Contract analysis

I. INTRODUCTION AND PURPOSE Whitmore Aerospace LLC ("Whitmore" or "Protester"), through its undersigned counsel at Calderwood & Harkness LLP, respectfully submits this Application for Issuance of a Standard Protective Order pursuant to 4 C.F.R. § 21.4 to govern the treatment of proprietary, confidential, and source selection sensitive information that is expected to be included in the Agency Report and other filings

II. BACKGROUND OF THE PROTEST On September 15, 2023, the Air Force, acting through the Air Force Life Cycle Management Center ("AFLCMC"), Sensors Directorate, Wright-Patterson Air Force Base, Ohio, awarded Contract No. FA8222-23-D-0193 to Halcyon Defense Systems Inc. under a competitive negotiated procurement conducted pursuant to FAR Part 15. The procurement was issued under North American Industry Classification Sy

III. NEED FOR A PROTECTIVE ORDER The need for a protective order in this proceeding is clear and compelling. The Agency Report is expected to include documents and information falling within at least the following categories of protected material, each of which warrants safeguarding under the terms of a protective order: Source Selection Sensitive Information. The Agency Report will include the complete Source Select

IV. PROPOSED TERMS OF THE PROTECTIVE ORDER Protester requests issuance of GAO's standard protective order, a copy of which is attached hereto as Exhibit A with the relevant case information and proposed admitted individuals inserted in the appropriate fields. The standard protective order includes the following key provisions, which Protester submits are appropriate and sufficient to protect the interests of all part

V. PERSONS TO BE ADMITTED UNDER THE PROTECTIVE ORDER Protester proposes the following individuals for admission under the protective order. Each individual's qualifications, role in the proceeding, and absence of competitive interest are set forth below. Detailed biographical information and bar admission credentials for each proposed admitted individual are provided in Exhibit B. A. Outside Counsel — Calderwood & Ha

1. Claudia Merritt — Responsible Partner Calderwood & Harkness LLP 1750 K Street NW, Suite 1100 Washington, D.C. 20006 Telephone: (202) 555-4100 Email: c.merritt@calderwoodharkness.com Bar Admissions: District of Columbia Bar (No. 487621); Virginia State Bar (No. 76903) Ms. Merritt is a partner in the Government Contracts and Litigation Practice Groups at Calderwood & Harkness LLP. She serves as the responsible partn

2. Lt. Col. (Ret.) Nathan Yardley — Of Counsel, Government Contracts Practice Group Calderwood & Harkness LLP 1750 K Street NW, Suite 1100 Washington, D.C. 20006 Telephone: (202) 555-4118 Email: n.yardley@calderwoodharkness.com Bar Admission: Virginia State Bar (No. 82456); admitted to practice before GAO Lt. Col. (Ret.) Yardley is Of Counsel in the Government Contracts Practice Group at Calderwood & Harkness LLP. He

3. Megan Zhao — Senior Associate, Litigation Calderwood & Harkness LLP 1750 K Street NW, Suite 1100 Washington, D.C. 20006 Telephone: (202) 555-4127 Email: m.zhao@calderwoodharkness.com Bar Admissions: District of Columbia Bar (No. 1058743); New York State Bar (No. 5421089) Ms. Zhao is a Senior Associate in the Litigation Practice Group at Calderwood & Harkness LLP. She will be responsible for hearing preparation, br

4. Janet K. Overmeyer — Principal, Ridgeline Consulting Group LLC Ridgeline Consulting Group LLC 4501 Fairfax Drive, Suite 200 Arlington, Virginia 22203 Telephone: (703) 555-8200 Email: j.overmeyer@ridgelineconsulting.com Ms. Overmeyer is the Principal of Ridgeline Consulting Group LLC, an aerospace and defense technical consulting firm specializing in manufacturing readiness assessments, defense acquisition program

VI. CERTIFICATION OF COMPLIANCE Each person proposed for admission under the protective order will execute a Protective Order Acknowledgment form, in the form prescribed by GAO or as attached to the proposed protective order in Exhibit A, prior to accessing any protected materials. Each acknowledgment form will be filed with GAO and served on the Agency and Intervenor. Undersigned counsel hereby certifies, pursuant t

1. None of the proposed admitted individuals — Claudia Merritt, Lt. Col. (Ret.) Nathan Yardley, Megan Zhao, or Janet K. Overmeyer — has a financial interest in the outcome of Contract No. FA8222-23-D-0193 or Solicitation No. FA8222-23-R-0087, other than through the attorney-client or consultant relationship with Whitmore Aerospace LLC in connection with this protest proceeding.

2. Each proposed admitted individual understands and accepts the obligation to protect the confidentiality of all materials designated as protected under the protective order, and each individual has been informed of the terms, conditions, and potential sanctions associated with the protective order.

3. Counsel for the Protester will establish and maintain comprehensive procedures to ensure full compliance with the protective order throughout the pendency of this proceeding and thereafter, including: (a) Secure physical storage of all paper copies of protected materials in a locked file cabinet or safe at Calderwood & Harkness LLP's offices at 1750 K Street NW, Suite 1100, Washington, D.C. 20006, accessible only

VII. NOTICE TO AGENCY AND INTERVENOR In accordance with 4 C.F.R. § 21.4 and GAO's procedural requirements, a copy of this Application for Protective Order, together with the attached Exhibits A and B, is being served simultaneously on the following parties by electronic filing through GAO's Electronic Protest Docketing System ("EPDS") and by electronic mail: Agency Counsel: Captain Lucas M. Hargrove, USAF, JAG Trial

VIII. REQUEST FOR RELIEF For the foregoing reasons, Protester Whitmore Aerospace LLC, through its undersigned counsel, respectfully requests that the Government Accountability Office issue a standard protective order in this matter that provides as follows:

1. Governing the Handling of Protected Information. The protective order shall govern the handling, use, disclosure, storage, and ultimate disposition of all proprietary, confidential, and source selection sensitive information contained in the Agency Report and all subsequent filings in GAO Case No. B-422187; B-422187.2, in accordance with the terms and provisions set forth in the proposed order attached as Exhibit

2. Admission of Designated Individuals. The following four individuals shall be admitted under the protective order and authorized to access protected materials: (a) Claudia Merritt, Partner, Calderwood & Harkness LLP; (b) Lt. Col. (Ret.) Nathan Yardley, Of Counsel, Calderwood & Harkness LLP; (c) Megan Zhao, Senior Associate, Calderwood & Harkness LLP; and (d) Janet K. Overmeyer, Principal, Ridgeline Consulting Group

3. Marking Requirements. All parties shall be required to mark protected materials in accordance with the protective order's marking conventions, clearly designating all documents containing protected information as "PROTECTED MATERIAL — SUBJECT TO PROTECTIVE ORDER — B-422187; B-422187.2" on each page.

4. Return or Destruction. The protective order shall require the return or destruction of all protected materials upon the conclusion of the protest proceeding, with written certification of compliance by each admitted individual within thirty (30) days.

IX. SIGNATURE Respectfully submitted, CALDERWOOD & HARKNESS LLP By: ________ Claudia Merritt Responsible Partner Calderwood & Harkness LLP 1750 K Street NW, Suite 1100 Washington, D.C. 20006 Telephone: (202) 555-4100 Facsimile: (202) 555-4199 Email: c.merritt@calderwoodharkness.com Counsel for Protester Whitmore Aerospace LLC Date: October 12, 2023 EXHIBIT A PROPOSED PROTECTIVE ORDER (STANDARD FORM) UNITED STATES GOV

1. Scope. This Protective Order governs the handling, use, disclosure, storage, and disposition of all information and documents designated as "Protected Material" in GAO Case No. B-422187; B-422187.2, relating to Solicitation No. FA8222-23-R-0087 and Contract No. FA8222-23-D-0193 issued by the Air Force Life Cycle Management Center (AFLCMC), Sensors Directorate.

2. Definition of Protected Material. "Protected Material" means any proprietary, confidential, source selection sensitive, trade secret, or other non-public information, in any form, that is designated as protected by any party or by GAO, including but not limited to: source selection documents, evaluation records, proposal excerpts, cost and pricing data, organizational conflict of interest materials, and any other

3. Admitted Individuals. Only the following individuals, who have executed the Protective Order Acknowledgment form attached hereto, are authorized to access Protected Material: (a) Claudia Merritt, Partner, Calderwood & Harkness LLP (b) Lt. Col. (Ret.) Nathan Yardley, Of Counsel, Calderwood & Harkness LLP (c) Megan Zhao, Senior Associate, Calderwood & Harkness LLP (d) Janet K. Overmeyer, Principal, Ridgeline Consult

4. Use Restriction. Protected Material shall be used solely for the purpose of this protest proceeding and any directly related proceedings. Protected Material shall not be used for any competitive, commercial, business development, proposal preparation, or other purpose.

5. Non-Disclosure. Admitted individuals shall not disclose Protected Material, or the substance thereof, to any person not admitted under this Order. This prohibition applies to all forms of communication, including oral, written, and electronic.

6. Marking. All documents containing Protected Material shall be clearly marked on each page: "PROTECTED MATERIAL — SUBJECT TO PROTECTIVE ORDER — B-422187; B-422187.2."

7. Storage. Protected Material in paper form shall be stored in a locked cabinet or safe at Calderwood & Harkness LLP, 1750 K Street NW, Suite 1100, Washington, D.C. 20006. Electronic copies shall be stored on secured, access-restricted, encrypted systems.

8. Filing with GAO. Any party filing documents with GAO that contain Protected Material shall file such documents in accordance with GAO's procedures for the submission of protected materials, including any required separate filing or redaction.

9. Return or Destruction. Within thirty (30) days after the conclusion of this proceeding, each admitted individual shall destroy or return all Protected Material, including copies, notes, extracts, and work product incorporating Protected Material, and shall certify compliance in writing to GAO and to the producing party.

10. Sanctions. Violation of this Protective Order may result in sanctions, including referral to applicable bar disciplinary authorities, exclusion from future admission under GAO protective orders, and such other remedial or punitive measures as the Comptroller General deems appropriate.

11. Duration. This Protective Order shall remain in effect from the date of issuance until the later of: (a) thirty (30) days after the final resolution of this protest proceeding (including any request for reconsideration), or (b) completion of the return or destruction of all Protected Material and certification thereof. SO ORDERED this __ day of ____, 2023. ________________________________________ GAO Attorney Pro

1. Claudia Merritt Position: Partner, Calderwood & Harkness LLP Address: 1750 K Street NW, Suite 1100, Washington, D.C. 20006 Bar Admissions: • District of Columbia Bar, No. 487621 (admitted 2005) • Virginia State Bar, No. 76903 (admitted 2004) Practice Areas: Government Contracts; Complex Civil Litigation; Bid Protests (GAO, COFC, Federal Circuit). Ms. Merritt's practice focuses on the representation of aerospace an

2. Lt. Col. (Ret.) Nathan Yardley Position: Of Counsel, Government Contracts Practice Group, Calderwood & Harkness LLP Address: 1750 K Street NW, Suite 1100, Washington, D.C. 20006 Bar Admission: • Virginia State Bar, No. 82456 (admitted 2009) • Admitted to practice before GAO, Procurement Law Division Practice Areas: Government Contracts; Federal Procurement Law; Bid Protests; Source Selection Advisory. Lt. Col. (Re

3. Megan Zhao Position: Senior Associate, Litigation Practice Group, Calderwood & Harkness LLP Address: 1750 K Street NW, Suite 1100, Washington, D.C. 20006 Bar Admissions: • District of Columbia Bar, No. 1058743 (admitted 2017) • New York State Bar, No. 5421089 (admitted 2016) Practice Areas: Complex Civil Litigation; Government Contracts Litigation; Bid Protests. Ms. Zhao has experience representing government cont

4. Janet K. Overmeyer Position: Principal, Ridgeline Consulting Group LLC Address: 4501 Fairfax Drive, Suite 200, Arlington, Virginia 22203 Professional Background: Ms. Overmeyer is a nationally recognized expert in aerospace and defense manufacturing readiness assessment, with over twenty-five years of experience in defense acquisition engineering, production readiness reviews, and infrared and electro-optical count