PROTECTIVE ORDER ACKNOWLEDGMENT FORMS — ADMITTED COUNSEL

B-422187; B-422187.2

GAO Case No. B-422187; B-422187.2

BEFORE THE UNITED STATES GOVERNMENT ACCOUNTABILITY OFFICE PROCUREMENT LAW DIVISION

PROTECTIVE ORDER ACKNOWLEDGMENT FORMS OF ADMITTED COUNSEL FOR PROTESTER

The undersigned counsel of record for the protester, Whitmore Aerospace LLC, from the law firm of Calderwood & Harkness LLP, hereby submit the executed Protective Order Acknowledgment Forms in connection with the Protective Order issued by the Government Accountability Office on October 12, 2023, in the above-captioned bid protest matter. These forms are submitted pursuant to 4 C.F.R. § 21.4 and in accordance with the procedures set forth in the Protective Order governing the treatment and handling of Protected Material produced or disclosed during the course of this protest proceeding.

The following attorneys have been designated as "Admitted Counsel" under the Protective Order and have each individually executed an Acknowledgment of Obligations Under Protective Order, copies of which are attached hereto and incorporated herein:

1. Claudia Merritt, Partner, Calderwood & Harkness LLP — Acknowledgment Form No. 1;

2. Lt. Col. (Ret.) Nathan Yardley, Of Counsel, Calderwood & Harkness LLP — Acknowledgment Form No. 2; and

3. Megan Zhao, Senior Associate, Calderwood & Harkness LLP — Acknowledgment Form No. 3.

Each of the above-named attorneys has received, reviewed, and understands the terms and obligations imposed by the Protective Order. Each has agreed to be bound by all provisions thereof, including but not limited to the restrictions on disclosure, use, handling, reproduction, filing, and ultimate return or destruction of all Protected Material. None of the above-named attorneys holds any position, affiliation, or consulting arrangement with the protester, Whitmore Aerospace LLC, that would create a competitive decision-making role as contemplated by the Protective Order. Each attorney's involvement in this matter is limited to the provision of legal services in connection with the prosecution of the above-captioned protest.

The protester respectfully requests that the Government Accountability Office, the agency, and the intervenor accept these Acknowledgment Forms and authorize the disclosure of Protected Material to the Admitted Counsel identified herein, consistent with the terms of the Protective Order.

Respectfully submitted,

October 12, 2023

CALDERWOOD & HARKNESS LLP

By: ________

Claudia Merritt Partner Calderwood & Harkness LLP 1750 K Street NW, Suite 1100 Washington, D.C. 20006 Telephone: (202) 555-4100 Facsimile: (202) 555-4101

Email: c.merritt@calderwoodharkness.com

Counsel for Protester Whitmore Aerospace LLC

Certificate of Service

I hereby certify that on this 12th day of October, 2023, a true and correct copy of the foregoing Protective Order Acknowledgment Forms of Admitted Counsel for Protester was served, via electronic mail, upon the following counsel of record:

Agency Counsel:

Capt. Lucas M. Hargrove, USAF, JAG Trial Attorney, Department of the Air Force Air Force Legal Operations Agency 1500 West Perimeter Road, Suite 1300 Joint Base Andrews, MD 20762

Email: lucas.hargrove.mil@us.af.mil

Miriam T. Castellano Senior Attorney Office of the General Counsel (SAF/GCQ) Department of the Air Force 1060 Air Force Pentagon Washington, D.C. 20330-1060

Email: miriam.castellano@us.af.mil

Intervenor's Counsel:

Theodore J. Dunaway Kessler, Pratt & Dunaway LLP 8300 Greensboro Drive, Suite 950 Tysons, VA 22102

Email: tdunaway@kpdlaw.com

________________________________________

Claudia Merritt Calderwood & Harkness LLP

Date: October 12, 2023

ACKNOWLEDGMENT FORM NO. 1

BEFORE THE UNITED STATES GOVERNMENT ACCOUNTABILITY OFFICE PROCUREMENT LAW DIVISION

ACKNOWLEDGMENT OF OBLIGATIONS UNDER PROTECTIVE ORDER

Reference: GAO Protective Order dated October 12, 2023

I. Identification of Counsel

II. Acknowledgment of Receipt of Protective Order

I, Claudia Merritt, hereby certify and acknowledge that I have received, read, and fully understand the Protective Order issued by the Government Accountability Office on October 12, 2023, in the above-captioned matter, GAO Case No. B-422187; B-422187.2 (the "Protective Order"). I understand the purpose, scope, and requirements of the Protective Order as they relate to the handling, use, disclosure, storage, reproduction, filing, and ultimate disposition of Protected Material, as that term is defined in the Protective Order.

I further acknowledge that I have been designated as "Admitted Counsel" under the Protective Order. I understand that this designation authorizes me to receive and review Protected Material produced or disclosed in connection with this protest proceeding, subject to and in strict compliance with the terms and conditions set forth in the Protective Order.

III. Obligations Acknowledged

By executing this Acknowledgment, I agree to be bound by the following obligations, which are consistent with and in furtherance of the Protective Order:

A. Non-Disclosure. I will not disclose, disseminate, distribute, communicate, or otherwise make available any Protected Material, in whole or in part, whether in original, copied, summarized, paraphrased, or derivative form, to any person who has not been formally admitted under the Protective Order as "Admitted Counsel" or otherwise authorized by the Government Accountability Office to receive such material. Without limiting the generality of the foregoing, I specifically acknowledge that I will not disclose any Protected Material to any employee, officer, director, agent, consultant, subcontractor, or representative of the protester, Whitmore Aerospace LLC, including but not limited to the following individuals:

(i) Marcus J. Whitmore, Chief Executive Officer of Whitmore Aerospace LLC;

(ii) Patricia "Trish" Langford, Chief Financial Officer of Whitmore Aerospace LLC; and

(iii) Donald R. Stokes, Vice President, Government Contracts of Whitmore Aerospace LLC.

I understand that the prohibition on disclosure extends to all personnel of the protester regardless of their role, title, or security clearance status, unless such person has been separately admitted under the Protective Order by the Government Accountability Office.

B. Use Restriction. I will use Protected Material solely and exclusively for the purpose of prosecuting the bid protest in GAO Case No. B-422187; B-422187.2 before the Government Accountability Office. I will not use Protected Material for any other purpose whatsoever, including but not limited to any business purpose, competitive purpose, marketing purpose, proposal preparation purpose, strategic planning purpose, or any other commercial or operational activity of Whitmore Aerospace LLC. I will not use Protected Material in connection with any other pending or future procurement, litigation, or administrative proceeding, except to the extent that such use is expressly authorized by a subsequent order of the Government Accountability Office or a court of competent jurisdiction.

C. Secure Handling. I will maintain all Protected Material, whether in physical or electronic form, in a secure manner and in a location that is separate and distinct from non-protected files and documents. I will take all reasonable measures to prevent unauthorized access to Protected Material, including maintaining physical documents in locked storage and electronic files on password-protected, encrypted systems accessible only to Admitted Counsel. I will not make copies, reproductions, scans, photographs, or other duplications of Protected Material except as reasonably necessary for the prosecution of this protest. All copies or reproductions of Protected Material will be clearly and conspicuously marked with the following legend on each page:

"PROTECTED MATERIAL — SUBJECT TO PROTECTIVE ORDER — B-422187; B-422187.2"

I will maintain a log of all copies of Protected Material created and will account for the disposition of each copy upon the conclusion of this proceeding.

D. Filings. Any filing, submission, brief, memorandum, comment, or other document submitted to the Government Accountability Office in connection with this protest that contains, references, quotes, summarizes, paraphrases, or is derived from Protected Material will be filed under separate cover, clearly marked in accordance with the requirements of the Protective Order. I will ensure that any such filing is accompanied by a public version that redacts all Protected Material in a manner sufficient to prevent identification of the protected content. I will follow all formatting and filing requirements specified in the Protective Order and any supplemental instructions issued by the Government Accountability Office.

E. Return/Destruction. Upon the conclusion of this protest proceeding, including the issuance of a final decision by the Government Accountability Office and the expiration of any applicable period for further review, I will return or destroy all Protected Material in my possession, custody, or control within the timeframe specified in the Protective Order. Destruction of physical documents will be accomplished by cross-cut shredding or other method that renders the material permanently unreadable. Destruction of electronic files will be accomplished by permanent deletion, including removal from all backup systems, cloud storage, email archives, and other repositories. Within the timeframe specified in the Protective Order, I will certify to the Government Accountability Office in writing that all Protected Material has been returned or destroyed, as applicable, and that no copies, excerpts, summaries, or derivative works containing Protected Material have been retained.

F. Continuing Obligation. I understand and acknowledge that my obligations under the Protective Order and this Acknowledgment survive the conclusion of the protest proceeding in GAO Case No. B-422187; B-422187.2. These obligations shall remain in full force and effect following the issuance of the Government Accountability Office's decision and shall continue to bind me in the event of any subsequent proceedings, including but not limited to any action filed at the United States Court of Federal Claims pursuant to 28 U.S.C. § 1491(b), any appeal to the United States Court of Appeals for the Federal Circuit, any corrective action undertaken by the agency, or any related or successor protest proceeding. The obligations set forth herein are perpetual and shall not expire absent a written order of a court of competent jurisdiction or the Government Accountability Office expressly releasing me from such obligations.

G. Sanctions. I understand that any violation of the Protective Order or the obligations set forth in this Acknowledgment may result in the imposition of sanctions by the Government Accountability Office, including but not limited to:

(i) referral of the matter to appropriate bar disciplinary authorities for investigation and possible disciplinary proceedings;

(ii) dismissal of one or more protest grounds asserted by the protester;

(iii) imposition of adverse inferences or evidentiary sanctions;

(iv) revocation of my designation as Admitted Counsel;

(v) such other remedial, punitive, or corrective measures as the Government Accountability Office deems appropriate under the circumstances; and

(vi) referral for possible criminal prosecution under applicable federal law.

IV. Acknowledgment Regarding Source Selection Information

I specifically acknowledge and understand that the Protected Material produced, disclosed, or made available in this protest matter may include, without limitation, source selection sensitive information, proprietary proposal data, cost and pricing information, technical evaluation records, past performance evaluation information, and other documentation pertaining to the competitive evaluation process conducted by the Department of the Air Force under Solicitation No. FA8222-23-R-0087. Such Protected Material may contain confidential and proprietary information submitted by the awardee, Halcyon Defense Systems Inc., as well as the agency's internal evaluation records, source selection decision documents, source selection evaluation board reports, advisory council recommendations, and source selection authority determinations.

I acknowledge that such information is protected under the Procurement Integrity Act, 41 U.S.C. § 2102, and the implementing regulations set forth in Federal Acquisition Regulation Subpart 3.104, and that unauthorized disclosure, receipt, or use of such information may give rise to civil and criminal liability under applicable federal law. I further acknowledge that my obligations with respect to source selection information under the Protective Order are in addition to, and do not supersede or limit, any obligations imposed by the Procurement Integrity Act or other applicable law.

V. Execution. I hereby acknowledge and agree to the foregoing obligations. By my signature below, I certify that I have read this Acknowledgment in its entirety, that I understand its terms and requirements, and that I voluntarily agree to be bound by the Protective Order and the obligations set forth herein.

________________________________________

Claudia Merritt

Printed Name: Claudia Merritt

Title: Partner, Calderwood & Harkness LLP

Date: October 12, 2023

ACKNOWLEDGMENT FORM NO. 2

BEFORE THE UNITED STATES GOVERNMENT ACCOUNTABILITY OFFICE PROCUREMENT LAW DIVISION

ACKNOWLEDGMENT OF OBLIGATIONS UNDER PROTECTIVE ORDER

Reference: GAO Protective Order dated October 12, 2023

I. Identification of Counsel

II. Acknowledgment of Receipt of Protective Order

I, Lt. Col. (Ret.) Nathan Yardley, hereby certify and acknowledge that I have received, read, and fully understand the Protective Order issued by the Government Accountability Office on October 12, 2023, in the above-captioned matter, GAO Case No. B-422187; B-422187.2 (the "Protective Order"). I understand the purpose, scope, and requirements of the Protective Order as they relate to the handling, use, disclosure, storage, reproduction, filing, and ultimate disposition of Protected Material, as that term is defined in the Protective Order.