Free Motion to Dismiss - Rule 12(b)(1) - District Court of Federal Claims - federal

Case 1:07-cv-00280-LJB

Document 36-3

Filed 07/23/2007

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UNITED STATES COURT OF FEDERAL CLAIMS BID PROTEST

IRONCLAD/EEI, A JOINT VENTURE Plaintiff v. THE UNITED STATES, Defendant

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CIVIL ACTION NO: 07-280C JUDGE: Lynn J. Bush

AFFIDAVIT

STATE OF FLORIDA COUNTY OF ____________________

BEFORE ME, the undersigned authority, personally came and appeared: ROY L. CAMPBELL who, after being duly sworn, did depose and state as follows: 1. I am the President R. L. Campbell Roofing Company, Inc. ("Campbell") and, as such, I have personal knowledge of the facts contained herein, and am authorized to execute this Affidavit. 2. Campbell has not been notified by the SBA that its size status has been protested by the plaintiff in this matter. 3. The SBA has not provided Campbell with a copy of the alleged size status protest or given Campbell any opportunity to respond to such allegations.

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4.

At the time of the subject solicitation, Campbell was an (8)(a) certified small business, as verified during annual recertifications performed by the Small Business Administration's state liaison.

5.

Campbell was qualified as a small business at the time that it received the contract at issue in the captioned litigation.

6.

As evidenced by Campbell's Articles of Incorporation, which articles are attached hereto as Exhibit "A", Campbell is a Florida corporation with its principal place of business in the state of Florida.

7.

As evidence by Campbell's annual reports, attached hereto as Exhibit "B" in globo, Campbell's Board of Directors, as of the time of the SBA size determination applicable to this matter and since then, has consisted of Roy Campbell and ____________________.

8.

Campbell is not presently and has not previously been affiliated, as defined by 13 C.F.R. §121.103, with Crown Roofing Services, Inc. ("Crown") or ThomCo Enterprises, Inc. ("ThomCo").

9.

No person or entity associated with or connected to Crown has ever controlled or had the power to control Campbell in any manner whatsoever.

10.

No person or entity associated with or connected to ThomCo has ever controlled or had the power to control Campbell in any manner whatsoever.

11.

No third party has ever controlled or had the power to control Campbell in any manner whatsoever.

12.

Campbell and Crown have never had common ownership or management, nor, at the time of the subject solicitation or contract awards, had they ever joined into any contractual relationship.

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13.

Campbell and ThomCo have never had common ownership or management, nor, at the time of the subject solicitation or contract awards, had they ever joined into any contractual relationship.

14.

No person or entity associated with or connected to Crown has ever owned or had the power to control any portion of Campbell's voting stock.

15.

No person or entity associated with or connected to ThomCo has ever owned or had the power to control any portion of Campbell's voting stock.

16.

No person or entity associated with or connected to Crown is the holder of any stock option or convertible security issued by or on behalf of Campell.

17.

No person or entity associated with or connected to ThomCo is the holder of any stock option or convertible security issued by or on behalf of Campbell.

18.

No person or entity associated with or connected to Crown is a party to any agreement, whether in principle or otherwise, to merge with Campbell.

19.

No person or entity associated with or connected to ThomCo is a party to any agreement, whether in principle or otherwise, to merge with Campbell.

20.

No officer, director, managing member, or partner who controls the board of directors and/or management of Crown has any control, whatsoever over the board of directors or management of Campbell.

21.

No officer, director, managing member, or partner who controls the board of directors and/or management of ThomCo has any control, whatsoever over the board of directors or management of Campbell.

22.

Campbell and Crown do not have, nor have they ever had identical or substantially identical business or economic interests (such as common investments among family

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members, individuals or firms). 23. Campbell and ThomCo do not have, nor have they ever had identical or substantially identical business or economic interests (such as common investments among family members, individuals or firms). 24. Campbell and Crown are not and have never been economically dependent on one another in any manner, whatsoever. 25. Campbell and ThomCo are not and have never been economically dependent on one another in any manner, whatsoever. 26. No former officer, director, principal stockholder, managing member, or key employee of Crown was in any way involved in the organization of Campbell, nor has any such individual ever furnished Campbell with contracts, financial or technical assistance, indemnification on bid or performance bonds, or other facilities, whether for a fee or otherwise. 27. No former officer, director, principal stockholder, managing member, or key employee of ThomCo was in any way involved in the organization of Campbell, nor has any such individual ever furnished Campbell with contracts, financial or technical assistance, indemnification on bid or performance bonds, or other facilities, whether for a fee or otherwise. 28. As of the time of the subject solicitation and contract awards, Campbell and Crown were not parties to a joint venture; that is, they had not, by way of contract, express or implied, consorted to combine their efforts, property, money, skill, or knowledge to engage in and carry out any limited-purpose business venture for joint profit. 29. As of the time of the subject solicitation and contract awards, Campbell and ThomCo

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were not parties to a joint venture; that is, they had not, by way of contract, express or implied, consorted to combine their efforts, property, money, skill, or knowledge to engage in and carry out any limited-purpose business venture for joint profit.

______________________________ ROY L. CAMPBELL SWORN TO AND SUBSCRIBED BEFORE ME, NOTARY, THIS ____ DAY OF ___________, 2007. ____________________________ NOTARY PUBLIC

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