DynCorp’s motion lacks merit and should be denied because pleading breach of contract is not a complex task: one easily achieved in this case,” the company said.

While DynCorp argues that it had legitimately terminated the contract under a termination-for-convenience clause, there is no evidence of this other than the company’s pleadings, C3PO argued. Also, the clause still needed to be exercised in accordance with the contract terms, including an equitable adjustment payment following termination, which DynCorp had not done, according to the brief.

Further, at least part of the damages in the case stem from when the contract was still in effect, with DynCorp having failed to pay out on about $2.7 million in invoices issued between July and October 2013, when the contract was actually terminated, C3PO said.

Under the April 2013 subcontract, C3PO was hired to provide a facility for DynCorp staff in Afghanistan, with living quarters, office space, dining and similar amenities, in a Kabul compound known as North Gate. The two related purchase orders, running through the end of April 2014, totaled a little over $11.9 million, according to the company.

In July 2013, following a Taliban bombing at the compound — assisted by several DynCorp workers with Taliban sympathies, effectively making the company responsible for the blast, at least in part, according to C3PO — DynCorp moved its workers to a hotel.

DynCorp indicated that it intended to return to North Gate, and C3PO invested additional money to make upgrades to the contractor’s specifications, but the contractor ultimately determined in that it would continue to house its workers at the hotel.

It gave a 30-day notice of termination for the first purchase order, which made up the bulk of the contract, in August 2013, effective at the start of October that year, with subsequent negotiations to use an alternative C3PO site unsuccessful, C3PO claims.

DynCorp continued to send staff to use recreational and storage facilities at North Gate under the second purchase order, originally meant as a supplementary to the first order, but failed to pay any amounts due under the first order from July 2013 onward, and failed to respond to a request for equitable adjustment in November, according to the complaint.

C3PO filed its suit in July, alleging it had lost just under $6.6 million after DynCorp’s refusal to pay out on the contract, leading it to lay off about half its workforce, and DynCorp moved for dismissal of the case on Oct. 7.

The contractor argued that its use of a convenience termination was supported by Texas contract law and that it had fully paid all amounts owed, having reduced the number of rooms it needed from C3PO to zero upon moving its staff to the hotel before the deal’s ultimate termination, as allowed under another clause in the contract.

Even if an equitable adjustment had been required, C3PO had not requested one within the necessary 30-day window following termination, DynCorp said.

C3PO is represented by Murphy S. Klasing and Tanya N. Garrison of Weycer Kaplan Pulaski & Zuber PC and Janice Cohen.

DynCorp is represented by C. Michael Moore, Garreth A. Sarosi and Adam H. Pierson of Dentons.

The case is C3PO International Ltd v. DynCorp International LLC, case number 4:14-cv-00564, in the U.S. District Court for the Northern District of Texas.

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Afghanistan Summary

The distribution of contractors in Afghanistan by mission category are:

Base Support: 5,340 (12%)
Commo Support 1,794 ( 4%)
Construction: 5,725 (13%)
Logistics/Maintenance 16,441 (36%)
Security 2,472 ( 5%)
Training 1,199 ( 3%)
Translator/Interpreter 3,611 ( 8%)
Transportation 3,100 ( 7%)
Medical/Dental/Social Services 212 ( 0%)
Management/Administrative 4,118 ( 9%)
Other* 1,337 ( 3%)

Total: 45,349

*Includes Defense Logistics Agency, Army Materiel Command, Air Force External and Systems Support contracts, Special Operations Command and INSCOM.

• OEF Contractor Posture Highlights:

o In 4th quarter FY14 there were approximately 45.3K DoD contractors in Afghanistan. The overall contractor footprint in Afghanistan decreased by 12% from 3rd quarter FY14.
o US Forces-Afghanistan (USFOR-A) continues to conduct portfolio reviews which serve to synchronize and reduce requirements.
o There will continue to be a decline in the contractor population as a result of reduced requirements.

• Operation Inherent Resolve Contractor Posture. We will resume reporting on contractors supporting DoD operations in Iraq in next quarter’s update.

General Data on DoD Private Security Contractor Personnel in Afghanistan

• Private security contractors (PSC) perform personal security, convoy security, and static security missions.
• USCENTCOM reports, as of 4th quarter FY 2014, the following distribution of PSCs in Afghanistan:

• In Afghanistan, the mobile security functions of the APPF are being transferred to the Ministry of Interior under a convoy protection brigade. Site protection previously under APPF is also under transition. Contracting and payment protocols are still under development.

Improvements to Management and Oversight of DoD Contractors

• Operational Contract Support Integration Cell (OCSIC). The USFOR-A OCSIC (formerly the OCS Drawdown Cell) was established in August 2012 with a mission to manage the programmatic drawdown of contracts, the contractor workforce and associated equipment in the Combined Joint Operations Area-Afghanistan (CJOA-A). Through the efforts of its Program Management Integration and Regional Teams, the OCSIC influenced requirements reduction in the CJOA-A resulting in a decrease of boots on ground contractors. Lessons learned from implementation of the OCSIC informed recent revision of doctrine (JP 4-10) on the OCS Integration Cell.
• CENTCOM Joint Theater Support Contracting Command.  C-JTSCC has centralized oversight and authority to ensure all contracts executed in Afghanistan are visible and in compliance with contracting policy and procedures. JTSCC is evaluating local vendor capability to perform critically needed services previously  provided by LOGCAP, but on a much smaller scale. This will ensure support to the warfighter continues while simultaneously reducing the number of US and other country national contractors. Addtionally, to facilitate drawdown, the OCSIC recently was fully subsumed by the C-JTSCC under one commander whose staff serves as both OCSIC and JTSCC. This will facilitate eventual transition from a JTSCC to a lead service for contracting (LSC) construct.
• JP 4-10 (Operational Contract Support). The Joint Staff J4 has updated JP 4-10 Operational Contract Support, which serves as the doctrine for planning, conducting, and assessing OCS integration and contractor management functions in support of joint operations. This update to OCS doctrine was published on 16 July 2014.
• Defense Standards for Security Services.

o Business and operational standards for PSCs (which were required by Section 833 of the FY2011 NDAA) are now complete and were validated by the American National Standards Institute (ANSI) in early March 2012. The associated conformity assessment to enable third party certification was published in April 2012. A maturity model, allowing companies and contract management to assess the degree of conformity with the standard, was approved by ANSI in January 2012. Under sponsorship by DoD, the ANSI standard is now being developed as an international standard to be published by the International Organization for Standardization (ISO).

o On May 22, 2012, DoD issued procedures, guidance and information (PGI) to the DFARS requiring compliance with the ANSI PSC standard for combat operations and other contingency operations. Standards and provision for third party certification in Section 833 of the FY 2011 NDAA will facilitate identifying technically acceptable contractors and best value. This will enable expedited contract award; mitigate risk of delay of services due to contract award protests; and mitigate risk of contractor non-performance or misconduct in critical early phases of contingency operations. Conformity assessment standards and the associated maturity model also provide valuable tools for DoD contract oversight.

o The United Kingdom has adopted the PSC ANSI standards as their national standard ensuring continuity between the key allies.

• Operational Contract Support (OCS) Functional Capabilities Integration Board (FCIB). This senior executive–level governance forum was chartered by the Under Secretary of Defense (Acquisition, Technology & Logistics) in March 2010 to provide strategic leadership to multiple stakeholders working to institutionalize OCS. Co-chaired by the Deputy Assistant Secretary of Defense (Program Support) and Joint Staff, Vice Director J-4, the FCIB convenes quarterly (or as required). On August 26, 2014 , the Board convened the 4th Quarter FY14 Principals meeting in the Secretary of the Army Conference Center. Key topics reviewed by the Board included:
  1. OCS Joint Proponent Implementation Update
  2. OCS Knowledge Integration & Solutions (KIS) Working Group Update
  3. Army Contingency Contracting Administration Services (CCAS) Mission Transfer in Current Operations

The 1st Quarter FY15 Principals meeting will be held on Nov 25, 2014 @ 1000-1200 hours in the Pentagon Conference Center.

• Joint Contingency Acquisition Support Office (JCASO). Planning, implementation, and oversight of OCS are Commander's responsibilities and are essential to establishing a strategy for managing contractors on the battlefield as part of the DoD Total Force. JCASO provides the Combatant Commands a joint enabling capability to integrate, coordinate and synchronize OCS during peacetime, contingency operations, and post-conflict operations. JCASO is an essential part of DLA's combat support agency (CSA) role to support the mission objectives of the combatant commands, the Chairman of the Joint Chiefs of Staff Title 10 responsibilities, as well as the Office of the Secretary of Defense for OCS policy and joint doctrine development and implementation. Examples of current JCASO engagements include:

o Deploying teams for 6-month rotations to support the OCS Integration Cell (OCSIC) and provide expertise in the drawdown efforts;
o Leading and managing the economic development initiative (i.e., local procurements) in the Central Asian States in support of the Northern Distribution Network (NDN) strategy in the USCENTCOM AOR;
o Establishing the Afghanistan Contract Transition Workgroup (ACTW) to facilitate the interagency coordination for planning and transitioning OCS from DoD to DOS; and
o Participating in joint exercises in 2014 (e.g., PANAMAX, ULCHI FREEDOM GUARDIAN) to integrate OCS in training and assess the effectiveness of OCS plans;
o Assessing the JCASO mission and organization to validate support effectiveness and alignment with DOD OCS Action Plan 2014-2017;
o Supporting ARCENT in establishing and developing an OCS cell, related policy, processes and products;
o Providing OCS Program Management support as requested or directed to CCMDs, Service components, and others, including HA/DR such as Operation UNITED ASSISTANCE;
o Developing the way ahead for collecting and advancing OCS joint lessons learned;
o Assessing OCS integration with non-DoD partners to identify gaps and propose concepts or solutions for improvement to better align with JF 2020;
o Working with OCS peers to draft procedures and policy for the joint planning areas to identify how OCS transitions from contingency operations to steady state and redployment;
o Delivering the OCS module in the Joint Logistics Course and the Army Logistics University;
o Participating in GAO interviews to share information on JCASO enabling capability relative to OCS lessons learned and OCS planning and execution in USAFRICOM;
o Developing a manpower strategy to fulfill a demand for OCS-skills at the combatant commands and Service components.

• JCASO Contingency Contracting Office (CCO): The JCASO CCO provides a joint contingency contracting capability by extending and leveraging DLA’s extensive contracting capabilities while simultaneously complementing the Services’ capacities. It furthers best practices through a programmatic approach, and is expected to focus on humanitarian assistance and disaster relief contract support. The CCO responds to demand signals from Combatant
  Commands and deployed forces, such as providing CCO support in Operation UNITED ASSISTANCE, the USCENTCOM Central Asia States (CAS) local sourcing procurement initiative, and the DLA-E/A and AFRICOM initiative to help leverage existing DLA contracts and develop new contract solutions that address AFRICOM’s evolving mission.
• JCASO Planners. Seventeen (17) JCASO planners are allocated among the Unified Combatant Commands to assist the commander in identifying gaps where contractor support capability may be required. Planners integrate contractor support into operational plans and synchronize requirements with subordinate commands, the Military Departments, Defense Agencies, other USG Agencies, and coalition partners. The planners have been instrumental in integrating OCS into Combatant Command plans. Based on demonstrated need for additional OCS planning capability in USPACOM, JCASO also established OCS planners at forward locations in USFK and USFJ.
• SPOT Configuration Control Board (CCB). ODASD(PS), as the functional sponsor for SPOT, co-chairs a quarterly CCB. This Board evaluates proposed enhancements to SPOT and prioritizes implementation to ensure consistency within funding parameters. Membership includes participants from across the DoD OCS community, DOS, and U.S. Agency for International Development.
• Operational Contract Support (OCS) Learning Framework. The Department continues to make progress on the Secretary’s and the Chairman's vision for OCS education and training. Several parallel efforts are underway to incorporate OCS into a holistic learning framework that includes education, individual and collective training, exercises, and lessons learned primarily aimed at non-acquisition personnel.

o OCS in Joint Professional Military Education (JPME). As reported, OCS has been a Chairman’s JPME Special Area of Emphasis each year since 2009. A 2012 study on OCS education and training observed a general lack of uniformity and depth in OCS content. To rectify this, Joint Staff (J4) OCS and Services Division (OCSSD) developed an OCS Curriculum Development Guide (CDG) to provide specific OCS learning objectives to help JPME faculty create and integrate effective OCS learning into all five JPME levels. Version 2.0 of the CDG, which was completed in October 2012, included authoritative reference material, was distributed to JPME institutions in December 2012. The OCS CDG incorporates distance learning through three Joint Knowledge Online (JKO) OCS courses. The Joint Staff (J4) briefed the faculty of the JPME schools on the FY2013 NDAA language requiring OCS as part of JPME in June 2013 at the Joint Faculty Education Conference. At this point, JPME faculty need time to incorporate OCS into their curricula. The Joint Staff (J4) is reviewing the Joint Combined Warfare School curriculum to make specific recommendations on OCS content needed to meet the CDG’s intent.

o Lessons Learned. The Department has submitted a comprehensive lessons learned report to the House Armed Services Committee. For tactical and operational lessons learned, the Joint Staff (J4), OCSSD, is the focal point for documenting and processing lessons through the Joint Lessons Learned Program.

o Exercises. The first ever OCS Joint Exercise (OCSJX-14) was held in January 2014 at Ft. Bliss, Texas. The exercise trained over 500 participants on the OCS tasks for Contract Support Integration, Contracting Support, and Contractor Management. The OCSJX-14 scenario was based on a complex catastrophe in the US NORTHCOM area of responsibility. The training audience included OCS staff members from USNORTHCOM, USARNORTH, US Army Expeditionary Contracting Command's 412th Contract Support Brigade, US Air Force and Navy contracting personnel. Other key DOD stakeholders that participated were; FEMA, USACE, DLA JCASO, DASD-PS, DPAP and NGB. Planning for OCSJX-15 at
USPACOM is underway, and OCSJX-16 is tentatively planned for USAFRICOM.

o Collective and Staff Training. The Chairman’s Joint Training Guidance Notice (CJCSN 3500.01) provides annual guidance to all DOD Components for planning, executing, and assessing joint training for three consecutive years. It includes High Interest Training Issues (HITIs) which are CJCS special-interest items that CCDRs should consider for emphasis in their training and exercise programs. OCS will be part of the Joint Logistics Enterprise HITI in this year’s notice. In December 2013, the Joint Staff (J4) released the Joint Metrics and Readiness (JMR) Guide to assist planners in integrating OCS into joint training and exercises to help ensure realistic readiness assessments for OCS and compliance with Joint Training Guidance.

o Individual Training. DoD created three joint OCS courses in a computer-based training format in 2009. The three courses were “joint training certified” in 2013 and are hosted on JKO, the joint community’s web portal for providing key joint training. As of 4 September 2013, 608 personnel have completed these joint certified OCS courses. In addition to the JKO courses and Contracting Officer’s Representative training, the Joint Staff (J4) OCSSD is teaching a Joint OCS Planning and Execution Course (JOPEC) at the geographic combatant commands (GCCs) via mobile training teams (MTTs). JOPEC has since been taught at every GCC in FY14, a cycle that will continue in FY15. 231 Students have been trained to-date. The JS J4 is seeking to permanently establish JOPEC at a JPME institution

• OCS Planning. On October 18, 2012, the Joint Staff published the Chairman of Joint Chiefs of Staff Manual (CJCSM) 3130.03 Adaptive Planning and Execution (APEX) Planning Formats and Guidance. The CJCSM 3130.03 sets forth administrative instructions for joint operation plan formats. Specific to OCS planning, CJCSM 3130.03 details where OCS requirements will be identified and by whom. The Joint Staff (J4) is developing a separate manual, CJCSM 4301.01A, Planning OCS, to assist OCS planners in developing procedures and guidance that integrate, synchronize, prioritize, and focus OCS capabilities on achieving a supported Prepared by: DASD (Program Support) October, 2014
  commander’s operational objectives and desired effects for various types of plans, including contingency plans.
• OCS Joint Concept. JROC Memorandum 159-13, approved the OCS Joint Concept, and JROCM 060-14 approved implementation thereof as part of the OCS Action Plan. This concept envisions that contracted support for military operations will be an interdependent capability of Joint Force 2020 (JF 2020). This concept addresses how JF 2020 can operationalize OCS to optimize contracted support capabilities of the total force partners to achieve operational effects across the range of military operations within acceptable and manageable risk levels. It builds upon ongoing efforts to institutionalize OCS in the present force and proposes a full spectrum doctrine, organization, training, materiel, leadership and education, and personnel capability solution framework to deliver more responsive and accountable OCS. The OCS Joint Concept implementation tasks were incorporated into the OCS Action Plan by the FCIB in February 2014.