Contract analysis

I. Purpose and Scope of Memorandum This memorandum sets forth the comprehensive preparation plan for the testimony of Donald R. Stokes at the telephonic hearing before the Government Accountability Office scheduled for January 4, 2024, in connection with the bid protests docketed at B-422187 and B-422187.2. This memorandum is intended to guide the preparation sessions with Mr. Stokes, to identify the key themes and f

II. Hearing Format and Logistics The hearing on January 4, 2024 will be conducted by telephone. Dial-in information is expected to be confirmed by the GAO in advance of the hearing date, consistent with the scheduling correspondence exchanged on December 15, 2023, between Megan Zhao and GAO Senior Attorney Angela M. Palermino. As of the date of this memorandum, the specific dial-in number and access code have not yet

1. Donald R. Stokes (Protester's witness) — direct examination by Calderwood & Harkness LLP, followed by cross-examination by agency counsel (Capt. Hargrove) and intervenor's counsel (Mr. Dunaway and/or Ms. Sorensen).

2. Greta M. Holloway (Intervenor's witness) — direct examination by Kessler, Pratt & Dunaway LLP, followed by cross-examination by Calderwood & Harkness LLP and agency counsel.

3. Col. Diane W. Prescott, USAF (Agency's witness) — direct examination by agency counsel, followed by cross-examination by Calderwood & Harkness LLP and intervenor's counsel. Calderwood & Harkness will conduct the direct examination of Mr. Stokes. It is expected that Claudia Merritt will conduct the direct examination, with Nathan Yardley available to handle any redirect. Cross-examination of Mr. Stokes will be cond

III. Witness Background Summary A. Professional Background of Donald R. Stokes Donald R. Stokes serves as Vice President, Government Contracts, at Whitmore Aerospace LLC, a leading defense contractor headquartered at 2400 Dominion Ridge Parkway, Suite 800, Herndon, Virginia 20171. In this capacity, Mr. Stokes is responsible for overseeing all aspects of Whitmore's government contract proposals, contract negotiations,

IV. Key Themes to Emphasize During Testimony The following themes should be woven throughout Mr. Stokes's testimony, both on direct examination and in his responses during cross-examination. These themes are designed to establish the factual foundation for our legal argument that Halcyon possesses an unmitigated OCI that prejudiced Whitmore and undermined the integrity of the competition. A. The AoA Study Shaped the

V. Anticipated Direct Examination Questions (Calderwood & Harkness) The following is the anticipated sequence of questions for Mr. Stokes's direct examination. Claudia Merritt will conduct the direct examination. The questions are organized by topic, and suggested responses or areas of emphasis are noted where appropriate. Mr. Stokes should answer each question in his own words; the questions below are intended to gu

VI. Anticipated Cross-Examination Questions — Agency Counsel (Capt. Lucas M. Hargrove) Capt. Hargrove's cross-examination is expected to focus on three themes: (1) the limits of Mr. Stokes's knowledge regarding the AoA study's contents; (2) the suggestion that Whitmore had equivalent access to information through its prior contract performance and industry activities; and (3) the adequacy of the Air Force's OCI mitig

VII. Anticipated Cross-Examination Questions — Intervenor's Counsel (Theodore "Ted" J. Dunaway, Kessler, Pratt & Dunaway LLP) Mr. Dunaway is an experienced and aggressive government contracts litigator. His cross-examination is expected to focus on the corporate separateness of Halcyon Analytical Services LLC and Halcyon Defense Systems Inc., the lack of direct evidence of information sharing between the two entities

VIII. Areas to Avoid / Cautionary Instructions The following cautionary instructions must be reviewed with Mr. Stokes during each preparation session and reinforced immediately before the hearing. These instructions are designed to prevent Mr. Stokes from inadvertently waiving privileges, disclosing protected material, venturing beyond the scope of the hearing, or making statements that could be used against Whitmore

IX. Preparation Session Schedule Three preparation sessions are scheduled with Mr. Stokes in advance of the January 4, 2024 hearing. The sessions are designed to progressively build Mr. Stokes's readiness, starting with a comprehensive review of the preparation materials, proceeding to a mock cross-examination, and concluding with a final run-through and logistics confirmation. Session 1 — December 30, 2023 (Saturday

X. Document Review Checklist for Stokes The following documents should be provided to Mr. Stokes for review in advance of Session 1, to the extent they are not already in his possession. All documents are unprotected and may be reviewed by Mr. Stokes without restriction. The documents designated as protected under the GAO Protective Order are expressly excluded from this list.

1. Stokes's Declaration (filed September 26, 2023). Mr. Stokes must review his own sworn declaration carefully to refresh his recollection and ensure that his hearing testimony is fully consistent with the statements made in the declaration. Any inconsistency between the declaration and his hearing testimony will be exploited by opposing counsel and could undermine his credibility as a witness. If Mr. Stokes identifi

2. Debriefing materials received September 22, 2023. Mr. Stokes should review any notes, slides, or written materials provided during the debriefing to refresh his recollection of what was disclosed regarding Whitmore's evaluation ratings, the general basis for the tradeoff rationale and award decision, and any information disclosed about the OCI mitigation plan. The scope of what was disclosed at the debriefing defi

3. Publicly available contract records for the Halcyon AoA study (Contract No. FA8222-21-C-0018). Mr. Stokes should review the publicly available information about this contract, including the scope of work description, period of performance, total contract value, contracting office, and deliverables as described in FPDS and USASpending.gov. This publicly available information forms the basis for Mr. Stokes's testimo

4. Whitmore's prior contract records (Contract No. FA8222-19-C-0041). Mr. Stokes should review the key terms of Whitmore's prior contract to support his testimony about Whitmore's experience, capabilities, and familiarity with IRCM systems.

5. Solicitation FA8222-23-R-0087 (as amended through Amendment 0003, dated May 12, 2023). Mr. Stokes should review the following sections of the solicitation: • Section C (Statement of Work) — the technical requirements for IRCM pod assemblies • Section L (Instructions to Offerors) — the proposal preparation instructions • Section M (Evaluation Criteria) — the evaluation factors and subfactors, including the Manufact

6. Documents NOT to be reviewed. Mr. Stokes should NOT review the Agency Report (AR), the SSEB evaluation narratives or scoring sheets, the SSDD, or any other documents marked as protected under the GAO Protective Order. He should not review any documents provided to Calderwood & Harkness under the Protective Order, including but not limited to AR Tabs 1 through 47.

XI. Coordination with Other Witnesses and Counsel Whitmore's Witness Whitmore's only witness at the January 4, 2024 hearing is Donald R. Stokes. Janet K. Overmeyer of Ridgeline Consulting Group LLC was admitted as a technical advisor under the GAO Protective Order and has provided a declaration in support of the initial protest. However, Ms. Overmeyer's declaration addresses Manufacturing Readiness issues (relevant t