It is an honor to make this submission to you and I am pleased to have the opportunity to work with each of you, the members of the Erie Planning Commission, and the Town's staff regarding the exciting opportunity presented by the annexation of our property to the Town of Erie. As you know, developers and builders have been approaching us for years and we have resisted many offers. Unlike many other properties, ours has been in the Erie Comprehensive Plan and has been slated for development for decades - with it most recently being included as land to be annexed to Erie according to the terms of the 1994 Intergovernmental Agreement between Erie, Lafayette, and Boulder County.

With Erie growing steadily over the past several years and with many controversial issues raised this past year, we felt the time was right to formally become part of the Town and to try and do so in a manner which benefits the broader community. With all the discussion and debate regarding "Growth," we hope our proposal can make a positive contribution to that discussion and to the concept that Managed Growth and Controlled Growth, if done "right," can be good for the entire Erie community. Here are some of our personal thoughts, some of the steps we have taken which are different from others, and some of the objectives which are critical elements of our plan.

* PERSONAL PERSPECTIVE. We know our perspective differs from those who are professionally involved in development for a number of reasons. First, we live in the Erie community and plan to be here for the rest of our lives. What happens to our property and to Erie is going to be more important to us than to a developer or builder who wants to quickly build and sell as many lots and homes as possible and then move on to the next project - whether that be in Erie or, more likely, elsewhere. We are not criticizing developers. That is the business they are in. However, it is not our business. Second, we actually live on our property and have attended to it for a number of years. We care passionately about the kind and quality of development which will surround us and care far more than any absentee developer or builder. We are here to stay. Third, because we are in it for the long-term, we want to do what's best for the Town. That means taking our time to find the best people "to do it right." This also is why we appreciate the long-term nature of our relationship with you. Fourth, we understand that maintaining control over the project means we cannot sell everything to a developer. This means we may incur much greater financial risks. Nevertheless, by ensuring that high standards are met, we will realize far more meaningful rewards - i.e., the creation of a quality project and a contribution to the further formation of a long tradition of creating "community" in Erie.

* THE TEAM. We have put together an exciting group of people to create our plan. They are professionals with a different perspective on growth. They seek ways to achieve designs which are aesthetic, environmentally-sound, and compatible with the area. They are sensitive to special needs and look at this project as an opportunity for everyone. They have great latitude creatively because I am not a developer or builder. That is a huge advantage. While developers and builders are forced to consider everything from a financial perspective and have to move from one project to the next, that isn't the case here. We can do what truly is best for everyone. We can make decisions which result in a higher aesthetic component. We can strive for much higher quality. We can and want "to do it right."

* SPECIAL DESIGN APPROACH. I have asked the Golden Run Team to consider how the look of Old Town Erie could be integrated into the project. This might mean doing something as obvious as constructing buildings which are a reflection of Old Town Erie (such as an elementary school using the Lincoln School exterior as a model) as well as planning links and trails into Old Town Erie and other parts of town. We would like to see permanent residents and people working on-site at Golden Run regularly walking and bicycling into Old Town for lunch or to shop. The specific features of the property, key design elements and our vision for the future all will create a unique project in Erie which will be a credit to Erie's imaginative and leading-edge approach. Our goal is to help people across Colorado and around the country see Erie as a community which is solving problems related to growth in a creative and effective manner. We also want developers and builders to see it is financially possible "to do the right thing."

* NEW URBANISM. We have tried to select the best New Urbanism has to offer and tailor it for Erie and this particular site. Using a more compact planning approach will save money on utilities and create a greater sense of neighborhood. It also provides the opportunity to create more open space and not block Front Range backdrop view corridors. With New Urbanism's mixed use approach and range of building options, people can work, shop, and play closer to where they sleep, and often do these activities without their cars. New Urbanism is an alternative to "Urban Sprawl." Through better land use and design, we can create a human-scale place to live, where buildings and streets relate to each other in ways which encourage people to experience them on foot. This plan is for people - not cars. By having homes close to services (such as offices, retail, and transit), we can achieve a much livelier mix of uses which promotes social interaction. New Urbanism also exchanges smaller lot sizes for more parks, open spaces, and other green spaces. This allows the land to not be so cluttered. If you look at many developments done over the past few decades, lots are allocated and housing is constructed so there are few "green areas." In these instances, the land almost is completely covered up with houses and streets, with little else left. New Urbanism counters this with a much more humane approach and a livelier design. Varying the sizes of both lots and buildings, organizing streets with a hierarchy of scale, and providing landmarks are just some of the tools New Urbanism employs. New Urbanist designs strive to create a "sense of place." Our Plan is designed using both historical and new tools so the result is a place which is vital, active, and ecologically sound. The ultimate goal is to provide a happier, healthier place to live.

* LOCATION. The site already is surrounded by the Town and is an obvious fit. This was why the property was included in the Erie Influence Area and anticipated for annexation in the 1994 Intergovernmental Agreement signed by the Town of Erie, the City of Lafayette, and Boulder County. To the east is property all of which has been annexed to Erie. It is zoned for commercial and light industrial uses (it is one-half mile in length). The same applies to the eastern half of the southern border (also one-half mile in length). The entire northern border (one mile long) is the Canyon Creek subdivision, which already is under construction. To the west (a one-half mile border) are homes built on large-sized lots in unincorporated Boulder County. Back to the southern border, on its western half (one-half mile in length) is Boulder County Open Space. Overall, this means that about two thirds of the property borders the Town - far in excess of the 16% minimum requirement for annexation and another indication of the "fit" of the property. The property is part of Erie's "Southwestern Gateway" in that North 119th Street accommodates a large number of people coming into Town. With Leon Wurl Parkway now open, North 119th Street will become a major route to Old Town Erie and to I-25. As a result, we have designed the western side of the project to make it more attractive for people driving by and for those living in the area. The same aesthetic objectives apply to County Line Road, as our conceptual plan shows. Our goal is to have people enter Erie at our border and be impressed with what they see. Finally, the property also is a natural fit from the perspective of law enforcement - with its annexation providing a half mile of inclusion on each of North 119th Street and County Line Road. This closes the current gap between annexed properties which are part of Erie but which, today, are separated by stretches of unannexed land..

* SPECIAL AREAS. From a personal perspective, our goal is to maximize the "green areas" within the property. This means saving the Pond and expanding the wildlife area we have developed around it over the past decade.
We think it could be an extraordinary area. Rather than build high-end, multi-million dollar waterfront houses around it (which had been proposed by some developers), we want to see this special area preserved and expanded. Similarly, while a typical development may have offered 30 acres of open space, we have achieved almost 130 acres of parks, open spaces, civic areas, trails, and private or otherwise restricted "green" areas. This represents about 40% of the entire land surface. If we can achieve this goal and show other developers that it makes economic sense, we could help set a new standard for land use and Urban Sprawl reduction. Again, the current design creates visual buffers so the neighbors to the west are not affected by the project and mountain views are maximized for everyone. All trails and open spaces are linked internally on the site so everyone has access to them. Everyone also is within easy walking distance of a park, trail, tot lot, the Pond, or a similar amenity. We also are designing external links, with an emphasis towards Old Town Erie and the developments around us. Additionally, we see the Pond as a wildlife habitat area which some day could be linked to the Boulder County Open Space to the south.

* DENSITIES. The project's density compares favorably to the Canyon Creek subdivision across our entire one-mile northern border yet provides over 300% more open space and green areas. The density has been the subject of discussion with Town staff for some time and has been lowered significantly from what was originally contemplated . It is consistent with the Comprehensive Plan and is minimally adequate to help create the "critical mass" needed for some of the anticipated commercial activity. That activity now also depends on residential development elsewhere but, because such development already is scheduled to happen, the lower densities on the site should be marginally sufficient. The site has long been designated for "Primary Urban Density" development and should continue to be viewed as a component of the critical mass Erie is seeking, especially to anchor Downtown. We will offer a very wide range of housing and commercial spaces. While apartments can be used to create more opportunities for parks and open space, they cannot entirely replace the single-family housing element which is critically important. With clustering and by using smaller lots, desired densities can be obtained while increasing the amount of land preserved for parks, open spaces, and green areas. For this reason, "units-per-acre" calculations can be misleading. The real questions ought to be "What are we getting" and "What kind of communities will this design help us build?" By using compact designs and by clustering housing, this approach can maintain densities yet provide maximum open space and other green space. We hope you will agree that our innovative approach is exactly what Erie needs today.

* SPECIFIC ENVIRONMENTAL CONSIDERATIONS. Golden Run could help define what a truly "green" project is all about. Land-shaping design, siting of homes for maximum solar gain (to reduce utility usage), special building designs, and overall planning are very important but we would like to take the next steps to a higher level. A community designed with recycling in mind (with community composting and recycling centers), with wastewater reduction and gray water systems as part of the original plan, with a unique wildlife habitat created from what was a man-made irrigation pond, with alternative and green building materials encouraged, and with community gardens for all to participate in and enjoy, all are significant features we would like to see incorporated into final designs. Having "green areas" which include open spaces, parks, tot lots, streetscapes, special landscaping, and similar viewing areas which are triple the size of what normally is expected also are goals we have. Reducing traffic and car usage by allowing live/work units and creating on-site employment opportunities are important design elements, too.

* COMMERCIAL OPPORTUNITIES, AND BUSINESS INCUBATION. The plan offers four concrete ways to promote economic activity. First, we have a substantial commercial/employment area for the property. It totals over one million square feet - right in sync with the Comprehensive Plan. Second, we are encouraging "work/live" opportunities to allow some limited living spaces above or next to small businesses. This will create opportunities for people to live near their places of work and can serve to reduce traffic. Third, we are incorporating reasonable work-at-home regulations to accommodate telecommuters and others who want to start small businesses at home. Fourth, we will incorporate sensible, limited commercial activity within the borders of residential developments. This will create more of a neighborhood "feel" and also will help reduce traffic by allowing residents to walk to neighborhood stores and shops. The combination of these four factors should make the site a "business incubator" for the entire Town of Erie by providing opportunities for start up and expand small businesses as well as for well-established firms. We look forward to working closely with Erie's Director of Economic Development, Ernie Witucki, and are especially interested in projects which coordinate the commercial and retail efforts of Golden Run and its neighbors.

* SENIOR FOCUS. As the name of the project connotes, we want Golden Run to be seen as a "mature-adult friendly" environment which offers a full range of housing and life-style options to people 50 and over. This is attractive to many of us as we reach that age ourselves or who already have elderly parents who want to become or remain part of the community. These are needs in the broader community we can help meet. Our mixed use approach provides for single people, young families, middle-aged folks, seniors, empty-nesters, and those needing independent living facilities and even higher levels of care. With such a mix, we can help keep families together so they can stay in touch and be involved with each other for entire lifetimes. Our plan for large open spaces and lots of small parks - within easy walking distance of everyone - also accommodates those who cannot go too far but want to remain active. In addition, our main retail sites and satellite sites will provide easy access to services for everyone.

* CIVIC SITES. We are prepared to designate both a Park site and a Civic site as a benefit to the entire community. This is in addition to our plan to maximize "green" or open spaces. While our discussions with Town staff have involved using the Civic site for an elementary school, we want you to know we also are willing to consider it as a site for a Senior Center or other community facility. It is possible that a school may not be necessary, especially with another elementary school being built across North 119th Street. This could make other civic uses more attractive.

* RESIDENTIAL BUILDING OPTIONS. To avoid the "cookie cutter" approach used by others, Golden Run is being designed with flexible building and zoning standards which encourage mixed uses and creative solutions for a variety of housing needs. Golden Run will add to Erie's diversity because it will not look like most developments. Housing types will include studio apartments over small retail outlets, live/work efficiency units, a mix of residential and accessory units, townhomes, patio homes, "empty-nester" homes, apartments and condominiums of all sizes, duplex and triplex units, co-housing (with an emphasis on seniors' needs) and other diverse senior housing, and there certainly will be traditional single-family homes but with a wide variety of shapes, sizes, designs, and prices. This diversity will provide accessibility for younger families as well as for our older citizens while better accommodating the needs of people at all the different stages of their lives. No one will be left out. Golden Run will look like part of a town which developed over the course of several decades, beginning at the turn of the century and will appear similar to a return to "The Good Old Days" but with modern amenities and higher standards throughout.

* COMMERCIAL BUILDING OPTIONS. Commercial and employment building designs will address a wide range of needs. The variety of types will be expanded from a traditional set to make the offerings and final designs more attractive. The space totals will exceed those contemplated in the Comprehensive Plan by only three percent but could be adjusted upwards, based on demand. Smaller business opportunities may exist throughout the project but the majority of activity will be concentrated in the eastern third of the property where a "walkable" commercial Village Center is contemplated. The range of offerings will be made large enough to accommodate the small businessperson just starting a venture all the way to prospective large corporate tenants. We are especially sensitive to accommodating the high technology needs of all businesses and will be working directly with providers to ensure the site is developed with the most advanced telecommunications infrastructure possible as an special attraction.

* PROCESS AND PUBLIC ACCESS. We have decided to improve and try to help set a new standard for public access by placing our entire initial application on the Internet (it will be located at www.GoldenRun.com). We hope to accomplish this within the next four weeks. By being on-line, we can enable any citizen to review the documents we have created at his or her convenience and at no cost. By making everything available for free on a 24-hour-a-day basis, we believe we will achieve a degree of openness and disclosure unheard of prior to this effort. Well before even submitting our proposal, we held discussions with Town staff, with many of our neighbors, and with some of Erie's most vocal growth control proponents. We have been thanked for this outreach effort. Our proposal has been modified based on the suggestions we received. For example, the Town staff had us lower our total unit numbers, the neighbors encouraged us to emphasize our buffers, and the growth opponents helped us understand that, by doing something different, this annexation could benefit the entire community. We believe we will receive the endorsement of Town staff, assistance from most of our neighbors, and even support from some people recognized solely as growth control proponents. We plan to continue to hold "town hall" meetings throughout the project's life. We also have tried to complete everything at the beginning of the process - including a draft Annexation Agreement - so the Town would have as comprehensive a package as possible. We hope this helps expedite the approval process.

After many years of thought, we are excited about the potential this project offers everyone. We recognize that our relationship with you is a long-term partnership. We look forward to working with each of you. Always feel free to contact me at (303) 666-6161 or via e-mail (aaron@goldenrun.com). As you can imagine, for a number of reasons, we can't wait to change our address from "Lafayette" to "Erie." Thank you very much for your time and consideration.

Respectfully yours,

Aaron Harber

Introduction

Golden Run will be a 330-acre development that will include a healthy diversity of land uses. In order to convey the intent of the following narratives, it is necessary to describe some underlying principles that are driving the Conceptual Plan.

Providing a human-scale, usable environment for the occupants of this development is paramount, along with a need to reduce the environmental impact of its services and uses. With these goals in mind, Golden Run will be planned with the pedestrian and Old Town character of Erie as driving forces. Golden Run intends to organize the development into neighborhoods, district, and corridors. Neighborhoods are areas with a balanced mix of human activity; districts are areas dominated by a single activity; corridors are connectors and separators of neighborhoods and districts. The proximity and scale of these elements will be determined by their intended level of activity and public safety. New Urbanism and "green" development principles will be employed to create a place that will not only be enjoyable for the community to use, but will enhance the regional character and link together the various land uses adjacent to this property.

Street Master Plan

The proposed development will connect to County Line Road on the east, North 119th Street on the west, Meller Street to the north, a local street to the north and a local street to the south. A Major Residential/Business Collector will be placed inside the development, running east-west, acting as a collector for all internal lot access. No direct access from an individual lot will be allowed onto County Line Road, North 119th or within the development onto the proposed collectors. Both County Line Road and North 119th Streets function as arterials.

Pedestrian and bicycle trail systems will connect open space, transportation corridors and commerce to existing town facilities and to Old Town Erie as shown in the Comprehensive Plan. Trails will be located off-street when possible. A separation of automobiles and pedestrians is viewed as safe and aesthetically pleasing, however portions of the trail network will require use of the planned streets within the development. Street standards will accommodate both pedestrians and bicycles. A pedestrian underpass is planned near the intersection of Meller Street and the main collector running east-west, under the collector, in order to safely connect children and open space users from the northern half of the property to the southern half.

Subdivision Plan

The Conceptual Plan shows a mix of uses within the proposed development. Along the eastern property boundary is located the central commercial district. This location is also intended as a transit center for the community. As traffic increases along County Line Road, it is very likely that bus service will be provided along this corridor.

Moving west from County Line Road, immediately west of the commercial district, mixed-use facilities will be allowed, including live-work units, attached residential units to office and retail facilities, commercial "incubator" units, light industrial and higher density attached residential dwelling units. These uses will be immediately adjacent to the commercial district and will blend into lower density residential units to the west.

Moving further west, a civic site including an elementary school and/or library and community park abut the northern property line between the two road connections to the north. Across the main collector, is another park linking open space to the south. Open space around the existing pond is planned as natural habitat buffer. Further west to the western property line is medium and lower density detached residential uses intermixed with interior parks and open space.

Planned densities within the development accommodate the clustering of dwelling units, allowing for more open space. The main collector is planned within a wide open space corridor, creating a long park for use by area residents, and a bike/pedestrian path meandering along its length. A central pond or fountain will be placed as a design focal point for all of the activity on this site.

Deviations from existing Town subdivision standards include reducing setbacks on a portion or all of the units to accommodate a more usable backyard, garages and carriage houses. Building facades located closer to the street provide a more friendly environment for pedestrian use and increase perceived safety of the neighborhood. Tree-lined streets with buildings located closer to the street will also contribute to slower traffic speeds, further enhancing the safety of the neighborhood and better reflecting the character of Old Town Erie.

Comprehensive Plan

The Erie Comprehensive Plan land use map (1999) designates this property for both Urban Density Residential and Employment development. Golden Run is proposing a PD (" Planned Development") zoning which allows it to comply with the intent of the Zoning Ordinance, using "innovative and creative design and to facilitate a mix of use…". Golden Run is proposing a gross density of approximately 2.4 dwelling units/acre, on the entire 330+ acres. These dwelling units are within 252.7 acres of residential zoning and open space. 43.8 acres will be zoned as exclusively commercial and will accommodate approximately 956,000 square feet of commercial retail, office and light industrial uses compatible with mixed-use development. The total area of open space within this development will be 40% of the 330 acres. By clustering the developed zones, Golden Run is able to create more open space for public use than surrounding developments. By strategically locating these open spaces and linking them together with pedestrian corridors, Golden Run is able to connect the surrounding land uses in an efficient and environmentally sensitive manner.

The commercial sector is planned to accommodate the same level of activity as indicated in the Comprehensive Plan. The Comprehensive Plan indicates approximately 110 acres of "employment" area. Using DRDOG ratios of building to land (approximately 20%), we estimated 956,000 sf of commercial space. This commercial space is spread across 43.8 acres of purely commercial and 19.1 acres of mixed-use zoning. By densify-ing the commercial sector, the activity on the site will be at a human scale that is walk-able, not dominated by parking lots and unusable land. The area of open space typically found in commercial development has been rolled into the other open space areas on the site to create meaningful common areas, both within and around the commercial zones.

It appears to be smaller in size than the 100+ acres originally zoned as "employment." However, the amount of commercial square footage proposed is in line with the original 100+ acre allotment, only in a smaller, more efficiently designed space. Open space originally designated as a requirement within the commercial district has been incorporated into the overall development plan to provide community-wide opportunities that are consistent with a mixed-use, pedestrian oriented development.

Existing and Adjacent Land Uses

Presently, there are a variety of adjacent land uses. The subdivision of Canyon Creek to the north is planned as a detached residential subdivision with lots not exceeding 9000 square feet. To the west, across North 119th Street on the northern half of Golden Run property line is the Price Annexation. This subdivision will be similar to Canyon Creek with primarily detached units. Along the southern half of the western boundary across North 119th Street are larger lots already subdivided and developed which are in Boulder County. To the South, along the western half of the property is Boulder County Open Space. The eastern half of the southern property line is the Young Annexation, zoned as "employment," identical to Golden Run's zoning along County Line Road. To the east is the Feuer property, which is also zoned as "employment."

The existing land use of this property is predominantly agricultural production in the form of small grains. There are four residence on the property, with the land owners residing in the primary one on the western end. In addition, there are two minimal producing gas wells, one on each half of the property.

Proposed Development Staging and Time Frame

Proposed residential development schedule is specified in the Market Study representing a build-out beginning in the year 2005, ending 2012. Commercial development staging may begin sooner rather than later due to non-traditional development standards that allow for early business incubation via live-work, mixed-use and light industrial units that are less capital intensive and require less critical mass to initiate.

Larger commercial anchors, such as major employers, may develop as soon as 2006.

REQUEST:

X Annexation Preapplication Preliminary Pint Final Plat
Re-plat Lot Division Special Use Home Occupation
X Zoning Other

Location (attach full legal description): See attached legal description, Exhibit A

DESCRIPTION OF REQUEST (Attach additional pages if necessary): Annexation and zoning of attached described property into the Town of Erie to be zoned "PD" per the Zoning Ordinance in use at the time of this application.

OWNER OF RECORD: Aaron Harber TELEPHONE: (303)666-6161

AUTHORIZED REPRESENTATIVE: Golden Run, LLC

MAILING ADDRESS: 2500 North 119th St., Lafayette, CO 80026

FOR NEW DEVELOPMENTS ONLY:

Gross Site Acreage: 330.49 Gross Site Density: 2.4 du/ac

Square Footage Proposed on Non-Residential Development: 956,000

Present Zoning: Agriculture (BOCO) Proposed Zoning: PD

Mineral Rights Owner: Aaron Harber 2500 North 119th Street, Lafayette, CO 80026
(name) (mailing address)

Union Pacific Resources Co. Post Office Box 7, Ft. Worth, TX 76101
(name) (mailing address)

Water Rights Owner: Aaron Harber 2500 North 119th Street, Lafayette, CO 80026 (name) (mailing address)

The undersigned is fully aware of the request/proposal being made and the actions being initiated on the referenced property. The undersigned understand that the application must be found to be complete by the Town of Erie before he request can be officially accepted and the review process initiated. The undersigned is aware that the applicant is fully responsible for all reasonable costs associated with the
review of the application being made to the Town of Erie. By this acknowledgment the undersigned hereby certify that the above information is complete and true. (If the applicant is not the owner(s) of the subject property, tile owner(s), mortgage and/or lienholder shall also sign the Application.)

Owner: Date:

Applicant: Date:
(attach additional signatures as necessary)

STATE OF COLORADO)
                                           )SS.
COUNTY OF BOULDER)
The foregoing instrument was acknowledged before me this_____ day of 19 ___ by

My commission expires:

Witness My hand and official seal.

Notary Public

February 25, 2000

The Honorable Victor Smith, Mayor
Members of the Board of Trustees
645 Holbrook Street
P.O. Box 100
Erie, CO 80516

Re: Golden Run Annexation

Dear Mayor Smith and Members of the Board of Trustees,

As owner of approximately 320 acres of property generally located between County Line Road and 119th Avenue immediately south of the Canyon Creek subdivision, more specifically described in the attached annexation petition and proposed annexation agreement, I hereby authorize Golden Run, LLC, a Colorado Limited Liability Corporation, to represent me in applying for annexation to the Town of Erie pursuant to Colorado law and Erie's zoning ordinance.

Thank you for your consideration of the materials enclosed herewith.

Sincerely,

Aaron Harber

cc: Carl Oldham, General Manager, Golden Run, LLC

February 25, 2000

The Honorable Victor Smith, Mayor
Members of the Board of Trustees
645 Holbrook Street
P.O. Box 100
Erie, CO 80516

Re: Golden Run Annexation

Dear Mayor Smith and Members of the Board of Trustees,

As the duly authorized representative of the owner of approximately 320 acres of property generally located between County Line Road and 119th Avenue immediately south of the Canyon Creek subdivision, more specifically described in the attached annexation petition and proposed annexation agreement, I hereby express our interest and intent to annex this property to the Town of Erie pursuant to Colorado law and Erie's zoning ordinance for residential, retail, office and mixed use development.

We look forward to working with the Town in processing this request.

Sincerely,

Carl J. Oldham
General Manager

cc: Aaron Harber

RE: Petition Known As: Golden Run

DATE: February 25, 2000

I, Aaron Harber , the undersigned landowner, in accordance with Colorado law, hereby petition the Town of Erie and its Board of Trustees for annexation to the Town of Erie of the following described unincorporated territory located in the County of Boulder and State of Colorado, to-wit:

"See legal description in Exhibit A, attached hereto and incorporated herein by this reference."

As part of this petition, your petitioner further states to the Board of Trustees of Erie, Colorado, that:

1. It is desirable and necessary that the territory described in Exhibit A be annexed to the Town of Erie.

2. The requirements of C.R.S. sections 31-12-104 and 31-12-105, as amended, exist or have been met in that:

a. Not less than one-sixth of the perimeter of the area proposed to be annexed is contiguous with the Town of Erie or will be contiguous with the Town of Erie within such time as required by 31-12-104.

b. A community of interest exists between the area proposed to be annexed and the Town of Erie.

c. The area proposed to be annexed is urban or will be urbanized in the near future.

d. The area proposed to be annexed is integrated with or is capable of being integrated with the Town of Erie.

e. No land within the boundary of the territory proposed to be annexed which is held in identical ownership, whether consisting of one tract or parcel of real estate or two or more contiguous tracts or parcels of real estate, has been divided into separate parts or parcels without the written consent of the landowner or landowners thereof, unless such tracts or parcels were separated by a dedicated street, road or other public way.

f. No land within the boundary of the area proposed to be annexed which is held in identical ownership, comprises twenty acres or more, and which, together with the buildings and improvements situated thereon has an assessed value in excess of two hundred thousand dollars ($200,000.00) for ad valorem tax purposes for the year next preceding the annexation, has been included within the area proposed to be annexed without the written consent of the landowner or landowners.

g. No annexation proceedings have been commenced for any portion of the territory proposed to be annexed for the annexation of such territory to another municipality.

h. The annexation of the territory proposed to be annexed will not result in the detachment of area from any school district.

i. The annexation of the territory proposed to be annexed will not have the effect of extending the boundary of the Town of Erie more than three miles in any direction from any point of the boundary of the Town of Erie in any one year.

j. Prior to completion of the annexation of the territory proposed to be annexed, the Town of Erie will have in place a plan for that area, which generally describes the proposed: Location, character, and extent of streets, subways, bridges, waterways, waterfronts, parkways, playgrounds, squares, parks, aviation fields, other public ways, grounds, open spaces, public utilities, and terminals for water, light, sanitation, transportation, and power to be provided by the Town of Erie; and the proposed land uses for the area; such plan to be updated at least once annually.

k. In establishing the boundary of the territory proposed to be annexed, if a portion of a platted street or alley is to be annexed, the entire width of the street or alley has been included within the territory to be annexed. The Town of Erie will not deny reasonable access to any landowners, owners of any easement, or the owners of any franchise adjoining any platted street or alley which is to be annexed to the Town of Erie but is not bounded on both sides by the Town of Erie.

3. The owners of more than fifty percent of the area proposed to be annexed, exclusive of dedicated streets and alleys, have signed this petition and hereby petition for annexation of such territory.

4. Accompanying this petition are four copies of an annexation map containing the following information:

a. A written legal description of the boundaries of the area proposed to be annexed;

b. A map showing the boundary or the area proposed to be annexed, said map prepared and containing the seal of a registered engineer;

c. Within the annexation boundary map, a showing of the location of each ownership tract in unplatted land and, if part or all of the area is platted, the boundaries and the plat numbers of plots or of lots and blocks;

d. Next to the boundary of the area proposed to be annexed, a drawing of the contiguous boundary of the Town of Erie and the contiguous boundary of any other municipality abutting the area proposed to be annexed, and a showing of the dimensions of such contiguous boundaries.

5. Upon the Annexation Ordinance becoming effective, all lands within the area proposed to be annexed will become subject to all ordinances, rules and regulations of the Town of Erie, except for general property taxes of the Town of Erie which shall become effective as the January 1 next ensuing.

6. The zoning classification requested for the area proposed to be annexed is Planned Development .

WHEREFORE, the following petitioner respectfully requests that the Town of Erie, acting through its Board of Trustees, approve the annexation of the area proposed to be annexed. By this acknowledgment, the undersigned hereby certify that the above information is complete and true.

Owner: Date:
Aaron Harber

GOLDEN RUN, LLC (Applicant)

By: Date:
Carl J. Oldham, General Manager

STATE OF COLORADO)
                                           )SS.
COUNTY OF BOULDER)

The foregoing instrument was acknowledged before me this day of , 19 by .

My commission expires:
Witness My hand and official seal.

Notary Public

RECORD OF
LAND OWNERSHIP AND DATE SIGNED

Landowner/Petitioner Legal Description
Mailing Address Date Signed of Land Owned

AFFIDAVIT OF CIRCULATOR

STATE OF COLORADO)
                                           )SS.
COUNTY OF BOULDER)

, being first duly sworn upon oath, deposes and says that (he or she) was the circulator of this Petition for Annexation of lands to the Town of Erie, Colorado, consisting of [ ] pages including this page and that each signature hereon was witnessed by your affiant and is the signature of the person whose name it purports to be.

Circulator

STATE OF COLORADO )
                                          )SS.
COUNTY OF BOULDER)

The foregoing instrument was acknowledged before me this day of , 19 by .

My commission expires:
Witness My hand and official seal.

Notary Public

EXHIBIT "A"

(Insert the complete legal description of the property)GOLDEN RUN ANNEXATION AGREEMENT

THIS AGREEMENT is made and entered into this ___ day of ________, by and between Golden Run, LLC, a Colorado Limited Liability Corporation , hereinafter referred to as the "Owner," and the Town of Erie, a municipal corporation of the State of Colorado, hereinafter referred to as "Erie" or "Town".

WITNESSETH:

WHEREAS, the Owner desires to annex to Erie the property more particularly described on Exhibit "A," which is attached hereto, incorporated herein, and made a part hereof (such property is hereinafter referred to as "the Property"); and

WHEREAS, Owner has executed a petition to annex the Property, a copy of which petition is attached hereto as Exhibit "B," and incorporated herein and made a part hereof; and

WHEREAS, it is to the mutual benefit of the parties hereto to enter into the following Agreement; and

WHEREAS, Owner acknowledges that upon annexation, the Property will be subject to all ordinances, resolutions, and other regulations of the Town of Erie, as they may be amended from time to time; and

WHEREAS, Owner acknowledges that the need for conveyances and dedication of certain property, including but not limited to property for streets, rights-of-way and easements, parks and open space, utility facilities and improvements, to Erie as contemplated in this Agreement are directly related to and generated by the development intended to occur within the Property and that no taking thereby will occur requiring any compensation.

NOW, THEREFORE, in consideration of the above premises and the covenants as hereinafter set forth, it is agreed by and between the parties as follows:

I. ANNEXATION AND ZONING. The annexation of the Property shall be in conformance with the Colorado Municipal Annexation Act of 1965, as amended, and with applicable Town of Erie codes.

The Owner desires Planned Development District zoning, in accordance with the Erie Zoning Code (Ordinance 408). The parties recognize that it is the intent and desire of the Owner to develop the Property in a manner generally consistent with the zoning requested and that the granting of such zoning by the Town of Erie is a condition to annex the Property. Owner shall take all action necessary to permit zoning by the Town of Erie of the annexed area within the time prescribed by state statutes.

A. Land Use. All residential and commercial construction will be subject to the types and intensities of land use permitted pursuant to the Planned Development Standards adopted herewith, attached hereto as Exhibit F, or for uses and densities not specifically addressed therein, pursuant to the Erie Zoning Code in effect on the date hereof.

A. Master Development Plan. Erie and the Owner recognize that property development is subject to market conditions. To assure Erie that the development of the Property proceeds in an orderly manner, Owner may phase the development. A "master development plan" for the Property will be provided during the subdivision process. For each phase, a site specific plan will be submitted to the Erie Planning and Zoning Commission and the Board of Trustees for review and approval, which approval shall not unreasonably be withheld. The site specific plan shall be in general conformance with the "master development plan" for the Property, as approved and/or amended by the Board of Trustees.

I. ANNEXATION MASTER PLAN FOR PROPERTY. The Erie Comprehensive plan encompasses the entire Property. The Comprehensive Plan does not set out in detail the land uses for the Property. The "annexation master plan" incorporated and adopted as a portion of the ordinance annexing the Property and attached hereto as "Exhibit C" complies with the requirements of C.R.S. §31-12-105 (1)(e).

I. LAND DEDICATION. The dedication of parks and open space, public easements for utilities, rights-of-way for streets and other public ways and dedications for other public purposes shall be by Quit Claim Deed or appropriate instrument of conveyance acceptable to the Town. Dedications of public easements for utilities, rights-of-way for streets and other public ways shall occur immediately upon request of the Town except that internal rights-of-way shall be dedicated at the time of subdivision platting. The Town and the Owner agree that dedications of public easements for utilities, rights-of-way for streets and other public ways are directly related to and generated by development intended to occur within the Property and that no taking thereby will occur requiring any compensation. The dedication of parks and open space in excess of the minimum dedication offered below is a gift to the people of Erie and to future residents of the Golden Run development offered by the Owner in good faith and without an expectation that annexation approval is or may be conditioned thereon.

A. Parks And Open Space. The Owner agrees to either dedicate to the Town of Erie, a minimum of 20 acres (6.25%) of the total acreage of the Property as public land, or to pay an equivalent "cash in lieu of" to the Town based on the undeveloped price of such land, or any combination of land and cash as is negotiated and agreed upon by the Owner and the Town. Any open space, parks, landscaped right-of-ways, or trails dedicated to the Town may count towards the land dedication. The dedication of land or cash in lieu of land is at the Town's option and discretion.

A. Roads And Utility Easements. The Owner shall dedicate right-of-way for all roads and utility easements to Erie. All utility easements dedicated to Erie shall be for the use and the benefit of the various entities furnishing utility services, i.e., electrical, telephone, gas, TV cable, water, and sewer. Said rights-of-way for all utilities may be within the road or trails right-of-way and may be identical or overlapping. ALL NEW UTILITIES WILL BE PLACED UNDERGROUND.

I. AVAILABILITY OF SERVICES. Erie agrees to make available to the Property all of the usual municipal services in accordance with the ordinances and policies of the Town which services include, but are not limited to, police protection and water and sewer services. Owner acknowledges that Town services do not include, as of the date of the execution of this Agreement, fire protection or emergency medical services, but the Property is presently included within the boundaries of and is entitled to receive such services from the Mountain View Fire Protection District. Owner may create a metropolitan or special district or may enter into a services contract with an existing a metropolitan or special district, in order to obtain all or some of the above or similar services; provided, however, that the Town of Erie shall have the opportunity to review and comment upon the adequacy of services proposed for provision by a metropolitan or special district, and may offer to provide a competitive bid for equivalent services, which Owner may choose to accept or reject in its sole discretion.

I. WATER SERVICE. Water service to the Property shall be provided by the Town, except as may be allowed by separate agreement between the Town and another public water provider. Owner warrants that the Property is in the Northern Colorado Water Conservancy District. Owner hereby acknowledges its receipt of a copy of Town of Erie Ordinance No. 477, concerning Town policy with respect to obtaining water service from the Town, the dedication of water rights to the Town in connection with annexations and the extension of water lines and pumping facilities to the Property. Owner agrees to comply with Ordinance No. 477 and with any amendments thereto, including any applicable amendments adopted subsequent to the annexation of the Property. The Town and the Owner agree that such dedications are directly related to and generated by development intended to occur within the Property and that no taking thereby will occur requiring any compensation. Notwithstanding the foregoing, Owner may create a metropolitan or special district or may enter into a services contract with an existing a metropolitan or special district, in order to obtain water services; provided, however, that the Town of Erie shall have the opportunity to review and comment upon the adequacy of the proposed water services, and may offer to provide a competitive bid for equivalent services, which Owner may choose to accept or reject in its sole discretion.

A. Extension of Water Services. The extension of water mains or trunk lines shall be in accordance with Ordinance No. 477. Owner shall install at its sole cost and expense, all the water mains, trunk lines, pumping facilities and appurtenances necessary to provide service from the Town's system to the Property. These extensions may include the oversizing of lines and pumping facilities for future development of adjacent property, if Owner consents to same. Owner shall not unreasonably withhold its consent. Owner shall install at its sole cost and expense, all the water lines, fire hydrants and appurtenances within the Property. Water lines lying within the dedicated right-of-way shall be dedicated to Erie after construction. Any reimbursements to the Owner for oversizing of water lines will be subject to Section 11.e. of this Agreement and any subsequent site development agreement.

A. Water Service Availability. Erie does not warrant the availability of water service to the Owner for any phase of development. A determination of water service availability by Erie shall be made by a water system analysis at the time the Owner requests water taps. In the event that the Town determines that it has insufficient water service availability, no water taps shall be issued until such time as there is water service availability. Owner may create a metropolitan or special district or may enter into a services contract with an existing a metropolitan or special district, in order to obtain water services; provided, however, that the Town of Erie shall have the opportunity to review and comment upon the adequacy of the proposed water services, and may offer to provide a competitive bid for equivalent services, which Owner may choose to accept or reject in its sole discretion.

A. Water Tap Fees. Water tap fees shall be the existing Town water tap fees at the time which the Owner requests water taps. Water tap fees shall be paid when a building permit for a structure is requested from the Town. In the event water services are obtained from a metropolitan or special district, and not from the Town of Erie, water tap fees shall not be owed until such time as the Town provides water services, and said fees shall be discounted by an amount equivalent to the fair market replacement value of the infrastructure installed by the Owner or by the metropolitan or special district retained by the Owner to do so.

A. Water Rights Dedication. Owner represents to the Town that the tributary and non-tributary water rights listed on Exhibit "D", attached hereto and incorporated herein by this reference, constitute all of the water rights appurtenant to the subject property. In accordance with Ordinance No. 477 and Ordinance No. 555, as amended, and existing Town policy, the Town will purchase historical surface water rights from the land at fair market value. The purchase may be delayed until the Owner is ready to sell. All subsurface (non-tributary) water rights shall be deeded to the Town at the time of annexation. Transfer of the subsurface water rights shall be accomplished prior to the recording of the annexation with the County Clerk and Recorder.

I. SEWER SERVICE. Sewer service to and for the Property shall be provided by the Town, except that by separate agreement, the Owner may provide individual septic systems, or a supplemental gray-water collection and treatment system for the Property, or a central collection and treatment system for the Property in the event that sewer service is not available from the Town. Septic systems must be approved by the Town and Boulder County Health Department. The Owner agrees to connect to sanitary sewer at Owner's expense when such sewer service comes within 100 feet of the property boundaries. The Owner shall record a disclosure with all lots sold verifying that it shall be the responsibility of the fee title owner of the land to bear the cost of extending Town sewer lines to the Property, should the State of Colorado or any other governmental agency require Town sewer service to be provided to this Property.

Owner hereby acknowledges receipt of a copy of Town of Erie Ordinance No. 508, concerning Town policy with respect to obtaining sewer service from the Town and the extension of sewer lines to the Property. Owner agrees to comply with Ordinance No. 508 and with any amendments thereto, including any applicable amendments adopted subsequent to the annexation of the subject Property. The Town and the Owner agree that dedications required by Ordinance No. 508 are directly related to and generated by development intended to occur within the Property and that no taking thereby will occur requiring any compensation.

A. Extension of Sewer Services. The extension of sewer mains or trunk lines shall be in accordance with Ordinance No. 508. Owner shall install, at its sole cost and expense, all the sewer mains, trunk lines, sewer lift stations, and appurtenant facilities necessary to connect to the Town's system. These line extensions may include the oversizing of lines for future development of adjacent property. These extensions may include the oversizing of lines and pumping facilities for future development of adjacent property, if Owner consents to same. Owner shall not unreasonably withhold its consent. Owner shall install at its sole cost and expense, all the sewer lines and appurtenances within the Property. Sewer lines lying within the dedicated right-of-way shall be dedicated to Erie after construction. Any reimbursements to the Owner for oversizing of sewer lines, sewer lift stations and appurtenant facilities will be subject to Section 11.g. of this Agreement and any subsequent site development agreement.

A. Sewer Service Availability. Erie does not warrant the availability of sewer service to the Owner for any phase of development. A determination of sewer service availability by Erie shall be made by a sewer system analysis at the time the Owner requests sewer taps. In the event that the Town determines that it has insufficient sewer service availability, no sewer taps shall be issued until such time as there is sewer service availability. Owner may create a metropolitan or special district or may enter into a services contract with an existing metropolitan or special district, in order to obtain sewer services; provided, however, that the Town of Erie shall have the opportunity to review and comment upon the adequacy of the proposed sewer services, and may offer to provide a competitive bid for equivalent services, which Owner may choose to accept or reject in its sole discretion.

A. Sewer Tap Fees. Sewer tap fees shall be the existing Town fees at the time which the Owner requests sewer taps. Sewer tap fees shall be paid when a building permit for a structure is requested from the Town. In the event sewer services are obtained from a metropolitan or special district, and not from the Town of Erie, sewer tap fees shall not be owed until such time as the Town provides sewer services, and said fees shall be discounted by an amount equivalent to the fair market replacement value of the infrastructure installed by the Owner or by the metropolitan or special district retained by the Owner to do so.

I. ROADS, TRAILS AND PUBLIC RIGHTS-OF-WAY. All public roads shall be constructed to Town standards or in accordance with standards adopted approved as part of any subsequent site development agreement. Trails shall be constructed as an integral feature of the development, in accordance with Town construction standards. All public roads, trails and right-of-ways shall be dedicated to Erie. Erie will install, at Owner's expense, street name signs, striping, stop signs, speed limit and other signs on all streets, in accordance with the Model Traffic Code, as from time to time amended, and other applicable legal requirements. The total cost of street light installation shall be the Owner's obligation. Street names and the type of street lights shall be chosen by Owner, subject to the reasonable approval of the Town, but street lights shall be a standard type provided and kept in stock by the utility provider for the Property. Any non-required street lighting shall be chosen at Owner's discretion, and Owner shall be responsible for all maintenance, repair, and energy costs associated therewith. Owner shall provide a two (2) year guarantee for all improvements from the time of final acceptance to Erie. The Town shall be responsible for all snow removal on public improvements, but not repairs, from the time of construction acceptance by the Town. Cleaning of the streets will be the responsibility of the Owner from construction acceptance to final acceptance. The Town shall be responsible for all repairs after final acceptance by the Town, which shall be deemed to have occurred on and after two (2) years following construction acceptance, unless otherwise indicated by the Town in a writing received by Owner prior to said date.

I. CONFORMANCE WITH TOWN REGULATIONS. Owner agrees that the design, improvement, construction, development, and use of the Property shall be in conformance with the Planned Development Standards adopted herewith, and otherwise with all Town ordinances and resolutions and the Town's "Standard Design Criteria and Standard Construction Requirements" as approved and in effect at time of annexation including, without limitation, those pertaining to subdivision, zoning, streets, storm drainage, utilities, and flood control.

I. PUBLIC IMPROVEMENTS. Owner agrees to design, construct and install in accordance with Town approved plans, certain public improvements all for the benefit of the Property, including but not limited to streets, curb, gutter, sidewalks, storm sewer lines, storm drainage improvements, sanitary sewers, water lines, trails and park improvements within or adjacent to the Property. Owner agrees to guarantee construction of all required improvements, and, if requested by Erie, to dedicate to Erie any or all other required improvements, in accordance with Exhibit E, attached. Owner agrees to enter into an agreement pertaining to such improvements and other matters prior to any development of the Property. The construction of public improvements shall be subject to any reimbursement which may be provided for in any subsequent site development agreement.

I. EXCLUSIVITY OF ANNEXATION PETITION. Owner agrees to not sign any other petition for annexation of the Property or any petition for an annexation election relating to the Property, except upon request of Erie.

11. SPECIAL PROVISIONS:

a. Development Phasing/Processing. At such time as Owner is prepared to proceed with the development of one or more Zones (the individual subparcels containing the separate zoning classifications as set forth in the Golden Run Conceptual Development Plan), it shall submit to the Town such site plans and/or subdivision plats as are required pursuant to the Erie Zoning Code. The preliminary Golden Run Conceptual Development Plan shall be submitted and processed in accordance with the Erie Zoning Code and shall be in general conformance with the Golden Run Conceptual Development Plan. Following approval of the preliminary Golden Run Conceptual Development Plan in accordance with the Erie Zoning Code, Owner may then proceed with the final development and platting of individual tracts in accordance with the Erie Zoning Code and Subdivision Regulations. Nothing herein shall preclude Owner from processing an overall subdivision plat for the Property to divide the Property into development parcels for sale, but such subdivision shall not exempt any such development parcel from any further subdivision requirement under the Erie Town Code.

B. Density. The maximum number of single-family dwelling units is 790, together with 2.430 million square feet of non-residential space, subject only to any limitations resulting from the topography and physical condition of the Property. Densities may be transferred from Zone to Zone by Owner, except that the density in any Zone shall not be increased by more than 20% and the maximum number of dwelling units and non-residential square footage set forth above shall not be exceeded.

c. Designation. Except as otherwise specifically provided in this Agreement, all designations shall occur at the time of final plat approval of adjacent final plats to such designated land. The Town may require that the Civic/School site designated as Parcel "PB-1" on the Golden Run Conceptual Development Plan either be designated by the first subdivision plat for the Property or be designated by separate document at such time as it is reasonably determined that the Civic/School site is needed for school construction.

d. Oil and Gas Well Sites. Land within one hundred fifty (150) feet of an existing oil or gas well site shall either be dedicated to the Town or metropolitan district.

e. Waterline Oversizing.

(i) On-site. In the event that any water lines or facilities within the Property are oversized to serve other properties, the Town agrees to enter into a reimbursement agreement with the owners of other such properties which shall allow Owner to be reimbursed for the incremental costs paid by Owner for such line or facilities at such time as the first service connection is made for the benefit of any such other property. "Oversizing" shall mean any requirement by the Town requiring any line within the Property to be a size greater than the size required to serve the Property. "Incremental costs" shall mean the cost difference of pipe size and related facilities, including increased construction costs.

(ii) Installation Obligations. Owner shall install, at its sole cost and expense, all the water lines, pump stations, fire hydrants and other related facilities within the Property subject to the oversizing and reimbursement contributions as provided herein. Water lines lying within the dedicated rights-of-way or Town approved easements shall be dedicated to the Town after construction and upon the Town's construction acceptance thereof. The Town shall be responsible for construction and payment of all water storage facilities.

f. Water Rights. Pursuant to Town Ordinance No. 477, the water tap fee shall include all water rights dedication requirements and no additional charges or requirements shall be imposed for water dedication for domestic water uses. Water for open spaces and parks shall be provided in accordance with the further provisions of this Agreement.

g. Sewer Oversizing.

(i) Off-site. The Town agrees to enter into reimbursement agreements that are binding upon Owner, or such other party as may construct the sewer line serving all such properties, for the costs paid by Owner, or such other party as may construct the sewer line serving all such properties, for such lines or facilities.

(ii) On-site. In the event that any sewer lines or facilities within the Property are oversized to serve other properties, the Town agrees to enter into a reimbursement agreement with the Owners of other such properties which shall allow Owner to be reimbursed for the incremental costs paid by Owner for such line or facilities to be paid at such time as the first service connection is made for the benefit of any such other property. "Oversizing" shall mean any requirement by the Town requiring any line within the Property to be a size greater than the size required to serve the Property. "Incremental costs" shall mean the cost difference of pipe size and related facilities, including increased construction costs.

(iii) Installation Obligations. Owner shall install, at its sole cost and expense, all the sewer lines and appurtenances within the Property, subject to the oversizing and reimbursement contributions provided herein. Sewer lines lying within the dedicated rights-of-way or Town approved easements shall be dedicated to the Town after construction and upon the Town's construction acceptance thereof.

h. Owner Utilities. In the event the Town is unable to provide utility services, the Owner shall have the right to cause such utilities or utility service to be provided to the Property and Owner shall be reimbursed in an amount equivalent to the fair market replacement value of the utilities or utility services installed by Owner or Owner's agent through a reduction of tap fees paid to the Town by Owner. Owner shall have first right to all capacity of utilities provided by Owner and shall be further reimbursed if others are allowed use of the excess capacity.

i. Storm Drainage Improvements.

(i) Criteria and Standards. Owner shall meet all Town design criteria for drainage improvements within the Property, including the current Urban Drainage and Flood Control District (UD&FCD) Master Plan requirements, if any. Owner shall provide a final drainage master plan for the Property which shall be approved by the Town prior to any final subdivision approval within the Property.

(ii) Drainage Facilities. Owner shall have the right to use park and open space lands within the Property for detention areas for ultimate release into the drainage basins within which the Property is located subject to the Town's evaluation and approval of the effects of detention on the active recreational uses of said park or open space lands. Open grass-lined channels shall be used where possible to the exclusion of concrete channels or underground piping subject to approval by Town. Owner shall not be required to oversize drainage improvements to accommodate development of other properties without provisions for Owner to be reimbursed for the actual costs of such oversizing.

j. Easements. The Town agrees to cooperate with and assist Owner in obtaining all necessary off-site easements for streets, water, sewer, utilities and drainage as may be necessary for the development of the Property. If necessary, the Town shall institute and process condemnation proceedings to acquire such easements after good faith effort by Owner to acquire such easements, the costs of which shall be paid initially by Owner, and Owner shall be entitled to a pro rata reimbursement from others for such costs in the same manner as reimbursement for water and sewer facilities costs is provided herein.

k. Districts. If Owner elects to create a metropolitan or special district pursuant to this Agreement, the Town agrees that approval of the service plan for such metropolitan or special district by the Town, for the purpose of financing, constructing, and maintaining of certain limited public improvements required for the development of the Property, is a condition to the annexation of the Property. Any requirement of the Owner in this Agreement, including but not limited to the construction of improvements and the payment of fees, may be undertaken by the metropolitan district; provided only that such activity is a lawful activity of a special district under C.R.S. 32-1-101, et seq.

l. Schools. The Owner acknowledges and agrees to comply with the Intergovernmental Agreements dated August 13, 1998, between the Town of Erie and the Boulder Valley and St. Vrain Valley School Districts, as those Intergovernmental Agreements may be amended. In addition, the Owner agrees to cooperate with the Town to pursue the formation of a general improvement district or other similar entity for the purposes of developing school facilities, provided that any such general improvement district will be generally applicable to the undeveloped areas of the Town and that any mill levy imposed by such general improvement district will be uniformly applied.

m. Public Land Provisions.

(i) Lighting Prohibition. No public ball field or golf course driving range within the Property shall have sport lighting unless otherwise specifically agreed by the Town and Owner.

(ii) Civic/School and Park Site. The Civic/School site as reflected on the Golden Run Conceptual Development Plan shall be so designated upon written request of the Town. Owner shall be responsible for construction of, and payment for, streets and utilities adjacent to the Civic/School site at no cost to the Town or to the school district. Owner shall have no development or construction responsibilities on the Civic/School site. The Owner shall prepare a conceptual development plan and a budget for the Park site, which conceptual development plan and budget shall be subject to the Town's reasonable approval and Owner shall construct the improvements shown on the approved conceptual development plan to the Town standards. For such construction, excluding grading, seeding and irrigation, Owner shall receive a credit as provided for in subparagraph (iii) below. Owner will provide pocket parks, tot lots, and/or local recreation areas within the community for local use and will be responsible for the construction and development of such parks and areas, which will be owned by the Town and be maintained by the homeowners' associations.

(iii) Credit for Park Construction. To the extent that Owner constructs or causes to be constructed, at its expense, improvements in a portion of the Civic/School site which is dedicated to the Town, the Owner shall receive a credit for all of such costs, including but not limited to design, engineering and construction costs in excess of the certified costs to construct the park improvements required by the Town's Parks, Open Space and Trails Master Plan. Reimbursement shall be from the Town's Park Improvement Fund within thirty (30) days from the Town's receipt of the certified costs to construct the additional improvements and construction acceptance of the Park improvements by the Town. If the Owner has not paid Park Improvement Fees in an amount equal to the certified costs of the additional improvements the Town agrees to credit the Park Improvement Fee portion of all future building permits from the Golden Run development until the certified costs have been reimbursed to the Owner.

(iv) Tot Lots. Owner shall be required to construct one tot lot for each 80 dwelling units, provided

a. That no such tot lots shall be required in any portion of the Property which is developed to the Town's reasonable satisfaction, primarily for senior citizen or other non-children households.

b. Privately owned recreational facilities with tot lots shall be counted to meet this requirement.

n. Native Open Space. The open space area designated as OS-1 on the Golden Run Conceptual Development Plan shall be reseeded with native grasses, will not be developed as active playfields and will not have turf or additional landscaping unless the Town and Owner otherwise mutually agree.

o. Land Use Vesting.

(i) Vested Rights. The Town acknowledges that the development of the Property as contemplated by the Golden Run Conceptual Development Plan and this Agreement shall require the investment of substantial funds by Owner over a long period of time and that, due to the uncertainties of future market conditions and cycles, the full development of the Property may not be completed for a period of twenty-five (25) years. Further, the Town acknowledges that, as an inducement to Owner to agree to annex the Property to Erie, the Town has agreed to provide vested property rights to the fullest extent permitted by Colorado law. This Annexation Agreement is a "development agreement" pursuant to C.R.S. §24-68-104(2), and as authorized by Section 20.090 of the Erie Vested Rights Ordinance. In accordance with and pursuant to C.R.S. §24-68-105, the Town agrees for a period of twenty-five (25) years not to take any zoning or land use action, by action of the Town or through initiative measure, which would alter, impair, prevent, diminish, impose a moratorium on development, or otherwise delay the development or use of the Property as set forth in this Annexation Agreement and on the Golden Run Conceptual Development Plan. Vested rights are hereby established with respect to the zoning, land use and other terms of the Golden Run Conceptual Development Plan and this Agreement to the fullest extent permitted by C.R.S. §24-68-101, et seq., and the Constitutions of Colorado and the United States of America. Such vesting shall become effective concurrently with the effective date of the ordinance authorizing the annexation of the Property. Due to the scale of the development, the magnitude of the development costs and the possible duration of the development process, such property rights are vested for a period of twenty-five (25) years from the date of the adoption of said ordinance. At such time as any portion of the Property receives final Golden Run Conceptual Development Plan or final plat approval, the Town agrees to enact such supplemental ordinances as Owner may request to extend the vested rights granted herein to such final Golden Run Conceptual Development Plan or final plat. The provisions of this Section o (i) also shall be incorporated in any development agreement with the Town pertaining to the Property.

(ii) Enforcement. The Town agrees that the foregoing vested rights provision may be specifically enforced. The Town acknowledges that, due to the substantial financial investment which Owner must make toward the development of the Property, the damages allowable under C.R.S. §24-68-105(l)(c) may be inadequate in the event Owner is unable to enforce this provision. Accordingly, Owner shall have the right to waive its right to receive compensation pursuant to C.R.S. §24-68-105(l)(c) or any similar future statutory provision and to enforce the provisions of Section o (i) above by obtaining relief in the form of specific performance, injunction or other appropriate declaratory or equitable relief.

(iii) Processing. The Town shall permit the development of the Property upon the submission of the proper plans, applications, plats and the payment of fees required by the Town ordinances and regulations. The Town agrees to not unduly delay or hinder the development of the Property (such as refusing to timely process, review and act upon development applications), nor shall the Town unreasonably withhold its consent to or approval of a development request or permit made in substantial compliance with the Golden Run Conceptual Development Plan and this Agreement. The Town agrees to coordinate with Owner any filings or applications before other governmental or quasi-governmental entities necessary for Owner to fulfill its obligations under this Agreement or to permit development of the Property. The Town agrees to process minor amendments to the Golden Run Conceptual Development Plan on an administrative level as permitted by Town ordinance. If the Town does not have adequate staff for the timely review and processing of Owner's applications, the Town may contract for such services, and the Town may charge Owner for the actual costs related thereto.

p. Telecommunication Services. Owner and Town agree to examine the benefits of Owner providing, at its expense, all available telecommunication services to the property, including, but not limited to, cable, telephone, fiberoptics and Internet or computer services. The decision to consider, approve or deny any request shall be at the sole and absolute discretion of the Town.

12. MISCELLANEOUS PROVISIONS.

a. Interpretation. Nothing in this Agreement shall constitute or be interpreted as a repeal of the Town's ordinances or resolutions, or as a waiver of the Town's legislative, governmental, or police powers to promote and protect the health, safety, and welfare of the Town and its inhabitants, nor shall this Agreement prohibit the enactment or increase by the Town of any tax or fee.

a. Severability. If any part, section, subsection, sentence, clause or phrase of this Agreement is for any reason held to be invalid, such invalidity shall not affect the validity of the remaining sections of the Agreement. The parties hereby declare that they would have agreed to the Agreement including each part, section, subsection, sentence, clause or phrase thereof, irrespective of the fact that one or more parts, sections, subsections, sentence, clauses or phrases be declared invalid.

a. Amendments to the Agreement. This Agreement may be amended, at anytime, upon agreement of the parties hereto. Such amendments shall be in writing, shall be recorded with the County Clerk & Recorder of Boulder County, Colorado, shall be covenants running with the land, and shall be binding upon all persons or entities having an interest in the Property subject to the amendment unless otherwise specified in the amendment.

a. Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be binding upon the parties, their successors in interest, or their legal representatives, including all developers, purchasers and subsequent owners of any lots or parcels within the Property, and shall constitute covenants running with the land. This Agreement shall be recorded with the County Clerk & Recorder of Boulder County, Colorado, at Owner's expense. Subject to the conditions precedent herein, this Agreement may be enforced in any court of competent jurisdiction.

a. Indemnification. Owner agrees to indemnify and hold harmless the Town and the Town's officers, employees, agents, and contractors, from and against all liability, claims, and demands, including reasonable attorney's fees and court costs, which arise out of or are in any manner connected with the annexation of the Property, or with any other annexation or other action determined necessary or desirable by the Town in order to effectuate the annexation of the Property, or which are in any manner connected with Erie's enforcement of this Agreement. Owner further agrees to investigate, handle, respond to, and to provide defense for and defend against, or at the Town's option, to pay the reasonable attorney's fees for defense counsel of the Town's choice for, any such liability, claims, or demands.

a. Termination. If the annexation of the Property is, for any reason, not completed within one (1) year of the date hereof, then this Agreement may be deemed by Owner to be null and void and of no force and effect whatsoever; provided that such one (1) year period shall be extended for such a period of time as the annexation ordinance may be postponed from taking effect as the result of referendum by petition or Board of Trustee referral.

a. No Right or Remedy of Disconnection. No right or remedy of disconnection of the Property from the Town shall accrue from this Agreement, other than provided by applicable state laws, provided that, in addition to any statutory right and without limiting any other rights Owner may have, the Town agrees that Owner shall have a right of disconnection, and the Town will consent in any judicial proceeding to such disconnection, if either (i) the Golden Run Conceptual Development Plan is not approved pursuant to Section 1, or (ii) a required metropolitan or special district is not approved in accordance with Section 11 (k); provided that none of these events shall have occurred as a direct result of actions of Owner. In the event the Property or any portion thereof is disconnected at Owner's request, the Town of Erie shall have no obligation to serve the disconnected property or portion thereof and this Agreement shall be void and of no further force and effect as to such Property or portion thereof.

a. Annexation and Zoning Subject to Legislative Discretion. The Owner acknowledges that the annexation and subsequent zoning of the Property are subject to the legislative discretion of the Board of Trustees of the Town of Erie. No assurances of annexation or zoning have been made or relied upon by the Owner, except as provided herein. In the event that the Town of Erie Board of Trustees, in the exercise of its legislative discretion, does not take any action with respect to the Property herein contemplated, then the sole and exclusive remedy for the breach hereof accompanied by the exercise of such discretion shall be the withdrawal of the petition for annexation by the Owner, or disconnection from the Town in accordance with state law, as may be appropriate.

a. Legal Discretion in the Case of Challenge. The Town of Erie reserves the right to not defend any legal challenge to this annexation, In the event such a challenge occurs prior to any expiration of any statute of limitation, Erie may, at its discretion, choose to legally fight the challenge or allow the challenge to proceed without defense. This does not restrict the Owner from engaging the Town's legal representatives in such a defense, at no cost to the Town.

a. Application of Town Policies. Upon annexation, all subsequent development of the Property shall be subject to and bound by the applicable provisions of Erie ordinances, as amended, provided however, that changes or amendments to the code, after the date of this Agreement shall in no way limit or impair Erie's obligation hereunder or Owner's development rights as specified in Exhibit F, attached, except as specifically set forth in this Agreement.

a. Amendments to Governing Ordinances, Resolutions and Policies. As used in this Agreement, unless otherwise specifically provided herein, any reference to any provision of any Town ordinance, resolution, or policy is intended to refer to any subsequent amendments or revisions to such ordinance, resolution, or policy, and the parties agree that such amendments or revisions shall be binding upon Owner, except to the extent they may operate to reduce the Owner's development rights as specified in Exhibit G, attached.

a. Legal Fees. In the event that either party finds it necessary to retain an attorney in connection with a default by the other as to any of the provisions contained in this Agreement, the defaulting party shall pay the other's reasonable attorney's fees and costs incurred in enforcing the provisions of this Agreement.

a. Reimbursement for Other Costs. Upon notice thirty (30) days in advance and an opportunity to respond within fifteen (15) days, the Owner shall reimburse the Town for any third party costs subsequently incurred as necessary for the orderly and proper review of development of the Property, including but not limited to reasonable consultant's fees for planning and engineering, and reasonable attorney's fees for legal services beyond the normal document review, all of which is directly linked to the Property.

a. Avigation Easements. The Owner agrees to provide the Town with an executed avigation easement prior to subdivision of the land, which provides the Town of Erie an easement for the operation of aircraft to and from the Tri-County Airport, and which provides the residents of Parkland Estates, a Weld County Subdivision, an easement for the operation of aircraft to and from the private landing strip in Parkland Estates within the airspace of the Owner's property.

a. Oil and Gas Access Roads. All oil and gas access roads located on the Property will remain where they are, and will be considered a current obligation between the Owner and the oil and gas company(s). The Town will not be responsible for any maintenance of any current oil and gas access road, unless that road becomes part of a public road.

a. Cooperation. The parties agree that they will cooperate with one another in accomplishing the terms, conditions, and provisions of this Agreement, and will execute such additional documents as necessary to effectuate the same.

a. Timely Submittal of Materials. Owner agrees to provide legal documents, surveys, engineering work, newspaper publication, maps, reports and other documents necessary to accomplish the annexation of the Property and the other provisions of this Agreement.

a. Compliance with State Law. Owner shall comply with all applicable State law and regulations.

a. Recording of Agreement. This Agreement shall be recorded in the records of the Boulder County Clerk and Recorder.

12. COMPLETE AGREEMENT. This instrument embodies the whole agreement of the parties. There are no promises, terms, conditions, or obligations other than those contained herein; and this Agreement shall supersede all previous communications, representations, or agreements, either verbal or written, between the parties hereto. Except as provided herein there shall be no modifications of this Agreement except in writing, executed with the same formalities as this instrument. Subject to the conditions precedent herein this Agreement may be enforced in any court of competent jurisdiction.

12. ALTERNATIVE DISPUTE RESOLUTION. The parties agree to work harmoniously and to settle all disputes quickly and as inexpensively as possibly by submitting all disputes first to mediation and second to binding arbitration for hearing in Boulder County, Colorado. One person will be selected jointly by the parties to be the mediator/arbitrator. All mediator charges will be divided evenly. If the parties cannot agree on the selection of a mediator/ arbitrator, the matter can be submitted by either party to the Judicial Arbiter Group of Denver, Colorado. The arbitrator shall (a) determine procedures, (b) have the power to require and enforce discovery, (c) issue a written opinion, (d) not be subject to any future demand by either party, and (e) issue decisions which are specifically enforceable.

By this acknowledgment, the undersigned hereby certify that the above Agreement is complete and true and entered into of their own free will and volition.

Owner: Date:
Aaron Harber

GOLDEN RUN, LLC (Owner)

By: Date:
Carl J. Oldham, General Manager

STATE OF COLORADO)
                                           )SS.
COUNTY OF BOULDER)

The foregoing instrument was acknowledged before me this day of
, 2000 by .

My commission expires:
Witness My hand and official seal.

Notary Public

TOWN OF ERIE

Date:
Mayor

ATTEST:

Town Clerk

EXHIBIT "A"

(Insert the complete legal description of the property)

EXHIBIT "B"

(Attach a copy of the Annexation Petition)

EXHIBIT "C"

(Attach the "annexation master plan" resolution for the property.
This will be developed during preliminary meetings with staff
and prepared by the Town)

EXHIBIT "D"

Water Rights Appurtenant to Property.
(Listing of all tributary and non-tributary water rights
attached to the property)

Water Rights (Ditch Company, groundwater, etc.) Number of Shares Certificate Number(s) Yield (cfs or acre/ft)
South Boulder Cañon Ditch Co. 4 Approx. 2 acre-feet

THIS AGREEMENT, made and entered into as of the day of , by and between Golden Run, LLC, a Colorado Limited Liability Corporation hereinafter called "Grantor" and the Town of Erie, Colorado hereinafter called "Grantee";

WITNESSETH:

The Grantor hereby grants to the Grantee an Avigation Easement for the use and benefit of the Town of Erie, Colorado granting the right to cause in said airspace above the property described hereon, such noise as may be inherent in the operation of aircraft, operating in compliance with Federal Aviation Administration regulations, as amended, using said airspace for landing at, taking off from, or operating at the Erie Municipal Tri-County Airport or the Parkland Estates airport. Said easement also grants and conveys unto the Town of Erie, Colorado, its agents, servants and employees, a continuing right and easement to take any action necessary to prevent the erection or growth of any structure, tree or other object into the airspace, or to mark or light as obstructions to air navigation any and all s