Attachment A - Administrative Cost Allocation Agreement

ADMINISTRATIVE COST ALLOCATION AGREEMENT BETWEEN THE BOULDER URBAN RENEWAL AUTHORITY AND THE CITY OF BOULDER THIS ADMINISTRATIVE COST ALLOCATION AGREEMENT (this “Agreement”) is dated as of December ___, 2025 (“Effective Date”), between the City of Boulder, a Colorado home rule municipality (the “City”), and the Boulder Urban Renewal Authority (“BURA”), a body corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorado. The City and BURA may hereinafter be referred to individually as a “Party” or collectively as the “Parties.” WITNESSETH: WHEREAS, BURA is a body corporate and politic of the State of Colorado established pursuant to Title 31, Article 25, Part 1, Colorado Revised Statutes (“C.R.S.”) (the “Urban Renewal Law”); and WHEREAS, the City is a Colorado home rule municipality with all the powers and authority granted pursuant to Article XX of the Colorado Constitution and its City Charter; and WHEREAS, on April 17, 1979, the City Council of the City (the “City Council”) established BURA by Ordinance #4411; and WHEREAS, BURA is a Colorado Urban Renewal Authority, with all the powers and authority granted to it pursuant to the Urban Renewal Law; and WHEREAS, the City Council has heretofore approved two (2) urban renewal area plans; the Boulder Valley Regional Center, established in 1979 and the 9th and Canyon Urban Renewal Plan established in 1995, for urban renewal projects to be undertaken by BURA and may approve additional urban renewal plans for urban renewal projects to be undertaken by BURA in the future (collectively, the “Urban Renewal Plans”); and WHEREAS, pursuant to the Urban Renewal Law, each of the Urban Renewal Plans as originally adopted or as amended may contain a provision authorizing the collection of property tax and sales tax increment revenues for a period not to exceed twenty-five years for the purpose of financing urban renewal projects authorized by the relevant Urban Renewal Plan (the “TIF Provision”); and WHEREAS, pursuant to the Urban Renewal Law, tax increment revenues collected pursuant to an Urban Renewal Plan containing a TIF Provision will be remitted to BURA for up to twenty-five (25) years following the date of approval of such plan, and will be held by BURA in a special fund (the “BURA Special Fund”) to pay the bonds of, or loans or advances to, or indebtedness incurred by, BURA for financing or refinancing urban renewal projects in accordance with such plan; and WHEREAS, BURA currently has no employees and BURA desires to utilize a portion of the time of certain employees of the City and the City is willing to allow such employees to devote a portion of their time to perform administrative services or tasks for designated work projects of

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BURA, the cost for such employees is to be reimbursed by BURA, to the City, as an obligation of BURA; and WHEREAS, the City Council and the Board of Commissioners of BURA (the “Board”) have each determined that the City and BURA must establish a framework for the allocation of costs for administrative services and any designated work project for the Urban Renewal Plans for BURA to properly function as an entity; and WHEREAS, BURA also may commission condition studies and enter into contracts with third parties to assist with the creation of new urban renewal plans and to carry out the purposes of BURA; and WHEREAS, such costs for administrative services and designated work projects by City employees or contractors performed on behalf of BURA are loans or advances to, or indebtedness incurred by BURA that are payable to the City from tax increment revenues held in the BURA Special Fund; and WHEREAS, pursuant to Section 31-25-112, C.R.S., the City is specifically authorized to (i) do all things necessary to aid and cooperate with BURA in connection with the planning or undertaking of any urban renewal plans, projects, programs, works, operations or activities of BURA; (ii) enter into agreements with BURA respecting such actions to be taken by the City; (iii) cause administrative or other services to be furnished to BURA; and (iv) appropriate funds and make such expenditures of its funds as it deems necessary to aid and cooperate with BURA in connection with any powers, functions, or activities mentioned in the Urban Renewal Law; and WHEREAS, pursuant to the Urban Renewal Law, BURA is authorized to undertake urban renewal projects and to make an execute any and all contracts and other instruments necessary to implement such urban renewal projects. NOW, THEREFORE, in consideration of the foregoing recitals, and the mutual promises set forth below the City and BURA hereby agree as follows: 1. Use of City Employees. The City hereby authorizes BURA to utilize the services of City employees to perform administrative services including, but not limited to, financial, legal, and management services, and to assist BURA in work related to past, present, and future urban renewal projects in the City. The specific employees and the amount of time devoted to the projects shall be as directed by the City Manager and the Executive Director of the BURA, or their designees. (a) The City shall retain the right to establish the employees' wages or salary and benefits, and the right to discharge, reassign, or hire employees to perform the services required by the BURA. The City Manager retains the right to direct and control City employees. The BURA Executive Director may request the assistance of City employees, but the City Manager shall have the final authority to authorize the requested assistance. (b) The City, as the employer, has the responsibility for payment of salary or wages to the employee, and for reporting, withholding, and paying any applicable taxes with respect to the employee’s wages or salary and payment of City-sponsored employee benefit plans 2 67012123.v1

and payment of unemployment compensation insurance as may be required. BURA shall not have any responsibility for the payment or reporting of remuneration paid to the City's employees, all of such responsibilities being the obligation of the City. The City shall retain the right to maintain the employment relationship between the City and its employees. 2.

Contractor Services.

The City acknowledges that BURA does not have sufficient funds to pay certain operating costs and to pay for activity required to carry out the objectives of BURA, such as commissioning condition studies to determine if the establishment of new or expanded urban renewal areas is appropriate within the City. The City will benefit from both the determination if new or expanded urban renewal areas are appropriate and from the establishment of urban renewal areas within the City. The City, therefore, agrees to advance to BURA, subject to the City’s annual appropriation, an amount to cover certain operating costs and contract services up to $250,000 a year, which amount shall be paid back to the City in accordance with Section 3 of this Agreement. 3.

Payment.

(a) BURA acknowledges and agrees that the City has provided and will continue to provide substantial administrative and legal services to BURA in connection with past, present, and future urban renewal projects and Urban Renewal Plans. (b) The City shall provide BURA annually with the estimated cost of administrative services and operating costs to be included in BURA budget. Costs shall be generally apportioned among any existing urban renewal area plans based on the level of services specific to each plan. Any project designated by BURA for work by City employees shall be paid for from that portion of the BURA Special Fund specific to the relevant Urban Renewal Plan. Similarly, any operating costs or contracted services specific to an urban renewal area shall be reimbursed from funds associated with that specific Urban Renewal Plan. (c) BURA shall pay to the City the City's actual costs for services rendered to BURA. The City shall provide written evidence of such cost allocation to BURA on at least an annual basis. Evidence of cost allocation to BURA shall be considered an invoice that is due and payable by BURA within thirty (30) days of receipt. Pursuant to Section 11-57-208, C.R.S., BURA hereby pledges the available revenue in the BURA Special Fund to the payment on all invoices furnished by the City to BURA. The creation, perfection, and priority of the pledge of available revenues in the BURA Special Fund to secure or pay the invoices and the interest due thereon shall be governed by Section 11-57-208, C.R.S. Tax increment revenues pledged for the payment of the invoices, as received by or otherwise credited to BURA, shall immediately be subject to the lien of such pledged without any physical delivery, filing, or further act. The lien of such pledge and the obligation of BURA to perform the contractual provisions made in this Agreement shall have priority over any or all other obligations and liabilities of BURA, expect as provided in Section 3 hereof. The lien of the pledge hereunder shall be valid, binding, and enforceable as against all persons having claims of any kind in tort, contract, or otherwise against BURA irrespective of whether such persons have notice of such lien.

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(d) In the event BURA objects to any evidence provided to BURA concerning the cost allocation of services, the decision of the City Manager relating to such costs shall be final, the sole recourse of BURA is the right to terminate this Agreement. (e) In the event of any employment related issues with employees assigned to work with the BURA, the Executive Director of BURA shall report such concerns or issues promptly to the City Manager who shall be responsible for addressing such concerns. The decision of the City Manager relating to such employee shall be final, the sole recourse of BURA being the right to terminate this Agreement. 4. Subordination. BURA’s obligations pursuant to this Agreement are subordinate to BURA’s obligations for the repayment of any current indebtedness at the time this Agreement is executed. For purposes of this Agreement, the term “indebtedness,” includes all forms of indebtedness that may be incurred by BURA, including, but not limited to, general obligation bonds, revenue bonds, revenue anticipation notes, tax increment notes, tax increment bonds, reimbursement agreements, owner participation agreements, and all other forms of contractual indebtedness of whatsoever nature that is in any way secured or collateralized by the tax increment revenues of BURA. 5.

General Provisions.

(a) Dispute Resolution. Dispute Resolution Negotiation. Prior to the filing of any claim or suit, the Parties shall negotiate in good faith to resolve the dispute. Negotiations shall be conducted by the designated Party representatives. It shall be the duty of the Parties’ executives to attempt to resolve the dispute in a timely and efficient manner. Parties shall complete the dispute negotiation process within thirty days (30) of delivery of the written notice. In the event that a Party should have good cause shown to request a time extension, an extension of no more than sixty (60) days shall be agreed upon by both Parties. In lieu of the preceding process, the Parties may mutually agree to mediation at any point during the dispute resolution process. (a) Separate Entities. Nothing in this Agreement shall be interpreted in any manner as constituting the City or its officials, representatives, consultants, or employees as the agents of the BURA, nor as constituting BURA or its officials, representatives, consultants, or employees as agents of the City. Each entity shall remain a separate legal entity pursuant to applicable law. Neither Party shall be deemed hereby to have assumed the debts, obligations, or liabilities of the other. Pursuant to this Agreement, the City has agreed to advance the costs of administrative services and operating costs provided to BURA and BURA has agreed to repay the City for such advances. (b) Third Parties. Neither the City nor BURA shall be obligated or liable under the terms of this Agreement to any person or entity not a party hereto. (b) Modifications. No modification or change of any provision in this Agreement shall be made, or construed to have been made, unless such modification is mutually agreed to in writing and signed by both Parties. (c) Entire Agreement. This Agreement shall represent the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all prior 4 67012123.v1

negotiations, representations, or agreements, either written or oral, between the Parties relating to the subject matter of this Agreement and shall be independent of and have no effect upon any other contracts. (d) Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. (e) Assignment. This Agreement shall not be assigned, in whole or in part, by either Party without the written consent of the other Party. (f) Waiver. No waiver of a breach of any provision of this Agreement by either Party shall constitute a waiver of any other breach or of such provision. Failure of either Party to enforce at any time, or from time to time, any provision of this Agreement shall not be construed as a waiver thereof. The remedies reserved in this Agreement shall be cumulative and additional to any other remedies in law or in equity. (g) No Multi-Fiscal Year Obligation of the City. The Parties understand and acknowledge that the City is subject to Article X, § 20 of the Colorado Constitution (“TABOR”). Nothing in this Agreement shall be construed to require the City to advance administrative services to BURA beyond the then current fiscal year of the City. Any decision of the City to advance administrative services to BURA is subject to annual appropriation of the City Council It is understood and agreed that all payment obligations of the City are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the City’s current fiscal period ending upon the next succeeding December 31. Financial obligations of the City payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of the City and applicable law. Any failure of the City to annually to appropriate adequate monies to finance the City’s obligations under this Agreement shall terminate this Agreement at such time as such then-existing appropriations are to be depleted. Notice shall be given promptly to BURA of any failure to appropriate such adequate monies. For the avoidance of doubt, this Agreement is a multiple fiscal year financial obligation of BURA as set forth in Section 3 above. (j) Term. This Agreement shall be effective upon the Effective Date and shall be automatically renewed on January 1 of each year up to five years total. BURA or the City may terminate this Agreement with three (3) months’ written notice, without cause; provided that this Agreement shall not be terminated by BURA until all payments due hereunder have been satisfied or provided for. (k) Notice. All notices and other communications hereunder shall be sufficiently given and shall be deemed given when delivered, emailed, or mailed by first class mail, postage prepaid, addressed as follows: To the City:

City of Boulder City Manager’s Office P.O. Box 791 5

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Boulder, CO 80306 To the BURA:

Boulder Urban Renewal Authority Executive Director 1777 Broadway Boulder, CO 80302

[Signature Page Follows]

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IN WITNESS HEREOF, The Parties to this Agreement have caused it to be executed by their authorized officers as of the day and year first above written. This Agreement may be executed in counterparts, each of which shall be original, but all of which together shall constitute a fully binding and executed Agreement.

CITY OF BOULDER, COLORADO

By:_______________________________________ Nuria Rivera-Vandermyde, City Manager ATTEST:

By:_________________________________ City Clerk APPROVED AS TO FORM:

By:______________________________ City Attorney’s Office

BOULDER URBAN RENEWAL AUTHORITY

By:_______________________________________ _____________________, Board Chairperson

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