UNITED STATES DISTRICT COURTEASTERN DISTRICT OF WISCONSIN

MILWAUKEE DIVISION

RICHARD OLSON7510 W. Kangaroo Lake RoadBaileys Harbor, WI 54202,

RACINE INDOOR MOTOCROSS, LLCc/o Marquette Warehouse LLC900 Water StreetP.O. Box 5Racine, WI 53403,

MARQUETTE WAREHOUSE, LLC,7510 West Kangaroo Lake RoadBaileys Harbor, WI 54202,

MARQUETTE DISTRIBUTION CENTER LLC7510 West Kangaroo Lake RoadBaileys Harbor, WI 54202,

URBAN SUSTAINABLE AQUAPONICS, LLC File No.______________

900 Water Street Racine, WI 53403,

RIVERSIDE BUSINESS CENTER, LLC7510 W. Kangaroo Lake RoadBaileys Harbor, WI 54202,

SAM AZARIAN & SONS MARINA, INC.1535 High StreetRacine, WI 53404,

AZAR, LLC1535 High StreetRacine, WI 53404,

AZARIAN WRECKING, LLC1535 High StreetRacine, WI 53404,

Plaintiffs,

vs.

CITY OF RACINE730 Washington AvenueRacine, WI 53403

REDEVELOPMENT AUTHORITY OF THE CITY OF RACINE730 Washington AvenueRacine, WI 53403,

JAMES SPANGENBERG3324 Foxwood Dr.Racine, WI 53405,

MATTHEW SADOWSKIc/o City of Racine730 Washington AvenueRacine, WI 53403,

THOMAS J. FRIEDEL1904 Dwight StreetRacine, WI 53403,

and

JOHN DICKERT151 Westminster SquareRacine, WI 53402,

Defendants.

COMPLAINT

The Plaintiffs, RICHARD OLSON, MARQUETTE WAREHOUSE, LLC,MARQUETTE DISTRIBUTION CENTER, LLC, RACINE INDOOR MOTOCROSS, LLC,URBAN SUSTAINABLE AQUAPONICS, LLC, RIVERSIDE BUSINESS CENTER, LLC,SAM AZARIAN & SONS MARINA, INC., AZAR, LLC and AZARIAN WRECKING, LLC byand through their attorneys, Guttormsen & Terry, LLC, by Todd A. Terry, hereby allege as

follows:

JURISDICTION

1. That the Plaintiffs assert claims for declaratory and/or damages relief against theDefendants based on (a) Defendants collaboration in the gross and continuing violation ofPlaintiffs’ rights for just compensation and fair treatment under the Fifth and FourteenthAmendments to the United States Constitution, Article 1 §§ 1 and 13 to the WisconsinConstitution, The Federal Uniform Relocation Assistance and Real Property AcquisitionsPolicies Act of 1970, as amended, 42 U.S.C. § 4601 et seq., (the “Uniform Act”), regulationsthereunder at 49 C.F.R. 24, et seq.; (b) procedural deficiency claims under Wis. Stat. § 32.06; (c)federal civil rights claims under 42 U.S.C. § 1983; and (d) conspiracy to interfere with civilrights claims under 42 U.S.C. § 1985(3).

2. That this Court has jurisdiction of the federal constitutional and statutory questions

under 28 U.S.C. § 1331. 3. That this Court has supplemental jurisdiction for the state claims asserted herein

under 28 U.S.C. § 1367.

4. That this Court has jurisdiction of judicial review of the Uniform Act as an appeal toa superior agency authority is not a prerequisite for judicial review under the Uniform Act, whichrenders the Administrative Procedures Act, 5 U.S.C. § 704, inoperative.

5. That venue for all causes of action stated herein lies in the Milwaukee Division of theEastern District of Wisconsin as the acts alleged as a basis for federal claims took place withinthe boundaries of that District.

PARTIES

6. That RICHARD OLSON (hereinafter “OLSON”) is an adult resident of the State ofWisconsin residing at 7510 W. Kangaroo Lake Road, Baileys Harbor, Wisconsin 54202.

7. That RACINE INDOOR MOTOCROSS, LLC (hereinafter “RIM”) is a limitedliability company duly organized and existing under the laws of the State of Wisconsin with itsprincipal place of business, at all relevant to the action at, 900 Water Street, Racine, Wisconsin 53403, with Marquette Warehouse, LLC its registered agent.

8. That MARQUETTE WAREHOUSE, LLC (hereinafter “MARQUETTEWAREHOUSE”) is a limited liability company duly organized and existing under the laws of theState of Wisconsin with its principal place of business at all relevant to the action at, 526 S.Marquette Street, Racine Wisconsin 53403 with OLSON as its sole member.

9. That MARQUETTE DISTRIBUTION CENTER LLC (hereinafter “MARQUETTEDISTRIBUTION”) is a limited liability company duly organized and existing under the laws ofthe State of Wisconsin with its principal place of business at all relevant to the action at, 615 S.Marquette Street, Racine Wisconsin 53403 with OLSON as its sole member.

10. That URBAN SUSTAINABLE AQUAPONICS, LLC (hereinafter “USA”) is a

limited liability company duly organized and existing under the laws of the State of Wisconsinwith its principal place of business at all times relevant to this action at, 615 S. Marquette Street,Racine, Wisconsin 53403, with OLSON as the registered agent.

11. That RIVERSIDE BUSINESS CENTER, LLC (hereinafter “RBC”) is a limitedliability company duly organized and existing under the laws of the State of Wisconsin with itsprincipal place business at all times relevant to this action, at 900 Water Street, Racine,Wisconsin 53403, with OLSON as the registered agent.

12. That SAM AZARIAN & SONS MARINA, INC. (hereinafter “MARINA”) is aWisconsin corporation duly organized and existing under the laws of the State of Wisconsin yetnow a discontinued business with its principal office located 1535 High Street, Racine,Wisconsin 53404.

13. That AZAR, LLC (hereinafter “AZAR”) is a limited liability company dulyorganized and existing under the laws of the State of Wisconsin with its principal place ofbusiness located 1535 High Street, Racine, Wisconsin 53404.

14. That AZARIAN WRECKING, LLC (hereinafter “AZARIAN WRECKING”) is alimited liability company duly organized and existing under the laws of the State of Wisconsinwith its principal place of business located 1535 High Street, Racine, Wisconsin 53404.

15. That the Defendant, CITY OF RACINE, (hereinafter the “CITY”) is municipalcorporation incorporated under Wisconsin Statutes as a City pursuant to Wisconsin Statutes §66.

16. That the Defendant, REDEVELOPMENT AUTHORITY OF THE CITY OFRACINE (hereinafter “RDA”) is a subdivision of the CITY created and acting under andpursuant to Wis. Stats. § 66.1333(3).

17. That the RDA has the power to condemn, as defined within Wis. Stats. §§66.1333(3)(f) and 32.02(11).

18. That JAMES SPANGENBERG (hereinafter “SPANGENBERG”) is an adultresident of the State of Wisconsin, upon information and belief, residing at 3324 Foxwood Rd.,Racine, Wisconsin 53405.

19. That SPANGENBERG is named in his role as Chairman of the RDA at all timesrelevant to the conduct complained of herein.

20. That MATTHEW SADOWSKI (hereinafter “SADOWSKI”) is, upon informationand belief, an adult resident of the State of Wisconsin residing at 724 Monroe Street, Racine,Wisconsin 53405.

21. That SADOWSKI is named in his role as Acting and Interim Director of CityDevelopment for the CITY and as Assistant Executive Director of the RDA at all times relevantto the conduct complained of herein.

22. That THOMAS J. FRIEDEL (hereinafter “FRIEDEL”) is, upon information andbelief, an adult resident of the State of Wisconsin, upon information and belief, residing at 1904Dwight Street, Racine, Wisconsin 53403.

23. That FRIEDEL is named in his previous role as City Administrator for the CITY,having held such position and acting under the authority of the CITY and in his individualcapacity at all times relative to the conduct complained of herein.

24. That JOHN DICKERT (hereinafter “DICKERT”) is, upon information and belief,an adult resident of the State of Wisconsin, upon information and belief, residing at 151Westminster Square, Racine, Wisconsin 53402.

25. That DICKERT is named in his previous role as Mayor for the CITY, having heldsuch position and acting under the authority of the CITY and in his individual capacity at alltimes relative to the conduct complained of herein.

CORPORATE/REAL ESTATE OWNERSHIP STATUS

26. That OLSON was the owner of the real estate located at 900 Water Street, Racine,Wisconsin (hereinafter “900 WATER ST.”).

27. That MARQUETTE DISTRIBUTION was, at all times relevant hereto, the ownerof the real estate located at 615 S. Marquette Street, Racine, Wisconsin and 922 Sixth Street,Racine, Wisconsin (collectively hereinafter “615 MARQUETTE ST.”).

28. That MARQUETTE WAREHOUSE was the owner of the real estate located at 526S. Marquette Street, Racine, Wisconsin (hereinafter “526 MARQUETTE ST.”).

29. That RIM, as a business tenant, operated an indoor motocross track at 526MARQUETTE ST.

30. That USA, as a business tenant, operated an urban hydroponic fish farm for thegrowing and sale of farm raised tilapia and giant prawns at 615 MARQUETTE ST.

31. That the following properties shall be considered and referenced herein further asthe “OLSON PROPERTIES”:

- 900 Water St.

- 615 Marquette St.

- 526 Marquette St.

32. That MARINA owned the real property located at the following locations:

- 308 – 4th Street, Racine, Wisconsin

- 470 Water Street, Racine, Wisconsin

- 712 Water Street, Racine, Wisconsin

- 800 Water Street, Racine, Wisconsin

- 1010 Water Street, Racine, Wisconsin (hereinafter collectively known as the“MARINA PROPERTIES”).

33. That MARINA operated a marina, boat storage and boat service business from theMARINA PROPERTIES.

34. That AZAR owned the properties located at 512 Water Street, Racine, Wisconsinand 702 Water Street, Racine, Wisconsin (hereinafter collectively the “AZAR PROPERTIES”).

35. That AZARIAN WRECKING was a business tenant at both the MARINAPROPERTIES and AZAR PROPERTIES.

FACTS PERTAINING TO ALL COUNTS

36. That beginning in and around 2008, the CITY and the RDA, formulated plans forthe area encompassing the OLSON PROPERTIES, MARINA PROPERTIES and AZARPROPERTIES, collectively the “Subject Area” with the 2008 rendition of such plans known as“Back to the Root Plan.”

37. That beginning in and around 2012 the CITY and the RDA enlisted the services ofVandewalle and Associates, Inc. to market and promote the redevelopment of the areaencompassing the Subject Area under the plan known as “RootWorks Plan.”

38. That the RootWorks Plan was further organized by Vandewalle and Associates withan informational brochure printed by the Racine County Economic Development Corporation(hereinafter “RCEDC”), entitled the Root River Corridor Redevelopment Plan 2012, Racine,Wisconsin (hereinafter the “Root River Corridor Plan”).

39. That the RootWorks Plan was to benefit the City of Racine in redeveloping the areaof the Root River from generally N. Memorial Drive, east to State Street, all within the City ofRacine.

40. That the RootWorks Plan combined local, State and Federal funding sources,including grants and a Tax Incremental Financing District (TID #18) within the City of Racine.

41. That beginning in and around late 2013 and early 2014, the CITY and the RDAbegan promoting the area encompassing the Subject Area for redevelopment under theRootWorks Plan with this portion of it known as “Machinery Row” (hereinafter “MachineryRow”).

42. That Machinery Row was proposed to be a $65,000,000.00 mixed-useredevelopment spread over a 20-acre parcel which was proposed to be the CITY’s largestredevelopment project ever.

43. That, as defined by the Vandewalle brochure, the CITY identified the roleMachinery Row played in the RootWorks Plan as, “the catalyst for RootWorks is MachineryRow.”

44. That the RootWorks Plan included plan renderings noting the various componentsencompassing and including Machinery Row. Further, attached hereto incorporated herein andmade a part hereof as Exhibit “A” are true and correct copies of plan renderings.

FEDERAL FUNDING

45. That the RootWorks Plan, as adopted in 2012, was funded, in part, by a federalgrant from the National Oceanic and Atmospheric Administration (“NOAA“) as grant#NA11N0S4190097 (hereinafter “NOAA GRANT“).

46. That in addition to the NOAA GRANT, the RootWorks Plan, received funding fromthe RCEDC, which is partially funded by a federal community block grant.

47. That the Environmental Protection Agency (hereinafter “EPA”) provided a grant inthe sum of approximately $200,000.00 for clean-up of contaminated lands within the RootWorksPlan (hereinafter the “EPA Grant”).

48. That as part of the RootWorks Plan, the CITY received $15,921.00 from a FederalTrails Grant.

49. That the CITY and RDA received “Federal Financial Assistance” as defined in 42U.S.C. §4601(4), for the RootWorks Plan.

OPTIONS TO PURCHASE

50. To accomplish Machinery Row, the CITY sought out private developers for thedevelopment of the same with the development including the acquisition of the OLSONPROPERTIES, MARINA PROPERTIES and AZAR PROPERTIES.

51. That the CITY subsequently partnered with Financial District Properties ofDavenport, Iowa (hereinafter “FDP”) for development of the Machinery Row Project.

52. That beginning in and around February, 2014, representatives for the OLSONPROPERTIES, MARINA PROPERTIES and AZAR PROPERTIES met with representativesfrom FDP, about FDP’s potential acquisition of the OLSON PROPERTIES, MARINAPROPERTIES and AZAR PROPERTIES as part of the RootWorks Plan.

53. That based on discussions and negotiations with FDP, representatives for theOLSON PROPERTIES, MARINA PROPERTIES and AZAR PROPERTIES entered into anoption with FDP obtaining an option to purchase the MARINA PROPERTIES, AZARPROPERTIES and OLSON PROPERTIES (collectively the “OPTIONS”).

54. That the Options were signed on or about and March 20, 2014.

55. That the Option price for FDP to purchase the MARINA PROPERTIES and AZAR

PROPERTIES was $1.1 million

56. That the Option price for FDP to acquire the OLSON PROPERTIES was $1.5million for 900 WATER ST. and $3 million for 526 MARQUETTE ST. and 615 MARQUETTEST.

57. That the Options were extended and amended numerous times by FDP.

58. That in and around May, 2014, OLSON, at the request of FDP, signed a request fora State Historic Tax Credits for the 900 WATER ST.

59. That on or about June 9, 2014, the State of Wisconsin awarded a $9,000,000.00historic tax credit for the 900 WATER ST. property.

60. That on June 10, 2014, DICKERT held a press conference announcing theMachinery Row Development as part of the City adopted RootWorks Plan.

61. That the DICKERT, at the June 10, 2014 Press Conference announced, “we built thePlan (RootWorks) and now we are working the Plan.”

62. That the historic tax credit awarded required that FDP take ownership of 900WATER ST. no later than December 31, 2014.

63. That the OLSON PROPERTIES were essential for the RootWorks Plan.

64. That the MARINA PROPERTIES and AZAR PROPERTIES were essential to theRootWorks Plan.

65. That OLSON required that FDP also purchase the properties located at 615MARQUETTE ST. and 526 MARQUETTE ST.

66. That FDP refused to acquire such properties as part of the 900 WATER ST.acquisition.

67. That the RDA subsequently offered to purchase 615 MARQUETTE ST. and 526MARQUETTE ST. as part of Phase II of the Machinery Row/RootWorks Project.

68. That the RDA agreed to pay the sum of $800,000.00 for 526 MARQUETTE ST.

69. That the RDA agreed to pay the sum of $1 million for 615 MARQUETTE ST.FDP SALE CLOSINGS

70. That following the original Options, FDP negotiated reductions to the Option priceson all of the Subject Area Properties.

71. That after June 10, 2014, but prior to December 31, 2014, upon information andbelief, FDP advised the CITY, RDA, FRIEDEL, DICKERT, SPANGENBERG, and SADOWSKIthat it did not plan to proceed with the Machinery Row Project.

72. That, upon information and belief, the CITY, RDA, FRIEDEL, DICKERT,SPANGENBERG, and SADOWSKI offered to provide a loan to FDP to acquire 900 WATER ST.and the MARINA PROPERTIES and AZAR PROPERTIES in the total sum of $4,500,000.00(hereinafter the “LOAN”).

73. That, upon information and belief, when the CITY, RDA, FRIEDEL, DICKERT,SPANGENBERG, and SADOWSKI recommended, authorized and funded the LOAN theyknew, or should have known, that FDP had no intent of moving forwarding with the MachineryRow Project.

74. That, upon information and belief, the CITY, RDA, FRIEDEL, DICKERT,SPANGENBERG, and SADOWSKI elected to provide the LOAN to FDP in order to induceFDP to act as a “Straw Man” for the CITY or RDA to acquire the Subject Area Properties.

75. That the CITY, RDA, FRIEDEL, DICKERT, SPANGENBERG, and SADOWSKIadditionally allowed FDP to fund an escrow account at the time of closing to pay the interest on

the LOAN, pay FDP its costs and fees and allow the CITY to pay for maintenance, upkeep andtaxes (hereinafter the “ESCROW”).

76. That the ESCROW was further used to induce FDP to close on the transaction andallow the CITY, RDA, FRIEDEL, DICKERT, SPANGENBERG, and SADOWSKI to locate andtransfer the Machinery Row Project to a developer who was willing to move forward with theProject, or transfer ownership to the CITY or RDA.

77. That prior to closing on 900 WATER ST., the CITY, RDA, FRIEDEL, DICKERT,SPANGENBERG, and SADOWSKI negotiated a Deed in Lieu of Foreclosure agreement withFDP, allowing the CITY to reclaim 900 WATER ST. and the MARINA PROPERTIES andAZAR PROPERTIES when and if FDP defaulted on the LOAN.

78. That at the time the CITY, RDA, FRIEDEL, DICKERT, SPANGENBERG, andSADOWSKI obtained the Deed in Lieu of Foreclosure Agreement it knew that FDP was not

going to develop the Machinery Row Project.

79. That the LOAN was not secured by any personal guarantees, bonds or othersecurity other than a pledge of the interest in the real estate.

80. That with the LOAN provided, when reducing it by the ESCROW, FDP was unableto meet the total contract amounts for the MARINA PROPERTIES, AZAR PROPERTIES, and900 WATER ST. as had been negotiated (hereinafter the “Shortfall”) by and between FDP,OLSON and representatives for MARINA PROPERTIES and AZAR PROPERTIES.

81. That given the Shortfall, FDP forced a negotiated reduction in the purchase priceapproximately 12 hours prior to closing with OLSON and representatives for MARINAPROPERTIES and AZAR PROPERTIES.

82. That the forced reduction, to fund the ESCROW, resulted in OLSON receiving$150,000 less than the sale price of 900 WATER ST.

83. That the forced reduction, to fund the ESCROW, resulted in MARINAPROPERTIES and AZAR PROPERTIES receiving $110,000 less than the sale price of theproperties.

84. That the CITY, RDA, FRIEDEL, DICKERT, SPANGENBERG, and SADOWSKIknew, or should have known, that FDP, given the authorization to fund the ESCROW, utilizedsuch shortfall in the LOAN to negotiate reductions in the purchase prices of 900 WATER ST. andMARINA PROPERTIES and AZAR PROPERTIES.

RDA CLOSINGS – OLSON PROPERTIES

85. That in conjunction with the $4.5 million LOAN, and in furtherance of MachineryRow, the CITY and RDA also authorized the purchase of the 526 MARQUETTE ST. and 615MARQUETTE ST. by the RDA.

86. That the RDA paid $800,000.00 for 526 MARQUETTE ST.

87. That the RDA paid $1 million for 615 MARQUETTE ST.

88. That OLSON originally negotiated a sale price, with FDP, for 526 MARQUETTEST. in the sum of $1.5 million.

89. That OLSON originally negotiated a sale price, with FDP, for 615 MARQUETTEST. in the sum of $1.5 million.

90. That the RDA renegotiated the purchase price with OLSON reducing the sale priceof 526 MARQUETTE ST. by $700,000.00 and for 615 MARQUETTE ST. by $500,000.00

91. That at the time the RDA negotiated with OLSON on the 526 MARQUETTE ST.and 615 MARQUETTE ST. buildings, the CITY, RDA, FRIEDEL, DICKERT,SPANGENBERG, and SADOWSKI knew that the owners of the OLSON PROPERTIES werebehind in real estate taxes.

92. That at the time the RDA negotiated with OLSON on the 526 MARQUETTE ST.and 615 MARQUETTE ST. buildings, the CITY, RDA, FRIEDEL, DICKERT,SPANGENBERG, and SADOWSKI knew that the owners of the OLSON PROPERTIES were indefault under its existing Promissory Note and Mortgages with its lenders.

93. That while the RDA was negotiating with OLSON on the 526 MARQUETTE ST.and 615 MARQUETTE ST. properties the CITY continued to repeatedly served OLSON withnotices of fire code violations and building code violations to wit.:

A. Requirement that OLSON extend the water lateral at his cost.

B. Requirement that OLSON repair the sidewalk adjacent to the OLSONPROPERTIES.

C. Requirement that OLSON conduct snow plowing at the OLSON

PROPERTIES.

D. Requirement that OLSON repair the sprinkler system at the OLSONPROPERTIES.

E. Repeated flood and drain sprinkler system testing at the OLSONPROPERTIES.

94. The above referenced code inspections and compliance requirements were carriedout by the City of Racine Fire Department and City of Racine Building Department, uponinformation and belief, at the direction of the CITY, RDA, FRIEDEL, and/or DICKERT.

95. That, upon information and belief, the code inspections and requirements were doneto leverage negotiations with OLSON allowing the RDA to acquire the properties for reducedamounts, not representing Just Compensation.

96. That SPANGENBERG was the chairman of the RDA when the acquisition of 526MARQUETTE ST. and 615 MARQUETTE ST. were authorized, with SPANGENBERG movingthe action and voting for the same.

97. That SADOWSKI was the Interim Executive Director of the RDA when theacquisition of 526 MARQUETTE ST. and 615 MARQUETTE ST. were authorized.

98. That, upon information and belief, SPANGENBERG and SADOWSKI were, orshould have been aware that MARQUETTE WAREHOUSE was a business tenant at 526MARQUETTE when the RDA acquired the same.

99. That, upon information and belief, SPANGENBERG and SADOWSKI were, orshould have been aware that RIM was a business tenant at 526 MARQUETTE when the RDAacquired the same.

100. That, upon information and belief, SPANGENBERG and SADOWSKI were, orshould have been aware that MDC was a business tenant at 615 MARQUETTE when the RDAacquired the same.

101. That, upon information and belief, SPANGENBERG and SADOWSKI were, orshould have been aware that USA was a business tenant at 615 MARQUETTE when the RDAacquired the same.

102. That the RDA and CITY, via its agents, forced MARQUETTE WAREHOUSE toremove from the 526 MARQUETTE on or about May 15, 2015.

103. That the RDA and CITY, via its agents, forced RIM to remove from the 526MARQUETTE on or about May 15, 2015.

104. That the RDA closed on the acquisition of 615 MARQUETTE ST on December30, 2015.

105. That the RDA did not make the last payment due and owing to OLSON, for thesale of 615 MARQUETTE ST. until February 5, 2016.

106. That 900 WATER ST., 526 MARQUETTE ST., and 615 MARQUETTE ST. wereall acquired as part of the same project as defined within Wis. Stats. §32.20.

DOA COMPLAINT

107. That on May 2, 2017, a Tenant at 615 S. Marquette St. filed a complaint with theWisconsin Department of Administration (“DOA”) alleging that he was entitled to businessrelocation benefits as a business tenant displaced for a public project.

108. That on June 9, 2017, the DOA determined that the Machinery Row project was a“public project” under Wisconsin Law in that it was “being carried out directly by a public entity,or an entity receiving public financial assistance, including a grant, loan, or contribution” underthe Wisconsin Administrative Code. Further attached hereto and incorporated herein and made apart hereby reference as Exhibit “B” is a true and correct copy of the DOA determination.

RELOCATION PLAN

109. That, pursuant to Wis. Stats. § 32.25 and Wis. Adm. Code ADM § 92.26, theRDA was required to submit a Relocation Plan prior to displacing any tenants.

110. That, at no time, has the RDA completed a Relocation Plan as mandated.

111. That despite notice that this was a public project and subject to relocation benefitson June 9, 2017, the CITY and/or RDA has yet to prepare and/or file a relocation plan.

KNOWLEDGE BY THE CITY AND RDA OF RELOCATION

BENEFITS 112. That prior to the DOA complaint and determination, the CITY, RDA, FRIEDEL,

DICKERT, SPANGENBERG, and SADOWSKI were all aware that the Machinery Row Projectwas a Public Project, as defined under Wisconsin law, and the same triggered relocation benefits.

113. That beginning in April 2014, the RDA and CITY directed SADOWSKI toprepare a Relocation Plan for properties located at 1251, 1281 and 1287 Mound Ave., Racine,Wisconsin (hereinafter the “Mound Ave. Properties”).

114. That the Mound Ave. Properties were being acquired by the CITY, with the CITYacting as the RDA’s agent.

115. That the Mound Ave. Properties were being acquired under the RootWorks Plan.

116. That SADOWSKI prepared a relocation plan for the Mound Ave. Properties(hereinafter the “Mound Ave. Relocation Plan”).

117. That the RDA and SPANGENBERG approved the Mound Ave. Relocation Planon May 19, 2014.

118. That the CITY approved the Mound Ave. Relocation Plan on May 20, 2014.

119. That SADOWSKI, as agent for the CITY and RDA, submitted the Mound Ave.Relocation Plan to the DOA on July 28, 2014.

120. That SADOWSKI was present and was advising the RDA on December 12, 2014pertaining to the acquisition of the Subject Property at the RDA meeting whereSPANGENBERG and the RDA voted to acquire the same.

121. That on December 12, 2014 the RDA, SPANGENBERG and SADOWSKI wereaware that the Subject Property was included within the same public project, as the MoundAvenue Properties.

122. That, upon information and belief, in preparing for the action taken on December12, 2014, the RDA, SPANGENBERG and SADOWSKI had discussions in closed session aboutthe payment or non-payment of relocation benefits for the Subject Area Properties.

123. That the RDA, SPANGENBERG and SADOWSKI either intentionally ornegligently failed to file a relocation plan for the Subject Area Properties, Owners and Tenants.

124. That on January 27, 2016 a tenant at 1251 Mound Ave. Racine, Wisconsin, filed aclaim for relocation benefits with the CITY and the same was processed and paid by March 2,2016 (hereinafter the “Mound Avenue Claims”).

125. That the CITY and RDA recognized and processed relocation payments beginningin January 2016 yet have failed to process, pay or file a relocation plan for the Subject Property.

PROCESSING OF CLAIMS

126. That the RDA subsequently hired a relocation company, Terra Ventures, LLC toassist in any relocation claims.

127. That OLSON, MARQUETTE WAREHOUSE, MDC and USA filed six (6) claimswith the RDA, via its agent, Terra Ventures LLC as follows:

a. September 25, 2017 Claim for $12,189.09, filed by MARQUETTEWAREHOUSE (hereinafter “Claim 1”) attached as Exhibit “C”.

b. October 9, 2017 Claim for $280,000.00 filed by MARQUETTE

WAREHOUSE (hereinafter “Claim 2”) attached as Exhibit “D”.

c. October 9, 2017 Claim for $181,579.00 by MARQUETTE WAREHOUSE

(hereinafter “Claim 3”) attached as Exhibit “E”.

d. November 6, 2017 Claim for $121,200.00 by MDC (hereinafter “Claim 4”)

attached as Exhibit “F”.

e. September 25, 2017 Claim for $15,604.37 by MDC (hereinafter “Claim 5”)

attached as Exhibit “G”.

f. November 6, 2017 Claim for $491,740.00 by USA (hereinafter “Claim 6”)

attached as Exhibit “H”.

128. That despite the determination by the DOA in June 2017, the RDA only first

considered the above referenced claims on December 7, 2017.

129. That the RDA has denied all but portions of two claims submitted by OLSON viawritten determination on December 15, 2017. Further, attached hereto and incorporated hereinmade a part hereby reference as Exhibit “I” is a true and correct copy of such determinationapproving partial payments of two of OLSON’s six (6) claims.

130. That the RDA has not yet been paid any relocation benefits to OLSON. AZARIAN MARINA, AZAR AND AZARIAN WRECKING RELOCATIONS CLAIMS

131. That the CITY nor the RDA have ever provided notice of relocation benefits toAZARIAN MARINA, AZAR, or AZARIAN WRECKING.

132. That AZARIAN MARINA is a displaced business pursuant to Wis. Stats. 32 andthe Federal Uniform Relocation Act (hereinafter “URA”).

133. That AZAR is a displaced business pursuant to Wis. Stats. 32 and the FederalUniform Relocation Act (hereinafter “Uniform Act”).

134. That AZARIAN WRECKING is a displaced tenant pursuant to Wis. Stats. 32 andthe Federal Uniform Relocation Act (hereinafter “URA”).

135. That AZARIAN WRECKING occupied the MARINA PROPERTIES and AZARPROPERTIES under an agreement by and between the parties.

136. That AZARIAN WRECKING has been displaced from the MARINAPROPERTIES and AZAR PROPERTIES and been forced to relocate to 1535 High Street,Racine, Wisconsin (hereinafter “High Street Property”).

137. That AZARIAN WRECKING is forced to expend sums at the High StreetProperty in excess of its expenditures at the MARINA PROPERTIES and AZAR PROPERTIES.

138. That AZARIAN WRECKING is entitled to its actual moving costs together withthe difference in rent/expenses from the amounts paid at the MARINA PROPERTIES and AZARPROPERTIES in comparison to the High Street Property.

139. That FDP’s acquisition of the MARINA PROPERTIES and AZAR PROPERTIESwas done as a “Straw Man” for the sole benefit of the CITY and RDA and as the CITY andRDA’s agent.

COUNT IFAILURE TO FOLLOW REAL PROPERTY

ACQUISITION POLICY UNDER FEDERAL LAW

140. Plaintiffs incorporate all prior paragraphs of this Complaint as if fully set forth

under this count.

141. Defendants received federal dollars in connection with its acquisition of theProperty, including (a) a federal grant from the Environmental Protection Agency forbrownfields clean-up; (b) a federal grant from the National Oceanic and AtmosphericAdministration for partial funding for the City of Racine’s “RootWorks Plan”; (c) CommunityDevelopment Block Grant funds, administered by the United States Department of Housing andUrban Development, for real property acquisition; and (d) federal Recreational Trails Programfunds, administered by the United States Department of Transportation's Federal HighwayAdministration, for real property acquisition.

142. Defendants were required to comply with the Uniform Act and the regulationsthereunder in connection with the acquisition of the Property.

143. Defendants have specific duties under the Uniform Act and the regulationsthereunder, including following the “basic acquisition policies” set forth at 49 C.F.R. § 24.102and paying certain expenses incidental to the transfer of title to it under 49 C.F.R. § 24.106.

144. The acquisition of the Plaintiffs’ property by Defendants did not qualify as a“voluntary transaction” within the meaning of 49 C.F.R. § 24.101(b).

145. At a minimum, in failing to follow the basic acquisition policies and payingcertain expenses incidental to the transfer of title to Defendants, Defendants failed to complywith the Uniform Act and the regulations thereunder.

146. Plaintiffs have suffered, and will continue to suffer, damages as a direct result ofDefendants’ failure to comply with the Relocation Act and the regulations thereunder.

147. That the Defendants failure to follow the Uniform Act resulted in the Plaintiffs

owners’ not receiving just compensation for the properties acquired.

148. That as and for a preliminary measure of just compensation, the Plaintiff owners’should have been entitled to the contracted amount for the acquisition of their properties versus areduced amount to fund the escrow.

149. That as and for computation of just compensation the Plaintiff property ownersshould be entitled to appraisals of their properties as of the date of closing.

150. That the Defendants’ failure to comply with the Uniform Act has caused thePlaintiff property owners to suffer loss via less than just compensation for the CITY and/or RDAacquiring the Subject Properties.

COUNT IIFAILURE TO COMPLY WITH WIS. STATS. § 32

151. Plaintiffs incorporate all paragraphs of this Complaint as if fully set forth underthis count.

152. Defendants have the power to condemn real property pursuant to Wis. Stats. §§

32.02(1) and (11) and is a condemnor under Wis. Stats. § 32.185.

153. Defendants were required to comply with Wis. Stats. § 32.06 in connection withthe acquisition of the Property.

154. Defendants have specific duties under Wis. Stats. § 32.06, including obtaining afull narrative appraisal, issuing a jurisdictional offer, and notifying Plaintiffs of their rights inconnection with the acquisition of the Property.

155. At a minimum, in failing to obtain a full narrative appraisal, failing to issue ajurisdictional offer, and failure to notify Plaintiffs of their rights in connection with theacquisition of the Property, Defendants failed to comply with Wis. Stats. § 32.06.

156. Plaintiffs have suffered, and will continue to suffer, damages as a direct result ofDefendants’ failure to comply with the Wis. Stats. § 32.06.

157. Plaintiffs have suffered, and will continue to suffer, damages as a direct results ofDefendants’ failure to comply with Wis. Stats. §§ 32.19; 32.20.

158. Plaintiff, OLSON, has not been fully compensated for his relocation claimspursuant to Wis. Stats. §32.

159. Plaintiffs, MARINA, AZAR and AZARIAN WRECKING have not been fullycompensated for any relocation costs pursuant to Wis. Stats. §32.

160. Plaintiffs, MARINA, AZAR and AZARIAN WRECKING are compiling theirrelocation claims to be submitted to the CITY and RDA upon completion.

COUNT IIIWRIT OF MANDAMUS

161. Plaintiffs incorporate all paragraphs of this Complaint as if fully set forth underthis count.

162. That pursuant to Wis. Stat. § 32.25 the CITY and/or the RDA were required toprovide Plaintiffs with a notice of relocation benefits being available and provide him with a

relocation plan and/or compensation under relocation claims. 163. That despite notice from the DOA, the CITY and RDA have failed to provide the

Plaintiff’s with any relocation plan.

164. That the RDA is duly bound by Wis. Stat. Ch. 32 and Wis. Adm. Code ADM Ch.92 to file a relocation plan as defined thereunder.

165. That the RDA is duly bound by Wis. Stat. Ch. 32 and Wis. Adm. Code ADM Ch.

92 to process relocation claims.

166. That the duties required of the RDA by Wis. Stat. Ch. 32 and Wis. Adm. CodeADM Ch. 92 are ministerial acts mandated by Wisconsin law.

167. That the delay in processing and receiving relocation benefits has and continues tocause substantial economic loss to the Plaintiffs.

168. That Wis. Adm. Code ADM § 92.001 requires that displaced persons are “treateduniformly, fairly and equitably.”

169. That until such time as the RDA prepares and files a relocation plan and processesall of Plaintiff’s relocation claims and assists with relocation, the Plaintiffs are without anyadequate remedy at law.

170. That the Plaintiffs have not been treated in the manner mandated by Wisconsinlaw

COUNT IVVIOLATION OF THE FIFTH AMENDMENT TO

THE UNITED STATES CONSTITUTION ANDARTICLE 1 § 13 TO THE WISCONSIN CONSTITUTION

171. Plaintiffs incorporate all paragraphs of this Complaint as if fully set forth under

this count.

172. Plaintiffs have a right of just compensation for property taken by Defendantsunder the Fifth Amendment of the United States Constitution and Article 1 § 13 to the WisconsinConstitution.

173. Defendants have not provided just compensation to Plaintiffs for the taking oftheir property.

174. Plaintiffs have suffered, and will continue to suffer, damages as a direct result ofDefendants’ failure to comply with the Fifth Amendment of the United States Constitution andArticle 1 § 13 to the Wisconsin Constitution.

COUNT VVIOLATION OF THE FOURTEENTH AMENDMENT TO

THE UNITED STATES CONSTITUTION ANDARTICLE 1 § 1 TO THE WISCONSIN CONSTITUTION

175. Plaintiffs incorporate all paragraphs of this Complaint as if fully set forth under

this count.176. Pursuant to the Fourteenth Amendment to the United States Constitution and Article

1 § 1 to the Wisconsin Constitution, Plaintiffs were entitled to equal protection in the applicationto them of the Constitution and laws of the United States and the State of Wisconsin.

177. The Plaintiffs were denied relocation assistance and benefits while other similarly-situated persons whose land had been taken were given relocation assistance, benefits, and justlycompensated. As a result, Plaintiffs have not been equally treated under law. As such, at aminimum, Plaintiffs form a class of companies owned all or in substantial part by OLSON,MARINA, AZAR and AZARIAN WRECKING were treated unequally under the FourteenthAmendment. See, Village of Willowbrook v. Olech, 528 U.S. 562 (2000).

178. Despite providing Plaintiffs no relocation assistance, benefits, or just compensation,Defendants provided relocation assistance and just compensation to others.

179. Defendants’ conduct constitutes a violation of the equal protection clause of theFourteenth Amendment to the United States Constitution and Article 1 § 1 to the WisconsinConstitution.

180. Plaintiffs have suffered, and will continue to suffer, damages as a direct result ofDefendants’ failure to comply with the Fourteenth Amendment of the United States Constitutionand Article 1 § 1 to the Wisconsin Constitution.

COUNT VIDEPRIVATION OF RIGHTS IN VIOLATION OF 42 U.S.C. § 1983

181. Plaintiffs incorporate all paragraphs of this Complaint as if fully set forth under

this count.

182. Under the Uniform Act and the regulations promulgated thereunder, Defendantshad a duty to ensure that persons and companies whose property is taken for public projects aretreated fairly, equitably and consistent with their constitutional rights. Further, under the UniformAct and the regulations promulgated thereunder, Defendants had a duty to ensure that displacedpersons “will not suffer disproportionate injuries” as the result of public projects.

183. The Fifth Amendment to the United States Constitution, incorporated to the statesthrough the Fourteenth Amendment, guarantees that no person shall be deprived of propertywithout due process of law, nor shall such property be taken for public use without justcompensation.

184. Article 1 § 1 to the Wisconsin Constitution guarantees equal protection of thelaws.

185. Pursuant to the Fourteenth Amendment to the United States Constitution andArticle 1 § 1 to the Wisconsin Constitution, Plaintiffs were entitled to equal protection in theapplication to them of the constitution and laws of the United States and the State of Wisconsin.Because, as set forth in this Complaint, the Plaintiffs were denied benefits others received,Plaintiffs have not been equally treated.

186. Pursuant to the Fifth and Fourteenth Amendments to the United StatesConstitution and Article 1 § 13 to the Wisconsin Constitution, Plaintiffs were entitled tosubstantive and procedural due process and just compensation for the taking of Plaintiffs’property.

187. Defendants, acting under color of both state and federal law, have engaged in aseries of actions that have deprived Plaintiffs of their rights to be treated fairly, equitably, andconsistent with their rights secured by both state and federal law.

188. Plaintiffs have suffered, and will continue to suffer, damages as a direct result ofDefendants’ failure to comply with 42 U.S.C. § 1983.

COUNT VIICONSPIRACY TO INTERFERE WITH CIVIL RIGHTS

IN VIOLATION OF 42 U.S.C. § 1985(3)

189. Plaintiffs incorporate all paragraphs of this Complaint as if fully set forth under

this count.

190. Defendants acted in concert for the purpose of preventing or hindering theconstituted authorities of Wisconsin from giving or securing Defendants the equal protection ofthe laws. Namely, Defendants discussed, planned, and intentionally disregarded Plaintiffs’ rightsunder the United States Constitution, Wisconsin Constitution, the Relocation Act, the regulationsthereunder, and Wisconsin statutes.

191. Plaintiffs have suffered, and will continue to suffer, damages as a direct result ofDefendants’ conspiracy to interfere with Plaintiffs’ civil rights contrary to 42 U.S.C. § 1985(3).

DEMAND FOR JURY TRIAL

Pursuant to Rule 38(b) of the Federal Rules of Civil Procedure, Plaintiffs hereby requesta trial by jury for the issues of fact in this action.

PRAYER FOR RELIEF

WHEREFORE, Plaintiffs pray for relief as follows:

A. For a Mandamus order directing the Defendants, CITY and RDA, to produce arelocation plan pursuant to Wisconsin Statutes.

B. For just compensation for the taking of Plaintiffs’ property in an amount to bedetermined at trial;

C. For any relocation or other benefits accrued or owed to Plaintiffs for the taking ofPlaintiffs’ property in an amount to be determined at trial;

D. For all consequential damages suffered by Plaintiffs as the result of Defendants’deprivation of their rights secured by the Constitution and laws of the United States in an amountto be determined at trial;

E. For punitive damages in an amount to be determined at trial;

F. For certain litigation expenses including attorney’s fees, costs, and disbursementsincurred herein pursuant to 49 C.F.R. § 24.107, 42 U.S.C. 1988, Wis. Stat. § 32.28, and otherapplicable law; and

G. For such other relief as the court deems just and equitable under the circumstances.PUNITIVE DAMAGES DEMAND

Defendants are hereby put on notice that Plaintiffs are requesting punitive damages

JURY DEMAND

The Plaintiffs hereby request that this action be tried to a Jury from said District.

Dated this ________ day of December, 2017.

GUTTORMSEN & TERRY, LLC,Attorneys for the Plaintiff

By: Todd A. Terry, Attorney at Law

DRAFTED BY:

Todd A. Terry, Attorney at LawSBN: 10471754015 80

th Street, Suite H

Kenosha, WI 53142Telephone: (262) 842-2338Facsimile: (262) 584-9949

Email: todd@gt-attorneys.com

State Bar Number: 1047175

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