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

Case 1:07-cv-00280-LJB

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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 LOUISIANA PARISH OF ____________________

BEFORE ME, the undersigned authority, personally came and appeared: RAY PALMER who, after being duly sworn, did depose and state as follows: 1. I am the President Crown Roofing services, Inc.("Crown") and, as such, I have personal knowledge of the facts contained herein, and am authorized to execute this Affidavit. 2. Crown 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 Crown with a copy of the alleged size status protest or given Crown any opportunity to respond to such allegations. 4. At the time of the subject solicitation, Crown was an (8)(a) certified small business, as

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verified during annual recertifications performed by the Small Business Administration's state liaison. 5. Crown was qualified as a small business at the time that it received the contracts at issue in the captioned litigation. 6. As evidenced by Crown's Articles of Incorporation, which articles are attached hereto as Exhibit "A", Crown is a Louisiana corporation principal place of business in the state of Louisiana. 7. As evidence by Crown's annual reports, attached hereto as Exhibit "B" in globo, Crown's Board of Directors, as of the time of the SBA size determination applicable to this matter and since then, has consisted of Ray Palmer and R.D. Chatmon. 8. Crown is not presently and has not previously been affiliated, as defined by 13 C.F.R. §121.103, with R.L. Campbell Roofing Company, Inc. ("Campbell") or ThomCo Enterprises, Inc. ("ThomCo"). 9. No person or entity associated with or connected to Campbell has ever controlled or had the power to control Crown in any manner whatsoever. 10. No person or entity associated with or connected to ThomCo has ever controlled or had the power to control Crown in any manner whatsoever. 11. No third party has ever controlled or had the power to control Crown in any manner whatsoever. 12. Crown and Campbell 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. 13. Crown and ThomCo have never had common ownership or management, nor, at the time

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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 Campbell has ever owned or had the power to control any portion of Crown'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 Crown's voting stock. 16. No person or entity associated with or connected to Campbell is the holder of any stock option or convertible security issued by or on behalf of crown. 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 crown. 18. No person or entity associated with or connected to Campbell is a party to any agreement, whether in principle or otherwise, to merge with Crown. 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 Crown. 20. No officer, director, managing member, or partner who controls the board of directors and/or management of Campbell has any control, whatsoever over the board of directors or management of Crown. 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 Crown. 22. Crown and Campbell 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).

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23.

Crown 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.

Crown and Campbell are not and have never been economically dependent on one another in any manner, whatsoever.

25.

Crown 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 Campbell was in any way involved in the organization of Crown, nor has any such individual ever furnished Crown 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 Crown, nor has any such individual ever furnished Crown 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, Crown and Campbell 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, Crown and ThomCo were not parties to a joint venture; that is, they had not, by way of contract, express or implied,

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consorted to combine their efforts, property, money, skill, or knowledge to engage in and carry out any limited-purpose business venture for joint profit.

______________________________ RAY PALMER SWORN TO AND SUBSCRIBED BEFORE ME, NOTARY, THIS ____ DAY OF ___________, 2007. ____________________________ NOTARY PUBLIC

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