Contract analysis

1. Purpose and Engagement Confirmation We are pleased to confirm that Whitmore Aerospace LLC ("Whitmore" or the "Client") has engaged Calderwood & Harkness LLP (the "Firm") to represent it in connection with a bid protest before the United States Government Accountability Office ("GAO"), designated as GAO Case No. B-422187; B-422187.2. This engagement letter (the "Letter") sets forth the terms and conditions under wh

2. Scope of Representation The Firm will represent Whitmore in filing and prosecuting a bid protest before the GAO challenging the United States Department of the Air Force's award of Contract No. FA8222-23-D-0193 to Halcyon Defense Systems Inc. ("Halcyon" or the "Awardee") under Solicitation No. FA8222-23-R-0087 (the "Solicitation"). The procurement at issue involves an indefinite-delivery/indefinite-quantity ("IDIQ

3. Responsible Partner and Billing Partner Claudia Merritt is designated as the Responsible Partner for this engagement. In this capacity, Ms. Merritt will have primary responsibility for the overall direction and supervision of the Firm's work on behalf of the Client, including strategic decision-making, quality control, and client communications regarding the substance of the engagement. Ms. Merritt will serve as t

4. Engagement Team The Firm has assembled a cross-practice engagement team with the expertise and experience necessary to prosecute this protest effectively. The following attorneys and professionals have been assigned to this matter: Claudia Merritt — Responsible Partner. Ms. Merritt is a partner in the Firm's Banking & Finance practice group. While her primary area of expertise lies in banking and finance, Ms. Merr

5. Fee Arrangement 5.1 Hourly Rates The Firm will bill for its services on a blended hourly rate basis. The applicable blended rates for each category of timekeeper are as follows: These rates are blended rates reflecting the Firm's standard rate structure for government contracts protest matters. The blended rates are inclusive of all timekeeper-level variations within each category and account for the particular na

6. Costs and Expenses In addition to attorneys' fees, the Client will be responsible for reimbursement of reasonable out-of-pocket costs and expenses incurred by the Firm in connection with the engagement. Costs and expenses that may be incurred include, but are not limited to, the following: (a) Expert Consultant Fees. Fees charged by expert consultants retained to support the protest, including technical advisors s

7. Protest Cost Reimbursement If the protest is sustained by the GAO, the Client may be entitled to reimbursement of reasonable protest costs, including attorneys' fees and protest-related expenses, as recommended by the GAO pursuant to its decision and in accordance with 4 C.F.R. § 21.8(d) and (f). Such a recommendation is within the GAO's discretion and typically directs the procuring agency to reimburse the protes

8. Client Responsibilities The effective prosecution of the bid protest requires the active cooperation and participation of the Client. Accordingly, the Client agrees to the following: (a) Access to Documents and Information. The Client will provide the Firm with timely access to all relevant documents, information, records, and data necessary for the prosecution of the protest, including but not limited to the Clie

9. Confidentiality All communications between the Firm and the Client in connection with this engagement are protected by the attorney-client privilege and the work product doctrine. The Firm will maintain the confidentiality of all Client information received in connection with this engagement in accordance with the District of Columbia Rules of Professional Conduct, Rule 1.6, and all other applicable rules of profe

10. Conflicts of Interest The Firm has conducted a comprehensive conflicts check in connection with this engagement. Based on the results of that review, the Firm confirms that, as of the date of this Letter, no conflicts of interest exist with respect to the representation of Whitmore Aerospace LLC in this matter that would preclude the Firm from undertaking the engagement. The conflicts check encompassed a review o

11. Termination Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. In the event of termination by the Client, the termination will be effective upon receipt of the Client's written notice by the Firm. In the event of termination by the Firm, the termination will be effective upon reasonable notice to the Client and in compliance with the Firm's obligations

12. No Guarantee of Outcome While the Firm will exercise its best professional judgment and devote its diligent efforts to the prosecution of the protest on behalf of the Client, no guarantee or assurance is made or implied regarding the outcome of the GAO proceedings. The Client acknowledges that GAO protest outcomes depend on many factors beyond the Firm's control, including the content and completeness of the agen

13. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this engagement letter or the Firm's representation of the Client under this Letter, including any dispute regarding the Firm's fees, costs, or the

14. Acceptance If the foregoing terms and conditions accurately reflect your understanding of the engagement, please sign and date both copies of this Letter in the space provided below and return one signed copy to the undersigned at the Firm's offices at 1750 K Street NW, Suite 1100, Washington, D.C. 20006, or by email to c.merritt@calderwoodharkness.com. The second copy is for the Client's records. By signing this