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Logistics Civil Augmentation Program Contract

This is an actual contract by Dyncorp International.

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Sectors: Services
Governing Law: New Mexico, View New Mexico State Laws
Effective Date: June 27, 2007
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Exhibit 10.18





AWARD/CONTRACT 1. This Contract Is A Rated Order Under DPAS (15 CFR 700) u Rating DOS1 Page 1 Of 79 2. Contract (Proc. Inst. Ident) No. W52P1J-07-D-0007 3. Effective Date 4. Requisition/Purchase Request/Project No. SEE SCHEDULE 5. Issued By Code W52P1J 6. Administered By (If Other Than Item 5) Code S4402A HQ ARMY SUSTAINMENT COMMAND AMSAS-ACF-L SHELLY ROBACKER (309)782-5237 ROCK ISLAND, IL 61299-6500 BLDGS 350 &390 e-mail address: SHELLY.ROBACKER@US.ARMY.MIL DCMA TEXAS 600 NORTH PEARL STREET SUITE 1630 DALLAS, TX 75201-2843 SCD C PAS NONE ADP PT HQ0339 7. Name And Address Of Contractor (No. Street, City, County, State, And Zip Code) DYNCORP INTERNATIONAL LLC 13500 HERITAGE PARKWAY FORT WORTH, TX 76177-5318 TYPE BUSINESS: Large Business Performing in U.S. 8. Delivery a8 FOB Origin x Other (See Below) 9. Discount For Prompt Payment 10. Submit Invoices (4 Copies Unless Otherwise Specified) u To The Address Shown In: Item Code 1SMB2 Facility Code 12 11. Ship To/Mark For Code 12. Payment Will Be Made By Code HQ0339 SEE SCHEDULE DFAS COLUMBUS CENTER DFAS-CO/WEST ENTITLEMENT OPERATIONS P.O. BOX 182381 COLUMBUS, OH 43218-2317 13. Authority For Using Other Than Full And Open Competition: a8 10 U.S.C. 2304(c)( ) a8 41 U.S.C. 253(c)( ) 14. Accounting And Appropriation Data 15A. Item No. 15B. Schedule Of Supplies/Services 15C. Quantity 15D. Unit 15E. Unit Price 15F. Amount SEE SCHEDULE CONTRACT TYPE: Cost-Plus-Award-Fee Firm-Fixed-Price KIND OF CONTRACT: Service Contracts Facilities Contracts Contract Expiration Date: 2008JUN26 15G. Total Amount Of Contract e8 $0.00 16. Table Of Contents (X) Section Description Page(s) (X) Section Description Page(s) Part I - The Schedule Part II - Contract Clauses X A Solicitation/Contract Form 1 X I Contract Clauses 38 X B Supplies or Services and Prices/Costs 7 Part III - List Of Documents, Exhibits, And Other Attachments X C Description/Specs./Work Statement 13 X J List of Attachments 79 X D Packaging and Marking 20 Part IV - Representations And Instructions X E Inspection and Acceptance 21 K Representations, Certifications, and X F Deliveries or Performance 22 Other Statements of Offerors G Contract Administration Data L Instrs., Conds., and Notices to Offerors X H Special Contract Requirements 23 M Evaluation Factors for Award Contracting Officer Will Complete Item 17 Or 18 As Applicable 17. x Contractor' s Negotiated Agreement (Contractor is required to sign this document and return 2 signednone copies to issuing office.) Contractor agrees to furnish and deliver all items or perform all the services set forth or otherwise identified above and on any continuation sheets for the consideration stated herein. The rights and obligations of the parties to this contract shall be subject to and governed by the following documents: (a) this award/contract, (b) the solicitation, if any, and (c) such provisions, representations, certifications, and specifications, as are attached or incorporated by reference herein. (Attachments are listed herein.) 18. a8 Award (Contractor is not required to sign this document.) Your offer on Solicitation Number none including the additions or changes made by you which additions or changes are set forth in full above, is hereby accepted as to the items listed above and on any continuation sheets. This award consummates the contract which consists of the following documents: (a) the Government' s solicitation and your offer, and (b) this award/contract. No further contractual document is necessary. 19A. Name And Title Of Signer (Type Or Print) 20A. Name Of Contracting Officer VALIANT M. DUHART VALIANT.DUHART@US.ARMY.MIL (309)782-8517 19B. Name of Contractor 19c. Date Signed 20B. United States Of America 20C. Date Signed By By (Signature of person authorized to sign) (Signature of Contracting Officer) NSN 7540-01-152-8069 25-106 Standard Form 26 (Rev. 4-85) PREVIOUS EDITIONS UNUSABLE GPO: 1985 0 478-632 Prescribed By GSA-FAR (4.8 CFR) 53.214(a)


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SECTION A - SUPPLEMENTAL INFORMATION



Executive Summary none

1. This Executive Summary is provided as a synopsis of important and relevant features of this Contract. If conflict exists between this summary and the provisions of the Contract, the provisions of the Contract govern.



2. The Government accepts and incorporates DynCorp International' s (DI) offer (SF33) dated 25 May 2007. While all the specific provisions of DI' s final proposal (Volumes 1-4) dated 25 May 2007 are not fully incorporated herein, this award is based upon the representations, resources and quality of performance proposed. Specific items incorporated by reference are listed in attachment 23 section A (inclusive of proprietary items).

a. Attachment 23 section B, is a listing that highlights the standard of excellence proposed and expected level of performance under this contract. Significant anticipated deviations should be brought to the attention of the procuring contracting officer (PCO). If in the opinion of the PCO, such changes in approach to performance would substantially impact the quality of performance from that represented in DI' s proposal, such changes shall not be undertaken without the prior approval of the PCO.

b. Due to the mission critical nature of many services to be provided under this contract, and the quality of the offeror' s proposed performance resulting in this award, it is the expectation of the parties that the contractor will strive to maintain (and improve) a high level of responsibility, management, and quality of performance throughout the life of this contract.

3. The period of performance of this basic contract shall begin on June 27, 2007 and end on June 26, 2008, unless the government exercises an option to continue this contract.

Please Note: The awardee will operate as an independent contractor and not as an agent of the U.S. Government or U.S. Army.

4. One of the outcomes of the multiple contractor approach is the decision to award a separate LOGCAP Support contract for worldwide and regional contingency planning and LOGCAP program support. This has been accomplished via a separate award. The LOGCAP IV Planning and Support Contractor has been awarded to Serco Inc.

The Support contractor will require access to proprietary information of the Performance contractors, and will be restricted from competing or participating in any manner in the LOGCAP IV Performance contracts IAW FAR 9.507 (to prevent any unfair competitive advantage). Refer to Organizational Conflict of Interest Clauses in sections A and H. All awardees will be required to permit this support contractor to have necessary access to their proprietary information, as outlined in the Performance Work Statement and to enter into an agreement with the support contractor permitting such necessary access, and establishing proper protections (see FAR 9.505-4(b)).

5. This contract may utilize: Indefinite Delivery, Indefinite Quantity (IDIQ), Firm Fixed Price, Fixed Price Incentive, Cost Plus Award Fee, Cost Plus Fixed Fee, Cost Plus Incentive Fee, Cost Plus No Fee, or Time and Materials Task Orders. This contract will be for a period of one (1) year with nine (9) one year evaluated options awarded at the government' s sole discretion, based on need and performance of contractors.

6. Each LOGCAP IV Performance contractor may be required to execute logistics support worldwide (CONUS or OCONUS), on multiple task orders, simultaneously, in support of several dozen to tens of thousands of troops per task order, in the following general areas: Combat Support and Combat Service Support (CS/CSS) to Combatant Commanders (COCOM) and Army Service Component Commanders (ASCC) during contingency operations. (See section C)

7. The minimum requirement for each of the Global LOGCAP IV contracts is for a core program office (See CLIN 0001). The first year minimum is $1,711,322.00. The maximum permitted on each LOGCAP IV performance contract is $5 billion per year.

8. The Army small business subcontract target goals to be achieved by the contractor are as follows:

Subcontracting for Small Business (SB) = 15% of total contract dollars.

Of that 15% the following subcategories are as follows:



a. Small Disadvantage Business (SDB) - 5% of total contract dollars.

b. Woman Owned Small Business (WOSB) - 5% of total contract dollars.

c. Historically Underutilized Business Zone (HUBZone) Small Business - 3% of total contract dollars.

d. Service Disabled Veteran Owned Small Business (SDVOSB) -1% of total contract dollars.



9. The following Clauses have been changed or added to this Award document:



a. 252.222-7006 COMBATING TRAFFICKING IN PERSONS was added.

b. 52.244-2 SUBCONTRACTS has been changed.

c. 52.244-4 Subcontractors and Outside Associates and Consultants (Architect-Engineer Services) has been



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added.



d. 52.243-1 Changes Fixed Price Alt I has been added.

e. 52.229-10 State of New Mexico Gross Receipts and compensating Tax has been added.

f. 52.248-1 Value Engineering has been added.

g. 52.216-9 Fixed Fee - Construction has been added.

h. 52.215-19 Notification of Ownership Changes has been added.

i. 252.227-7013 Rights in Technical Data has been added.

j. 52.225-5 Trade Agreements has been added

k. 52.222-48 Exemption from Application of Service Contract Act Provisions - Contractor Certification has been added.

l. 52.236-1 Performance of Work by the Contractor has been added.

m. 52.215-17 Waiver of Facilities Capital Cost of Money was added.



*** END OF NARRATIVE A0001 ***



For Local Clauses See: http://www.afsc.army.mil/ac/aais/ioc/clauses/index.htm





Regulatory Cite Title Date A-1 52.204-7000 LOCAL ONLINE REPRESENTATIONS AND CERTIFICATIONS APPLICATION (ORCA) JUN/2005

Notice to All Contractors: In a final rule contained in the Federal Acquisition Circular 01- 26 (Item I, FAR Case 2002-24) published in the Federal Register on December 20, 2004, the Federal Acquisition Regulation was amended to require offerors to submit representations and certifications electronically via the Business Partner Network. Offerors shall complete an Online Representations and Certifications Application (ORCA) as soon as possible. This solicitation requires online certifications and representations. Failure to complete the ORCA registration may make the offeror ineligible for award. The ORCA can be found at http://orca.bpn.gov.





********************************* PLEASE PROVIDE: CAGE CODE: DUNS NUMBER ***********************************

(End of narrative)



(AS7002)





A-2 52.252-4500 FULL TEXT CLAUSES APR/2006 LOCAL

(a) This contract incorporates one or more clauses and provisions by reference, with the same force and effect as if they were set forth in full text. Upon request the Contracting Officer will make their full text available.

(b) The entire body of full text regulatory clauses and provisions are no longer included in solicitations or contracts. These clauses and provisions have the same force and effect as if the entire full text was included in the solicitation/contract. Where text has been removed three asterisks are put in its place (***).

(c) You can view or obtain a copy of all clauses and provisions on the Internet at: http://www.afsc.army.mil/ac/aais/ioc/clauses/index.htm. Click on command unique first to locate the clause. If it is not located under command unique click on regulatory to find.

(d) All full text clauses have a 6 or 7 as the third digit of the clause number (i.e., AS7000).



(End of narrative)



(AS7001)



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In accordance with the definition of " contract" in FAR 2.101, when discussing the obligations of the contractor in a task order, the term " contract" shall mean each task order, unless otherwise provided.



A-3 Organizational Conflict of Interest: none



1. The Government has awarded a contract to Serco Inc. for support services under W52P1J-07-D-0010. In order to avoid an organizational conflict of interest (OCI) that would result from allowing a LOGCAP IV Performance contractor to also be the support contractor, contractors were prohibited from receiving an award under Solicitation W52P1J-06-R-0072 and from otherwise performing under the support contract pursuant to Clause H-15. The Government reserves the right to reject any offer it considers to represent an OCI. Your attention is directed to FAR 9.5 for further information on OCIs and Clause H-15 for detailed OCI contract restrictions/requirements.



2. Submission of an offer and acceptance of a contract under this solicitation constitute authority for Government officials to release necessary proprietary information to the Support contractor awarded under contract W52P1J-07-D-0010. The contractor shall immediately upon award of this contract, negotiate and execute an agreement with the Support contractor to permit access to necessary proprietary information, to protect against improper release of such information by the Support contractor in accordance with FAR 9.505-4, and to establish working relationships, cooperation, and joint participation in meeting LOGCAP program Support and CS/CSS Performance contractor needs. The agreements shall address, at a minimum, the following:



(1) Identify the parties and their relationship;

(2) Identify the program involved and the relevant Government contracts of the parties;

(3) Describe contractor interfaces by general subject matter;

(4) Specify categories of information to be exchanged or support to be provided;

(5) Give expiration date (or event) of the agreement

(6) State that if there is a conflict between the relevant Government contract(s) and the agreement, the contract(s) governs; and

(7) Have an agreement to protect proprietary data, including restrictions on employees. A copy of this agreement shall be made available to the Contracting Officer. This agreement should be concluded as quickly as possible after the contract awards. Failure to have this agreement in place may limit the work that may be awarded under this contract until such agreement is signed.



A-4 FACILITY CLEARANCE: none



Contractor must be able to demonstrate the existence of a current U.S. facility clearance to the SECRET level IAW DoDD 5220.22, National Industrial Security Program Operating Manual. This SECRET level clearance may also apply to affiliates, team members, and subcontractors if they have access to classified information. Contractor shall submit the required Facility Clearances for all entities who will be handling classified information (to include, but not limited to: subcontractors, teaming, and any joi nt ventures)(see Section C). The documentation identifying the Contractor' s Facility Clearance(s) shall be kept current for this contract unless determined unnecessary by the PCO. The lack of the proper Facility Clearance(s) will remove the Contractor from further consideration of a task order/contract award.



A-5 Task Order Competition: none



1. Task Orders (TOs).none Multiple TOs are anticipated to be issued during the performance period of this contract. Task order competitions may include an option provision. In accordance with the Federal Acquisition Streamlining Act (FASA) and FAR 16.505(b), the Contracting Officer (KO) will give each awardee a fair opportunity to be considered for each order unless one of the conditions in FAR 16.505(b)(2) apply. Procedures and selection factors which may be considered for each TO which provide fair opportunity are identified below.



2. Fair Opportunity for Consideration on Each Requirement.none The Government intends to provide all awardees a fair opportunity for consideration in competition and award of requirements unless one of the exceptions in FAR 16.505(b)(2) apply. This fair opportunity will be provided through a Request for Proposal. Each Request for Proposal will identify the requirement and salient evaluation factors pertaining to that requirement. These factors are summarized below and will be detailed in the actual Requests for Proposals. As work proceeds under this contract, past performance report records submitted with the original proposal may be supplanted by current performance reports generated on Task Orders performed under this contract.

The Governments examination of existing information will be conducted in light of the functional/technical/past performance areas of the requirement and used to determine which awardees will be requested to submit a proposal for the requirement when an exception to Fair Opportunity exists.

The exceptions to Fair Opportunity are:



1) The agency need for the supplies or services is so urgent that providing a fair opportunity would result in unacceptable



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delays;



2) Only one awardee is capable of providing the supplies or services required at the level of quality required because the supplies or services ordered are unique or highly specialized;

3) The order must be issued on a sole-source basis in the interest of economy and efficiency as a logical follow-on to an order already issued under the contract, provided that all awardees were given a fair opportunity to be considered for the original order.

4) It is necessary to place an order to satisfy a minimum guarantee.



IDIQ awardees may request review by the HQ ASC Task and Delivery Order Ombudsman. Complaints from the contractor will be reviewed to ensure that all are afforded a fair opportunity to be considered. The HQ AFSC Task and Delivery Order Ombudsman is Mr. Gregory Kwinski. Mr. Kwinskis contact information is:

Mr. Gregory Kwinski



AMSAS-GC

Rock Island, IL 61299-6500

(309) 782-3584

Email: Greg.kwinski@us.army.mil



3. Solicitation of Written Proposalnone The Contracting Officer will issue a Request for Proposal which will specify the details of the requirement, anticipated contract type, proposal requirement, proposal due date, evaluation factors and award selection criteria. Based on previous data submissions pursuant to the initial IDIQ contract awards, these will be proposals with due dates generally between 7 and 15 calendar days. More or less time may be necessary based on requirements and other circumstances, to include urgency. Proposal requirements will be stated in the requests and may include such things as:



Technical and Management Approach

Proposed Key Personnel

Numbers and hours of personnel by labor categories (to include any employee R&R, benefits, etc.)

All Costs (to include, but not limited to: Labor, subcontract, interdivisional, material, other direct costs, labor overhead, material overhead, G&A, Fixed fee or proposed base and award fee.)

Risks

Proposed Government Furnished Property/Government Furnished Equipment/Government Furnished Information

Security Approach (including clearance level for all key personnel, screening processes, etc.)

**Teaming Arrangement Approach (to include but not limited to subcontracting approach, partnering, associate agreements, etc.)

Integration of Requirements (to include but not limited to: maintaining a base, competition, and establishing PWS



workload requirements that creates an environment for gaining cost effectiveness and efficiencies).



Transition from current contractor (if applicable)

Technical Execution Plan



Contractor is not authorized to commence task order performance prior to issuance of a signed TO provided by the PCO to begin work. No unfunded and/or optional tasks are allowed.

**To preclude any perception of improper competitive advantage, the Execution contractor and Support contractor cannot have any relationship that would create a conflict of interest. Each task order will require the contractor to have employee agreements that specify limitations on the kind of information employees can make available to their new employer and adequate company policies to protect sensitive or proprietary information.

Contractor shall provide written notification to the Contracting Officer, Administrative Contracting Officer and Contracting Officers Representative prior to adding any new labor category, rate, or fringe benefit. Contractor shall receive Contracting Officer approval prior to enacting the new labor category, rate or fringe benefit.



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4. Evaluation and Award of TOs.none Proposals will be evaluated pursuant to the criteria set forth in the Request for Proposals. The balance of this paragraph is a description of the intent of the Government in the solicitation, evaluation and award of TOs. It is anticipated that all competitively solicited requirements will be awarded as best value type awards. Award will be made to the Contractor providing the proposal with the best overall combination of technical skills, management abilities, cost, and past performance record. The Government may pay a premium on task orders for various reasons, including maintaining the benefits of a viable, competitive pool of LOGCAP IV contractors. This decision will be made on an individual task order basis.



5. The contractor will be required to submit a proposal for every Task Order RFQ/RFP the Government sends them. The requirement to submit a proposal for all task orders when requested is deemed a material term of the contract and failure to submit a proposal may subject the contract to termination for default.



*** END OF NARRATIVE A0003 ***



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SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS



B.1 All contract requirements will be awarded by Individual Task Order.



B.2. Please note the CLIN numbering system is as follows: Base year begins with zeros, i.e., 0001 through 0010.



Option years begin with 1 and are consecutive for each option year i.e., 1001, 2001, and 3001.



B.3. In task orders where initially fluctuating requirements stabilize, the Government reserves the right to convert contract types.

B.4 CLIN 0001 will be the minimum requirement for each year, all other CLINs will be awarded as requirements arise.



The Maximum amount of each contract will be $5 Billion per year.



B.5. The Cost/Prices submitted in any proposals may be used as a benchmark for cost/price comparison on subsequent task order competitions for similar requirements.





Base Year CLIN ITEM DESCRIPTION TOTAL AMOUNT 0001 Program Office $ 1,711,322.00 PWS paragraph 2.1 0002 Planning Input When Directed PWS paragraph 2.2 0003 Exercise Participation To Be Determined PWS paragraph 2.3 0004 Event Performance Submitted in Proposal Form PWS Paragraph 2.4 0005 Travel $ NSP As Needed PWS Paragraph 3.2 OPTION YEAR 1 CLIN ITEM DESCRIPTION TOTAL AMOUNT 1001 Program Office $ 1,397,089.00 PWS paragraph 2.1 1002 Planning Input When Directed PWS paragraph 2.2


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1003 Exercise Participation To Be Determined PWS paragraph 2.3 1004 Event Performance Submitted in Proposal Form PWS Paragraph 2.4 1005 Travel $ NSP As Needed PWS Paragraph 3.2 OPTION YEAR 2 CLIN ITEM DESCRIPTION TOTAL AMOUNT 2001 Program Office $ 1,439,013.00 PWS paragraph 2.1 2002 Planning Input When Directed PWS paragraph 2.2 2003 Exercise Participation To Be Determined PWS paragraph 2.3 2004 Event Performance Submitted in Proposal Form PWS Paragraph 2.4 2005 Travel $ NSP As Needed PWS Paragraph 3.2 OPTION YEAR 3 CLIN ITEM DESCRIPTION TOTAL AMOUNT 3001 Program Office $ 1,481,949.00


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PWS paragraph 2.1 3002 Planning Input When Directed PWS paragraph 2.2 3003 Exercise Participation To Be Determined PWS paragraph 2.3 3004 Event Performance Submitted in Proposal Form PWS Paragraph 2.4 3005 Travel $ NSP As Needed PWS Paragraph 3.2 OPTION YEAR 4 CLIN ITEM DESCRIPTION TOTAL AMOUNT 4001 Program Office $ 1,528,635.00 PWS paragraph 2.1 4002 Planning Input When Directed PWS paragraph 2.2 4003 Exercise Participation To Be Determined PWS paragraph 2.3 4004 Event Performance Submitted in Proposal Form PWS Paragraph 2.4 4005 Travel $ NSP As Needed PWS Paragraph 3.2 OPTION YEAR 5


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