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DISTRICT COURT, BOULDER COUNTY, COLORADO 1777 6th St. Boulder, CO 80302 (303) 441-3750 Plaintiff: GOLDEN RUN ESTATES, LLC, a Colorado limited liability company and AARON HARBER, an individual v. Defendant: TOWN OF ERIE, a Colorado municipal corporation __________________________________________________ Attorney for Plaintiffs: Robert J. Bruce, Atty. Reg. No. 17742 RJB LAWYER, LLC 1543 Champa St., Suite 400 Denver, CO 80202 Phone Number: (303) 573-5498 E-mail: bobbruce@rjblawyerllc.com

COURT USE ONLY ___________________________ Case No.: Div:

COMPLAINT AND JURY DEMAND

Plaintiffs Golden Run Estates, LLC and Aaron Harber, by and through their undersigned counsel, respectfully submit the following as their Complaint in this action.

GENERAL ALLEGATIONS (applicable to all claims for relief)

1. Plaintiff Golden Run Estates, LLC (Golden Run) is a Colorado limited liability

company with its registered place of business with the Colorado Secretary of State at 2500 N. 119th St., Lafayette, CO 80026.

2. Plaintiff Aaron Harber is an individual whose principal place of residence is in

Boulder County, Colorado. 3. The Town of Erie (Erie) is a Colorado municipal corporation operating as a

statutory town within, in relevant part, Boulder County, Colorado. 4. Harber is the owner of the real property described as follows:

DATE FILED: September 5, 2014 11:30 AM FILING ID: 2A0F909867D92 CASE NUMBER: 2014CV31112

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The Northwest Quarter of Section 25, Township 1 North, Range 69 West of the 6th P.M., EXCEPT that part described as follows: Beginning at a point in the East line of the Northwest Quarter of said Section 25, 260 feet distant North of the Southeast corner of said Northwest Quarter; Thence Westerly along a line parallel with the South line of said Northwest Quarter, a distance of 530 feet; Thence Northerly along a line parallel with the East line of said Northwest Quarter, a distance of 730 feet; Thence Easterly along a line parallel with said South line of said Northwest Quarter, a distance of 530 feet to a point in said East line of said Northwest Quarter; Thence Southerly along said East line, a distance of 730 feet to the Point of Beginning, County of Boulder, State of Colorado.

5. Harber is also the owner of the real property described as follows: The Northeast Quarter of Section 25, Township 1 North, Range 69 West of the 6th P.M., and that portion of the Northwest Quarter Section 25, Township 1 North, Range 69 West of the 6th P.M described as follows: Beginning at a point in the East line of the Northwest Quarter of said Section 25, 260 feet distant North of the Southeast corner of said Northwest Quarter; Thence Westerly along a line parallel with the South line of said Northwest Quarter, a distance of 530 feet; Thence Northerly along a line parallel with the East line of said Northwest Quarter, a distance of 730 feet; Thence Easterly along a line parallel with said South line of said Northwest Quarter, a distance of 530 feet to a point in said East line of said Northwest Quarter; Thence Southerly along said East line, a distance of 730 feet to the Point of Beginning, County of Boulder, State of Colorado.

6. The parcels owned by Harber are adjacent to each other and comprise approximately 328 acres of agricultural or farm land. Those parcels are hereinafter referred to as the Properties.

7. Golden Run is the developer who intends to oversee the development of the

Properties. 8. This Court has jurisdiction over this matter pursuant to C.R.S. 13-1-123.

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9. Venue is proper in this Court pursuant to C.R.C.P. 98(c) and the agreement between the parties.

10. All conditions precedent to maintaining this action have occurred or been waived. 11. In 2013, Golden Run and Harber had discussions with Eries Town Administrator

wherein they shared their plan for the Properties. That plan included a sustainable, environmentally friendly, multigenerational development.

12. In response to Eries commitment to work toward a sustainable development at

the Properties, Golden Run, Harber and Erie began a unique collaborative process whereby they agreed to mutually pursue annexation, zoning and development approvals related to the Properties.

13. In order to advance the development project, Golden Run, Harber and Erie

entered into that certain Golden Run Pre-Annexation Agreement dated April 9, 2013 (the Pre-Annexation Agreement) a copy of which was recorded with the Boulder County Clerk and Recorder on April 30, 2013 at Reception No. 03308494. A copy of the Pre-Annexation Agreement is attached hereto as Exhibit A.

14. Erie subsequently expressed enthusiasm for the sustainable development project

at the Properties even advising Golden Run and Harber, by way of correspondence dated August 1, 2013, attached hereto as Exhibit B, that they could expect approval of the new community upon annexation of the Properties into Eries Town limits.

15. The Properties have not been platted into lots or blocks or as part of or an addition

to Erie. 16. All taxes and assessments lawfully due and payable upon the Properties are fully

paid as of the date hereof. 17. In accordance with the Pre-Annexation Agreement, Golden Run and Harber

submitted an Annexation Petition which petition was approved by Erie in October, 2013. 18. In January, 2014 without the final approval and against the wishes of Golden Run

and Harber, Eries Board of Trustees voted to approve an annexation agreement which annexation agreement has never been signed by Golden Run or Harber.

19. Notwithstanding the fact that the annexation agreement was not signed by Golden

Run and Harber, Eries Board of Trustees proceeded to zone the property in July, 2014, which zoning was not approved by Golden Run or Harber absent a development plan consistent with the sustainable development project as originally supported by Erie. See Exhibit B.

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20. In 2014, Erie indicated to Golden Run and Harber that it would not approve the contemplated sustainable development project. Erie even demanded that its August 1, 2013 letter be removed from the Golden Run website.

21. Despite its duty to cooperate as set forth in the Pre-Annexation Agreement and

throughout 2014, Erie has refused to cooperate with Golden Run and Harber. Specifically and among other things, Erie (i) refused to incorporate previously agreed upon provisions into the Annexation Agreement; (ii) amended the Annexation Ordinance without consultation with or approval of Golden Run and Harber; (iii) demanded removal of structures which predated annexation; (iv) refused to support zoning and development concepts for the sustainable development project; (v) failed to follow its own protocols related to alleged zoning and building violations; (vi) undertook efforts to downzone the Properties without consultation with Golden Run or Harber; (vii) refused to meet with Golden Runs representatives and Harber; (viii) authorized a taking of a portion of the Properties in contravention of the expectations of the parties expressed in the Pre-Annexation Agreement; (ix) demanded the filing of a petition for de-annexation without regard to the express terms of the Pre-Annexation Agreement; and (x) attempted to compel Golden Run and Harber to terminate the Pre-Annexation Agreement.

22. Pursuant to the Pre-Annexation Agreement, Golden Run and Harber requested

that the Annexation Petition be retroactively withdrawn. 23. Notwithstanding the request for withdrawal of the Annexation Petition and the

terms of the Pre-Annexation Agreement, Erie has refused to disconnect and/or de-annex the Properties from Erie without which the Properties cannot be disconnected from Erie except by court order.

FIRST CLAIM FOR RELIEF

(Breach of Contract) (Harber and Golden Run v. Erie)

24. Golden Run and Harber hereby incorporate the allegations contained in

paragraphs 1 through 23 above as if recited herein. 25. Golden Run and Harber entered into a binding contract with Erie as evidenced by

the Pre-Annexation Agreement. 26. Erie breached the Pre-Annexation Agreement by, among other things, not

processing the de-annexation of the Properties and by failing to cooperate with Golden Run and Harber in the approval of the sustainable development project.

27. Pursuant to the terms of the Pre-Annexation Agreement, Golden Run and Harber

are entitled to an award of attorneys fees associated with this action. 28. As a direct and proximate result of Eries breach of contract, Golden Run and

Harber have suffered damages and losses and are entitled to legal and equitable relief.

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SECOND CLAIM FOR RELIEF

(Breach of Implied Covenant of Good Faith and Fair Dealing) (Harber and Golden Run v. Erie)

29. Golden Run and Harber hereby incorporate the allegations contained in

paragraphs 1 through 28 above as if recited herein. 30. All contracts, including the Pre-Annexation Agreement, contain an implied

covenant of good faith and fair dealing. 31. Erie breached the implied covenant of good faith and fair dealing in the Pre-

Annexation Agreement by exercising its discretion in a commercially unreasonable fashion and without regard to the intent of the parties when the Pre-Annexation Agreement was executed.

32. Pursuant to the terms of the Pre-Annexation Agreement, Golden Run and Harber

are entitled to an award of attorneys fees associated with this action. 33. As a direct and proximate result of Eries breach of the covenant of good faith and

fair dealing, Golden Run and Harber have suffered damages and losses.

THIRD CLAIM FOR RELIEF (Declaratory Judgment C.R.C.P. 57)

(Golden Run and Harber v. Erie) 34. Golden Run and Harber hereby incorporate the allegations contained in

paragraphs 1 through 33 above as if recited herein. 35. All parties needed for a just adjudication of the issues presented have been joined

in this action. 36. The Pre-Annexation Agreement required action by Erie to de-annex and/or

disconnect the Properties in the event certain conditions set forth in the Pre-Annexation Agreement were not met, satisfied or waived.

37. Notwithstanding Golden Runs and Harbers request for de-annexation and/or

disconnection of the Properties from Erie due to the nonoccurrence of conditions set forth in the Pre-Annexation Agreement, Erie has failed and refused to de-annex or disconnect the Properties from the boundaries of Erie.

38. Golden Run and Harber are entitled to a declaratory judgment that the Properties

are de-annexed and/or disconnected from Erie.

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FOURTH CLAIM FOR RELIEF (Disconnection by Court Order)

(Harber v. Erie) (Alternative Claim for Relief)

39. Harber hereby incorporates the allegations contained in paragraphs 1 through 38

above as if recited herein. 40. Harber is entitled to a judicial decree disconnecting the Properties from Erie

pursuant to Colorado Statutes. 41. To the extent as may be required by law, the disconnection of the Properties will

be subject to the restrictions and limitations as required by Colorado Statutes.

PLAINTIFFS DEMAND A JURY ON ALL ISSUES SO TRIABLE. WHEREFORE, Plaintiffs respectfully request that this Court grant the following relief: A. A Declaratory Judgment that the Properties are de-zoned or disconnected from

Erie.

B. An order disconnecting the Properties from Erie enforcing the terms of the Pre-Annexation Agreement or, in the alternative, pursuant to Colorado Statutes;

C. Damages in an amount to be proven at trial;

D. Pre-judgment and post-judgment interest;

E. Attorneys fees and costs; and

F. Such other and further relief as this Court deems just and proper.

DATED this 5th day of September, 2014.

/s/ Robert J. Bruce ____________________________ Robert J. Bruce, Atty. #17742 RJB LAWYER, LLC 1543 Champa St., Suite 400 Denver, CO 80202 Attorneys for Plaintiffs

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Plaintiffs Address: 2500 N. 119th St. Lafayette, CO 80026