Exhibit 10.2


 


	
   

  SALES
  AUTHORIZATION RELEASE

  	
  MASTER PROJECT # 

  	
   

  
	
  

  PROJECT # 

  	
   

  
	
  

  WORK ORDER # 

  	
   

  
	
  CONTRACT:

  	
  M67854-07-D-5031

  	
   

  	
  SALES AUTHORIZATION RELEASE #

  	
  08-158

  
	
  MODIFICATION:

  	
  P00035

  	
   

  	
  CONTRACT/MOD TYPE:

  	
  FFP

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CONTRACT/MOD DATE:

  	
  8-Aug-08

  	
   

  	
  PROGRAM MGMT POC:

  	
  M. Bowling

  
	
  F.O.B. POINT

  	
  ORIGIN

  	
   

  	
  CONTRACT POC:

  	
  E. Lopez

  
	
   

  DESCRIPTION:

  	
   

  
	
   

  	
   

  
	
  SCOPE OF WORK:

  	
  This modification establishes the list of DLA Phase
  two parts that will be used to place orders with FPII using DIBBS

  
								



 


 


	
  SPECIAL TERMS & CONDITIONS, IF APPLICABLE: 

  	
   

  
	
   

  
	
  NOTE: Contract and contract modifications are
  available on S/Library/Contracts

  



 






[***] 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
  CODE

   

  J

  	
  PAGE OF PAGES

  
	
  1

  	
  11

  
	
  2.
  AMENDMENT/MODIFICATION NO.

  P00035

  	
  3. EFFECTIVE
  DATE

  26-June-2008

  	
  4.
  REQUISITION/PURCHASE REQ. NO.

  SEE
  SCHEDULE

  	
  5.
  PROJECT NO. (If applicable)

   

  
	
  6. ISSUED BY                                                                                                              CODE

  	
  M67854

  	
  7. ADMINISTERED BY                                               CODE

  (If
  other than item 6)

   

  DCMA
  ATLANTA

  ATTN:
  KAREN BENNER, 2300 LAKE PARK DRIVE

  SUITE
  300

  SMYNRA,
  GA  30080

  	
  S1103A

  
	
   

  	
   

  	
   

  
	
  COMMANDING
  GENERAL

  MARINE
  CORPS SYSTEMS COMMAND

  ATTN:
  MRAP/CARL V. BRADSHAW

  2200
  LESTER STREET

  QUANTICO, VA  22134-5010

  	
   

   

   

   

  SCD:A

  
	
   

  	
   

  	
   

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

  Zip Code)

  FORCE
  PROTECTION INDUSTRIES, INC.

  DAMON
  WALSH

  9801
  HIGHWAY 78, #1

  LADSON
  SC 29456

  	
   

  	
  9A.
  AMENDMENT OF SOLICITATION NO.

  
	
   

  	
  9B.
  DATED (SEE ITEM 11)

  
	
  x

  	
  10A.
  MOD. OF CONTRACT/ORDER NO.

  M67854-07-D-5031

  
	
   

  	
   

  	
   

  
	
  CODE 1EFH8

  	
  FACILITY CODE 
  1EFH8

  	
  x

  	
  10B.
  DATED (SEE ITEM 13)

  25-Jan-2007

  
	
   

  	
   

  	
   

  
	
  11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF
  SOLICITATIONS

  
	
   

  	
   

  	
   

  
	
  oThe above numbered solicitation is
  amended as set forth in Item 14. The hour and date specified for receipt of
  Offer  ̈ is extended,  ̈ is not extended.

   

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

  (a) By
  completing Items 8 and 15, and returning       
  copies to 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 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)

  
	
   

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

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

  
	
   

  	
   

  
	
   

  	
  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 date, etc.) SET
  FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(B).

  
	
   

  	
   

  	
   

  
	
  x

  	
  C.

  	
  THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT
  TO AUTHORITY OF:

  FAR 43.103(b) Bilateral Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  D.

  	
  OTHER
  (Specify type of modification and authority)

  
	
   

  
	
  B.
  IMPORTANT: Contactor  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:  simsa083282

  
	
   

  The
  purpose of this modification is to:

   

  (1) 
  Add SUBCLIN 0084AC DLA FPII Phase II Parts;

  (2) 
  Add Attachment 29 the DLA FPII Phase II Parts List.

  (3) 
  Modify the Contract Limitation upward from a maximum of $9 Million to $72
  Million.  The revised contract
  limitation is applicable to all orders placed against the NSNS listed in
  Modification P00032, Attachment 28 and this Modification Attachment 29.

  (4) 
  Modify Section H 252 217-7027 (b) and (d).

   

  See
  Summary of Changes

   

  All
  other terms and conditions remain in effect.

   

  Except
  as provided herein, all terms and condition of the document referenced in
  Item 9A or 10A, is heretofore changed, remains unchanged and in full force
  and effect.

  
	
   

  	
   

  
	
  15A.
  NAME AND TITLE OF SIGNER (Type or print)

                      Otis Byrd

                      VP 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

  7/25/2008

  	
  16B. UNITED
  STATES OF AMERICA

   

  	
  16C.
  DATE SIGNED

                      29 July 08

  
	
  /s/  Otis Byrd

  	
   

  	
   

  	
  BY

  	
  /s/  Carl V. Bradshaw

  	
   

  	
   

  
	
  (Signature of
  person authorized to sign)

  	
   

  	
  (Signature of
  Contracting Officer)

  	
   

  
																



 






[***]
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.


 

















 


M67854-07-D-5031


 


SECTION SF 30 BLOCK 14 CONTINUATION PAGE


 


SUMMARY OF CHANGES


 


SECTION A - SOLICITATION/CONTRACT FORM


 


The total cost of this contract
was increased by $69,528,560.85 from $1,436,591,744.97 (EST) to
$1,506,120,305.82 (EST).


 


SECTION B - SUPPLIES OR SERVICES AND
PRICES


 


SUBCLIN 0084AA


 


The CLIN
extended description has changed from Paragraph H-16; and Attachment A - DLA
spare parts list to Paragraph H-16; and Attachment 28 - DLA spare parts list.


 


SUBCLIN 0084AC is added as
follows:


 


	
  ITEM NO

  	
   

  	
  SUPPLIES/SERVICES

  	
   

  	
  MAX

  QUANTITY

  	
   

  	
  UNIT

  	
   

  	
  UNIT PRICE

  	
   

  	
  MAX AMOUNT

  	
   

  
	
  0084AC

  	
   

  	
  DLA FPII Phase II Parts FFP

  Attachment 29 - DLA FPII Phase II Parts List

  FOB: Destination

  	
   

  	
  1

  	
   

  	
  Lot

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
  NTE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  MAX NET AMT

  	
   

  	
  $

  	
  [***]

  	
   

  
														



 


SECTION E - INSPECTION AND ACCEPTANCE


 


The following Acceptance/Inspection Schedule
was added for SUBCLIN 0084AC:


 


	
  INSPECT AT

  	
   

  	
  INSPECT BY

  	
   

  	
  ACCEPT AT

  	
   

  	
  ACCEPT BY

  
	
  Destination

  	
   

  	
  Government

  	
   

  	
  Destination

  	
   

  	
  Government

  



 


SECTION H - SPECIAL CONTRACT REQUIREMENTS


 


The following have been added by full text:


 


H16 ORDERING
GUIDANCE & CLAUSE


 


H16 DLA ORDERING GUIDANCE AND CLAUSES


 


NOTE: The following
information is incorporated into this contract to facilitate ordering of parts
by the Defense Logistics Agency (DLA) and the Defense Supply Centers (DSC).
Ordering agencies have been previously identified in H12. All below listed
clauses are applicable only to the purchase orders and contracts placed from
one of these ordering agencies directly to the Contractor.


 


The point of contact
for this section is Mr. Tom Bunnell at DLA 614-692-4726.


 


This bilateral modification is issued to add
the following NSNs (see  Attachment 28 and 29) to this contract, and
to establish all terms and conditions necessary for the Defense Logistics
Agency (DLA) to purchase items via the Provisioned Items Ordered (PIO) CLIN.


 






[***]
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.


 


3
















 


M67854-07-D-5031


 


The items being added under this modification
are MRAP Air Conditioning parts which may be purchased via the PIO CLIN on
contract M67854-07-D-5031. DLA is an authorized ordering activity per
modification P00013 Sections H12 and H15 and may issue subsequent delivery
orders via EBS on DD1155 forms. Delivery orders will list the contract number
(M67854-07-D-5031) and will designate call numbers as YM## for parts,
quantities, and deliveries.


 


All items in Attachment 28 and 29 have been
determined to be commercial, therefore, FAR Part 12 procedures will be
incorporated herein (see Clauses/Provisions Section Later in this mod).
Per FAR 12.102(c), if any policy in another Part is inconsistent with Part 12,
Part 12 shall take precedence for these items.


 


As stated in H15 (b) and (c) of the
basic contract, Delivery Orders can either be priced or issued as
Undefinitized Orders. The NSNs added in Attachment 28 and 29 will initially be
purchased under the terms of an undefinitized contract action (UCA) per DFARS
217.7403. Upon definitization, additional orders may be issued within the terms
established by subsequent definitization, and terms established in this
modification as applicable.


 


Delivery Orders are subject to funds
availability and price reasonableness of the item must be determined prior to
issuance of the delivery order (unless identified as a UCA).


 


The Government and Contractor may add or
delete any provisioned parts under the Provisioned Items Ordered (PIO) CLIN by
bilateral modification. The Government reserves the right to unilaterally
delete items in the event any one of the following circumstances applies: (1) Item
is discontinued, (2) Item becomes obsolete, (3) The item is a
duplicate part under another NSN, or (4) An alternate source of supply
becomes available. The contractor agrees to immediately notify the Government
in writing when an item is to be discontinued, becomes obsolete or is a
duplicate NSN.


 


The Government will provide a 5 day advance
notice to the contractor prior to unilaterally deleting any NSN from the
contract. The unilateral deletion of an item shall have no effect on issued
delivery orders.


 


UNDEFINITIZED
CONTRACT ACTIONS (UCA)


 


	
  ·

  	
  A
  Not-To-Exceed unit price (NTE) will be established herein for each NSN per
  DFARS 217-7404-2. In accordance with Section H13 (c), (e), and
  (f) of M67854-07-D-5031, and in accordance with FAR 52.216-24,
  “Limitation of Government Liability,” and DFARS 217-7404-4, “Limitations on
  Obligation,” the Contracting Officer will establish the maximum limitation of
  Government liability at 50% of the NTE amounts. See Attachment 28 and
  29 for NTE unit pricing*.

  



 


* If a part, prior to issuance of a delivery order, is determined to be
discontinued, obsolete, or a duplicate NSN, the Government is not obligated to
purchase the minimum order quantity. Specific
quantity and delivery, and any other unique terms, will be incorporated in each
individual Delivery Order as appropriate. In addition, total NTE amounts in ¶ (a) and
(b) of FAR 52.216-24 and ¶ (d) of 252.217-7027 will be completed per
individual order as applicable.


The
contractor is not authorized to proceed until issuance of the individual
delivery order.


 


52.216-24 Limitation
of Government Liability.


(a)                                  In
performing this contract, the Contractor is not authorized to make expenditures
or incur obligations exceeding (See
Attachment 28 and 29 for $ amount
Per NSN) dollars.


(b)                                 The
maximum amount for which the Government shall be liable if this contract is
terminated is (See Attachment 28 and 29 for $
amount Per NSN) dollars.


 


252.217-7027 Contract
Definitization.


(a)                                  A
firm-fixed price 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 


 






[***]
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.


 


4

















 


M67854-07-D-5031


 


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.


 


***NOTE: For pricing analysis, and other than
cost/pricing data, the contractor may be, at the Contracting Officer’s request,
required to submit the following;


 


·                  Quotes and
Invoices from their suppliers (showing material/purchase costs)


·                  Informal cost
breakdowns


·                  Price
lists/catalogs


·                  Sales data to
customers other than the Government


·                  Additional other
than cost and pricing data as needed


 


(b)                                 The
schedule for definitizing the resultant delivery orders from this contract
action is as follows:


 


	
  Submission
  of NTE Proposal from OEMs

  	
   

  	
  23 June 2008

  
	
  Issuance
  of Undefinitized Delivery Order

  	
   

  	
  02 July 2008

  
	
  Submission
  of Other Than Cost or Pricing Data

  	
   

  	
  30 July 2008

  
	
  Beginning
  of Negotiations

  	
   

  	
  15 Aug 2008

  
	
  Definitization
  of Contract via Modification

  	
   

  	
  23 Dec 2008

  



 


(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 in no event to exceed **See Attachments 28 and 29 for $ amount Per NSN.


 


***NOTE: For pricing analysis, and other than
cost/pricing data, the contractor may be, at the Contracting Officer’s request,
required to submit the following:


·      Quotes
and Invoices from their suppliers (showing material/purchase costs)


·      Informal
cost breakdowns


·      Price
lists/catalogs


·      Sales
data to customers other than the Government


·      Additional
other than cost and pricing data as needed


 


OTHER
TERMS/CONDITIONS TO BE INCORPORATED:


 


·                                          Commercial
Packaging and MIL-STD 129 Marking apply to all orders


 






[***] 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.


 


5

















 


M67854-07-D-5031


 


·                                          Orders will
be shipped to the following location:


W25G1U


TRANSPORTATION OFFICER


DDSP NEW CUMBERLAND FACILITY


2001 NORMANDY DRIVE DOOR 113 TO 134


NEW CUMBERLAND PA 17070-5002


US


·                                          All orders as
a result of this action will be DX rated


 


52.204-9C06 DSCC Part 52 – SOLICITATION
PROVISIONS AND CONTRACT CLAUSES STATEMENT (JUN 2006)


Full text of all DLAD/DSCC clauses listed
within this mod are contained in the DSCC Part 52 – Solicitation
Provisions and Contract Clauses, current version found at http://www.dscc.dla.mil/library/provisions_clauses/dsccmaster/.
Also, the full text of FAR/DFARS clauses incorporated by reference may be
accessed electronically at http://www.dla.mil/j-3/j-336/icps.htm. The
clauses/provisions incorporated by reference have the same force and effect as
if they were in full text; however, those having no bearing on the instant
acquisition become self-deleting.


 


	
  52.204-9C07

  	
   

  	
  PAYMENT EFT
  vs CCR

  
	
  52.212-04

  	
   

  	
  CONTRACT
  TERMS AND CONDITIONS - COMMERCIAL ITEMS

  



 


52.212-05 Contract Terms and Conditions
Required to Implement Statutes or Executive Orders—Commercial Items.


 


As prescribed in 12.301(b)(4),
insert the following clause:


 


CONTRACT TERMS
AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS-COMMERCIAL
ITEMS (APR 2008)


 


(a)                                  The
Contractor shall comply with the following Federal Acquisition Regulation (FAR)
clauses, which are incorporated in this contract by reference, to implement
provisions of law or Executive orders applicable to acquisitions of commercial
items:


(1)                                  52.233-3,
Protest After Award (AUG 1996) (31 U.S.C. 3553).


(2)                                  52.233-4,
Applicable Law for Breach of Contract Claim (Our 2004) (Pub. L. 108-77, 108-78)


 


(b)                                 The
Contractor shall comply with the FAR clauses in this paragraph (b) that
the Contracting Officer has indicated as being incorporated in this contract by
reference to implement provisions of law or Executive orders applicable to
acquisitions of commercial items:


 


[Contracting Officer check as appropriate.]


 


o      (1)  52.203-6,
Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate
I (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).


o      (2)  52.219-3,
Notice of Total HUBZone Set-Aside (Jan 1999) (15 U.S.C. 657a).


o      (3)  52.219-4,
Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JULY
2005) (if the offeror elects to waive the preference, it shall so indicate in
its offer) (15 U.S.C. 657a).


o      (4)  [Reserved]


o      (5)  (i) 52.219-6,
Notice of Total Small Business Set-Aside (June 2003) (15 U.S.C. 644).


o     (ii)  Alternate I (Oct 1995) of 52.219-6.


o     (iii)  Alternate II (Mar 2004) of 52.219-6.


o      (6)  (i) 52.219-7,
Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).


o     (ii)  Alternate I (Oct 1995) of 52.219-7.


o     (iii)  Alternate II (Mar 2004) of 52.219-7.


 






[***]
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.


 


6

















 


M67854-07-D-5031


 


o      (7)  52.219-8,
Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and
(3)).


o      (8)  (i) 52.219-9,
Small Business Subcontracting Plan (Apr 2008) (15 U.S.C. 637(d)(4)).


o     (ii)  Alternate I (Oct 2001) of 52.219-9.


o     (iii)  Alternate II (Oct 2001) of 52.219-9.


o      (9)    52.219-14, Limitations
on Subcontracting (Dec 1996) (15 U.S.C. 637(a)(14)).


o      (10)  52.219-16,                                    Liquidated                                       Damages—Subcontracting
Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).


o      (11)  (i) 52.219-23,
Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns
(SEPT 2005) (10 U.S.C. 2323) (if the offeror elects to waive the
adjustment, it shall so indicate in its offer).


o     
(ii)  Alternate I (June 2003)
of 52.219-23.


o      (12)  52.219-25,
Small Disadvantaged Business Participation Program—Disadvantaged Status and
Reporting (Apr 2008) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).


o      (13)  52.219-26,
Small Disadvantaged Business Participation Program—Incentive Subcontracting
(Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).


o      (14)  52.219-27,
Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004)
(15 U.S.C. 657 f).


o      (15)  52.219-28,
Post Award Small Business Program Rerepresentation (June 2007) (15
U.S.C.  632(a)(2)).


x     (16)                                               52.222-3,
Convict Labor (June 2003) (E.O. 11755).


x     (17)                                               52.222-19,
Child Labor—Cooperation with Authorities and Remedies (Feb 2008) (E.O. 13126).


x     (18)                                               52.222-21,
Prohibition of Segregated Facilities (Feb 1999).


x     (19)                                               52.222-26,
Equal Opportunity (Mar 2007) (E.O. 11246).


x     (20)                                               52.222-35,
Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era,
and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).


x     (21)                                               52.222-36,
Affirmative Action for Workers with Disabilities (Jun 1998) (29 U.S.C. 793).


x     (22)                                               52.222-37,
Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era,
and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).


o      (23)  52.222-39,
Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec
2004) (E.O. 13201).


x     (24)  (i) 52.222-50,
Combating Trafficking in Persons (Aug 2007) (Applies to all contracts).


o      
(ii)                                                 Alternate I (Aug 2007) of 52.222-50.


o      (25)  (i) 52.223-9
Estimate of Percentage of Recovered Material Content for EPA-Designated
Products (Aug 2000) (42 U.S.C. 6962(c)(3)(A)(ii)).


o     
(ii)  Alternate I (Aug 2000)
of 52.223-9 (42 U.S.C. 6962(i)(2)(C)).


o      (26)  52.223-15,
Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b).


o      (27)  (i) 52.223-16,
IEEE 1680 Standard for the Environmental Assessment of Personal Computer
Products (DEC 2007) (E.O. 13423).


       (ii)             Alternate I (DEC 2007) of 52.223-16.


x     (28)                                               52.225-1,
Buy American Act—Supplies (June 2003) (41 U.S.C. 10a-10d).


x     (29)                                               (i) 52.225-3,
Buy American Act—Free Trade Agreements—Israeli Trade Act (Aug 2007) (41
U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, Pub. L
108-77, 108-78, 108-286, 109-53 and 109-169).


o     (ii)  Alternate I (Jan 2004) of 52.225-3.


o     (iii)  Alternate II (Jan 2004) of 52.225-3.


o      (30)                                              52.225-5,
Trade Agreements (Nov 2007) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).


x     (31)                                               52.225-13,
Restrictions on Certain Foreign Purchases (Feb 2006) (E.o.s, proclamations, and
statutes administered by the Office of Foreign Assets Control of the Department
of the Treasury).


o      (32)  52.226-4,
Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).


o      (33)  52.226-5,
Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42
U.S.C. 5150).


x     (34)                                               52.232-29,
Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C.
255(f), 10 U.S.C. 2307(8).


 






[***]
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.


 


7

















 


M67854-07-D-5031


 


x     (35)                                               52.232-30,
Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10
U.S.C. 2307(f)).


x     (36)                                               52.232-33,
Payment by Electronic Funds Transfer—Central Contractor Registration (Oct 2003)
(31 U.S.C. 3332).


o     (37)  52.232-34,
Payment by Electronic Funds Transfer—Other than Central Contractor Registration
(May 1999) (31 U.S.C. 3332).


o     (38)  52.232-36,
Payment by Third Party (May 1999) (31 U.S.C. 3332).


o     (39)  52.239-1,
Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).


o     (40)  (i) 52.247-64,
Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46
U.S.C. Apex. 1241(b) and 10 U.S.C. 2631).


o     (ii)       Alternate
I (Apr 2003) of 52.247-64.


 


(c)                                  The
Contractor shall comply with the FAR clauses in this paragraph (c), applicable
to commercial services, that the Contracting Officer has indicated as being
incorporated in this contract by reference to implement provisions of law or
Executive orders applicable to acquisitions of commercial items:


[Contracting
Officer check as appropriate.]


o     (1)       52.222-41, Service Contract Act of 1965
(Nov 2007) (41 U.S.C. 351, et seq.).


o     (2)       52.222-42,
Statement of Equivalent Rates for Federal Hires (May 1989) (29 U.S.C.
206 and 41 U.S.C. 351, et seq.).


o     (3)       52.222-43, Fair
Labor Standards Act and Service Contract Act—Price Adjustment (Multiple Year
and Option Contracts) (Nov 2006) (29 U.S.C. 206 and 41 U.S.C. 351,
et seq.).


o     (4)       52.222-44, Fair
Labor Standards Act and Service Contract Act—Price Adjustment (Feb 2002) (29
U.S.C. 206 and 41 U.S.C. 351, et
seq.).


o     (5)       52.222-51,
Exemption from Application of the Service Contract Act to Contracts for
Maintenance, Calibration, or Repair of Certain Equipment—Requirements (Nov
2007) (41 U.S.C. 351, et seq.).


o     (6)       52.222-53,
Exemption from Application of the Service Contract Act to Contracts for Certain
Services—Requirements (Nov 2007) (41 U.S.C. 351, et seq.).


o     (7)       52.237-11, Accepting and Dispensing of $1
Coin (Aug 2007) (31 U.S.C. 5112(p)(1)).


 


(d)                                 Comptroller General Examination of Record. The
Contractor shall comply with the provisions of this paragraph (d) if this
contract was awarded using other than sealed bid, is in excess of the
simplified acquisition threshold, and does not contain the clause at 52.215-2,
Audit and Records—Negotiation.


(1)                                  The Comptroller
General of the United States, or an authorized representative of the
Comptroller General, shall have access to and right to examine any of the
Contractor’s directly pertinent records involving transactions related to this
contract.


(2)                                  The Contractor shall
make available at its offices at all reasonable times the records, materials,
and other evidence for examination, audit, or reproduction, until 3 years after
final payment under this contract or for any shorter period specified in FAR Subpart
4.7, Contractor Records Retention, of the other clauses of this contract.
If this contract is completely or partially terminated, the records relating to
the work terminated shall be made available for 3 years after any resulting
final termination settlement. Records relating to appeals under the disputes
clause or to litigation or the settlement of claims arising under or relating
to this contract shall be made available until such appeals, litigation, or
claims are finally resolved.


(3)                                  As used in this clause,
records include books, documents, accounting procedures and practices, and
other data, regardless of type and regardless of form. This does not require
the Contractor to create or maintain any record that the Contractor does not
maintain in the ordinary course of business or pursuant to a provision of law.


(e)                                  (1)                                  Notwithstanding
the requirements of the clauses in paragraphs (a), (b), (c), and (d) of
this clause, the Contractor is not required to flow down any FAR clause, other
than those in paragraphs (i) through (vii) of this paragraph in a
subcontract for commercial items. Unless otherwise indicated below, the extent
of the flow down shall be as required by the clause—


(i)                                     52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C.
637(d)(2) and (3)), in all subcontracts that offer further
subcontracting opportunities. If the subcontract (except subcontracts to small
business concerns) exceeds $550,000 ($1,000,000 for 


 






[***]
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.


 


8

















 


M67854-07-D-5031


 


construction
of any public facility), the subcontractor must include 52.219-8 in
lower tier subcontracts that offer subcontracting opportunities.


(ii)                                  52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).


(iii)                               52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the
Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).


(iv)                              52.222-36, Affirmative Action for Workers with Disabilities (June 1998) (29
U.S.C. 793).


(v)                                 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or
Fees (Dec 2004) (E.O. 13201).


(vi)                              52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).


(vii)                           52.222-50, Combating Trafficking in Persons (Aug 2007) (22 U.S.C. 7104(g)).
Flow down required in accordance with paragraph (f) of FAR clause 52.222-50.


(viii)                        52.222-51, Exemption from Application of the Service Contract Act to Contracts
for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (Nov
2007) (41 U.S.C. 351, et seq.).


(ix)                                52.222-53, Exemption from Application of the Service Contract Act to Contracts
for Certain Services-Requirements (Nov 2007) (41 U.S.C. 351, et seq.).


(x)                                   52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb
2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631). Flow
down required in accordance with paragraph (d) of FAR clause 52.247-64.


(2)                                  While not required, the contractor may
include in its subcontracts for commercial items a minimal number of additional
clauses necessary to satisfy its contractual obligations.


 


252.212-7001 Contract Terms and Conditions Required
to Implement Statutes or Executive Orders Applicable to Defense Acquisitions of
Commercial Items.


 


CONTRACT TERMS AND
CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS APPLICABLE TO
DEFENSE ACQUISITIONS OF COMMERCIAL ITEMS (MAR 2008)


 


(a)                                  The
Contractor agrees to comply with the following Federal Acquisition Regulation
(FAR) clause which, if checked, is included in this contract by reference to
implement a provision of law applicable to acquisitions of commercial items or
components.


 


x    52.203-3, Gratuities
(APR 1984) (10 U.S.C. 2207).


 


(b)                                 The
Contractor agrees to comply with any clause that is checked on the following
list of Defense FAR Supplement clauses which, if checked, is included in this
contract by reference to implement provisions of law or Executive orders
applicable to acquisitions of commercial items or components.


 


(1)  o   252.205-7000,
Provision of Information to Cooperative Agreement Holders (DEC 1991) (10 U.S.C.
2416).


 


(2)  o   252.219-7003,
Small Business Subcontracting Plan (DoD Contracts) (APR 2007) (15 U.S.C. 637).


 


(3)  o   252.219-7004,
Small Business Subcontracting Plan (Test Program) (APR 2007) (15 U.S.C. 637
note).


 


(4)  x   252.225-7001,
Buy American Act and Balance of Payments Program (JUN 2005) (41 U.S.C. 10a-10d,
E.O. 10582).


 


(5)  x   252.225-7012,
Preference for Certain Domestic Commodities (MAR 2008) (10 U.S.C. 2533a).


 


(6)  x   252.225-7014,
Preference for Domestic Specialty Metals (JUN 2005) (10 U.S.C. 2533a).


 






[***]
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.


 


9

















 


M67854-07-D-5031


 


(7)  o   252.225-7015,
Restriction on Acquisition of Hand or Measuring Tools (JUN 2005) (10 U.S.C.
2533a).


 


(8)  o   252.225-7016,
Restriction on Acquisition of Ball and Roller Bearings (MAR 2006) (Section 8065
of Public Law 107-117 and the same restriction in subsequent DoD appropriations
acts).


 


(9)  o   252.225-7021,
Trade Agreements (MAR 2007) (19 U.S.C. 2501-2518 and 19 U.S.C. 3301 note).


 


(10)  o   252.225-7027,
Restriction on Contingent Fees for Foreign Military Sales (APR 2003) (22 U.S.C.
2779).


 


(11)  x   252.225-7028,
Exclusionary Policies and Practices of Foreign Governments (APR 2003) (22
U.S.C. 2755).


 


(12) (i)  x   252.225-7036,
Buy American Act–Free Trade Agreements—Balance of Payments Program (MAR 2007)
(41 U.S.C. 10a-10d and 19 U.S.C. 3301 note).


 


(ii)  o   Alternate I (OCT 2006) of 252.225-7036.


 


(13) 252.225-7038, Restriction on Acquisition
of Air Circuit Breakers (JUN 2005) (10 U.S.C. 2534(a)(3)).


 


(14)  o   252.226-7001,
Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and
Native Hawaiian Small Business Concerns (SEP 2004) (Section 8021 of Public
Law 107-248 and similar sections in subsequent DoD appropriations acts).


 


(15)  x   252.227-7015,
Technical Data—Commercial Items (NOV 1995) (10 U.S.C. 2320).


 


(16)  o   252.227-7037,
Validation of Restrictive Markings on Technical Data (SEP 1999) (10 U.S.C.
2321).


 


(17)  x   252.232-7003,
Electronic Submission of Payment Requests and Receiving Reports (MAR 2008) (10
U.S.C. 2227).


 


(18)  x   252.237-7019,
Training for Contractor Personnel Interacting with Detainees (SEP 2006) (Section 1092
of Public Law 108-375).


 


(19)  x   252.243-7002,
Requests for Equitable Adjustment (MAR 1998) (10 U.S.C. 2410).


 


(20) (i)  x   252.247-7023,
Transportation of Supplies by Sea (MAY 2002) (10 U.S.C. 2631).


 


(ii)  o   Alternate I (MAR 2000) of 252.247-7023.


 


(iii)  o   Alternate II (MAR 2000) of 252.247-7023.


 


(iv)  o   Alternate III (MAY 2002) of 252.247-7023.


 


(21)  x   252.247-7024,
Notification of Transportation of Supplies by Sea (MAR 2000) (10  U.S.C. 2631).


 


(c)                                  In
addition to the clauses listed in paragraph (e) of the Contract Terms and
Conditions Required to Implement Statutes or Executive Orders—Commercial Items
clause of this contract (FAR. 52.212-5), the Contractor shall  include
the terms of the following clauses, if applicable, in subcontracts
for commercial items or commercial components, awarded at any tier under this
contract:


 






[***]
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.


 


10

















 


M67854-07-D-5031


 


(1)                                  252.225-7014,
Preference for Domestic Specialty Metals, Alternate I (APR 2003) (10 U.S.C.
2533a).


(2)                                  252.237-7019,
Training for Contractor Personnel Interacting with Detainees (SEP 2006) (Section 1092
of Public Law 108-375).


(3)                                  252.247-7023,
Transportation of Supplies by Sea (MAY 2002) (10 U.S.C. 2631).


(4)                                  252.247-7024,
Notification of Transportation of Supplies by Sea (MAR 2000) (10 U.S.C. 2631


 


	
  252.212-7000

  	
   

  	
  OFFEROR REPRESENTATIONS
  AND CERTIFICATIONS - COMMERCIAL ITEMS

  
	
  52.212-9000

  	
   

  	
  CHANGES - MILITARY
  READINESS

  
	
  252.211-7006

  	
   

  	
  RADIO FREQUENCY
  IDENTIFICATION

  
	
  52.211-9010

  	
   

  	
  MILITARY SHIPPING LABEL
  (MSL) REQUIREMENTS - MIL-STD-129P

  
	
  52.211-9010

  	
   

  	
  MILITARY SHIPPING LABEL
  (MSL) REQUIREMENTS - MIL-STD-129P, ALTERNATE I

  
	
  52.211-9013

  	
   

  	
  SHIPPER’S DECLARATION OF
  DANGEROUS GOODS

  
	
  52.211-9C01

  	
   

  	
  PALLETIZATION REQUIREMENTS

  
	
  52.247-9012

  	
   

  	
  REQUIREMENTS FOR TREATMENT
  OF WOOD PACKAGING MATERIAL (WPM)

  
	
  52.211-17

  	
   

  	
  DELIVERY OF EXCESS
  QUANTITIES

  
	
  52.247-9C04

  	
   

  	
  POINT OF CONTACT FOR
  TRANSPORTATION INSTRUCTIONS

  
	
  252.223-7001

  	
   

  	
  HAZARD WARNING LABELS

  
	
  252.208-7000

  	
   

  	
  INTENT TO FURNISH PRECIOUS
  METALS AS GOVERNMENT-FURNISHED MATERIAL

  
	
  252.209-7004

  	
   

  	
  SUBCONTRACTING WITH FIRMS
  THAT ARE OWNED OR CONTROLLED BY THE GOV’T OF A TERRORIST COUNTRY

  
	
  52.216-9010

  	
   

  	
  CONTRACT QUANTITY
  LIMITATIONS

  
	
  252.225-7014

  	
   

  	
  PREFERENCE FOR DOMESTIC
  SPECIALTY METALS, ALT I (DEV)

  
	
  52.232-7010

  	
   

  	
  LEVIES ON CONTRACT
  PAYMENTS

  
	
  252.246-7003

  	
   

  	
  NOTIFICATION OF POTENTIAL
  SAFETY ISSUES

  
	
  52.252-2

  	
   

  	
  CLAUSES INCORPORATED BY
  REFERENCE

  
	
  52.252-6

  	
   

  	
  AUTHORIZED DEVIATIONS IN
  CLAUSES

  
	
  52.211-9C41

  	
   

  	
  DELIVERY INSTRUCTIONS FOR
  New Cumberland, PA and Tracy, CA

  
	
  52.246-9007

  	
   

  	
  INSPECTION AND ACCEPTANCE
  AT DESTINATION

  
	
  52.247-34

  	
   

  	
  F.O.B. DESTINATION

  
	
  52.247-9C02

  	
   

  	
  SHIPPING INSTRUCTIONS
  (DOMESTIC)

  
	
  52.246-9C41

  	
   

  	
  PACKAGING AND MARKING
  REQUIREMENTS

  
	
  252.204-7003

  	
   

  	
  CONTROL OF GOVERNMENT
  PERSONNEL WORK PRODUCT

  
	
  52.233-03

  	
   

  	
  PROTEST AFTER AWARD

  
	
  52.233-04

  	
   

  	
  APPLICABLE LAW FOR BREACH
  OF CONTRACT CLAIM

  
	
  52.211-9022

  	
   

  	
  SUPERSEDED PART-NUMBERED
  ITEMS

  
	
  52.211-9023

  	
   

  	
  SUBSTITUTION OF ITEM AFTER
  AWARD

  
	
  52.246-9C10

  	
   

  	
  WARRANTY - ACCEPTANCE OF
  SUPPLIES

  
	
  52.246-9C32

  	
   

  	
  PHYSICAL ITEM
  IDENTIFICATION/BARE ITEM MARKING

  
	
  52.209-6

  	
   

  	
  PROTECTING THE GVT INTEREST
  WHEN SUB WITH DEBARRED KR

  
	
  52.248-1

  	
   

  	
  VALUE ENGINEERING

  



 


IQC
Limitations


 


The following IQC limitations apply to Add-on’s
under the Provisioning CLIN:


 


·                  Order
Limitations: FAR 52.216-19; MAXIMUM Order Quantity is 5,000 (MINIMUM remains at
1).


·                  Contract
Limitations: Maximum $74 Million.


 


(End of Summary of Changes)


 






[***]
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.


 


11