Attachment A - Office Partners Amendment to Lease clean 8.26 (1)

FIRST AMENDMENT TO AGREEMENT FOR THE LEASE OF USE OF CITY FIBER OPTIC CABLE BETWEEN OFFICE PARTNERS, INC. AND THE CITY OF BOULDER DATED APRIL 22, 2022 This First Amendment is made as of the ___ day of ___________ 2025 (the “Effective Date”), by and between the City of Boulder, a Colorado home rule city (the “City”), and Office Partners, Inc., a Colorado corporation (“Office Partners”). The City and Office Partners may hereinafter be referred to individually as a “Party” or collectively as the “Parties.” RECITALS A. The Parties entered into an Agreement for the Lease of Use of City Fiber Optic Cable (the “Lease Agreement”) dated April 22, 2022, for exclusive use of four dark fiber optic cable strands connecting buildings on located at 1301 Canyon Blvd., 1919 14th Street, 1800 Broadway, 1877 Broadway, and 1942 Broadway in Boulder, Colorado; and B.

Office Partners has leased the Leased Fiber since 2002; and,

C. The Parties wish to extend the term of the Lease Agreement for twenty (20) years, adjusting the annual rent as set forth herein, and to clarify the promises and obligations of the Parties. AGREEMENT NOW THEREFORE, in consideration of the promises and obligations set forth below, the Parties agree to amend the Lease Agreement as follows: 1. Extension. By this First Amendment the Parties agree to extend the term of the Lease Agreement through April 25, 2045. Accordingly, Section 5 of the Lease Agreement is replaced by the following section, to read: “Term of Lease. This Agreement shall remain in effect for a term commencing as of the Effective Date and terminate on April 25, 2045, at 11:59 p.m. MST unless otherwise terminated or modified by both Parties in writing. The Parties shall conduct a review of the terms of this Agreement every five (5) years, commencing on June 1, 2030, to assess whether adjustments to rent, maintenance costs, or other terms are necessary due to changes in market conditions, technology, or applicable law, with any adjustments to be mutually agreed upon in writing.” 2. Rent Payment. The rent for the Leased Fiber shall increase annually. Accordingly, Section 3 shall be revised by deletion of the second sentence in the paragraph and replacing such sentence with the following: 1

“The rent for the Leased Fiber shall be paid by Office Partners annually and is due within 30 days of Office Partners receiving an invoice from the City. Rent shall be in the following amounts: For the period from June 1, 2025, to April 25, 2026, the annual rent shall be $2,563.23, as set forth in the Lease Agreement. • For each subsequent year, the annual rent shall increase by three percent (3%) or the rate of inflation as set forth in the Consumer Price Index, whichever is less. • The City shall provide Office Partners with a rent schedule for the extended term upon execution of this First Amendment, and such schedule shall be updated annually to reflect the adjusted rent.” Section 4 of the Lease Agreement, regarding late rent penalties, shall remain in full force and effect. 3. Relocation Terms & Maintenance Clarifications. In the event a relocation is required, for any reason, Office Partners is agreeing to be charged with the costs of relocation of the Leased Fiber. Accordingly, hereby added to the Lease Agreement is the following provision under Section 6, “Maintenance and Repair Responsibilities”: “a. Relocation. In the event a relocation of the Leased Fiber is required or the casing/conduit covering the same, for any reason or its casing/conduit is required due to City infrastructure needs, regulatory requirements, or other public necessity, Office Partners shall pay the costs of relocation and connection as maintenance costs pursuant to this Section 6. Such costs shall be subject to allocation under subpart “B” immediately below. In the event Office Partners reasonably determines that the cost to Office Partners of such relocation of its Leased Fiber exceeds the value of the Leased Fiber to Office Partners under this Lease Agreement fair market value of the Leased Fiber, as determined by a mutually agreed-upon third-party appraiser, paid for by Office Partners, Office Partners may terminate this Lease Agreement without further liability to the City thereof (but without requiring payment or reimbursement by the City for any amounts previously paid by Office Partners). To the extent reasonably feasible, the City shall provide Office Partners with at least ninety (90) days’ written notice of any required relocation, including a detailed cost estimate. b. Allocation – Multiple Users. In the event there are multiple users of fiber optic cable being maintained or relocated, then the maintenance and relocation costs discussed in this Section 6 will be divided by the number and length of fiber optic strands being maintained or relocated to prorate the costs to the users, dividing maintenance costs equally to each strand user according to their relative strand count prorated among users based on the number of fiber optic strands each user leases, adjusted for the length of conduit used, 2

as applicable, to ensure an equitable allocation consistent with Section 7 of the Lease Agreement. The City shall provide an annual accounting of all maintenance and relocation costs, including allocations, to Office Partners.” 4. Insurance. A certificate of insurance shall be provided to the City evidencing coverage for the extended term of the Lease Agreement. Such certificate shall comply with the requirements set forth in Section 13 of the Lease Agreement, including but not limited to General Liability coverage with a $2,000,000 general aggregate limit and $1,000,000 each occurrence limit, naming the City as an additional insured. The City may update insurance requirements not more than once every five (5) years to reflect industry standards, with ninety (90) days’ written notice to Office Partners. Office Partners shall provide evidence of coverage when required by the City. 5. Indemnity. Section 16, of the Lease Agreement, titled “Indemnification” is hereby stricken in its entirety and replaced with the following: “16. Indemnities. Office Partners shall indemnify, defend and hold harmless the City, its directors, officers, employees, elected and appointed officials and agents and the heirs, executors, successors, and permitted assigns of any of the foregoing (collectively, including the City, the “City Indemnitees”) from and against any third party claim, suit, or proceeding, arising out of, related to, or alleging: (1) any negligent or intentional act or omission by Office Partners or its representatives, employees, agents, or subcontractors or other parties for which Office Partners may be legally responsible in the performance of Office Partners’ obligations under this Agreement; or (2) any material breach in a representation, warranty, covenant or obligation of Office Partners contained in this Agreement; or, (3) any failures of the City under this Lease Agreement that derive their claim through any rights, contracts, promises, warranties, guarantees or assurances made by Office Partners concerning, by way of example and not limitation, the availability of service, service interruptions, the quality of service, or any other aspect of the Lease and the availability of the conduit or fiber hereunder. The intent of this subparagraph (3) is to ensure the City is in no way responsible to any third parties. Notwithstanding anything else contained in this Section 16, no obligation to indemnify which is set forth in this Section shall apply unless the City notifies Office Partners as soon as practicable to avoid any prejudice in the claim, suit or proceeding of any matters in respect of which the indemnity may apply and of which the City has knowledge. The City shall have the right to participate in any legal proceedings to contest and defend a claim for indemnification involving a third party and to be represented by its own attorneys. No settlement or compromise of an asserted third-party claim other than the payment/money may be made without the prior written consent of the City.” 3

6. Limitation of Liability. There is hereby added to the Lease Agreement a new section, Section 20, titled “Limitation of Liability.” The new section is as follows: “20. Limitation of Liability. The City’s liability arising out of or related to this Agreement will not exceed one-year’s payments in the amount owed for the subsequent year of lease term payment, which shall be applied as a credit on Lessee’s subsequent year’s rent payment to the City. The limits in the preceding sentence are cumulative and not perincident. In no event will the City be liable for lost profits, or loss of business, or for any indirect, special, consequential, incidental, or punitive damages arising out of or related to this Agreement. For avoidance of doubt, the limit of the City’s liabilities under this Section 20 apply to the benefit of the City’s directors, officers, employees, elected and appointed officials and agents, and the heirs, executors, successors, and permitted assigns of any of the foregoing. The limitation of liabilities of this Section 20 apply: (a) regardless of the form of action, whether in contract, tort, strict liability, or otherwise; (b) even if the City is advised in advance of the possibility of the damages in question and even if such damages were foreseeable; (c) even if an error, damage, or substantial impairment or destruction of the Leased Fiber occurs and the same results in a failure of any of Lessee’s provision of service to its tenants or any third party; and (d) even if Lessee’s remedies fail of their essential purpose. Office Partners acknowledges and agrees that the City’s has based its pricing and has entered into this Agreement in reliance upon the limitation of liability and disclaimer of damages in this Section. If applicable law limits the application of any provision listed in this Section 20, the City’s liability will be limited to the maximum extent permissible. Nothing in this Limitation of Liability section precludes Office Partners from declaring a default and subsequently exercising its remedy to terminate this Lease Agreement upon any breach or default by the City, without penalty to Office Partners and subject to the limitation of liability in this Section 20.” 7. Additional Provisions. There is hereby added to the Lease Agreement new subsections “g” and “h”, found under Section 19, General Provisions. The new subsections “g” and “h” shall be as follows: “g. Governmental Immunity. Notwithstanding any other provision of this Agreement to the contrary, no term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions of the Colorado Governmental Immunity Act, Sections 24-10-101, et seq., C.R.S., as now or hereafter amended. The Parties understand and agree that liability for claims for injuries to persons or property arising out of negligence of the City, its departments, institutions, agencies, boards, officials and employees is controlled and limited by the provisions of Sections 24-10-101, et seq., C.R.S., as now or hereafter amended.

4

h. Police Powers. For avoidance of doubt, nothing in this Lease Agreement restricts, alters, amends the City’s police powers, including, without limitation, the authority of the City to maintain, enforce, interpret, and change its laws.” 8. Council Review. Office Partners’ performance of its obligations under this Lease Agreement may be subject to review by the City Council as City Council may periodically require. Such reviews shall be limited to assessing material compliance with the terms of this Agreement, including timely payment of rent and maintenance costs, and shall occur no more frequently than once every five (5) years, commencing on June 1, 2030, unless a material breach is suspected, in which case no review or approval by the City Council shall be required for the City to exercise its rights under the Lease Agreement. The City shall provide Office Partners with at least sixty (60) days’ written notice of any review, including the scope and criteria, and an opportunity to cure any identified deficiencies within thirty (30) days. 9. Administrative. This First Amendment is and shall be construed as part of the Lease Agreement. In the case of any inconsistency between this First Amendment and the Agreement, the provisions containing such inconsistency shall be reconciled with one another to the maximum extent possible, and then, to the extent of any remaining inconsistency, the terms of this First Amendment shall control. Except as amended herein, the Lease Agreement shall remain in full force and effect. For clarity, Sections 4, 7, 10, 11, 13, 14, 15, 16, 18, 19 and 20 of the Lease Agreement, among others, remain in full force and effect unless explicitly modified herein. 10. Ratification. The Parties hereby ratify their respective performances during the period in which the prior lease had lapsed. The Parties hereby agree that the Agreement terms and conditions remained in full force and effect during such period, and that no action of any Party constituted a default or breach under the Agreement. The lapsed period does not alter the termination date above. [Signature Page Follows]

5

IN WITNESS WHEREOF, the Parties to this First Amendment have caused it to be executed by each Party’s authorized officers as of the day and year first above written. This First Amendment may be executed in counterparts, each of which shall be original, but all of which together shall constitute a fully binding and executed amendment. OFFICE PARTNERS, Inc. a Colorado corporation By: _______________________________ Printed Name: ______________________ Title: _____________________________ CITY OF BOULDER a Colorado home rule city __________________________________ Nuria Rivera-Vandermyde, City Manager ATTEST: ________________________________ City Clerk APPROVED AS TO FORM: ________________________________ City Attorney’s Office

6