase Req. No.

5. Project No. (If applicable)

P00017

2010 May 04

SEE SCHEDULE

6. Issued By

Code

W56HZV

7. Administered By (If other than Item 6)

Code

S1103A

U.S. ARMY CONTRACTING COMMAND

CCTA-ADED

REBECCA TABOR ###-###-####

DCMA ATLANTA

2300 LAKE PARK DRIVE, SUITE 300

SMYRNA, GA 30080

WARREN, MICHIGAN ###-###-####

HTTP://CONTRACTING.TACOM.ARMY.MIL

WEAPON SYSTEM: WPN SYS: UR

EMAIL: ***@***

SCD A PAS NONE ADP PT HQ0338

8. Name And Address Of Contractor (No., Street, County, State and Zip Code)

FORCE PROTECTION INDUSTRIES, (INC)

9801 HIGHWAY 78

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

9A. Amendment Of Solicitation No.

9B. Dated (See Item 11)

10A. Modification Of Contract/ Order No.
W56HZV-08-C-0028

TYPE BUSINESS: Large Business Performing in U.S.

Code: 1EFH8

Facility Code

10B. Dated (See Item 13)

2007NOV02

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

o The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers

o is extended. o is not extended.

Offers must acknowledge receipts 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 amendments; (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)

ACRN: AD NET INCREASE: $4,972,523.00

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

KIND MOD CODE: 6

It Modifies The Contract/Order No. As Described In Item 14.

This Change Order Is Issued Pursuant To:

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:

Other (Specify type of modification and authority) Mutual Agreement of the Parties

E. IMPORTANT: Contractor o is not, x is required to sign this document and return copies to the Issuing Office.

14. Description Of Amendment/Modification (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

SEE SECOND PAGE FOR DESCRIPTION

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)

Otis Byrd, Vice President of Contracts

VICTOR J. VAUGHN

***@*** (586 ###-###-####

15B. Contractor/Offeror

15C. Date Signed

16B. United States Of America

16C. Date Signed

/s/ Otis Byrd

5/4/2010

/s/ Victor Vaughn

2010 May 04

(Signature of person authorized to sign)

(Signature of Contracting Officer)

NSN 7540-01-152-8070	30-105-02	STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITIONS UNUSABLE		Prescribed by GSA FAR (48 CFR) 53.243

	Reference No. of Document Being Continued
CONTINUATION SHEET	PIIN/SIIN W56HZV-08-C-0028	MOD/AMD P00017
Name of Offeror or Contractor: FORCE PROTECTION INDUSTRIES, (INC)

SECTION A - SUPPLEMENTAL INFORMATION

1. The purpose of this Modification P00017 to Contract W56HZV-08-C-0028 is to incorporate the following into this contract:

SECTION B:

Exercise Option CLIN 3100AA, [***] each Buffalo A2 Vehicles,

NTE: $[***], Undefinitized: $[***].

SECTION I:

Change Clause 52.216-24, Limitation of Government Liability accordingly.

Change Clause ###-###-####, Contract Definitization, definitization schedule has been extended.

2. Modification P00016 is corrected to read: “Add CLINs 3100AL and 3100AM.

3. As a result of this modification, the total dollar amount of the contract is increased by $4,972,523.00 from $133,026,853.59 to $137,999,376.59. The Not to Exceed amount of this contract is increased by $62,416,440.00 from $159,623,239.00 to $222,039,679.00.

4. The FAR Clause 52.216-24, Limitation of Liability and DFAR Clause ###-###-####, Contract Definitization, applies to CLINs 1200AA, 1200AG, 1200AH, 1201AA, 1202AA, 2100AA, 2101AA, 2101AB, 2101AC, 3100AA, 310AL and 3100AM only.

5. All other contract terms and conditions remain unchanged and in full force and effect.

*** END OF NARRATIVE A0020 ***

	Reference No. of Document Being Continued
CONTINUATION SHEET	PIIN/SIIN W56HZV-08-C-0028	MOD/AMD P00017
Name of Offeror or Contractor: FORCE PROTECTION INDUSTRIES, (INC)

ITEM NO

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

3100

NSN: 2320 ###-###-####

SECURITY CLASS: Unclassified

3100AA

THIRD ORDERING PERIOD

[***]

$ UNDEFINITIZED

[***]

NOT TO EXCEED

[***]

NOUN: MPCV 60 BUFFALO A2

PRON: P196M0582T PRON AMD: 04 ACRN: AD

AMS CD: 51108360009

Packaging and Marking

Inspection and Acceptance

INSPECTION: Origin

ACCEPTANCE: Origin

Deliveries or Performance

DOC

SUPPL

REL CD

MILSTRIP

ADDR

SIG CD

MARK FOR

TP CD

001

W56HZV9209G800

Y00000

DEL REL CD

QUANTITY

DEL DATE

001

31-OCT-2010

002

30-NOV-2010

003

31-DEC-2010

004

31-JAN-2011

005

28-FEB-2011

006

31-MAR-2011

007

30-APR-2011

008

31-MAY-2011

009

30-JUN-2011

FOB POINT: Destination

SHIP TO:

(Y00000)

SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.

	Reference No. of Document Being Continued
CONTINUATION SHEET	PIIN/SIIN W56HZV-08-C-0028	MOD/AMD P00017
Name of Offeror or Contractor: FORCE PROTECTION INDUSTRIES, (INC)

SECTION G - CONTRACT ADMINISTRATION DATA

LINE
ITEM

PRON/
AMS/CD/
MIPR

ACRN

OBLG STAT/
JOB ORD NO

PRIOR AMOUNT

INCREASE/DECREASE
AMOUNT

CUMULATIVE
AMOUNT

3100AA

P196M0582T ###-###-#### P19P50091CMBS

9ZCMB5

0.00

[***]

NET CHANGE

[***]

SERVICE
NAME

NET CHANGE
BY ACRN

ACCOUNTING CLASSIFICATION

ACCOUNTING
STATION

INCREASE/DECREASE
AMOUNT

Army

21 92035000091C1C09P51108331E1

S20113

W56HZV

[***]

NET CHANGE

[***]

	PRIOR AMOUNT OF AWARD		INCREASE/DECREASE AMOUNT		CUMULATIVE OBLIG AMT
NET CHANGE FOR AWARD:	$	133,026,853.59	$	4,972,523.00	$	137,999,376.59

LINE ITEM		ACRN		EDI ACCOUNTING CLASSIFICATION
3100AA		AD		21 091120350000 S20113		91C1C095110836000931E1		9ZCMB5S20113		W56HZV

	Reference No. of Document Being Continued
CONTINUATION SHEET	PIIN/SIIN W56HZV-08-C-0028	MOD/AMD P00017
Name of Offeror or Contractor: FORCE PROTECTION INDUSTRIES, (INC)

SECTION I - CONTRACT CLAUSES

	Status	Regulatory Cite	Title	Date

I-1	CHANGED	52.216-24	LIMITATION OF GOVERNMENT LIABILITY	APR/1984

(a) In performing this undefinitized contract action, the Contractor is not authorized to make expenditures or incur obligations exceeding $137,999,376.59 dollars.

(b) The maximum amount for which the Government shall be liable for this undefinitized contract action is terminated is $222,039,679.00 dollars.

(End of Clause)

I-2

CHANGED

252 ###-###-####

CONTRACT DEFINITIZATION

OCT/1998

(a) A Firm Fixed price contract is contemplated. The Contractor agrees to begin promptly negotiating with the Contracting Officer the terms of 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 a fixed price proposal and cost or pricing data supporting its proposal.

(b) The schedule for definitizing this contract action is as follows:

Buffalo A2:
Target Date for Definitization		31 August 2010
Beginning of Negotiation		01 June 2010
Completion of Negotiation		31 July 2010

(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 Officers 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 Officers 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 action.

(d) The definitive contract resulting from this undefinitized contract action will include a negotiated Firm Fixed price in no event to exceed $222,039,679.00 for the basic quantities.

(End of clause)