1019-00003 · Whitmore Aerospace LLC · Protest Filing

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BEFORE THE UNITED STATES GOVERNMENT ACCOUNTABILITY OFFICE

WHITMORE AEROSPACE LLC, Protester,

DEPARTMENT OF THE AIR FORCE, Agency.

GAO Case No. B-422187; B-422187.2

Solicitation No. FA8222-23-R-0087 Contract No. FA8222-23-D-0193

DECLARATION OF DONALD R. STOKES IN SUPPORT OF PROTEST

Filed: September 26, 2023

Calderwood & Harkness LLP 1750 K Street NW, Suite 1100 Washington, D.C. 20006

Claudia Merritt, Responsible Partner Lt. Col. (Ret.) Nathan Yardley, Of Counsel

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 Halcyon Defense Systems Inc. ("Halcyon" or "HDS") under Solicitation No. FA8222-23-R-0087.

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 directly to Whitmore's Chief Executive Officer, Marcus J. Whitmore, and work closely with the Chief Financial Officer, Patricia "Trish" Langford, on matters of contract pricing, financial reporting, and cost accounting.

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 Sustainment. During my government career, I held Level III certifications in Contracting under the Defense Acquisition Workforce Improvement Act ("DAWIA") and served as a Procuring Contracting Officer on multiple major defense acquisition programs. I hold a Bachelor of Science degree in Mechanical Engineering from Virginia Polytechnic Institute and State University and a Master of Business Administration from the George Washington University School of Business.

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 called upon to testify regarding the matters stated herein, I could and would competently testify to the same.

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 applicable to the solicitation at issue in this protest.

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 integration, environmental testing, and configuration management. Whitmore's engineering and production workforce includes specialists in infrared sensor technology, laser systems, gimbal stabilization, and embedded software development.

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 facility security clearance at the Secret level since 2014. Pinnacle's manufacturing facility is located within close proximity to Wright-Patterson Air Force Base, which facilitates coordination with the Air Force Life Cycle Management Center ("AFLCMC") and timely delivery of components for IRCM production programs.

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 FA8222-23-R-0087.

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 to deliver these items in accordance with a detailed production schedule and strict quality assurance requirements.

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 Representative, reflecting strong quality, schedule adherence, and cooperative management.

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 Performance was assessed at the highest confidence level — "Substantial Confidence" — by the Air Force's evaluation team.

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 Colonel Diane W. Prescott, USAF. The Contract Specialist was Vincent R. Talmadge.

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 ("CDRL") item A015 requiring an International Traffic in Arms Regulations ("ITAR") Compliance Plan and revised the Section M evaluation criteria. A true and correct copy of Amendment 0002 is attached hereto as Exhibit C.

(c) Amendment 0003, issued May 12, 2023, provided responses to offeror questions submitted during the question-and-answer period and made certain revisions to the CLIN structure. A true and correct copy of Amendment 0003 is attached hereto as Exhibit D.

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(a): Program Management

Subfactor 3(b): Supply Chain Risk Management

Subfactor 3(c): ITAR/Export Compliance

Factor 4: Price — Least Important

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 Confidence.

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 these proposal volumes but did not have access to any proprietary or source-selection-sensitive information.

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 same AFLCMC contracting activity, producing AN/AAQ-45 IRCM pod subassemblies;

(b) Whitmore's Top Secret facility security clearance and the established security infrastructure supporting classified program performance;

(c) Whitmore's established and mature supply chain relationships, including the long-standing subcontract relationship with Pinnacle Precision Manufacturing Inc. for machined housings and gimbal assemblies, as well as multiple qualified domestic sources for critical electronic components;

(d) Whitmore's comprehensive ITAR compliance program, including a dedicated empowered official, documented technology control procedures, and a record of zero ITAR violations over the preceding five years; and

(e) Whitmore's detailed Manufacturing Readiness Level ("MRL") assessments, demonstrating readiness for full-rate production, together with production capacity planning analyses and production line layout documentation showing the company's ability to meet the solicitation's delivery schedule and quantity requirements.

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 Factor 1 (Technical Approach) and submitted an evaluated price of approximately $398.6 million, which exceeded the contract ceiling and raised concerns about price realism. Marlowe Asset Management did not file a protest challenging its elimination from the competitive range.

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 contract's maximum ordering quantities. The EN requested that Whitmore address and provide additional detail regarding how it would scale its manufacturing capacity to support surge production requirements. A true and correct copy of EN-WAL-001 is attached hereto as Exhibit E.

(b) Evaluation Notice EN-WAL-002: This EN was also directed to Whitmore's Manufacturing Readiness subfactor, Factor 1(b). EN-WAL-002 identified a second alleged weakness, raising concerns about the production facility capacity utilization rates described in Whitmore's proposal and questioning whether Whitmore's proposed utilization rates would leave sufficient margin to accommodate unexpected production delays or increases in government order quantities. A true and correct copy of EN-WAL-002 is attached hereto as Exhibit F.

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 also provided supporting data from Whitmore's prior AN/AAQ-45 production experience, demonstrating that Whitmore had previously executed production ramp-ups successfully under analogous circumstances. True and correct copies of Whitmore's responses to EN-WAL-001 and EN-WAL-002 are attached hereto as Exhibit G.

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 belief.

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 "significant concern" regarding Halcyon's Supply Chain Risk Management approach. Specifically, the SSEB notes identified a concern about Halcyon's reliance on Meridian Semiconductor GmbH, a sole-source foreign subcontractor based in Dresden, Germany, for the supply of critical gallium arsenide ("GaAs") sensor wafers used in Halcyon's IRCM pod design. The GaAs sensor wafers are a critical component in the infrared detection and tracking subsystem of the IRCM pod; reliance on a sole-source foreign supplier for this component raises substantial supply chain risk, particularly in light of ITAR restrictions, foreign dependency concerns, and potential disruptions arising from geopolitical or trade policy changes.

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 severe than a sole-source dependency on a foreign subcontractor for a critical IRCM component.

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, constitutes materially unequal discussions that prejudiced Whitmore in the evaluation and award process.

C. Final Proposal Revisions

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 documentation described in paragraph 40 above.

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 are attached hereto as Exhibit I.

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.

53. Despite this significant price advantage, the SSA selected Halcyon's higher-priced proposal based on what the SSDD characterized as a best-value tradeoff determination. The SSDD concluded that Halcyon's purportedly superior technical approach justified the $17.4 million price premium.

54. However, upon careful review of the debriefing materials and the SSDD summary, I identified the following significant deficiencies in the best-value tradeoff analysis:

(a) Insufficient Tradeoff Rationale. The SSDD failed to provide any substantive rationale explaining why Halcyon's "Outstanding" rating under Factor 1(b), Manufacturing Readiness, justified paying $17.4 million more than Whitmore's lower-priced proposal. The SSDD merely restated the adjectival ratings for each offeror without identifying specific technical benefits, discriminators, or operational advantages associated with Halcyon's approach that would warrant the price premium. This is a conclusory statement of the ratings, not a reasoned tradeoff analysis.

(b) Failure to Account for Whitmore's Superior Ratings. Whitmore received a higher rating than Halcyon in two evaluation areas: Factor 3(b), Supply Chain Risk Management (Good versus Acceptable), and Factor 3(c), ITAR/Export Compliance (Outstanding versus Good). These subfactors fall under Factor 3, Management Approach, which the solicitation designated as "Important." Yet the SSDD did not address, discuss, or even acknowledge how Whitmore's advantages in these two subfactors factored into the tradeoff analysis, or why these advantages were outweighed by Halcyon's higher rating under Factor 1(b). A proper best-value tradeoff analysis must consider and document the relative merits and disadvantages of each proposal across all evaluation factors, not selectively emphasize only those factors that favor the awardee.

(c) Identical Ratings in Most Areas. Both offerors received identical ratings in all remaining subfactors and in Past Performance (Substantial Confidence). This means that the entire basis for the tradeoff rested solely on the difference between the offerors under three subfactors: Factor 1(b), where Halcyon was rated higher (Outstanding versus Acceptable); Factor 3(b), where Whitmore was rated higher (Good versus Acceptable); and Factor 3(c), where Whitmore was rated higher (Outstanding versus Good). The SSDD's failure to weigh all three of these differentiating subfactors in a documented, rational manner renders the tradeoff analysis fundamentally flawed.

IX. COMPETITIVE PREJUDICE

55. I attest that Whitmore Aerospace LLC has been competitively prejudiced by the Air Force's flawed source selection process. But for the errors identified in the best-value tradeoff analysis and the conduct of unequal discussions, Whitmore had a substantial chance of receiving the contract award. This prejudice is demonstrated by the following:

(a) Lower Price. Whitmore offered a lower evaluated total price by $17,400,000, a difference of 4.82%. In a procurement where the solicitation designated price as the "least important" factor but nonetheless required evaluation for reasonableness and realism, a nearly $17.4 million price advantage is a substantial discriminator that the SSA was obligated to meaningfully weigh and document in the tradeoff analysis.

(b) Equal or Superior Non-Price Ratings. Whitmore received equal or higher ratings than Halcyon in the majority of evaluated areas. Whitmore received an "Outstanding" rating in both Subfactor 1(a), System Design & Integration, and Subfactor 3(c), ITAR/Export Compliance. Whitmore received a "Good" rating in Subfactor 3(b), Supply Chain Risk Management, versus Halcyon's "Acceptable" rating — the only subfactor in which Halcyon received a lower rating than any other adjectival level. Both offerors received identical ratings in Subfactor 1(c), Test & Evaluation Plan (Good), Subfactor 3(a), Program Management (Good), and Factor 2, Past Performance (Substantial Confidence).

(c) Sole Distinguishing Factor Improperly Analyzed. The only evaluation area in which Halcyon received a higher rating than Whitmore was Factor 1(b), Manufacturing Readiness, where Halcyon received "Outstanding" and Whitmore received "Acceptable." However, the SSDD provided no documented justification for why this single-subfactor advantage — without any identified specific technical benefit or reduced risk — warranted paying a $17.4 million price premium. The absence of a documented, rational tradeoff analysis on this point is a legal deficiency.

(d) Unequal Discussions Altered the Competitive Landscape. Had the Air Force conducted equal discussions by raising the SSEB's documented "significant concern" about Halcyon's sole-source dependency on Meridian Semiconductor GmbH for critical GaAs sensor wafers under Factor 3(b), Halcyon's Supply Chain Risk Management rating might have been lowered further, or Halcyon might have been compelled to modify its supply chain approach in its Final Proposal Revision, potentially increasing its proposed price or altering its technical approach. Either outcome would have materially altered the competitive dynamic in a manner potentially favorable to Whitmore.

56. The IDIQ contract at issue has a ceiling value of $387,500,000 over a five-year ordering period, with a guaranteed minimum order of $14,200,000. This represents a substantial business opportunity for Whitmore and a significant component of the company's projected revenue pipeline. Loss of this contract has a direct and adverse impact on Whitmore's workforce and business operations at its Herndon, Virginia facility. Specifically, Whitmore had planned to dedicate a substantial portion of its Herndon facility's production capacity and workforce to this contract, and the loss of the award has required the company to evaluate potential workforce reductions and capacity reallocation decisions.

X. KNOWLEDGE OF HALCYON'S PRIOR ANALYSIS OF ALTERNATIVES STUDY

57. I have become aware, through publicly available procurement records and information obtained during the debriefing process, that Halcyon's subsidiary, Halcyon Analytical Services LLC, previously performed an Analysis of Alternatives ("AoA") study for the Air Force under Contract No. FA8222-21-C-0018, valued at approximately $2.3 million. Halcyon Analytical Services LLC is, on information and belief, a wholly owned subsidiary of Halcyon Defense Systems Inc.

58. Based on my understanding of the Air Force's acquisition process for the IRCM program, this AoA study was conducted during the pre-solicitation phase and informed the development of the IRCM pod requirements that ultimately became the basis for Solicitation No. FA8222-23-R-0087. Specifically, the AoA study analyzed alternative approaches to achieving the Air Force's infrared countermeasure capability objectives and provided recommendations regarding system architecture, performance parameters, and production strategies. Such studies are known to have a direct and material influence on the formulation of solicitation requirements, evaluation criteria, and technical preferences.

59. I am concerned that Halcyon's performance of the AoA study through its subsidiary may have provided Halcyon with access to competitively useful non-public information regarding the Air Force's requirements, evaluation priorities, and technical preferences — information that would not have been available to other offerors, including Whitmore. This situation presents a potential organizational conflict of interest ("OCI") under FAR Subpart 9.5, specifically an "unequal access to information" OCI.

60. I state that I am not aware of what specific OCI identification, analysis, or mitigation measures, if any, the Air Force implemented with respect to Halcyon's participation in the competition for Solicitation FA8222-23-R-0087. The debriefing materials provided to Whitmore did not address this issue, and I have no information indicating that the Contracting Officer made any determination regarding the existence or mitigation of an OCI arising from Halcyon Analytical Services LLC's performance of the AoA study.

XI. RETENTION OF COUNSEL AND FILING OF PROTEST

61. Following receipt of the debriefing materials on September 22, 2023, Whitmore retained the law firm of Calderwood & Harkness LLP, located at 1750 K Street NW, Suite 1100, Washington, D.C. 20006, to file a bid protest before the GAO. Whitmore's counsel of record includes Claudia Merritt, Responsible Partner, and Lt. Col. (Ret.) Nathan Yardley, Of Counsel.

62. This protest is being filed on September 26, 2023, which is four (4) calendar days after the September 22, 2023 debriefing. The filing is well within the ten-day post-debriefing filing deadline established by 4 C.F.R. § 21.2(a)(2), which governs the timeliness of protests filed after a required debriefing.

63. Through this protest, Whitmore seeks the following corrective action:

(a) Reevaluation of the proposals submitted by Whitmore and Halcyon in accordance with the solicitation's stated evaluation criteria and applicable procurement law;

(b) Preparation of a new, documented best-value tradeoff decision that meaningfully addresses the relative merits and disadvantages of each proposal across all evaluation factors and subfactors, including a rational explanation for any determination that a higher-priced proposal's technical advantages warrant the price premium;

(c) If appropriate, a new round of discussions conducted equally among offerors remaining in the competitive range, followed by an opportunity for Final Proposal Revisions;

(d) Reimbursement of Whitmore's costs of filing and pursuing this protest, including reasonable attorneys' fees, as authorized by 31 U.S.C. § 3554(c)(1); and

(e) Such other and further relief as the Comptroller General deems appropriate.

XII. VERIFICATION

I, Donald R. Stokes, hereby declare under penalty of perjury, pursuant to 28 U.S.C. § 1746, that the foregoing declaration is true and correct to the best of my knowledge, information, and belief. I understand that any willful false statement made herein is punishable under applicable federal law.

Executed on September 26, 2023, at Herndon, Virginia.

________________________________________

Donald R. Stokes Vice President, Government Contracts Whitmore Aerospace LLC 2400 Dominion Ridge Parkway, Suite 800 Herndon, Virginia 20171

EXHIBIT LIST

The following exhibits are referenced in this declaration and are attached separately:

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

Claudia Merritt, Responsible Partner Lt. Col. (Ret.) Nathan Yardley, Of Counsel 1750 K Street NW, Suite 1100 Washington, D.C. 20006 Telephone: (202) 555-4800 Facsimile: (202) 555-4801

Counsel for Protester Whitmore Aerospace LLC

Evaluation Factor	Whitmore Aerospace LLC	Halcyon Defense Systems Inc.
Factor 1: Technical Approach	Good	Outstanding
— Subfactor 1(a): System Design & Integration	Outstanding	Outstanding
— Subfactor 1(b): Manufacturing Readiness	Acceptable	Outstanding
— Subfactor 1(c): Test & Evaluation Plan	Good	Good
Factor 2: Past Performance	Substantial Confidence	Substantial Confidence
Factor 3: Management Approach	Good	Good
— Subfactor 3(a): Program Management	Good	Good
— Subfactor 3(b): Supply Chain Risk Management	Good	Acceptable
— Subfactor 3(c): ITAR/Export Compliance	Outstanding	Good
Factor 4: Price (Evaluated)	$343,800,000	$361,200,000
Exhibit	Description
Exhibit A	Solicitation No. FA8222-23-R-0087 (excerpts — Section L and Section M)
Exhibit B	Amendment 0001, dated April 7, 2023
Exhibit C	Amendment 0002, dated April 28, 2023
Exhibit D	Amendment 0003, dated May 12, 2023
Exhibit E	Evaluation Notice EN-WAL-001
Exhibit F	Evaluation Notice EN-WAL-002
Exhibit G	Whitmore Aerospace LLC Responses to EN-WAL-001 and EN-WAL-002
Exhibit H	Award Notification Letter, dated September 18, 2023
Exhibit I	Debriefing Materials, dated September 22, 2023
Exhibit J	Prior Contract Information — Contract No. FA8222-19-C-0041

BEFORE THE UNITED STATES GOVERNMENT ACCOUNTABILITY OFFICE
WHITMORE AEROSPACE LLC, Protester,
v.
DEPARTMENT OF THE AIR FORCE, Agency.
GAO Case No. B-422187; B-422187.2
Solicitation No. FA8222-23-R-0087 Contract No. FA8222-23-D-0193
DECLARATION OF DONALD R. STOKES IN SUPPORT OF PROTEST
Filed: September 26, 2023
Calderwood & Harkness LLP 1750 K Street NW, Suite 1100 Washington, D.C. 20006
Claudia Merritt, Responsible Partner Lt. Col. (Ret.) Nathan Yardley, Of Counsel
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 Halcyon Defense Systems Inc. ("Halcyon" or "HDS") under Solicitation No. FA8222-23-R-0087.
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 directly to Whitmore's Chief Executive Officer, Marcus J. Whitmore, and work closely with the Chief Financial Officer, Patricia "Trish" Langford, on matters of contract pricing, financial reporting, and cost accounting.
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 Sustainment. During my government career, I held Level III certifications in Contracting under the Defense Acquisition Workforce Improvement Act ("DAWIA") and served as a Procuring Contracting Officer on multiple major defense acquisition programs. I hold a Bachelor of Science degree in Mechanical Engineering from Virginia Polytechnic Institute and State University and a Master of Business Administration from the George Washington University School of Business.
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 called upon to testify regarding the matters stated herein, I could and would competently testify to the same.
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 applicable to the solicitation at issue in this protest.
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 integration, environmental testing, and configuration management. Whitmore's engineering and production workforce includes specialists in infrared sensor technology, laser systems, gimbal stabilization, and embedded software development.
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 facility security clearance at the Secret level since 2014. Pinnacle's manufacturing facility is located within close proximity to Wright-Patterson Air Force Base, which facilitates coordination with the Air Force Life Cycle Management Center ("AFLCMC") and timely delivery of components for IRCM production programs.
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 FA8222-23-R-0087.
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 to deliver these items in accordance with a detailed production schedule and strict quality assurance requirements.
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 Representative, reflecting strong quality, schedule adherence, and cooperative management.
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 Performance was assessed at the highest confidence level — "Substantial Confidence" — by the Air Force's evaluation team.
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 Colonel Diane W. Prescott, USAF. The Contract Specialist was Vincent R. Talmadge.
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 ("CDRL") item A015 requiring an International Traffic in Arms Regulations ("ITAR") Compliance Plan and revised the Section M evaluation criteria. A true and correct copy of Amendment 0002 is attached hereto as Exhibit C.
(c) Amendment 0003, issued May 12, 2023, provided responses to offeror questions submitted during the question-and-answer period and made certain revisions to the CLIN structure. A true and correct copy of Amendment 0003 is attached hereto as Exhibit D.
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(a): Program Management
Subfactor 3(b): Supply Chain Risk Management
Subfactor 3(c): ITAR/Export Compliance
Factor 4: Price — Least Important
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 Confidence.
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 these proposal volumes but did not have access to any proprietary or source-selection-sensitive information.
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 same AFLCMC contracting activity, producing AN/AAQ-45 IRCM pod subassemblies;
(b) Whitmore's Top Secret facility security clearance and the established security infrastructure supporting classified program performance;
(c) Whitmore's established and mature supply chain relationships, including the long-standing subcontract relationship with Pinnacle Precision Manufacturing Inc. for machined housings and gimbal assemblies, as well as multiple qualified domestic sources for critical electronic components;
(d) Whitmore's comprehensive ITAR compliance program, including a dedicated empowered official, documented technology control procedures, and a record of zero ITAR violations over the preceding five years; and
(e) Whitmore's detailed Manufacturing Readiness Level ("MRL") assessments, demonstrating readiness for full-rate production, together with production capacity planning analyses and production line layout documentation showing the company's ability to meet the solicitation's delivery schedule and quantity requirements.
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 Factor 1 (Technical Approach) and submitted an evaluated price of approximately $398.6 million, which exceeded the contract ceiling and raised concerns about price realism. Marlowe Asset Management did not file a protest challenging its elimination from the competitive range.
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 contract's maximum ordering quantities. The EN requested that Whitmore address and provide additional detail regarding how it would scale its manufacturing capacity to support surge production requirements. A true and correct copy of EN-WAL-001 is attached hereto as Exhibit E.
(b) Evaluation Notice EN-WAL-002: This EN was also directed to Whitmore's Manufacturing Readiness subfactor, Factor 1(b). EN-WAL-002 identified a second alleged weakness, raising concerns about the production facility capacity utilization rates described in Whitmore's proposal and questioning whether Whitmore's proposed utilization rates would leave sufficient margin to accommodate unexpected production delays or increases in government order quantities. A true and correct copy of EN-WAL-002 is attached hereto as Exhibit F.
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 also provided supporting data from Whitmore's prior AN/AAQ-45 production experience, demonstrating that Whitmore had previously executed production ramp-ups successfully under analogous circumstances. True and correct copies of Whitmore's responses to EN-WAL-001 and EN-WAL-002 are attached hereto as Exhibit G.
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 belief.
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 "significant concern" regarding Halcyon's Supply Chain Risk Management approach. Specifically, the SSEB notes identified a concern about Halcyon's reliance on Meridian Semiconductor GmbH, a sole-source foreign subcontractor based in Dresden, Germany, for the supply of critical gallium arsenide ("GaAs") sensor wafers used in Halcyon's IRCM pod design. The GaAs sensor wafers are a critical component in the infrared detection and tracking subsystem of the IRCM pod; reliance on a sole-source foreign supplier for this component raises substantial supply chain risk, particularly in light of ITAR restrictions, foreign dependency concerns, and potential disruptions arising from geopolitical or trade policy changes.
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 severe than a sole-source dependency on a foreign subcontractor for a critical IRCM component.
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, constitutes materially unequal discussions that prejudiced Whitmore in the evaluation and award process.
C. Final Proposal Revisions
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 documentation described in paragraph 40 above.
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 are attached hereto as Exhibit I.
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.
53. Despite this significant price advantage, the SSA selected Halcyon's higher-priced proposal based on what the SSDD characterized as a best-value tradeoff determination. The SSDD concluded that Halcyon's purportedly superior technical approach justified the $17.4 million price premium.
54. However, upon careful review of the debriefing materials and the SSDD summary, I identified the following significant deficiencies in the best-value tradeoff analysis:
(a) Insufficient Tradeoff Rationale. The SSDD failed to provide any substantive rationale explaining why Halcyon's "Outstanding" rating under Factor 1(b), Manufacturing Readiness, justified paying $17.4 million more than Whitmore's lower-priced proposal. The SSDD merely restated the adjectival ratings for each offeror without identifying specific technical benefits, discriminators, or operational advantages associated with Halcyon's approach that would warrant the price premium. This is a conclusory statement of the ratings, not a reasoned tradeoff analysis.
(b) Failure to Account for Whitmore's Superior Ratings. Whitmore received a higher rating than Halcyon in two evaluation areas: Factor 3(b), Supply Chain Risk Management (Good versus Acceptable), and Factor 3(c), ITAR/Export Compliance (Outstanding versus Good). These subfactors fall under Factor 3, Management Approach, which the solicitation designated as "Important." Yet the SSDD did not address, discuss, or even acknowledge how Whitmore's advantages in these two subfactors factored into the tradeoff analysis, or why these advantages were outweighed by Halcyon's higher rating under Factor 1(b). A proper best-value tradeoff analysis must consider and document the relative merits and disadvantages of each proposal across all evaluation factors, not selectively emphasize only those factors that favor the awardee.
(c) Identical Ratings in Most Areas. Both offerors received identical ratings in all remaining subfactors and in Past Performance (Substantial Confidence). This means that the entire basis for the tradeoff rested solely on the difference between the offerors under three subfactors: Factor 1(b), where Halcyon was rated higher (Outstanding versus Acceptable); Factor 3(b), where Whitmore was rated higher (Good versus Acceptable); and Factor 3(c), where Whitmore was rated higher (Outstanding versus Good). The SSDD's failure to weigh all three of these differentiating subfactors in a documented, rational manner renders the tradeoff analysis fundamentally flawed.
IX. COMPETITIVE PREJUDICE
55. I attest that Whitmore Aerospace LLC has been competitively prejudiced by the Air Force's flawed source selection process. But for the errors identified in the best-value tradeoff analysis and the conduct of unequal discussions, Whitmore had a substantial chance of receiving the contract award. This prejudice is demonstrated by the following:
(a) Lower Price. Whitmore offered a lower evaluated total price by $17,400,000, a difference of 4.82%. In a procurement where the solicitation designated price as the "least important" factor but nonetheless required evaluation for reasonableness and realism, a nearly $17.4 million price advantage is a substantial discriminator that the SSA was obligated to meaningfully weigh and document in the tradeoff analysis.
(b) Equal or Superior Non-Price Ratings. Whitmore received equal or higher ratings than Halcyon in the majority of evaluated areas. Whitmore received an "Outstanding" rating in both Subfactor 1(a), System Design & Integration, and Subfactor 3(c), ITAR/Export Compliance. Whitmore received a "Good" rating in Subfactor 3(b), Supply Chain Risk Management, versus Halcyon's "Acceptable" rating — the only subfactor in which Halcyon received a lower rating than any other adjectival level. Both offerors received identical ratings in Subfactor 1(c), Test & Evaluation Plan (Good), Subfactor 3(a), Program Management (Good), and Factor 2, Past Performance (Substantial Confidence).
(c) Sole Distinguishing Factor Improperly Analyzed. The only evaluation area in which Halcyon received a higher rating than Whitmore was Factor 1(b), Manufacturing Readiness, where Halcyon received "Outstanding" and Whitmore received "Acceptable." However, the SSDD provided no documented justification for why this single-subfactor advantage — without any identified specific technical benefit or reduced risk — warranted paying a $17.4 million price premium. The absence of a documented, rational tradeoff analysis on this point is a legal deficiency.
(d) Unequal Discussions Altered the Competitive Landscape. Had the Air Force conducted equal discussions by raising the SSEB's documented "significant concern" about Halcyon's sole-source dependency on Meridian Semiconductor GmbH for critical GaAs sensor wafers under Factor 3(b), Halcyon's Supply Chain Risk Management rating might have been lowered further, or Halcyon might have been compelled to modify its supply chain approach in its Final Proposal Revision, potentially increasing its proposed price or altering its technical approach. Either outcome would have materially altered the competitive dynamic in a manner potentially favorable to Whitmore.
56. The IDIQ contract at issue has a ceiling value of $387,500,000 over a five-year ordering period, with a guaranteed minimum order of $14,200,000. This represents a substantial business opportunity for Whitmore and a significant component of the company's projected revenue pipeline. Loss of this contract has a direct and adverse impact on Whitmore's workforce and business operations at its Herndon, Virginia facility. Specifically, Whitmore had planned to dedicate a substantial portion of its Herndon facility's production capacity and workforce to this contract, and the loss of the award has required the company to evaluate potential workforce reductions and capacity reallocation decisions.
X. KNOWLEDGE OF HALCYON'S PRIOR ANALYSIS OF ALTERNATIVES STUDY
57. I have become aware, through publicly available procurement records and information obtained during the debriefing process, that Halcyon's subsidiary, Halcyon Analytical Services LLC, previously performed an Analysis of Alternatives ("AoA") study for the Air Force under Contract No. FA8222-21-C-0018, valued at approximately $2.3 million. Halcyon Analytical Services LLC is, on information and belief, a wholly owned subsidiary of Halcyon Defense Systems Inc.
58. Based on my understanding of the Air Force's acquisition process for the IRCM program, this AoA study was conducted during the pre-solicitation phase and informed the development of the IRCM pod requirements that ultimately became the basis for Solicitation No. FA8222-23-R-0087. Specifically, the AoA study analyzed alternative approaches to achieving the Air Force's infrared countermeasure capability objectives and provided recommendations regarding system architecture, performance parameters, and production strategies. Such studies are known to have a direct and material influence on the formulation of solicitation requirements, evaluation criteria, and technical preferences.
59. I am concerned that Halcyon's performance of the AoA study through its subsidiary may have provided Halcyon with access to competitively useful non-public information regarding the Air Force's requirements, evaluation priorities, and technical preferences — information that would not have been available to other offerors, including Whitmore. This situation presents a potential organizational conflict of interest ("OCI") under FAR Subpart 9.5, specifically an "unequal access to information" OCI.
60. I state that I am not aware of what specific OCI identification, analysis, or mitigation measures, if any, the Air Force implemented with respect to Halcyon's participation in the competition for Solicitation FA8222-23-R-0087. The debriefing materials provided to Whitmore did not address this issue, and I have no information indicating that the Contracting Officer made any determination regarding the existence or mitigation of an OCI arising from Halcyon Analytical Services LLC's performance of the AoA study.
XI. RETENTION OF COUNSEL AND FILING OF PROTEST
61. Following receipt of the debriefing materials on September 22, 2023, Whitmore retained the law firm of Calderwood & Harkness LLP, located at 1750 K Street NW, Suite 1100, Washington, D.C. 20006, to file a bid protest before the GAO. Whitmore's counsel of record includes Claudia Merritt, Responsible Partner, and Lt. Col. (Ret.) Nathan Yardley, Of Counsel.
62. This protest is being filed on September 26, 2023, which is four (4) calendar days after the September 22, 2023 debriefing. The filing is well within the ten-day post-debriefing filing deadline established by 4 C.F.R. § 21.2(a)(2), which governs the timeliness of protests filed after a required debriefing.
63. Through this protest, Whitmore seeks the following corrective action:
(a) Reevaluation of the proposals submitted by Whitmore and Halcyon in accordance with the solicitation's stated evaluation criteria and applicable procurement law;
(b) Preparation of a new, documented best-value tradeoff decision that meaningfully addresses the relative merits and disadvantages of each proposal across all evaluation factors and subfactors, including a rational explanation for any determination that a higher-priced proposal's technical advantages warrant the price premium;
(c) If appropriate, a new round of discussions conducted equally among offerors remaining in the competitive range, followed by an opportunity for Final Proposal Revisions;
(d) Reimbursement of Whitmore's costs of filing and pursuing this protest, including reasonable attorneys' fees, as authorized by 31 U.S.C. § 3554(c)(1); and
(e) Such other and further relief as the Comptroller General deems appropriate.
XII. VERIFICATION
I, Donald R. Stokes, hereby declare under penalty of perjury, pursuant to 28 U.S.C. § 1746, that the foregoing declaration is true and correct to the best of my knowledge, information, and belief. I understand that any willful false statement made herein is punishable under applicable federal law.
Executed on September 26, 2023, at Herndon, Virginia.
________________________________________
Donald R. Stokes Vice President, Government Contracts Whitmore Aerospace LLC 2400 Dominion Ridge Parkway, Suite 800 Herndon, Virginia 20171
EXHIBIT LIST
The following exhibits are referenced in this declaration and are attached separately:
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
Claudia Merritt, Responsible Partner Lt. Col. (Ret.) Nathan Yardley, Of Counsel 1750 K Street NW, Suite 1100 Washington, D.C. 20006 Telephone: (202) 555-4800 Facsimile: (202) 555-4801
Counsel for Protester Whitmore Aerospace LLC
Evaluation Factor | Whitmore Aerospace LLC | Halcyon Defense Systems Inc.
Factor 1: Technical Approach | Good | Outstanding
— Subfactor 1(a): System Design & Integration | Outstanding | Outstanding
— Subfactor 1(b): Manufacturing Readiness | Acceptable | Outstanding
— Subfactor 1(c): Test & Evaluation Plan | Good | Good
Factor 2: Past Performance | Substantial Confidence | Substantial Confidence
Factor 3: Management Approach | Good | Good
— Subfactor 3(a): Program Management | Good | Good
— Subfactor 3(b): Supply Chain Risk Management | Good | Acceptable
— Subfactor 3(c): ITAR/Export Compliance | Outstanding | Good
Factor 4: Price (Evaluated) | $343,800,000 | $361,200,000
Exhibit | Description
Exhibit A | Solicitation No. FA8222-23-R-0087 (excerpts — Section L and Section M)
Exhibit B | Amendment 0001, dated April 7, 2023
Exhibit C | Amendment 0002, dated April 28, 2023
Exhibit D | Amendment 0003, dated May 12, 2023
Exhibit E | Evaluation Notice EN-WAL-001
Exhibit F | Evaluation Notice EN-WAL-002
Exhibit G | Whitmore Aerospace LLC Responses to EN-WAL-001 and EN-WAL-002
Exhibit H | Award Notification Letter, dated September 18, 2023
Exhibit I | Debriefing Materials, dated September 22, 2023
Exhibit J | Prior Contract Information — Contract No. FA8222-19-C-0041