Exhibit 10.69


 


[***]
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

  
	
   

  	
   

  	
  J

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.
  AMENDMENT/MODIFICATION NO. 

  14

  	
  3. EFFECTIVE DATE

  16-Dec-2008

  	
  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 

  ATTN: MRAP/CARL V.
  BRADSHAW 

  2200 LESTER STREET 

  QUANTICO, VA 22134-5010

  	
  7. ADMINISTERED BY (If
  other than Item 6) 

   

  DCMA ATLANTA 

  ATTN: KAREN BENNER, 2300
  LAKE PARK DRIVE 

  SUITE 300 

  SMYNRA, GA 30080

  
	
   

  	
   

  	
   

  
	
  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-5031-0007

  
	
   

  	
   

  	
   

  
	
  CODE: 1EFH8

  	
  FACILITY CODE

  	
  x

  	
  10B. DATED (SEE ITEM 13)

  18-Dec-2007

  
	
   

  	
   

  	
   

  	
   

  
	
  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 Offer.

  	
   ̈ is extended.

  	
   ̈ is not extended.

  
	
   

  	
   

  
	
   

  	
  Offer 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 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.

  
	
   

  	
   

  
	
   

  	
  A.   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.

  
	
   

  	
   

  
	
   

  	
  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(a) Bi-lateral
  Agreement

  
	
   

  	
   

  
	
   

  	
  D.   OTHER
  (Specify type of modification and authority)

  



 


	
  E. 
  IMPORTANT:  Contractor

  	
   ̈ 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:  simsa09812

  



 


	
  The purpose of this
  modification is to order 176 CAT II Exterior Ballistic Kits (B Kits), CLIN
  0136.

  
	
   

  
	
  See Summary of Changes.

  
	
   

  
	
  All other terms and
  conditions remain unchanged.

  
	
   

  
	
  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: 703-432-4825

  	
  EMAIL: carl.bradshaw@usmc.mil

  
	
   

  	
   

  	
   

  
	
  15B. CONTRACTOR/OFFEROR

  	
  15C. DATE SIGNED

  	
  16B. UNITED STATES OF
  AMERICA

  	
  16C. DATE SIGNED

  
	
   /s/ Otis Byrd

  	
   

  	
  12/16/2008

  	
  By

  	
  /s/ Carl V.
  Bradshaw

  	
   

  	
  17-Dec-2008

  
	
   (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

  
										



 


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.


 


SECTION SF 30 BLOCK 14
CONTINUATION PAGE


 


SUMMARY OF
CHANGES


 


SECTION A -
SOLICITATION/CONTRACT FORM


 


The total cost of this contract was increased
by $[***] from $[***] (EST) to $346,891,657.88 (EST).


 


At the time of this contract
action agreement cannot be reached between FPII and the USG on the FPII G&A
overhead rate of [***]%, based on the 7-15-08 rate analysis submitted by FPII.


 


FPII will submit an indirect
cost rate proposal for G & A overhead rate costs to the ACO and PCO for
purposes of adjusting the contract price(s) set forth herein. It is agreed
that, upon receipt of the revised FPII G&A overhead rate analysis, an audit
of the proposed rate will be requested from DCAA by either the ACO or PCO.
Should information after award of this contract action indicate that the DCAA
determined G&A overhead rate varies from the 7.2% G & A overhead rate
used for this contract action, the contract price(s) herein shall be adjusted
upward or downward within 30 days of such determination.


 


SECTION B - SUPPLIES OR
SERVICES AND PRICES


 


CLIN 0136


The pricing
detail quantity has increased by 176.00 from 4.00 to 180.00.


The total cost
of this line item has increased by $[***] from $[***] to $[***].


 


SUBCLIN 013601


The CLIN extended description has changed
from ECP Survivability Exterior Ballistic EFP Kit - CAT II. USMC, . In
accordance with CDRL A006, Engineering Change Proposal. to ECP Survivability
Exterior Ballistic EFP Kit - CAT II. USMC, 81 X $[***] = $[***]. In accordance
with CDRL A006, Engineering Change Proposal..


The cost constraint NTE has been added.


 


SUBCLIN 013602


The CLIN extended description has changed
from ECP Survivability Exterior Ballistic EFP Kit - CAT II. In accordance with
CDRL A006, Engineering Change Proposal. to ECP Survivability Exterior Ballistic
EFP Kit - CAT II. Navy, 34 X [***] = $[***]. In accordance with CDRL A006,
Engineering Change Proposal..


The cost constraint NTE has been added.


 


SUBCLIN 013603


The CLIN extended description has changed from
ECP Survivability Exterior Ballistic EFP Kit - CAT II. AIR FORCE, In accordance
with CDRL A006, Engineering Change Proposal. to ECP Survivability Exterior
Ballistic EFP Kit - CAT II. AIR FORCE, 25 X $[***]= $[***]. In accordance with
CDRL A006, Engineering Change Proposal..


The cost constraint NTE has been added.


 


SUBCLIN 013604


The CLIN extended description has changed
from ECP Survivability Exterior Ballistic EFP Kit - CAT II. USMC, 4 X $[***] =
$[***]. In accordance with CDRL A006, Engineering Change Proposal. to ECP
Survivability Exterior Ballistic EFP Kit - CAT II. USMC, 40 X $[***] = $[***].
In accordance with CDRL A006, Engineering Change Proposal..


The cost constraint NTE has been added.


 


2

















 


[***]
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.


 


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 $21,198,275.90 from
$318,331,242.71 to $339,529,518.61.


 


SUBCLIN 013601:


 


AA: 17811096520 310 67854 067443 2D 6520C5
8RC8609415P5 (CIN M9545008RC860940002R) was increased by $[***] from $0.00 to $[***]


 


SUBCLIN 013602:


 


AC: 2182035MRAP 310 67854 067443 2D 2035MR
8RC0011715US (CIN M9545008RC001170002BH) was increased by $[***] from $0.00 to
$[***]


 


SUBCLIN 013603:


 


AC: 2182035MRAP 310 67854 067443 2D 2035MR
8RC0011715US (CIN M9545008RC001170002BI) was increased by $[***] from $0.00 to
$[***]


 


SUBCLIN 013604:


 


AC: 2182035MRAP 310 67854 067443 2D 2035MR
8RC0011715US (CIN M9545008RC001170002BJ) was increased by $[***] from $[***] to
$[***]


 


SECTION I - CONTRACT CLAUSES


 


The following have been
modified:


 


52.216-23 EXECUTION AND
COMMENCEMENT OF WORK (APR 1984)


 


The Contractor shall indicate
acceptance of this letter contract by signing one copy of the modification and
returning it to the Contracting Officer not later than December 17, 2008.
Upon acceptance by both parties, the Contractor shall proceed with performance
of the work, including purchase of necessary materials.


 


(End of clause)


 


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 $21,198,275.90
dollars.


 


(b)           The maximum amount for which the Government shall be
liable if this contract is terminated is $21,198,275.90 dollars.


 


(End of clause)


 


3

















 


[***]
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.


 


252.217-7027 CONTRACT
DEFINITIZATION (OCT 1998)


 


(a)           A fixed price Indefinite Delivery/Indefinite Quantity
modification 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 a 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 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

  
	
  ECPs and
  ROMs received

  	
   

  	
  10 & 14
  October 2008

  
	
  Technical
  Evaluations Received

  	
   

  	
  6 &11
  November 2008

  
	
  DCAA Audits
  Received

  	
   

  	
  31 January
  2009

  
	
  Negotiations
  Complete

  	
   

  	
  21 February
  2009

  
	
  Post
  Negotiation Clearances Approved

  	
   

  	
  10 March
  2009

  
	
  Definitize
  Contract Modifications Executed

  	
   

  	
  30 March
  2009

  



 


(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
modification in no event to exceed $[***].


 


(End of clause)


 


(End of Summary of Changes)


 


4