Contract analysis

I. INTRODUCTION AND IDENTIFICATION OF DECLARANT

1. My name is Donald R. Stokes. I am over the age of eighteen and am competent to testify regarding the matters set forth herein. I make this declaration of my own free will and in support of the bid protest filed by Whitmore Aerospace LLC ("WAL" or "Whitmore") before the United States Government Accountability Office ("GAO") challenging the Department of the Air Force's award of Contract No. FA8222-23-D-0193 to Halc

2. I currently serve as Vice President, Government Contracts, at Whitmore Aerospace LLC. My principal place of work is located at Whitmore's corporate headquarters, 2400 Dominion Ridge Parkway, Suite 800, Herndon, Virginia 20171. I have held this position continuously since 2016.

3. In my capacity as Vice President, Government Contracts, I am responsible for the oversight and direction of all government contract proposal development, contract administration, regulatory compliance, and post-award performance management for Whitmore Aerospace LLC. In this role, I supervise a team of approximately forty-five contracts professionals, proposal managers, and compliance specialists. I report directl

4. I have over twenty years of professional experience in defense procurement, government contracts, and acquisition management. Prior to joining Whitmore Aerospace LLC, I served for fourteen years as a civilian acquisition professional within the Department of Defense, including assignments with the Defense Contract Management Agency ("DCMA") and the Office of the Under Secretary of Defense for Acquisition and Susta

5. The purpose of this declaration is to provide sworn testimony setting forth the factual basis for Whitmore's bid protest, including the background of the procurement, Whitmore's proposal submission and qualifications, the evaluation and award process as disclosed during the debriefing, and the specific errors and prejudice that Whitmore contends warrant corrective action.

6. All facts set forth in this declaration are within my personal knowledge, except where otherwise indicated as based on information and belief, and are based on my direct involvement in the proposal preparation, discussions, and debriefing process, as well as on the business records of Whitmore Aerospace LLC that are created and maintained in the ordinary course of business under my supervision and direction. If ca

II. BACKGROUND ON WHITMORE AEROSPACE LLC

7. Whitmore Aerospace LLC is a Virginia limited liability company that was founded in 2009. The company's Employer Identification Number ("EIN") is 54-3298176. Whitmore is headquartered at 2400 Dominion Ridge Parkway, Suite 800, Herndon, Virginia 20171, and maintains a registered agent at 1021 E. Cary Street, Suite 1200, Richmond, Virginia 23219.

8. Whitmore's Chief Executive Officer is Marcus J. Whitmore, who founded the company and has led it since its inception. The company's Chief Financial Officer is Patricia "Trish" Langford, who has served in that capacity since 2015. I serve as Vice President, Government Contracts, and have done so since 2016, as stated above.

9. Whitmore is a well-established mid-tier defense contractor specializing in the design, development, and manufacture of advanced electro-optical and infrared countermeasure systems for military aircraft. As of the end of Fiscal Year 2022, Whitmore's annual revenue was approximately $214.6 million, and the company employed approximately 1,350 individuals across its facilities in Virginia, Ohio, and Alabama.

10. For purposes of government contracting, Whitmore's CAGE Code is 7W4K2, its DUNS Number is 08-417-6293, and its Unique Entity Identifier ("UEI") registered with SAM.gov is JK7RMVB4DL83. Whitmore is classified as an "other than small" (large) business under North American Industry Classification System ("NAICS") Code 336413, Other Aircraft Parts and Auxiliary Equipment Manufacturing, which is the NAICS code applica

11. Whitmore holds a facility security clearance at the Top Secret level, issued by the Defense Counterintelligence and Security Agency ("DCSA"), which enables the company to perform classified work in support of Department of Defense programs, including programs involving classified technologies related to infrared countermeasure systems, sensor assemblies, and targeting systems.

12. Whitmore's core capabilities are centered on the design and manufacture of directed infrared countermeasure ("DIRCM") subsystems, missile warning sensor assemblies, and electro-optical targeting pods for both fixed-wing and rotary-wing military aircraft. The company maintains a vertically integrated manufacturing capability that includes advanced optical assembly, precision machining, electronic systems integrati

13. A key member of Whitmore's supply chain is Pinnacle Precision Manufacturing Inc. ("Pinnacle"), an Ohio corporation headquartered at 6220 Industrial Parkway, Beavercreek, Ohio 45431. Pinnacle manufactures machined housings, gimbal assemblies, and other precision-machined structural components used in Whitmore's IRCM pod designs. Pinnacle has been a trusted subcontractor to Whitmore since 2013 and has held a facili

III. WHITMORE'S PRIOR IRCM CONTRACT PERFORMANCE

14. Whitmore has an established and documented track record of successful performance on contracts for infrared countermeasure systems substantially similar to the requirements of the solicitation at issue in this protest. Most directly relevant is Contract No. FA8222-19-C-0041, a firm-fixed-price production contract valued at $92.4 million, awarded by the same AFLCMC contracting activity that issued Solicitation FA8

15. Contract No. FA8222-19-C-0041 was performed during the period of 2019 through 2022 and encompassed the production and delivery of AN/AAQ-45 IRCM pod subassemblies for integration into fixed-wing and rotary-wing aircraft platforms. The contract required Whitmore to manufacture infrared countermeasure subsystem components, including sensor assemblies, laser pointer/tracker modules, and structural pod housings, and

16. Whitmore successfully delivered all production units under Contract No. FA8222-19-C-0041 on schedule and within budget. Throughout the entire performance period, Whitmore did not receive any cure notices, show-cause letters, or negative Contractor Performance Assessment Reports ("CPARs"). To the contrary, Whitmore received consistently positive performance assessments from the government's Contracting Officer's R

17. The requirements of Contract No. FA8222-19-C-0041 are directly analogous to and overlapping with the requirements set forth in Solicitation FA8222-23-R-0087. Whitmore's successful performance on this prior contract formed a principal basis for the Past Performance volume of Whitmore's proposal submitted in response to the solicitation. I am confident, and the evaluation results confirmed, that Whitmore's Past Per

18. In addition to the above-referenced Air Force contract, Whitmore has performed IRCM-related contracts for the United States Navy involving similar infrared countermeasure and electro-optical sensor technologies. These Navy contracts further demonstrate Whitmore's breadth of experience across military services and its capability to perform the requirements of the solicitation at issue.

IV. THE SOLICITATION — FA8222-23-R-0087 A. Issuance and Amendments

19. On March 14, 2023, the Air Force Life Cycle Management Center ("AFLCMC"), Sensors Directorate, located at Wright-Patterson Air Force Base, Ohio 45433, issued Solicitation No. FA8222-23-R-0087 seeking proposals for the design, production, and sustainment of infrared countermeasure pod assemblies and related engineering, spare parts, and technical data support. The Contracting Officer for the procurement was Colone

20. The solicitation contemplated a competitive negotiated procurement conducted under the procedures set forth in Federal Acquisition Regulation ("FAR") Part 15, Contracting by Negotiation. The applicable NAICS Code was 336413 (Other Aircraft Parts and Auxiliary Equipment Manufacturing), and the Product Service Code ("PSC") was 1270, Aircraft Survivability Equipment.

21. The solicitation sought proposals for an indefinite-delivery/indefinite-quantity ("IDIQ") contract with firm-fixed-price task orders, with a total contract ceiling of $387,500,000 over a five-year ordering period consisting of a base year and four option years. The solicitation established a guaranteed minimum order value of $14,200,000 over the life of the contract.

22. The contract line item number ("CLIN") structure set forth in the solicitation was as follows: • CLIN 0001: IRCM Pod Assembly, Production Units (firm-fixed-price) • CLIN 0002: Engineering Support Services (firm-fixed-price per labor hour) • CLIN 0003: Spare Parts and Repair Kits (firm-fixed-price) • CLIN 0004: Data and Technical Publications (firm-fixed-price)

23. The place of performance was specified as the contractor's facility, with additional performance involving government-furnished property at the Warner Robins Air Logistics Complex, Robins Air Force Base, Georgia.

24. Between issuance and proposal submission, the Air Force issued three amendments to the solicitation: (a) Amendment 0001, issued April 7, 2023, extended the proposal due date and revised the Section L instructions governing proposal preparation and submission. A true and correct copy of Amendment 0001 is attached hereto as Exhibit B. (b) Amendment 0002, issued April 28, 2023, added Contract Data Requirements List

25. Whitmore acknowledged receipt of all three amendments and incorporated the revised requirements into its proposal preparation. B. Evaluation Criteria (Section M)

26. Section M of the solicitation, as amended, set forth the following evaluation factors and subfactors for award, listed in descending order of importance: Factor 1: Technical Approach — Most Important Subfactor 1(a): System Design & Integration Subfactor 1(b): Manufacturing Readiness Subfactor 1(c): Test & Evaluation Plan Factor 2: Past Performance — Important Factor 3: Management Approach — Important Subfactor 3(

27. With respect to the relative importance of the evaluation factors, the solicitation expressly stated that the technical and non-price factors, when combined, were "significantly more important" than price. Price was evaluated for reasonableness and realism but was designated as the least important evaluation factor.

28. For Factors 1 through 3, the solicitation provided that proposals would be evaluated using the following adjectival ratings: Outstanding, Good, Acceptable, Marginal, and Unacceptable. For Factor 2, Past Performance, the solicitation stated that proposals would be assessed using the following confidence ratings: Substantial Confidence, Satisfactory Confidence, Neutral Confidence, Limited Confidence, and No Confide

29. A true and correct copy of excerpts from the solicitation, including Sections L and M (as amended), is attached hereto as Exhibit A.

V. WHITMORE'S PROPOSAL SUBMISSION

30. Whitmore timely submitted its proposal in response to Solicitation No. FA8222-23-R-0087 on June 2, 2023, which was the amended proposal due date established by Amendment 0001. The proposal was submitted electronically in accordance with the instructions set forth in Section L of the solicitation.

31. Whitmore's proposal was prepared by an internal proposal team under my supervision and direction, with the assistance of Ridgeline Consulting Group LLC ("Ridgeline"), a government contracts consulting firm whose principal, Janet K. Overmeyer, provided expert support in preparing the Technical Approach and Management Approach volumes. Ridgeline assisted with the structuring, drafting, and compliance review of thes

32. Whitmore's proposal reflected the company's extensive experience in the design and manufacture of directed infrared countermeasure systems, including the full range of capabilities described in Section II of this declaration. In particular, the proposal highlighted the following: (a) Whitmore's proven DIRCM manufacturing experience, including the successful performance of Contract No. FA8222-19-C-0041 for the sam

33. In addition, Whitmore's proposal included a comprehensive Test & Evaluation Plan describing the testing methodology and infrastructure to be employed for qualification testing, acceptance testing, and reliability growth testing of the IRCM pod assemblies, drawing on the company's in-house environmental testing laboratory and established test protocols developed during the AN/AAQ-45 program.

34. Whitmore's Price volume proposed an evaluated total price of $343,800,000 for the full IDIQ contract ceiling quantity across the base year and four option years.

VI. COMPETITIVE RANGE DETERMINATION AND DISCUSSIONS A. Competitive Range

35. On August 3, 2023, the Air Force established the competitive range for Solicitation No. FA8222-23-R-0087. The competitive range included three offerors: Whitmore Aerospace LLC, Halcyon Defense Systems Inc., and Marlowe Asset Management Electro-Optics Corp.

36. Marlowe Asset Management Electro-Optics Corp. ("Marlowe Asset Management"), a Delaware corporation headquartered at 900 Technology Court, Colorado Springs, Colorado 80919, was subsequently excluded from the competitive range. Based on information disclosed during the debriefing and in subsequent communications, I understand that Marlowe Asset Management was excluded because it received a "Marginal" rating under F

37. Following the exclusion of Marlowe Asset Management, two offerors remained in the competitive range: Whitmore and Halcyon. B. Discussion Period: August 14–25, 2023

38. The Air Force conducted discussions with the two remaining offerors during the period of August 14 through August 25, 2023. During this discussion period, the Air Force communicated Evaluation Notices ("ENs") to Whitmore identifying areas of the proposal that the evaluators considered to contain weaknesses or areas requiring clarification.

39. Whitmore received two Evaluation Notices during this period: (a) Evaluation Notice EN-WAL-001: This EN was directed to Whitmore's Manufacturing Readiness subfactor, Factor 1(b). EN-WAL-001 identified an alleged weakness in Whitmore's proposal, specifically questioning the scalability of Whitmore's existing production line to accommodate higher-rate production scenarios that could be required under the IDIQ contra

40. Whitmore responded substantively and thoroughly to both EN-WAL-001 and EN-WAL-002. Whitmore's responses included detailed production capacity analyses prepared by Whitmore's Director of Manufacturing Operations, supplemented by facility expansion plans and capital expenditure projections demonstrating Whitmore's ability to scale production to meet maximum order quantities under the IDIQ contract. The responses al

41. Based on information obtained during the September 22, 2023 debriefing, and upon subsequent review of evaluation materials made available to Whitmore's counsel, I have learned that the Air Force did not issue any Evaluation Notices to Halcyon Defense Systems Inc. regarding its Supply Chain Risk Management subfactor, Factor 3(b), during the August 14–25, 2023 discussion period. I state this on information and beli

42. This omission is significant. The evaluation results disclosed during the debriefing revealed that Halcyon received only an "Acceptable" rating under Factor 3(b), Supply Chain Risk Management. Moreover, internal Source Selection Evaluation Board ("SSEB") evaluation notes — which were referenced by the Air Force during the debriefing and subsequently confirmed through review of evaluation materials — identified a

43. Despite the SSEB's documented "significant concern" about this aspect of Halcyon's proposal, the Air Force elected not to raise the issue with Halcyon during discussions. This failure is particularly notable given that the Air Force simultaneously issued two Evaluation Notices to Whitmore on its Manufacturing Readiness subfactor, Factor 1(b), for concerns that were, in Whitmore's assessment, comparatively less se

44. It is my understanding that the requirement to conduct meaningful and equal discussions is a fundamental principle of competitive negotiated procurements under FAR Part 15. The failure of the Air Force to raise its "significant concern" regarding Halcyon's supply chain reliance on Meridian Semiconductor GmbH, while simultaneously issuing two ENs to Whitmore addressing alleged Manufacturing Readiness weaknesses, c

45. On September 1, 2023, the deadline established by the Contracting Officer for the submission of Final Proposal Revisions ("FPRs"), Whitmore timely submitted its FPR. Whitmore's FPR addressed and incorporated the revisions and supplemental information provided in response to EN-WAL-001 and EN-WAL-002, including the detailed production capacity analyses, facility expansion plans, and surge production capability doc

46. I am not privy to the content or substance of Halcyon's Final Proposal Revision, but I note that, absent any Evaluation Notice raising the SSEB's concern about Meridian Semiconductor GmbH, Halcyon would have had no reason to address or mitigate this supply chain risk in its FPR.

VII. AWARD DECISION AND NOTIFICATION

47. On September 15, 2023, the Air Force awarded Contract No. FA8222-23-D-0193 to Halcyon Defense Systems Inc. The Source Selection Authority ("SSA") for the procurement was Brigadier General Harlan T. Jeffcoat, USAF. The Source Selection Evaluation Board ("SSEB") was chaired by Dr. Yolanda R. Fenn.

48. On September 18, 2023, Whitmore received written notification from the Contracting Officer, Colonel Diane W. Prescott, that Whitmore was an unsuccessful offeror and that the contract had been awarded to Halcyon. A true and correct copy of the award notification letter is attached hereto as Exhibit H.

49. On September 19, 2023, within one business day of receiving the award notification, Whitmore submitted a written request for a debriefing pursuant to 10 U.S.C. § 3304 (formerly 10 U.S.C. § 2305(b)(5)).

VIII. THE DEBRIEFING — SEPTEMBER 22, 2023

50. On September 22, 2023, the Air Force conducted a written enhanced debriefing pursuant to 10 U.S.C. § 3304. The debriefing materials were provided to Whitmore by the Contracting Officer and included a summary of the evaluation results for both Whitmore and the successful offeror, Halcyon, as well as a summary of the Source Selection Decision Document ("SSDD"). True and correct copies of the debriefing materials ar

51. The debriefing disclosed the following evaluation results for Whitmore and Halcyon:

52. The debriefing materials disclosed that Whitmore's total evaluated price was $343,800,000 and that Halcyon's total evaluated price was $361,200,000. The price differential between the two proposals was $17,400,000 — representing a 4.82% price advantage in Whitmore's favor — meaning the government would pay $17.4 million more for Halcyon's proposal than it would for Whitmore's.