Contract analysis

I. Purpose This memorandum documents the results of a comprehensive conflict of interest check conducted in connection with the proposed engagement of Whitmore Aerospace LLC ("Whitmore" or "WAL") as a new client of Calderwood & Harkness LLP. The proposed representation concerns a bid protest matter to be filed and prosecuted before the United States Government Accountability Office ("GAO"). This memorandum has been p

II. Proposed Client Information The following information has been gathered from the prospective client's initial intake materials, publicly available records (including the System for Award Management ("SAM.gov")), and information provided directly by Mr. Stokes during the initial client meeting. Business Description. Whitmore Aerospace LLC is a Virginia-based aerospace and defense manufacturer specializing in direc

III. Parties and Entities Searched The following parties and entities were identified as relevant to the proposed engagement and were run through the firm's conflicts management system (Ridgeway Health IT, version 6.4.2). Each party is identified by name, its role in the matter, and the search terms used. The searches were designed to capture all known variations of each party's name, as well as the names of key indi

1. Halcyon Defense Systems Inc. ("Halcyon" or "HDS") Halcyon Defense Systems Inc. is the awardee of Contract No. FA8222-23-D-0193 under Solicitation No. FA8222-23-R-0087 and is the party whose contract award Whitmore seeks to challenge in the proposed GAO protest. Halcyon is anticipated to intervene in the protest pursuant to 4 C.F.R. § 21.0(b) and will therefore be the primary adverse party for purposes of this conf

2. Halcyon Analytical Services LLC ("HAS") Halcyon Analytical Services LLC is a wholly owned subsidiary of Halcyon Defense Systems Inc. HAS is relevant to the proposed protest because it performed an Analysis of Alternatives ("AoA") study under Contract No. FA8222-21-C-0018, valued at approximately $2.3 million, that is the subject of Ground 3 of the proposed protest. Ground 3 alleges that Halcyon Defense Systems Inc

3. U.S. Department of the Air Force (Procuring Agency) The U.S. Department of the Air Force is the procuring agency responsible for the contract award being challenged. The specific contracting activity is the Air Force Life Cycle Management Center ("AFLCMC"), Sensors Directorate, located at Wright-Patterson Air Force Base, Ohio 45433. In bid protest proceedings before the GAO, the procuring agency files an agency re

4. Marlowe Asset Management Electro-Optics Corp. Marlowe Asset Management Electro-Optics Corp. was the third offeror that submitted a proposal in response to Solicitation No. FA8222-23-R-0087. Marlowe Asset Management was eliminated from the competitive range on or about August 3, 2023, having received a "Marginal" adjectival rating under Factor 1 (Technical Approach) and having submitted an evaluated price of $398.6

5. Kessler, Pratt & Dunaway LLP ("KPD") Kessler, Pratt & Dunaway LLP is anticipated to serve as counsel for Halcyon Defense Systems Inc. in the bid protest proceeding. KPD is a mid-size government contracts litigation boutique with offices in the Tysons, Virginia area. Based on preliminary communications and publicly available information, the firm understands that Theodore "Ted" J. Dunaway will serve as lead partner

6. Agency Counsel — Office of the General Counsel, Department of the Air Force The Department of the Air Force will be represented in the bid protest proceeding by attorneys from the Office of the General Counsel (SAF/GCQ). Based on information available at the time of this conflict check, the anticipated agency counsel include the following individuals: Search Terms Used: "Hargrove," "Castellano," "SAF/GCQ," "Lucas

7. Meridian Semiconductor GmbH Meridian Semiconductor GmbH is a German limited liability company (Gesellschaft mit beschränkter Haftung) headquartered in Dresden, Germany. Meridian serves as Halcyon's sole-source supplier of gallium arsenide ("GaAs") sensor wafers, which are a critical component in the IRCM pod assemblies at issue in the solicitation. Meridian is relevant to the proposed protest because Ground 2 of t

8. Pinnacle Precision Manufacturing Inc. Pinnacle Precision Manufacturing Inc. is an Ohio corporation that serves as Whitmore's key subcontractor for the proposed IRCM pod design. Pinnacle manufactures machined housings and gimbal assemblies that are integral to Whitmore's technical approach. Pinnacle holds a Secret-level facility security clearance, which it has maintained since 2014. As a subcontractor to the prosp

9. Ridgeline Consulting Group LLC Ridgeline Consulting Group LLC is a Virginia limited liability company that served as Whitmore's proposal consultant during the preparation and submission of Whitmore's technical and management proposal volumes in response to Solicitation No. FA8222-23-R-0087. Ridgeline's principal, Janet K. Overmeyer, is expected to provide an expert declaration in support of the protest, likely add

10. Clearwater Surety Corporation Clearwater Surety Corporation is an Illinois corporation that issued the bid guarantee (Standard Form 28) in connection with Whitmore's proposal under the solicitation. While the surety's role in the protest itself is limited, the firm's policy requires a search of surety companies and financial institutions associated with the prospective client's bid to confirm the absence of any a

IV. Conflict Check Methodology The conflict of interest searches described in this memorandum were conducted during the period of September 23 through September 25, 2023, using the firm's conflicts management database, Ridgeway Health IT (version 6.4.2), which is the centralized conflict detection system maintained by Calderwood & Harkness LLP in accordance with the firm's New Business Intake and Conflict of Interest

V. Search Results The following summarizes the results of the conflict searches for each party and entity identified in Section III. A. Halcyon Defense Systems Inc. / Halcyon Analytical Services LLC Result: No conflict identified. The conflicts management database returned no results for Halcyon Defense Systems Inc. or any variant of its name. No current client relationship, former client relationship (within the sev

I. Key Individuals Result: No conflict identified. Individual name searches were conducted for all key individuals listed in Section III.F of this memorandum. No hits were returned for any individual. No prior personal representations, family relationships, or financial interests were identified among the engagement team members with respect to any individual associated with an adverse party, interested party, or oth

VI. Engagement Team Confirmation Consistent with the firm's conflicts policy, each proposed engagement team member was individually contacted and asked to confirm the absence of any personal conflict of interest, prior representation, personal or family relationship, or financial interest that would affect the team member's ability to represent Whitmore Aerospace LLC in the proposed engagement, adverse to Halcyon Def

VII. Special Considerations A. Government Client / Revolving Door Analysis Nathan Yardley is a retired United States Air Force Lieutenant Colonel who joined Calderwood & Harkness LLP as Of Counsel in the Government Contracts practice group following his separation from active military service. In accordance with the firm's policy on government ethics and revolving door restrictions, Mr. Yardley's prior government ser

VIII. Conclusion and Clearance Based on the comprehensive conflict of interest check described in this memorandum — encompassing automated searches of the firm's conflicts management database, supplemental manual review of active matter lists across three practice groups, individual confirmation from each proposed engagement team member, and a review of post-government employment restrictions applicable to a former m

IX. Distribution and Retention This memorandum shall be retained in the official matter file for Engagement Number 1019-00003 (Whitmore Aerospace LLC — GAO Bid Protest (B-422187)) and a copy shall be filed with the Office of the General Counsel, Calderwood & Harkness LLP, in accordance with the firm's document retention policy for conflict check memoranda. Distribution of this memorandum is limited to the following i