Attachment A - Governing Festival and City Services Agreement

Governing Festival Agreement and City Services Agreement Between City of Boulder And The Sundance Institute And The City of Boulder Downtown Commercial District (formerly known as the Central Area General Improvement District )

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Governing Festival Agreement and City Services Agreement THIS GOVERNING FESTIVAL AGREEMENT AND CITY SERVICES AGREEMENT (“Agreement”) is entered into as of [______ ___, 2025] (“Effective Date”), between the CITY OF BOULDER, a Colorado home rule municipality (“Boulder”), THE SUNDANCE INSTITUTE, a Utah non-profit corporation (the “Institute”), and THE CITY OF BOULDER DOWNTOWN COMMERCIAL DISTRICT (FORMERLY KNOWN AS THE CENTRAL AREA GENERAL IMPROVEMENT DISTRICT), a general improvement district existing pursuant to the Constitution of the state of Colorado and formed pursuant to Chapter 8-4, Boulder Revised Code 1981 (“CAGID”). Boulder, the Institute, and CAGID are sometimes referred to herein individually as a “Party,” and collectively as “Parties.” Recitals A. The Parties wish to enter into a long term contract maintaining Boulder as the Sundance Film Festival (“Festival”) headquarters and establishing Boulder as the corporate office headquarters for the Institute to maximize planning efficiencies, pool resources, and improve Festival management to ensure the continued success of the Festival with minimal adverse impacts and maximum cultural benefits to the residents of Boulder. B. The Institute desires to use certain facilities owned or controlled by Boulder and/or CAGID and to obtain certain services from Boulder and others as appropriate in connection with the Festival, all under the terms hereinafter provided. C. In recognition of the significant artistic and economic contributions which the Institute and the Festival will make to the communities in Boulder and the increased presence of the Festival in Boulder (“Relocation”), Boulder deems it to be in the best interests of the Boulder community to enter into this Agreement. D. The provision of Boulder funds, property and services is consistent with the Boulder Valley Comprehensive Plan, as amended, particularly the Economy Section, and provides substantial economic vitality benefits for Boulder and protects the public health, safety and welfare of the residents and visitors of Boulder. E. The Institute’s anticipated annual direct economic impact to Boulder equals or exceeds the fair market value of Boulder’s annual contribution herein. Numerous additional indirect and intangible benefits of the Festival and the Relocation create additional overall positive economic, artistic and quality of life impacts on Boulder, its residents and its visitors. Agreement In consideration of the Recitals listed above, which are incorporated herein, and of the terms and mutual covenants set forth below, and for other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties agree as follows: 34092202.10

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A.

PRINCIPLES AND RESPONSIBILITIES. 1.

General Principles.

1.1 Mutual Cooperation and Flexibility. Boulder and the Institute mutually acknowledge and agree to proceed through all stages of planning and operations for the use areas described and depicted on Exhibit “A” attached hereto (the “Use Areas”) and each Festival in the spirit of mutual cooperation and flexibility, recognizing that locations within Boulder and the circumstances may change between the date of execution of this Agreement and the commencement of the annual Festivals. Boulder and the Institute agree that the purpose for cooperation and flexibility is the successful operation of the Festival. Boulder and the Institute understand that plans may change each year. Boulder and the Institute shall cooperate in good faith in exploring potential development and use of new venues for Festival activities. 1.2 Supplemental Plans. This Agreement outlines the terms for the respective duties and obligations of Boulder and the Institute with respect to the Use Areas and the other items covered by this Agreement. The Institute and Boulder agree that implementation of the specific terms outlined in this Agreement will require the development of supplemental implementation and operational plans (the “Supplemental Plans”) by the Institute and the city manager with respect to those functions of the Use Areas, that may change with each annual Festival. To the extent feasible, the Supplemental Plans and any modifications will be deemed incorporated herein upon the signature of the city manager and the Institute’s authorized representative and will be a material part of this Agreement. Supplemental Plans will be prepared in anticipation of the 2027 Festival. The Institute and the city manager shall use good faith, diligent efforts to negotiate and finalize the Supplemental Plans for 2027 prior to December 15, 2026, and attach the same hereto as Exhibit “B”. Supplemental Plans for future Festivals will follow Supplemental Plans for the 2027 Festival except for changes that are mutually acceptable to the Institute and the city manager, and the Institute and the city manager agree the changes will promote the efficient and successful operation of the Festival. Failure of the Institute and the city Manager to agree on all changes to current Supplemental Plans will result in use of the agreed changes and the components of the immediately prior year’s Supplemental Plans for which changes the Institute and the city manager have not agreed. 1.3 Institute General Responsibilities. In addition to the responsibilities of the Institute set forth in this Agreement, the Institute is responsible for the timely submission to Boulder of all annual plans related to the Festival to be incorporated into the Supplemental Plans, and producing and providing all official information related to the Festival. For purposes of this section, “timely submission” shall entail submission to Boulder on or by December 1 of each calendar year for incorporation into the Supplemental Plans for the subsequent calendar year. 1.4 Boulder General Responsibilities. In addition to the responsibilities of Boulder set forth in this Agreement, Boulder is, subject to applicable laws, responsible for the following: 34092202.10

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(a) Boulder shall produce and provide to the Institute or its designee all official Boulder information relevant to the Festival and the Use Areas, including, to the extent not prohibited by law or access protected by law, access to internal staff and leadership, and promote positive support for Boulder’s involvement in the Festival and the opportunities provided thereby. (b) Boulder shall develop plans for effectively managing other activities and non-Institute film events in Boulder during the Use Periods, determine its calendar of municipal activities as affected by the Festival, and emphasize realistic public expectations for Boulder during the Use Periods. (c) Boulder shall, within the confines of the law, use its best efforts to prevent any other activity from interfering with the Festival and this Agreement. (d) Boulder shall cooperate with the Institute by using its best efforts to notify the Institute of any pending Boulder ordinance changes which could have a negative impact on the Institute and its sponsorship relationships, including those relating to marketing and signage. (e) To the extent not already leased at the time of the execution of this Agreement and without consent from the Institute as of the Effective Date, Boulder will not lease any of the Boulder-owned or managed facilities (including, without limitation, parking facilities) for any events or temporary licensees which take place during the annual periods of the Festival that may threaten the operations of the Festival or limit the Institute’s ability to offer increased programming. Boulder and the Institute shall jointly develop a geographic footprint within which this section applies. The Institute shall not unreasonably withhold consent for Boulder to enter into leases with other parties. B.

FESTIVAL AREAS DURING USE PERIODS.

2. Term. The Institute hereby agrees to hold the 2027 through 2036 Festivals in Boulder. Accordingly, this Agreement shall be effective from January 2, 2026, through December 31, 2036 (the “Term”). 3.

Lease; Use.

3.1 CAGID hereby agrees to lease to the Institute and the Institute hereby accepts, the right to lease office space at 1500 Pearl Street, Boulder, CO 80302 (the “Leased Premises”), to accommodate the Institute’s operations in connection with the Relocation and operation of the Festival (the “Lease”), which shall be in the form substantially similar to that attached hereto as Exhibit “C”. The initial term of the Lease shall commence on the commencement date of the Lease, and shall continue for a term of twelve (12) months (the “Lease Term”); provided, however, that the Lease will automatically renew for eleven (11) additional (1) one-year periods (“Additional Term”), in accordance with the terms and conditions set forth in the Lease unless the Institute notifies CAGID in writing of the Institute’s intent not to renew the Lease. If additional or different office space is identified by the Institute to accommodate the Institute’s ongoing operations, Boulder, CAGID and/or the Institute will negotiate in good faith a separate 34092202.10

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lease governing such office space. Notwithstanding anything to the contrary, in no event will the term for the Leased Premises (or additional or different office space) be longer than the Lease Term or Additional Term, unless agreed to by CAGID and the Institute. The relationship between CAGID and the Institute with respect to the Lease is that of landlord and tenant and will be subject to the terms of the Lease to which the Institute and CAGID agree. 3.2 During those periods of time detailed on Exhibit “A” (the “Use Periods”), Boulder hereby agrees to lease or permit or license to the Institute and its designees and assigns, and the Institute hereby accepts, the right to use, lease, license or be the permitee for the occupancy and use of certain facilities, buildings, right of way and spaces that Boulder owns or controls within the Use Areas to be determined by mutual agreement of the Parties, along with the use of the equipment, fixtures and furnishings, all available utilities services and related incidental rights in such Use Areas subject to the terms of the lease, permit, or license to which the Institute and Boulder agree. 4. Exclusive or Shared Use. The Use Areas include areas where the Institute has exclusive use, and areas where the Institute has shared use, as indicated on Exhibit “A” attached hereto. All Boulder personnel who require access to shared use areas during the applicable Use Periods shall provide use best efforts to provide reasonable prior notice to the Institute’s representative(s). 4.1 Access Prior to and Following the Use Periods. Unless otherwise set forth herein, Boulder and the Institute shall cooperate to arrange times that the Institute and its designees may have exclusive or non-exclusive access, as needed, to the Use Areas prior to and following the Use Periods for the purpose of inspections, planning, preparations, testing and design work, surveys, examinations, and other activities that are necessary for Use Area planning and preparatory functions and advance preparations for and (if necessary) advance construction of certain temporary improvements such as installation of cables, conduits, signage and substructure, and the removal of temporary improvements following the end of the Festival; provided that such access shall not materially interfere with ordinary and customary Boulder operations and that such advance construction shall be consistent with the terms of this Agreement. For avoidance of doubt, the Parties acknowledge that such access may result in the temporary closure of streets and parking areas in the Use Areas. 4.2 Lawful Use. During the applicable Use Periods, the Institute will not use, operate or maintain the Use Areas in violation of any applicable law or in any manner contrary to that contemplated by this Agreement. 4.3 Permitted Uses. The Institute may (but shall not be obligated), at its sole costs and risk, and subject to the terms and conditions of this Agreement and any applicable lease, license, or permit, use the Use Areas and authorize or license others to use the Use Areas at any time during the applicable Use Periods in accordance with all applicable laws, for the purposes indicated on Exhibit “A” attached hereto, including the following purposes: (a) moving in and out; (b) construction, erection and staging of 34092202.10

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decorations, temporary facilities and installations and other temporary improvements, security equipment and systems, lighting, sound systems, television and other broadcast equipment, video display, fencing and other equipment; (c) sale of food, beverages, novelties, souvenirs and other merchandise to persons attending the Festival and other visitors to the Use Areas; (d) advertising, marketing and promotion; and (e) any other purpose related to the Festival. Except as otherwise set forth herein, all users will comply with all applicable laws, including the Boulder Revised Code 1981 (“Code”), include obtaining any relevant permits or licenses required for the uses. The Institute shall not construct, erect, or install any permanent improvement or structure in any Use Area unless it has received the prior consent of Boulder via a written and signed agreement between the Institute and Boulder. 4.4 Rights to License – Exclusive Use Areas. Subject to the terms and conditions of this Agreement and of any license, lease, or permit governing a Use Area and preexisting licenses, leases, or permits, during any Use Periods for which the Institute has exclusive use of any Use Areas, the Institute shall have the express, sole and exclusive right: (a) to sell (or give away) or license the right to sell (or give away) any food, beverage, novelty, souvenir, advertising, promotion, merchandise or other goods and services to any person in or on the Use Area; and (b) to control and distribute credentials, passes, tickets and other rights of access to the Use Area, consistent with the Institute’s security plans for the Use Area, provided the Institute follows all lease, license and permit requirements. Notwithstanding any license, sublicense, or sublease of its rights hereunder, the Institute shall not be released from its obligations hereunder. 4.5 Restoration. The Institute shall return the Use Areas to Boulder at the conclusion of its respective Use Periods in clean, orderly condition, and substantially the same condition as the Effective Date, and in good repair and working order, taking into consideration reasonable wear and tear. Prior to the end of the Use Periods, the Institute shall, at its sole cost and expense, remove all temporary improvements and modifications and Institute property located in or on the Use Areas, unless otherwise agreed by the Institute and Boulder. 5.

Permits and Licenses.

5.1 Permits. To the extent permitted by law, and subject to the terms and conditions of any license, lease, or permit governing a Use Area, Boulder shall deliver to the Institute all facilities owned by Boulder in the Use Areas with the requisite permits in place (to the extent relevant and controlled by Boulder) as necessary for the Institute to operate such facilities for the Festival’s uses. The Institute shall remain responsible for any building or other permits necessary for its temporary improvements or other activities for which the Institute is required to obtain a permit. 5.2 License. Upon execution of this Agreement, if necessary, Boulder shall enact one or more ordinances as necessary to allow Boulder to issue to the Institute a license that covers all activities of the Institute described in this Agreement that may require such a license. Unless included in the Governing Festival Agreement, the implementation of annual Supplemental Plans will require that the Institute or its designee 34092202.10

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obtain building permits, temporary beer and liquor licenses, business licenses, sign plan approval and all other required permits, approvals and variances that may be required for each Festival. 5.3 Permits and Licenses Issued by Other Governmental Authorities. The Institute shall have sole responsibility for obtaining and paying for any and all certificates, permits, licenses and approvals that are required to be obtained from governmental authorities other than Boulder for the operations of the Use Areas that are unique to Festival use of the Use Areas during the Use Periods. Boulder shall support and cooperate with the Institute in obtaining any necessary permits for the activities associated with the operations of the Use Areas during the Use Periods. To the extent that a Use Area is partly within Boulder and partly within the boundaries of another jurisdiction (such as Boulder County), Boulder shall use best efforts to coordinate with other jurisdictions to simplify the process for such jurisdictions’ issuance of permits to the Institute for the Use Areas. 5.4 Governmental Ordinances. Boulder shall support and cooperate with the Institute in obtaining exceptions or permits as necessary concerning any local, city, county or state ordinances, rules, laws and regulations to assist the Institute in hosting and staging the operations of the Festival and related activities in Boulder. C.

BOULDER FACILITIES AND SERVICES. 6.

Boulder Services.

6.1 Basic Boulder Services. At no additional cost to the Institute, Boulder will provide the following city services (collectively, the “City Services”) for the Term, to promote and support special events within Boulder: (a) Multi-Modal Transportation Access. Prior to the commencement of the Festival each year, Boulder shall take all actions necessary to provide (i) free local bus transit on Boulder’s HOP bus route to Festival attendees and the Institute’s patrons, at current HOP bus service levels, and (ii) the Institute with 5,000 annual shared e-bike passes with Boulder’s then-current shared micromobility provider for e-bikes, for use by Festival attendees and the Institute’s patrons during the Festival. Boulder commits to providing the above-referenced services or funding these services up to a total value of $355,000 annually and a total value of up to $3,550,000 for a 10-year period. Boulder and the Institute shall work in good faith with the Institute to determine and implement the mechanisms necessary to provide the Institute’s patrons with access to the HOP bus route, as set forth herein. (b) Assignment of Renewal Energy Credits. In connection with the renewable energy credits (“RECs”) as agreed to in the Stipulation, Settlement Agreement and Release of Claims in Case No. 2006CV535 entered into between and among the Public Service Company of Colorado, Boulder, and the Public Utilities Commission of the State of Colorado on June 19, 2007, Boulder shall, assign to the Institute such RECs as necessary to offset the Festival’s carbon emissions, valued up to $1,500,000.00 (up to

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$150,000.00 annually) based on the market price for voluntary RECs at the time of retirement as published by a regional market exchange, and annually retire, through the Western Renewable Energy Generation Information System (“WREGIS”) tracking system, the RECs on behalf of the Festival to offset its impacts. If the law changes or such RECs are no longer available due to no fault of Boulder, Boulder is no longer required to assign to the Institute the RECs. (c) Assignment of Renewal Energy Credits. Within a commercially reasonable period following the conclusion of each annual Festival, the Institute shall make a good faith effort to provide to Boulder a summary of available information regarding its energy use and related activities for the prior Festival, including any data that can reasonably be obtained by the Institute, such as utility bills, generator fuel receipts, vendor invoices, waste-related data or survey results (collectively, the “REC Information”), with the understanding that the scope and level of detail of the REC Information may change over time as data collection practices evolve. Boulder and the Institute shall use the available REC Information to estimate the Festival’s carbon emissions and determine the number of RECs necessary to offset the Festival’s impacts, which Boulder shall retire annually on behalf of the Institute through the WREGIS in accordance with Section 6.1(b) above. (d) Staff Assistance with Event Setup and Process Navigation/Permitting. Boulder shall provide staff assistance for the Festival, including without limitation, event setup and process navigation/permitting as needed. Boulder commits to providing or funding these services up to a total value of $750,000.00 for the 10-year period (or up to $75,000.00 annually). These services may include (i) assistance to the Institute, Festival sponsors and Festival service providers with obtaining Boulder approval of any necessary permits and licenses, including without limitation, emergency action plan(s), method of handling traffic, any health and safety requirements, and any requirements relating to tents, structures, generators, and stages; (ii) ensuring that all the Code provisions in support of the Festival are being used to the extent applicable; (iii) event set-up; (iv) restroom cleaning; (v) trash removal; (vi) street closures; (vii) event break-down; and (viii) Code enforcement. The scope of such services shall be included in each annual Supplemental Plan. (e) Annual Public Safety/Off-Duty Staffing. Boulder shall provide annual public safety staffing for the Festival, which may include on-duty or off-duty personnel, as determined by the Boulder Police Chief or the Boulder Fire Chief. Such staffing may be provided at the request of the Institute, or initiated by Boulder for public safety purposes, and shall include, without limitation:

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Police officers.

ii.

Roving enforcement patrols of the Festival.

iii.

Traffic control.

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iv. Fire/EMS standby coverage, which may include roving EMS patrols, fixed aid stations, dedicated standby units, fire suppression standby, Fire Watch, and fire prevention/inspection functions (including vendor compliance and life-safety checks), all integrated with Boulder’s emergency response system. All police services for the Festival shall be directed and coordinated exclusively through the Boulder Police Department, and all Fire/EMS services shall be directed and coordinated exclusively through Boulder Fire-Rescue. The Boulder Police Chief and Boulder Fire Chief shall serve as the sole authorities for the planning, approval, and deployment of their respective personnel and resources. All Institute requests for police or Fire/EMS services shall be submitted to and managed by the respective department, and all such services shall be integrated into Boulder’s emergency response system, including dispatch, communications, and resource deployment. This service shall not include any police or fire/EMS services requested for interior venue security, interior venue medical staffing, or VIP protection, all of which shall be at the sole expense of the Institute, regardless of whether such services are staffed by on-duty or off-duty personnel. The scope of annual public safety staffing services shall be further defined in each Supplemental Plan. Boulder commits to be responsible to provide or fund the above-referenced staffing up to a value of $200,000 annually for a total of $2,000,000 for the Term. The Institute shall be invoiced for any costs, fees, or expenses associated with the public safety staffing beyond the allotted $200,000 annually. This would include any fees for third party mutual aid assistance, overtime staffing and any other public safety staffing or other related expense. (f) Banners/Digital Signage. Boulder shall, or shall coordinate with the Downtown Boulder Partnership, Visit Boulder, and the CAGID to (i) prior to the Festival, cause the production and installation of banners and signs promoting the Festival, and (ii) during the Festival, provide a downtown Boulder visitor information center for will-call tickets and customer service. Any changes to decorations or furnishings on the interior of the visitor information center requested by the Institute will be the sole responsibility of the Institute, including returning the facility to its original condition, normal wear and tear excepted. The details for use of light-pole banners, digital signs, and the visitor information center will be agreed to by the Parties in writing and submitted with the Institute’s annual Supplemental Plan. Boulder commits to be responsible to provide or fund these services associated with this signage, visitor information center operation, and customer service up to a value of $100,000 annually for a total of $1,000,000 for the Term. (g) Staff/Volunteer Parking. Boulder shall make good faith efforts in assisting the Institute with the planning of and acquisition of required overflow and volunteer parking lots and designated overnight parking areas for the Institute staff. The Institute may, in consultation with Boulder, request adjustments in the priorities or timing or intensity of maintenance and other City Services to be provided by Boulder to 34092202.10

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promote the efficiency and success of the Festival. If such adjustments require Boulder to provide services which exceed the level or type of City Services in the aggregate that Boulder is committed to provide without additional consideration, then such services shall be considered “Additional City Services” (defined below) to be paid for by the Institute under Section 6.2 hereof. 6.2 Additional City Services and Work Order Process. The Institute may request services from Boulder in addition to City Services described above in Section 6.1 under this Agreement, either due to quantity, frequency or type of service requested (collectively, “Additional City Services”). If the request is approved by the City Representative (or City Council if required) the Institute will be charged the actual cost of Additional City Services incurred by Boulder without any charge for profit, employee benefits, nondestructive use of equipment, depreciation, overhead or wear and tear on any equipment. If the Institute disapproves of such costs to be charged to it, the Institute may withdraw its request for such Additional City Services. 7.

Boulder Representative.

7.1 Festival Representative. Boulder shall provide and designate, at its expense, at least one full-time employee to serve as its “City Representative” for the Festival, who shall be the operational liaison between Boulder and the Institute and who shall be authorized by Boulder to (a) ensure that the Use Areas are operated and maintained as set forth in this Agreement, (b) ensure that, at the Institute’s request, access to and lock-down (if applicable) of the Use Areas is provided to the Institute upon commencement of the Use Periods, and (c) serve as Boulder’s representative for the services of any Boulder personnel provided pursuant to this Agreement. The City Representative shall be the Director of Strategic Partnerships, or equivalent position, for Boulder, unless otherwise approved in advance by the Institute, which such approval shall not be unreasonably withheld or delayed. The costs of providing the City Representative to provide services under this Agreement shall be borne solely by Boulder. 7.2 Management Representative. The city manager, or designee shall be authorized to speak on behalf of Boulder, and shall give or obtain any necessary consents, approvals or authorizations on behalf of Boulder in relation to annual Supplemental Plans, provided such approvals shall be in accordance with this Agreement. 7.3 Management Meetings. The City Representative and city manager shall meet with the Institute no later than April 1 annually to review Festival operation, Supplemental Plans and terms of this Agreement. Any changes to this Agreement or Supplemental Plans shall be approved prior to September 1 annually, unless such approval by September 1 is not practical, and then the changes shall be approved as soon as possible. 8. Use Area Technology Systems. During the Use Periods, to the extent such technology is owned, controlled, and/or freely assignable by Boulder, Boulder shall make available at no additional charge to the Institute, for the Institute’s non-exclusive

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use, all technology systems and services, used by Boulder to serve its facilities in the Use Areas, including, without limitation; telephone, electronic and other communication lines service and equipment; cabling; construction easements and rights of way; such thenexisting facilities that provide internet; data networks and data ports (as available, and to the extent not internal or exclusive to Boulder’s operations); and cable television connections, service and facilities; to the extent possible without disrupting or delaying other Boulder functions, imposing security risks upon Boulder that are materially greater than those inherent in Boulder’s then-current use, and so long as such availability cannot violate any franchise agreement, lease agreement, or other contractual obligations of Boulder. Upon separate agreement between the Institute and Boulder, Boulder may also provide access to conduit, fiber, data networks, data ports, and other technology infrastructure that runs under or through Use Areas. Subject to the Code, the Institute shall have the right to install additional temporary technology equipment in the Use Areas to supplement the existing technology systems, upon the written consent of Boulder and subject to any terms and conditions associated with such consent, additional permanent technology equipment. Institute’s installation of additional technology shall not create any material conflicts, network security issues, or disruptions in the operation of existing Boulder systems. 9.

Parking and Transportation.

9.1 Transportation Plans. In accordance with Section 6 above, Boulder, with coordination from the Institute, shall develop and implement plans for traffic control around and through Boulder, as part of the annual Supplemental Plans, to meet the transportation and parking needs of the public during the Use Periods, including provisions for parking and road closings. The system will remain open to the public and will service the existing transit routes. The transportation plans contemplated by this paragraph are intended as an enhancement to Boulder’s public transportation to meet the needs of the public during the Use Periods and are not to be construed as the provision of “charter” services. 9.2 Cooperation in Use Area Roadway Closing. Consistent with the requirements to develop plans for traffic as part of the Supplemental Plans, Boulder and the Institute both agree to support and cooperate with one another if the Institute and Boulder agree to close all or a portion of roadways in the Use Areas for pedestrian use only or restrict traffic to one-way during some portion or all of the Festival. 9.3 Cooperation in Traffic Mitigation/Venue Parking. Boulder and CAGID shall cooperate in good faith with the Institute in adjusting designated parking spaces for the Festival based on the location of venues and events. For avoidance of doubt, the Parties agree that such adjusted designated parking spaces for the Festival may include parking spaces that are not in conformance with parking regulations or restrictions in the Code; provided, however, that waiver or modifications are permitted pursuant to Code, such parking will be allowed solely for the duration of the Festival and will not otherwise be construed as a waiver or modification of parking regulations or restrictions in the Code. Traffic and mitigation plans and use of funds therefore shall be

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included in each of the Supplemental Plans. The Parties shall each contribute resources to the implementation of such plans. D.

INSTITUTE SERVICES.

10. Institute Annual Obligations. herein, the Institute agrees to the following:

As consideration for Boulder’s support

10.1 Boulder Venues. Boulder shall be recognized as the center of Festival activities. As a key component of its Colorado based programming, the Institute will continue to seek local governmental funding to support screenings and other Festival related activities in Colorado. The Institute may stage additional Festival related programs within other cities in Colorado but will hold multiple Festival related programs within Boulder. 10.2 Locals Ticket Sales. The Institute shall use best reasonable efforts to provide specialized Festival ticket sales to Colorado residents. 10.3 Internet and Promotional Material. The Institute shall include a reference to “Boulder, Colorado,” or display of the Boulder logo, on all Festival internet sites and Festival promotional material, including, but not limited to, guides and posters distributed with regard to the Festival. The reference or logo shall appear on the Festival’s website landing page. 10.4 Cooperation with Boulder Chamber and Business Associations. The Institute and Boulder shall use best reasonable efforts to coordinate with the Boulder Chamber, and other business associations as Boulder staff may from time to time suggest, to solicit business support. 10.5 Access; Promotion. In consideration of the commitments and obligations of Boulder under this Agreement, the Institute shall (a) provide necessary access to and support of Festival operations as provided herein and for exercise of police powers generally, and (b) provide Boulder with access to the Festival including credentials, invitations to opening night festivities, various screenings and Festival wear as available. Such items shall not be considered “gifts,” and may be distributed at the discretion of the city manager. 10.6 Community Impact Report. Every year, the Institute will deliver to the city manager a copy of the year-end economic report the Institute is required to provide to the State of Colorado. E.

FINANCIAL. 11.

Revenue Sharing, Rebates, and Credits.

11.1 Subject to annual budget appropriation as provided herein, Boulder shall make the following annual contributions to the Institute toward the costs of the Festival for the Term: 34092202.10

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(a) Up to $500,000.00 annually (up to $5,000,000 for the Term) in revenue derived from up to 1,000 dedicated parking spaces for the Festival, as described on Exhibit “D” (the “Shared Parking Revenues”), shall be allocated 50.0% to the Institute with the remaining 50.0% allocated to Boulder and CAGID. Revenue sharing on the dedicated spaces shall only be required for the dates of the Festival. Boulder shall prepare and deliver to the Institute on or as soon as practicable after the 60th day following the close of the Festival each year a report describing the amount of revenues received by Boulder in connection with the dedicated parking spaces, which report will include documentation evidencing the revenues received by Boulder for the dedicated parking spaces. If the Institute reasonably determines that the report provided by Boulder is deficient or incomplete, the Institute shall promptly notify Boulder in writing of any deficiency. Boulder will have a reasonable period of time, but not more than 30 calendar days (unless otherwise agreed by the Institute and Boulder) after notice of the deficiency is given to Boulder, within which to reasonably satisfy the request. Subject to annual budget appropriation as provided herein, Boulder shall remit the Shared Parking Revenues to the Institute in accordance with this Section 11, as directed by the Institute, no later than the earlier of (i) July 31st of each year, or (ii) 30 days after the date Boulder delivers to the Institute the report describing the amount of Shared Parking Revenues. (b) Up to $200,000.00 annually (up to $2,000,000 for the Term) for Festival-related Boulder permit fee credits or rebates, including without limitation, building permit and construction fees, fire/inspection fees, local alcohol license fees, tent permits, and generator permits (the “City Fee Credits”). Prior to each Festival, the city manager shall (i) identify the Boulder fees required for that year’s Festival in the applicable Supplemental Plan; and (ii) coordinate with the relevant Boulder staff to ensure the City Fee Credits are timely applied as necessary to facilitate that year’s Festival. Boulder shall also prepare and deliver to the Institute on or as soon as practicable after the 60th day following the close of the Festival each year a report describing Festival-related Boulder fee credits. If the Institute reasonably determines that the report provided by Boulder is deficient or incomplete, the Institute shall promptly notify Boulder in writing of any deficiency. Boulder will have a reasonable period of time, but not more than 30 calendar days (unless otherwise agreed by the Institute and Boulder) after notice of the deficiency is given to Boulder, within which to reasonably satisfy the request. (c) Up to $250,000.00 annually (up to $2,500,000 for the Term) in accommodations tax revenue based on incremental tax collections above the 2025 baseline during the months of January and February 2025 (the “Accommodations Tax Revenues”). The 2025 baseline is based upon the actual dollar amount of accommodations tax revenues received by Boulder during January and February 2025, which amount is $750,471.00. Boulder shall prepare and deliver to the Institute as soon as practicable following the close of the Festival each year but no later than July 31st, a report describing the amount of accommodations tax revenues received by Boulder during the months of January and February, which report will include documentation evidencing the tax revenues received by Boulder. If the Institute reasonably determines that the report provided by Boulder is deficient or incomplete, the Institute shall promptly notify Boulder in writing of any deficiency. Boulder will have a reasonable period of time, but not later than August 31st (unless otherwise agreed by the Institute and Boulder) after 34092202.10

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notice of the deficiency is given to Boulder, within which to reasonably satisfy the request. Subject to annual budget appropriation as provided herein, Boulder shall remit the Accommodations Tax Revenues to the Institute in accordance with this Section 11, as directed by the Institute, no later than 30 days after the date Boulder delivers to the Institute the report describing the amount of Accommodations Tax Revenues. 12. Boulder agrees that this Agreement and all of Boulder’s obligations and contributions required under this Agreement shall be included, to the extent necessary, in the city manager’s recommended budget delivered to the Boulder City Council. The Institute and Boulder shall meet and attempt to secure funds to make up for costs which were not approved in the budget. If such funds cannot be secured by December 1, the Institute may, at its option, terminate this Agreement upon ninety (90) days prior written notice, without recourse or further claims by Boulder. F.

INSURANCE AND RISK MANAGEMENT. 13.

Indemnifications.

13.1 Institute’s Indemnity. For only activities in the Use Areas, the Institute shall indemnify, defend and hold harmless CAGID and Boulder, and its respective officers, elected and appointed officials, employees and agents from and against any and all claims, set-offs, losses, damages, liabilities, fines and expenses including without limitation, reasonable attorneys’ fees and court costs, that result from claims by third parties arising out of the fault of the Institute. The Institute’s obligation under this Section 13.1 shall survive the termination or expiration of this Agreement. 13.2 Waiver of Claims Against Boulder. The Institute and Boulder shall not make any claim against each other or their elected and appointed officials, officers, employees and agents with respect to any liability incurred by the Institute or Boulder to any third person on account of bodily or personal injury or damage to or loss of property arising out of this Agreement or the Festival, except as provided in Section 13.1. 14. Insurance. Nothing herein shall waive any defense or limitation of the Colorado Governmental Immunity Act (C.R.S. § 24-10-101 et seq.). 14.1 Insurance. The Institute shall procure and maintain at its own expense throughout the Use Periods the following insurance: (a) Employers Liability-workers’ compensation insurance for the Institute’s employees, including statutorily required limits and other requirements of law. (b) All employee benefit programs and coverages required under ERISA, unemployment insurance and any other insurance required by state or federal laws. 14.2 Institute Liability Insurance. Prior to commencement of any activity in Boulder under this Agreement, the Institute shall procure and thereafter

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maintain during the entire period of such activity one or more policies of insurance providing all of the following coverages, whether by separate policies or by endorsement: (a) Commercial general liability policy, with combined single limits of One Million dollars ($1,000,000.00) per occurrence and Two Million dollars ($2,000,000.00) in aggregate. Subject to re-review and potential adjustment of limit requirements after five (5) years, to be based on market conditions and risk tolerance levels. Coverage provided should be at least as broad as found in ISO Form CG00001 to include all premises and operations. The policy shall include coverage for bodily injury, broad form property damage, personal injury, blanket contractual, independent contractors, products, and completed operations. (b) Non-profit organization management liability policy with coverage for directors and officers liability and employment practices liability, including third party liability, with combined single limits of Three Million ($3,000,000.00) per claim/loss and Three Million ($3,000,000.00) aggregate. (c) Umbrella liability policy, with combined single limits of Ten Million ($10,000,000.00) per claim/loss and Ten Million ($10,000,000.00) aggregate. (d) Aircraft liability insurance, including coverage for Unmanned Aircraft Systems (UAS/Drones), with limits of no less than One Million ($1,000,000.00) each occurrence and One Million ($1,000,000.00) aggregate, if the Institute leases or uses aircraft in connection with its activities under this Agreement. (e) Automobile Liability Limits – ISO Form CA0001 (BAP) or equivalent including coverage for owned, non-owned and hired autos. Shall include Bodily Injury & Property Damage Combined Single Limit of One Million Dollars ($1,000,000.00). 14.3 Additional Requirements. The insurance provided by the Institute pursuant to Section 14: (a) Shall be written on an occurrence basis, and with respect to any coverage provided on a claims-made basis, shall be supplemented by a two (2) year tail policy for the limits applicable to the policy periods covered by such tail policy, which are approved by Boulder, such approval not to be unreasonably withheld or delayed; (b) Shall provide that Boulder be named as additional insured with respect to liability arising out of or in connection with the Institute’s activities under this Agreement, including those claims, set-offs, losses, damages, liabilities, fines and expenses that arise out of or in connection with the acts or omissions of Boulder incident to the Institute’s above-referenced activities, but not including the willful misconduct of Boulder or its respective officers, employees or agents; i. T he additional insured language shall reflect as such: “the City of Boulder, its elected and appointed officials, directors, officers, employees, agents and volunteers”. 34092202.10

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ii. A Certificate of Insurance evidencing the coverages described here, shall be submitted prior to the start of the contract on ACORD Form 25-S. The Certificate Holder shall be identified as: City of Boulder, P.O. Box 791, Boulder, CO 80306. iii. A ll insurers must be licensed or approved to do business within the State of Colorado and shall possess a minimum A.M. Best’s Insurance Guide rating of A- VI. (c) Shall provide if reasonably possible that with respect to any covered claim arising under this Agreement, such insurance shall be primary coverage without reduction or right of set-off or contribution on account of any insurance provided by Boulder for itself or for its officers or employees; (d) Shall provide if reasonably possible that such insurance shall not be altered or cancelled without thirty (30) days’ prior written notice to Boulder; and (e) In the event Boulder receives a claim arising out of the Institute’s activities or those of its subcontractors under this Agreement, Boulder shall deny and tender such claim to the Institute for management of the claims process. 14.4 The Institute shall be responsible for ensuring that all subcontractors it engages comply with the insurance requirements and standards set forth in this Agreement. The Institute shall obtain and maintain evidence of such compliance upon request. 14.5 Boulder Liability Insurance. Boulder may provide such insurance as it may elect to provide covering itself, its officers, employees and agents with respect to any occurrence on Boulder Property. The Institute shall not be a named insured or otherwise be entitled to any benefit under such policies. Nothing herein shall waive any defense or limitation of the Colorado Governmental Immunity Act. G.

MISCELLANEOUS.

15. License for Use of Institute Marks. The Institute is the exclusive licensee of the registered trademarks “Sundance Institute” and “Sundance Film Festival,” which are owned by Sundance Enterprises, Inc. the Institute will negotiate in good faith with Boulder an agreement granting to Boulder a license, without fee, on a case-by-case basis, to use the Institute’s emblem(s) and other trademarks to permit Boulder to promote the Festival and the Institute’s activities and events in the Boulder community. Such license shall be subject to the Institute’s terms and conditions, including restrictions prohibiting any commercial use of such marks. 16. License of Boulder Logo, Name and Marks. Boulder hereby grants the Institute a non-exclusive license to use any Boulder-related symbols, emblems, marks, logos, trademarks, service marks, or pictures, paintings or likeness of Boulder, including 34092202.10

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without limitation the use of the (a) the name “Boulder”, and any variations thereof, and (b) the name and likeness of any buildings or grounds owned by Boulder, in every case solely for the purposes of (i) broadcasting the Festival, (ii) providing map and wayfinding information, and (iii) advertising or promoting the Festival. 17. Photography and Broadcast Rights. With the exception of the need for public safety or Boulder inspection activities and to the extent permitted by law, including the United States Constitution First Amendment, the Institute shall have the exclusive right to arrange, conduct or permit commercial and noncommercial photography, filming, videotaping, television and radio transmission, and similar activities in and above the Use Areas during the Use Periods. The Institute shall have the non-exclusive right to record, to broadcast, and to permit media coverage of the Institute’s activities in Boulder generally. 18. Sponsorships. The Institute shall have the exclusive right to sell sponsorships and supplierships of and other rights of affiliation with the Festival and events staged or conducted by the Institute in the Use Areas during the Use Period. Sponsors and suppliers are required to obtain Boulder business licenses, and any other licenses, permits or authorizations which are necessary to operate within Boulder city limits, unless such licenses, permits or authorizations are included in the Governing Festival Agreement. Upon Boulder’s receipt of any application for a Boulder business license, and/or any other license, permit or authorization for any proposed business or activity that is within the Use Areas, and is, or Boulder reasonably believes may be, substantially similar to or adversely affects the services provided in connection with the Festival during the Use Periods, Boulder will use its best efforts to provide the Institute with a list of entities submitting such applications and any other publicly available information relating to the entities’ applications. To the extent permitted by law, due to the public health and safety constraints within the anticipated Festival footprint within the Use Areas, Boulder will not approve or grant any licenses, permits or authorizations for Festival activity or special permitted activity on Boulder-controlled public property within the festival footprint within the Use Areas to any entity that is not specifically affiliated with the Festival. 19.

Representations and Warranties.

19.1 Representations and Warranties of Institute. The Institute hereby represents and warrants that (a) the Institute is a non-profit corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, (b) the Institute has all necessary power and authority to enter into this Agreement and to perform its obligations hereunder, (c) the execution of this Agreement by the Institute and the performance by the Institute of its obligations hereunder have been duly authorized by all necessary corporate action, (d) this Agreement has been duly executed and delivered by the Institute and is a valid and binding obligation of Institute. 19.2 Representations and Warranties of Boulder. Boulder hereby represents and warrants to the Institute that (a) Boulder validly exists, and is in good standing under the laws of the State of Colorado, (b) Boulder has all necessary power 34092202.10

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and authority to enter into this Agreement and to perform its obligations hereunder, and (c) the execution of this Agreement by Boulder and the performance by Boulder of its obligations hereunder have been duly authorized by all necessary action, including, as applicable, all reviews and approvals required by the City Council of Boulder. 20. Unforeseen Circumstances. Any Party may terminate or suspend its obligations under this Agreement if such obligations are rendered impossible of performance by any of the following events to the extent such event is beyond the reasonable control of the Party whose performance is prevented: fire, flood, pandemic, riot, earthquake, civil commotion, insurrection, act of God or of any government (except that, as to any obligation of Boulder, any acts of Boulder itself not mandated by (i) State law, or (ii) the law of any other government having jurisdiction over Boulder (excluding Boulder itself)), terrorism, war or any law or supervening illegality. In any such event, such Party shall not be liable to the other Parties for delay or failure to perform its obligations. Any Festival or event cancellations due to the circumstances described herein or for any other reason shall not affect or serve as a basis to cancel or limit the required insurance, limits, or conditions described in Section F. 21. Dispute Resolution. The Parties agree that any dispute arising in connection with the interpretation of this Agreement or the formulation or implementation of any of the Supplemental Plans or the performance of any Party under this Agreement, or otherwise relating to this Agreement, shall be treated in accordance with the procedures set forth in this Section, prior to the resort by any Party to litigation in connection with such dispute: (a) The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between representatives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. Any Party may give the other Parties written notice of any dispute not resolved in the normal course of business. Within seven (7) days after delivery of the notice (or in case of an emergency, within eight (8) hours of delivery of the notice), the Parties shall conduct a telephone or personal conference to attempt to resolve such dispute. If the dispute involves the formulation or implementation of any of the Supplemental Plans contemplated under this Agreement, the Parties agree that the persons outlined above who are authorized to attempt to resolve disputes shall consider the minimum requirements for each of the Supplemental Plans outlined in this Agreement along, with reasonable supplementation of such minimum requirements in order to meet the purposes outlined in this Agreement. (b) If the dispute has not been resolved by negotiation as provided in Section 21(a) hereof, the Parties shall endeavor to settle the dispute by mediation, provided, however, that if one Party fails to participate in such mediation when requested by the other Parties, the Parties shall have no further obligations to proceed with mediation hereunder. If the Parties mutually agree to proceed with such mediation, the Parties will select a professional mediator mutually selected by the parties with at least 5 years of mediation experience who works for the Judicial Arbiter Group, or its successor or other similar organization if the Judicial Arbiter Group is unavailable. 34092202.10

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22. Remedies. Each of the Parties hereto expressly acknowledges that it may suffer irreparable injury and damage if another Party breaches its covenants or fails to comply with the provisions set forth in this Agreement for which money damages will not provide an adequate remedy. Therefore, the Parties each agree that if a Party breaches any provision set forth herein, including without limitation, the provisions in Sections 1.4, 2, 3.2, 4.1, 4.3, 4.4, 5, 6.1, 7, 8, 9, 11, 12, 13.1 and 23.15, the other Parties shall be entitled, in addition to such other remedies and damages as may be available to it at law or in equity, to an injunction requiring specific performance of such provision or restraining the other Parties from acting in violation of such provision, as the case may be, to the fullest extent permitted by law. 23.

Other Miscellaneous Terms.

23.1 Conflicts and Order of Precedence. In the event of any conflict among the terms and conditions that comprise this Agreement, the order of precedence to resolve such conflict shall be as follows: a. Any duly executed Amendment of this Agreement; b. Any lease, license, permit, or other form of signed written grant of property right that is specific to a given Use Area (though such priority shall only apply to the Use Area so described therein); c. This Agreement’s main body; and d. Any Supplemental Plan. 23.2 Governing Law; Venue; Jurisdiction. This Agreement shall be construed in accordance with, and governed by the substantive laws of, the State of Colorado, without reference to principles governing choice or conflicts of laws. Any action or proceeding brought to interpret or enforce the provisions of this Agreement shall be brought before the state court situated in Boulder County or federal court situated in the City and County of Denver, Colorado and each Party consents to jurisdiction and venue before such courts. 23.3 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 2410-101, 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 Boulder, 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. 23.4 Agreement Subject to Law. In all respects, this Agreement is subject to applicable law. Nothing herein modifies or changes any law, regulation, rule, ordinance, policy, or other form of legal requirement normally applicable to the Festival or 34092202.10

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for operations of substantially similar activities within the Boulder. By this Agreement, Boulder does not waive or relinquish any authority to uphold and enforce its laws, including, specifically, those requirements in the Code. 23.5 Severability. If any provisions or portions thereof of this Agreement shall to any extent be held to be invalid or unenforceable, the remainder of this Agreement or the application of such provisions or portions thereof shall not be affected thereby and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by the law, so long as the material benefits of the bargain to any Party can be maintained. 23.6 Assignment and Delegation. No Party may assign nor in any manner transfer the benefits of this Agreement or delegate its obligations under this Agreement without the prior written consent of the other Parties. Subject to the foregoing limitation, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors, agents, heirs and assigns. 23.7 Waiver. No action taken by any Party shall be deemed to constitute a waiver of compliance by such Party with any representation, warranty or covenant contained in this Agreement. Any waiver by any Party of a breach of any provision of this Agreement will not operate or be construed as a waiver by such Party of any subsequent breach. 23.8 Headings. The article and section headings herein are for convenience and reference only, and in no way define or limit the scope and content of this Agreement or in any way affect its provisions. 23.9 Consent. Unless otherwise specifically noted herein, the consent of any Party to any action may be made in such Party’s sole discretion. All consents or approvals hereunder shall be given without delay by any Party. 23.10 Entire Agreement. This Agreement, together with any attached Exhibits, and any Supplemental Plans that, upon their execution, become a part of this Agreement, constitutes the entire agreement between the Parties hereto with respect to the subject matter contained herein, and there are no covenants, terms or conditions, express or implied, other than set forth or referred to herein. This Agreement supersedes all prior agreements between the Parties relating to all or part of the subject matter herein. 23.11 Amendment in Writing. No amendment or modification shall be made to this Agreement unless it is in writing and signed by the Parties. Neither the course of conduct between the Parties nor any trade practice shall act to modify the provisions of this Agreement. 23.12 No Third Party Beneficiaries. This Agreement is intended for the sole benefit of Boulder, the Institute and CAGID, and there are no third party beneficiaries to this Agreement. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement and all rights of action relating to such enforcement, shall be strictly reserved to the Boulder, the Institute and CAGID. 34092202.10

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23.13 Notice. Unless otherwise specified herein, all notices, requests, consents and demands required to be in writing, including any Dispute Resolution Notice (collectively referred to herein as a “Notice” or “Notices”) shall be given to or made upon the Parties at their respective addresses set forth below, or at such other address as a Party may designate in writing delivered to the other Parties. Unless otherwise agreed in this Agreement, all Notices, requests, consents and demands shall be given or made by (a) personal delivery; (b) confirmed air courier; (c) by electronic mail; or (d) certified mail, return receipt requested, postage prepaid, to the Party or Parties addressed as aforesaid. If sent by personal delivery, such Notice shall be deemed to be given on the date and at the time of delivery. If sent by confirmed air courier, such Notice shall be deemed to be given upon the earlier to occur of the date upon which it is actually received by the addressee or the business day upon which delivery is made at such address as confirmed by the air courier (or if the date of such confirmed delivery is not a business day, the next succeeding business day). If sent by certified mail, such Notice shall be deemed to be given upon the earlier to occur of the date upon which it is actually received by the addressee or the second business day following the date upon which it is deposited in a postage-prepaid envelope in the United States mail addressed as aforesaid. If given by electronic mail, such Notice shall be deemed to be given upon the date it is actually received by the addressee. If to Boulder: City Manager City of Boulder 1777 Broadway Boulder, CO 80302 Email: Rivera-VandermydeN@bouldercolorado.gov With copies to: City Attorney City of Boulder 1777 Broadway Boulder, CO 80302 Email: TateT@bouldercolorado.gov If to CAGID: Central Area General Improvement District Attn: General Manager 1777 Broadway Boulder, CO 80302 Email: Rivera-VandermydeN@bouldercolorado.gov If to the Institute:

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General Counsel Sundance Institute 1500 Kearns Blvd., Suite B-110 Park City, UT 84060 Email: legal@sundance.org With copies to: Nicole Ament Brownstein Hyatt Farber Schreck, LLP 675 15th Street, Suite 2900 Denver, CO 80202 Email: nament@bhfs.com 23.14 Reserved Police Power. Boulder expressly reserves, and the Institute expressly recognizes, Boulder’s right and duty to adopt, from time to time, in addition to provisions herein contained, such ordinances and rules and regulations as Boulder may deem necessary in the exercise of its police power for the protection of the health, safety and welfare of its citizens and their properties. 23.15 Confidentiality. Without the prior written consent of the Institute, no privileged, proprietary, confidential trade secret, financial or commercial communication provided by the Institute (“Institute Confidential Information”) shall be disclosed by Boulder, except as may be necessary for Boulder to comply with applicable laws, including without limitation, governmental regulatory, disclosure, tax and reporting requirements; to comply with regulatory or judicial processes. If Boulder receives a request pursuant to the Colorado Open Records Act, C.R.S.Section 24-72-201, et seq., for the production or disclosure of Institute Confidential Information, Boulder shall immediately notify the Institute and its counsel, and shall take all steps reasonably necessary to oppose production or disclosure of the requested Institute Confidential Information by asserting or permitting the assertion of all appropriate objections. If a complaint is filed to contest the confidentiality or non-disclosure of the Institute’s materials, the Institute may join as a party at its own costs. If the Institute chooses not to join such lawsuit, the confidentiality of the materials will be considered waived. This Section shall survive expiration of this Agreement. 23.16 Electronic Signatures. This Agreement may be executed by electronic signature, which shall be considered an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, electronic signature shall include facsimile versions of an original signature, electronically scanned and transmitted versions of an original signature, and digital or digitally generated signatures. 23.17 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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24. Appropriations. The Parties do not intend hereby to create a multiplefiscal year direct or indirect debt or other financial obligation whatsoever. No provision of this Agreement shall be construed or interpreted as a delegation of governmental powers by the Parties, or as creating a multiple-fiscal year direct or indirect debt or other financial obligation whatsoever of the Parties or statutory debt limitation, including, without limitation, Article X, Section 20 or Article XI, Section 6 of the Constitution of the State of Colorado. No provision of this Agreement shall be construed to pledge or to create a lien on any class or source of funds. The Parties’ obligations under this Agreement exist subject to annual budgeting and appropriations and shall remain subject to the same for the entire term of this Agreement. 25. CAGID as Party. CAGID owns certain project subject to this Agreement. In connection with such ownership, CAGID is a party to and has executed this agreement for the limited purposes of: (a) agreeing to the Lease, (b) providing the services set forth in Section 6.3(c), and (c) the Shared Parking Revenues, and no other purpose. [SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. CITY OF BOULDER, a Colorado home rule municipality

THE SUNDANCE INSTITUTE, a Utah non-profit corporation

Nuria Rivera-Vandermyde, City Manager

Amanda Kelso, Acting CEO

Attest

City Clerk Approved as to Form:

City Attorney

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THE CITY OF BOULDER CENTRAL AREA GENERAL IMPROVEMENT DISTRICT, a general improvement district formed pursuant to Chapter 8-4, Boulder Revised Code 1981

Nuria Rivera-Vandermyde, General Manager Attest

Secretary Approved as to Form:

City Attorney

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SUMMARY OF EXHIBITS Exhibit “A” Exhibit “B” Exhibit “C” Exhibit “D”

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Use Areas 2027 Supplemental Plans Form of Lease Dedicated Parking Spaces

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EXHIBIT “A” TO GOVERNING FESTIVAL AGREEMENT AND CITY SERVICES AGREEMENT USE AREAS [Agreement will be amended to include Exhibit A] •

Refer to annual Supplemental Plan for specific dates.

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EXHIBIT “B” TO GOVERNING FESTIVAL AGREEMENT AND CITY SERVICES AGREEMENT 2027 Supplemental Plans [Agreement will be amended to include 2027 Festival information.]

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EXHIBIT “C” TO GOVERNING FESTIVAL AGREEMENT AND CITY SERVICES AGREEMENT Form of Lease

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EXHIBIT C CITY OF BOULDER CENTRAL AREA GENERAL IMPROVEMENT DISTRICT COMMERCIAL LEASE AGREEMENT THIS LEASE AGREEMENT (“Agreement”) is made and entered into this ____ day of ______________, 20__, by and between the City of Boulder Central Area General Improvement District, a general improvement district formed pursuant to Chapter 8-4, Boulder Revised Code 1981 (“CAGID” or “Lessor”), and [enter legal name of lessee (not just trade name)], a [enter lessee’s entity type as shown on Colorado Secretary of State website, e.g. limited liability company] (“Lessee”). Lessor and Lessee may be referred to individually as “Party” or collectively as “Parties” in this Agreement. 1. LEASE AGREEMENT INFORMATION SUMMARY. 1.1. Parties’ Contact Information. 1.1.1. Lessor’s Address for Notices: Central Area General Improvement District Attn: Community Vitality Director 1500 Pearl Street, Suite 302 Boulder, CO 80302 Email: communityvitality@bouldercolorado.gov With a copy to: Elevated Commercial Real Estate 198 2nd Ave., Suite 2A Niwot, CO 80503 1.1.2. Lessee’s Address for Notices: Lessee Name Attn: [enter name and title of Lessee’s contact person] [enter Lessee street address] [enter City, State Zip Code] Email: [enter Lessee email address] 1.1.3. Emergency Contact. In the case of an Emergency Situation, as defined in Section 6 of this Agreement, Lessee may contact: [enter emergency contact information]

1.2. Address.

EXHIBIT C 1.2.1. Lessor’s Property Address. 1500 Pearl St., Boulder, Colorado 80302 1.2.2. Leased Premises Address. Suites 300 and 301 [keep both or remove one as needed] 1.3. Annual Rent. $1.00 1.4. Lease Term. 1.4.1. Commencement Date. [enter commencement date] 1.4.2. Termination Date. [enter termination date] 1.5. Security Deposit. $0 1.6. Permitted Use. General office use including: _______________ 1.7. Exhibits. The following exhibits, attached hereto and incorporated herein by this reference, apply to this Agreement: 1.7.1. Exhibit A (Description of Leased Premises) 1.7.2. Exhibit B (Requirements for Contractors Performing Any Improvements to the Premises) 1.7.3. The following additional exhibits, attached hereto and incorporated herein by this reference, apply to this Agreement: [check all that apply—additional exhibits may be added as needed; must add or ensure completion of additional exhibit pages at end of this Agreement if any boxes checked in or added to this Subsection] ☒ Exhibit C (Additional Rent) ☒ Exhibit D (Common Areas) ☐ Exhibit E (Lessor’s Furniture) ☒ Exhibit F (Lessor Improvements) ☐ No Additional Exhibits Apply 2. LEASED PREMISES. 2.1. Location. Lessor owns the premises at the address set forth in Subsection 1.2.1 of this Agreement, located in the City of Boulder, Boulder County, State of Colorado (“Lessor’s Property”). Lessor leases to Lessee, and Lessee leases from Lessor, the area on Lessor’s Property that is more fully described, including the rentable area and location, in Exhibit

CAGID Commercial Lease Agreement Form Revised July 2025 Page 2 of 45

EXHIBIT C A and with the address set forth in Subsection 1.2.2 of this Agreement (“Leased Premises”). 2.2. As-Is Condition. Lessee has had an opportunity to inspect the Leased Premises and acknowledges that the Leased Premises are fit for Lessee’s use and enjoyment. The taking of possession of the Leased Premises by Lessee shall be deemed as Lessee’s acceptance of the same in its “AS IS” condition without any obligation whatsoever on the part of Lessor to repair, remodel, reconstruct or modify the Leased Premises for Lessee. 3. RENT AND OTHER CHARGES. 3.1. Annual Rent. The Annual Rent is $1.00 3.2. Security Deposit. Lessee shall pay to Lessor a security deposit in the amount set forth in Subsection 1.5 of this Agreement prior to the Commencement Date specified in Subsection 1.4 of this Agreement. The security deposit will be held by Lessor to ensure Lessee’s faithful performance of all the terms, conditions, and covenants of this Agreement. Lessor may apply the security deposit to cure any default. Lessee may not apply the security deposit to the payment for the performance of Lessee’s other obligations under this Agreement. Lessor shall not be required to keep the Security Deposit separate from its general funds, and Lessee shall not be entitled to interest on such deposit. Lessor will refund the security deposit to Lessee within thirty (30) days after termination of this Agreement, less any deductions for past due amounts or damage to the Leased Premises. 3.3. Manner of Payment. All amounts due under this Agreement shall be timely paid without demand to Lessor at . Elevated Commercial Real Estate, 198 2nd Ave., Suite 2A, Niwot, CO 80503. 4. PERMITTED USE. 4.1. Use of Premises. Lessee shall use the Leased Premises solely for the purpose set forth in Subsection 1.6 of this Agreement and this Subsection. More specifically, Lessee shall use the Lease Premises for [enter full description of use of premises here]. Lessee shall use the Leased Premises for no other purpose without Lessor’s prior written consent. 4.2. Hazardous and Unlawful Use Prohibited. Lessee shall use the Leased Premises in a careful, safe, and proper manner and shall not use or permit the Leased Premises to be used for any purpose prohibited by the laws of the United States of America, the State of Colorado, Boulder County, or the Charter and ordinances of the City of Boulder. Lessee covenants and agrees at its sole cost and expense to fully and promptly comply with all federal, state, county, and local laws, rules, regulations, requirements or orders of any lawful governmental or public authority relating to the Leased Premises. 4.3. Nuisances. Lessee agrees that it shall not permit any nuisance on the Leased Premises and that it shall comply with all applicable nuisance regulations set forth in Title 6 of the CAGID Commercial Lease Agreement Form Revised July 2025 Page 3 of 45

EXHIBIT C Boulder Revised Code (“B.R.C.”) 1981, as may be amended, including the regulations on smoking codified in Title 6, Chapter 4, B.R.C. 1981. 4.4. Common Area(s). 4.4.1. ☐ If this box is checked, this Subsection 4.5 applies to this Agreement. If this box is not checked, there are no Common Areas associated with this Agreement. 4.4.2. The term “Common Area(s)” means the areas intended for the common use of all tenants, including Lessee, that are on Lessor’s Property. Unless otherwise provided for in this Agreement, the roof is not considered part of the Common Area(s). The Common Area(s) include the following facilities: [check all that apply; the options listed here may be changed as needed; do not check any boxes if there are no common areas] ☒ Lobby

☐ Drinking fountains

☒ Hallways

☐ Meeting rooms

☐ Parking areas

☐ Public toilets

☒ Landscaping

☐ Elevators

☒ Curbs

☒ Stairways

☐ Loading areas

☐ Other:

☒ Sidewalks The Common Area(s) listed above, if any, are depicted in Exhibit D. Common Area(s) exclude: (1) space designated for rental by third parties or designated for use by Lessor for administrative offices, as the same may exist from time-to-time; (2) streets and roadways maintained by a public authority; (3) areas that are not owned by Lessor; and (4) areas leased to a user where access is restricted. 4.4.3. Lessor reserves the right to change from time to time the dimensions of the Common Areas. When duly authorized pursuant to the provisions of this Agreement, Lessee, its employees, agents, and invitees shall have the non-exclusive right to use the Common Areas as constituted from time-to-time, such use to be in common with Lessor, other tenants in Lessor’s Property, and other persons permitted by Lessor to use the same, and subject to rights of governmental authorities, easements, other restrictions of record, and such reasonable rules and regulations governing use as Lessor may from time-to-time prescribe.

CAGID Commercial Lease Agreement Form Revised July 2025 Page 4 of 45

EXHIBIT C 4.4.4. Without limiting the generality of Lessor’s ability to establish additional or different rules and regulations governing all aspects of the Common Areas, Lessee agrees as follows: 4.4.4.1.

Lessee shall not solicit business within the Common Areas nor take any action which would interfere with the rights of other persons to use the Common Areas;

4.4.4.2.

Lessee may temporarily close any part of the Common Area for such periods of time as may be necessary to make repairs and alterations, as provided for in this Agreement, with prior written consent of Lessor; and

4.4.4.3.

If Lessor’s Property includes a usable roof, use of the roof is reserved for Lessor or, with regard to any tenant demonstrating to Lessor’s satisfaction a need to use the same, to such tenant after receiving prior written consent from Lessor and payment of additional fees for such use.

5. TERM. 5.1. Term. The term of this Agreement shall commence on the Commencement Date and terminate on the Termination Date, inclusive, specified in Subsection 1.4 above (“Term”) unless earlier terminated in accordance with this Agreement. 5.2. Option to Extend. 5.2.1. ☐ If this box is checked, this Subsection 5.2 applies to this Agreement. If this box is not checked, Lessee has no option to extend the Term unless this Agreement is amended in writing to include such option. 5.2.2. Lessee may extend this Agreement for additional ____-year periods (each an “Extended Term”) following the expiration of the Term, subject to Lessor’s approval and subject to the terms and conditions of this Subsection 5.2. Lessee may exercise the option to extend by providing irrevocable and unconditional written notice to Lessor no later than six (6) months prior to the expiration of the Term or any Extended Term and no sooner than eight (8) months prior to the expiration of the Term or any Extended Term. Notwithstanding the foregoing, at Lessor’s election, Lessee shall not have the option to extend this Agreement if Lessee is in breach or default of the performance of its obligations under this Agreement. If Lessee exercises its option to extend, such extension shall be memorialized in a writing signed by the Parties that, at a minimum, specifies: (1) the commencement and termination dates of the Extended Term; (2) the Annual Rent applicable during the Extended Term, as may be adjusted in accordance with Subsection 3.2 of this Agreement, if applicable; and (3) that, except as otherwise agreed to in such writing CAGID Commercial Lease Agreement Form Revised July 2025 Page 5 of 45

EXHIBIT C memorializing the Extended Term by the Parties, the terms and conditions of this Agreement remain in full force and effect during any Extended Term. 5.3. Termination for Convenience. ☒ If this box is checked, either Party may terminate this Agreement for convenience and without cause of any nature by giving the other Party at least ninety (90) days’ advance written notice. If the box is not checked, this Subsection 5.4 does not apply. In the event of such termination, Lessee shall pay any amounts owed pro-rated through the date of termination and surrender the Leased Premises no later than the date of termination. Upon such payment and surrender of the Leased Premises, all obligations of the Parties under this Agreement shall cease. 6. MAINTENANCE AND UTILITIES. 6.1. Utilities. 6.1.1. Lessee shall be responsible for obtaining the following utility services at Lessee’s sole cost and expense: ☐ Water

☒ Internet

☐ Sewer

☐ Trash

☐ Electricity

☐ Recycling/compost

☐ Gas

☒ Telecommunications

6.1.2. Payment of Bills. Lessee agrees that all bills and services, including utility bills, which it incurs in connection with the operation of the Leased Premises shall be listed in Lessee’s name alone. Lessee shall hold Lessor harmless for any and all bills, charges, and services which may accrue with respect to the operation of the Leased Premises during the Term or any Extended Term of this Agreement. Lessee shall directly pay all charges for utilities or other services that Lessee is expressly responsible for hereunder or that is not listed in Subsection 6.1.4 of this Agreement (collectively, “Utilities”) serving the Leased Premises. Lessee agrees to promptly pay all charges and assessments. Lessee agrees that Lessor shall not be liable for any loss or damage caused by interruption or failure of Utilities serving the Leased Premises due to any cause whatsoever, and Lessee shall faithfully keep and observe all the terms, conditions, and covenants of this Agreement and pay all amounts due hereunder, all without diminution, credit or deduction. Furthermore, interruption of Utilities shall not be deemed an eviction or disturbance of Lessee’s use and possession of the Leased Premises or any part thereof, or render Lessor liable to Lessee for damages or loss of any kind, or relieve Lessee from performance of Lessee’s obligations under this Agreement.

CAGID Commercial Lease Agreement Form Revised July 2025 Page 6 of 45

EXHIBIT C 6.1.3. Lessee agrees that, if requested by Lessor in connection with Lessor’s LEED certification process for the Leased Premises, it will allow Lessor access to its utility account information (including, without limitation, copies of invoices showing actual amounts of the utility used by Lessor and costs therefor) with respect to any utility provider providing service to the Leased Premises. 6.1.4. Utilities provided by Lessor are: None. 6.1.4.1.

Notwithstanding anything to the contrary in this Agreement, Lessor shall have the sole, exclusive, and absolute right to determine, select, and contract with a utility company or companies that will provide the utilities identified in Subsection 6.1.4. During the Term of this Agreement, Lessor shall have the right at any time, and from time to time, to either contract for utilities from a different company (each such company hereinafter an “Alternate Service Provider”). Lessee shall cooperate with Lessor and the service provider(s) providing such utilities to the Leased Premises at the Commencement Date (each the “Existing Service Provider”) at all times and, as reasonably necessary, and shall allow Lessor, the Existing Service Provider, and any Alternate Service Provider access to the utility lines, plumbing, feeders, risers, wiring, and any other machinery or utility access ways within the Leased Premises.

6.1.4.2.

Lessor shall be under no obligation to provide additional or after-hours heating or air conditioning, but if Lessor elects to provide such services at Lessee’s request, Lessee shall pay to Lessor the cost of such services as determined solely by Lessor based upon Lessor’s reasonable estimates and cost, plus a reasonable charge (not to exceed ten percent (10%) of the cost of such services) for Lessor’s additional overhead expense. Lessee shall keep all shades, blinds, or draperies closed when necessary because of the sun’s position and at all times cooperate fully with Lessor and abide by all the regulations and requirements which Lessor may prescribe from time to time for the proper functioning and protection of the HVAC systems. Whenever heat-generated machines or equipment or lighting other than building standard lights are used in the Leased Premises by Lessee which affect the temperature otherwise maintained by the air conditioning system, Lessor shall have the right to install any machinery and equipment which Lessor deems necessary to restore the temperature balance in any affected part of the Leased Premises, including but not limited to modifications to the Leased Premises’ air conditioning system or installation of supplementary air conditioning units. The cost thereof, including installation and any additional costs of operation and maintenance occasioned thereby shall be paid by Lessee to Lessor upon demand.

CAGID Commercial Lease Agreement Form Revised July 2025 Page 7 of 45

EXHIBIT C 6.1.4.3.

If Lessor is providing electric, gas, or water service to the Leased Premises pursuant to Subsection 6.1.4, Lessee shall not, except with the prior written consent of Lessor, which consent Lessor may withhold in its sole discretion, either: (a) use any apparatus or device in the Leased Premises, including but not limited to electronic data processing machines, punch card machines, and machines requiring excess lighting or using current in excess of five (5) kilowatts per hour at rated capacity or one hundred twenty (120) volts single-phase (excepting standard office photocopy machines) which will in any way increase the amount of cooling or ventilation or electricity, gas, or water that usually furnished or supplied for use of the Leases Premises for general office purposes; or (b) connect with electric current (except through existing electrical outlets in the Leased Premises) or water pipes any device or apparatus for the purpose of using electrical current or water. If Lessor consents to the use and/or connection of any such apparatus or device, Lessor shall have the right to install meters and similar monitoring devices to measure the amount of utilities consumed by such apparatus or devices, and Lessee shall pay for the cost of all work and materials required for the installation, maintenance, and use of such meters and monitoring devices. If Lessor elects not to install a special meter or monitoring device, then Lessor shall determine the amount of additional utilities and resources consumed by such apparatus or device based on Lessor’s reasonable estimates and best judgment. Lessee shall pay to Lessor promptly upon demand the cost of any excess use of utilities and resources based on the rates charged by the local public utility company or other supplier furnishing the same, plus any additional expense incurred by Lessor in keeping account of the foregoing and administering the same.

6.2. Maintenance Obligations. 6.2.1. Lessor Maintenance. Except as may be otherwise set forth in Subsections 6.2.5 or 6.2.6, Lessor is responsible for maintenance of the landscaping, exterior walls, windows, foundation, and internal operational systems of the Leased Premises and Lessor’s Property. The term “internal operational systems” includes but is not limited to internal plumbing systems, heating, ventilation, and air conditioning (“HVAC”) systems, mechanical systems, life-safety systems, and electrical systems. Lessor’s maintenance obligations under this Subsection 6.2.1 include maintenance of the internal operational systems and does not include routine maintenance, which is Lessee’s responsibility pursuant to and further described in Subsection 6.2.5 below. Lessor shall not be responsible for maintenance or repair of Lessee’s trade fixtures or tenant finish, if any. 6.2.2. Appropriations for Maintenance. Lessee understands and agrees that funding for maintenance and repairs of Lessor’s buildings and facilities is subject to annual CAGID Commercial Lease Agreement Form Revised July 2025 Page 8 of 45

EXHIBIT C appropriation by the City. Lessor shall not be liable for any failure to make repairs or to perform maintenance unless the City has appropriated sufficient funds for the repair or maintenance and such failure persists for an unreasonable time after written notice of the need of the repair or maintenance is given to Lessor by Lessee. To the extent allowed by law and except as otherwise expressly permitted by this Agreement, Lessee waives the right to make repairs at the Lessor’s expense under any law, statute, or ordinance now or hereafter in effect. 6.2.3. Lessee Acts or Omissions. If any maintenance or repair is necessitated due to the acts or omissions of Lessee, Lessee shall be solely responsible for the cost of such maintenance or repair and shall pay the costs thereof to Lessor within thirty (30) days after Lessee’s receipt of an invoice from Lessor for such repair or maintenance, together with an administrative charge in an amount equal to fifteen percent (15%) of the cost of the repair or maintenance. 6.2.4. Interruption or Inconvenience. Lessor shall not be liable to Lessee for any interruption of Lessee’s business or inconvenience caused due to any work, including maintenance or repair work, performed in or on the Leased Premises or Lessor’s Property. 6.2.5. Lessee Maintenance. Except as otherwise provided in this Section 6, all other repairs or maintenance to the Leased Premises shall be the obligation of Lessee. Lessee agrees to perform all routine maintenance for the Leased Premises except as otherwise provided in this Agreement. Routine maintenance includes but is not limited to: (1) maintaining the Leased Premises and all improvements, fixtures, and equipment in good working order and repair, including maintaining lighting, doors, and locks, cleaning and dusting vents and fans, and servicing smoke and carbon monoxide detectors; (2) keeping the interior of the Leased Premises clean and sanitary; and (3), unless listed under Lessor’s maintenance obligations in this Subsection 6.2, completing snow removal for the Leased Premises. If Lessee fails to maintain the Leased Premises in a satisfactory manner, Lessor may conduct such maintenance on behalf of Lessee, and Lessee shall reimburse Lessor for all costs and expenses (including overhead costs) incurred in connection with such repair or maintenance. Lessee shall not overload the floors or walls of the Leased Premises. 6.2.6. Preventative Maintenance. If any of the maintenance obligations listed below are checked, Lessee’s maintenance obligations include paying for and ensuring the completion of the following maintenance items (which together shall be referred to as “Preventative Maintenance”) in accordance with applicable laws, regulations, and any industry standard maintenance schedule (e.g., quarterly or annually) and shall cause the Preventative Maintenance to be completed by a licensed professional qualified to complete the Preventative Maintenance: ☐ Inspections and filter changes for the HVAC systems or equipment.

CAGID Commercial Lease Agreement Form Revised July 2025 Page 9 of 45

EXHIBIT C ☐ Inspections and cleaning of the roof, roof membrane, gutters, and downspouts. ☐ Inspections of the water heaters. ☐ Inspections of the lift station, if applicable. ☐ Regular life safety inspections required for the Leased Premises. ☐

Other:

Any Preventative Maintenance item listed above applicable to the Leased Premises that is not checked shall be the responsibility of Lessor. Lessee shall provide records of any Preventative Maintenance it is responsible for under this Section 6 to Lessor upon request. 6.3. Emergency Situations. 6.3.1. Notice. Lessee shall promptly notify Lessor should a situation occur which poses an imminent threat to the physical well-being of Lessee’s personnel or invitees at the Leased Premises or Lessor’s Property, or of material damage to Lessor’s Property (“Emergency Situation”) using the contact information for the Emergency Contact provided in Section 1 of this Agreement. 6.3.2. If the Leased Premises are damaged as a result of an Emergency Situation, without fault of Lessee, in such a way as to make the Leased Premises unfit for occupancy, Lessee’s obligation to pay any amounts under this Agreement shall be abated until such damage is repaired and the Leased Premises are again fit for occupancy. 7. IMPROVEMENTS TO LEASED PREMISES. 7.1. Alteration Work Generally. Additions, changes, alterations, or improvements, in and to the Leased Premises made or caused to be made by Lessee (“Alteration Work”) may be done only in accordance with this Section 7. All Alteration Work shall be performed in compliance with all applicable laws, ordinances, and regulations. 7.2. Minor Alteration Work. ☐ If this box is checked, except to the extent expressly set forth in this Section 7, Lessee shall have the right from time to time to complete Alteration Work, without the prior consent of Lessor, that is decorative only (e.g., carpet installation or painting) or that: (1) is not visible from the outside of the Leased Premises; (2) does not affect any system or structural component of the Leased Premises; and (3) does not require work to be performed inside the walls or above the ceiling of the Leased Premises ("Minor Alteration Work"), without the prior consent of Lessor. If the box for this Subsection 7.2 is not checked, Lessee must obtain Lessor’s written authorization prior to performing or causing to be performed any Minor Alteration Work.

CAGID Commercial Lease Agreement Form Revised July 2025 Page 10 of 45

EXHIBIT C 7.3. Major Alteration Work. 7.3.1. In no event may Lessee complete Alteration Work that affects the structure or exterior of the Leased Premises, including landscaping, or any building, mechanical, electrical or life safety systems of the Leased Premises, or that otherwise does not constitute Minor Alteration Work (“Major Alteration Work”) without the prior written authorization of Lessor. Lessee’s completion of Major Alteration Work or any portion thereof without obtaining prior authorization as required by this Section 7 shall constitute a material breach of this Agreement. 7.3.2. Prior to the commencement of any Major Alteration Work, Lessee shall submit to Lessor for approval drawings, maps or plans depicting the location, character, dimension and details of the Leased Premises and all improvements Lessee desires to make to the Leased Premises (“Plans and Specifications”). The Plans and Specifications may include, without limitation, construction details, fire protection systems, lighting, utilities, architectural drawings, layout and colors, containment areas for construction equipment and materials, building footprint, fencing and gates, and any other information which may reasonably be required by Lessor to assess the Plans and Specifications for compliance with applicable laws. In addition, prior to the commencement of any Major Alteration Work, the Parties shall mutually agree in a separate writing whether the Major Alteration Work: (1) is a fixture that remains with the Leased Premises and becomes property of the Lessor when this Agreement terminates, or (2) is a trade fixture or tenant finish that is the property of the Lessee and shall be removed from the Leased Premises when this Agreement terminates. 7.4. Liability for Alteration Work. Lessor shall not be liable for the payment of any expense incurred by Lessee, or the value of any work done, or material furnished to the Leased Premises by virtue of any Alteration Work undertaken by Lessee. All Alteration Work shall be at Lessee’s sole cost and expense. Lessee shall be wholly responsible to all contractors, laborers, and material men for any Alteration Work. Lessee shall indemnify and hold Lessor harmless from any and all liabilities, damages, or penalties, and any costs, expenses or claims of any kind or nature arising out of any Alteration Work undertaken by Lessee, including reasonable attorney's fees. Such indemnification shall apply to any damages or injuries to person or property. Such indemnification shall not apply to damages or claims arising from the actions of Lessor, its employees, agents or contractors. 7.5. Lessor Improvements to Leased Premises. ☐ If this box is checked, Lessor agrees to construct or install improvements to the Leased Premises as set forth in Exhibit ____. If this box is not checked, this Subsection 7.5 does not apply. 8. LESSEE’S RECORDS. Lessee shall maintain an acceptable cost accounting system. Lessee agrees to provide Lessor or its duly authorized representatives access to any books, documents, papers, and records of CAGID Commercial Lease Agreement Form Revised July 2025 Page 11 of 45

EXHIBIT C Lessee which are directly pertinent to this Agreement (“Lessee’s Records”) for the purpose of making audit, examination, excerpts, and transcriptions. Lessee agrees to maintain all Lessee’s Records for a period of not less than three (3) years following the expiration or earlier termination of this Agreement. Lessor shall have the right to audit and examine Lessee’s Records during normal business hours. If Lessee’s Records are kept at locations other than the Leased Premises, Lessee shall, at its sole cost and expense, arrange for Lessee’s Records to be brought to a location convenient to the auditors for Lessor so they may conduct the audits and inspections as set forth in this Section 8. The obligations under this Section 8 shall survive the expiration or termination of this Agreement until satisfied. 9. PERSONAL PROPERTY ON LEASED PREMISES. 9.1. Lessor’s Personal Property. 9.1.1. ☐ If this box is checked, Lessor has provided personal property in the Leased Premises, such as furniture, moveable trade fixtures, and equipment (“Furniture”) for Lessee’s use during the Term and any Extended Term of this Agreement, and such Furniture is listed in Exhibit E, attached hereto. By executing this Agreement and if applicable, Lessee acknowledges receipt of any Furniture listed in Exhibit E and confirms such items are in good repair upon the commencement of this Agreement, subject to normal wear and tear. If this box is not checked, Lessor has provided no Furniture for Lessee’s use, and this Subsection 9.1 is not applicable to the Agreement. 9.1.2. Lessee further acknowledges that Lessor is not a seller under the Colorado Uniform Commercial Code and that Lessor makes no warranties of any nature, including but not limited to warranties as to the merchantability of the Furniture, its fitness for any particular purpose, its installation, its size, design, capacity or condition, its quality, its compliance with any law, rule, specification or contract, or latent defects. 9.1.3. All of the Furniture shall remain at the Leased Premises and shall not be removed therefrom for any reason whatsoever without Lessor’s prior written consent. Lessor shall have the right to enter the Leased Premises and inspect the Furniture at any time during normal business hours and upon reasonable advance notice given to Lessor in accordance with Subsection 22.2 of this Agreement, unless otherwise required by an emergency. 9.1.4. Title to each item of Furniture shall be and remain with Lessor at all times, and Lessee shall at no time make any assertion to the contrary. Lessee shall have no right, title, or interest in or to any of the Furniture except its leasehold interest solely as Lessee as provided herein. 9.1.5. Lessee, at its sole expense, shall keep the Furniture in good working order, condition, and repair throughout the Term or any Extended Term of this CAGID Commercial Lease Agreement Form Revised July 2025 Page 12 of 45

EXHIBIT C Agreement, ordinary wear and tear excepted. Lessee represents, warrants, and agrees that all Furniture will be used solely for business purposes and not for personal, family, or household purposes. Lessee shall use the Furniture in a careful, proper manner only for the purposes for which it is intended to be used. In the event any item of Furniture needs to be replaced during the Term or any Extended Term, then Lessee shall be solely responsible for such replacement. Lessee shall notify Lessor prior to removal of any Furniture for replacement and give Lessor the opportunity to salvage such Furniture prior to Lessee’s disposal of such item. If Lessee replaces any item of Furniture, then Lessee shall be responsible for such item and Lessor will have no title to such Furniture after it is replaced. In such event, the item of Furniture replaced by Lessee will be removed from Exhibit E. 9.2. Lessee’s Personal Property. 9.2.1. Lessee agrees that all property of Lessee, its agents, employees, customers, and guests kept or stored on the Leased Premises shall be at the sole risk of Lessee, and Lessor shall not be held liable for any damage or loss to any of Lessee’s personal property of any kind or description whatsoever. 9.2.2. If Lessee fails to remove its personal property from the Leased Premises upon abandonment or termination of this Agreement for any cause whatsoever, such personal property shall be deemed abandoned, and Lessor, at its option, may remove the same in any manner that it shall choose, and store the effects without any liability to Lessee for loss or damage. Lessee agrees to pay Lessor on demand any and all expenses incurred in such removal, including court costs, attorneys’ fees, and storage charges. Lessor, at its option and without notice, may sell said effects, or any of the same, at public or private sale, for such prices as Lessor may obtain. The proceeds of such sale may be applied to any amounts due to Lessor under this Agreement, including removal expense. If said property, or any portion thereof, is offered at public auction or otherwise disposed of, Lessor may become the purchaser thereof. 10. INSURANCE. 10.1.

Required Insurance. During the term of this Agreement, Lessee, at its sole cost and expense, shall continuously maintain the following types of insurance coverages (together, the “Required Insurance”): 10.1.1. All Risk or Causes of Loss Special Form property insurance, including fire and extended coverage, sprinkler leakage, machinery and equipment breakdown (including but not limited to all mechanical, plumbing, heating, ventilation, air conditioning and electrical), vandalism, malicious mischief, wind and flood coverage, covering full replacement value of all buildings and all property comprising the Lease, all of Lessee’s personal property, trade fixtures and improvements, betterments, tenant finishes and alterations in and to the Leased CAGID Commercial Lease Agreement Form Revised July 2025 Page 13 of 45

EXHIBIT C Premises, with coverages that also include “Business Personal Property.” Such insurance shall include business income/extra expenses including rental value. Any coinsurance requirement in the policy shall be eliminated through the attachment of an agreed amount endorsement, or as is otherwise appropriate under the particular policy form. Lessor shall be listed as a loss payee to the extent of Lessor’s financial interest; 10.1.2. Both worker’s compensation insurance to the applicable statutory limit, and employer’s liability insurance limits of not less than One Million Dollars ($1,000,000) bodily injury by accident, One Million Dollars ($1,000,000) bodily injury by disease, and One Million Dollars ($1,000,000) bodily injury by disease each employee. Coverage shall include a waiver of subrogation in favor of Lessor; 10.1.3. Commercial general liability insurance (occurrence based) insuring Lessee against any liability arising out of its use, occupancy or maintenance of the Leased Premises, or the business operated by Lessee pursuant to the Lease, and providing coverage for death, bodily injury and disease, property damage or destruction (including loss of use), products and completed operations liability, broad form property damage, personal injury, product liability, molestation, assault and battery, and if applicable, communicable diseases, contractual liability which includes all of Lessee’s liability obligations under this Lease (and the certificate evidencing Lessee’s insurance coverage shall state that the insurance includes the liability assumed by Lessee under this Lease and “damage to premises rented to you” coverage), fire legal liability and advertising injury liability damage with a combined single limit of no less than Two Million Dollars ($2,000,000), or, in the alternative, a primary policy combined single limit of One Million Dollars ($1,000,000) with an Excess Limits (Umbrella) Policy in the amount of no less than Two Million Dollars ($2,000,000). Lessee's commercial general liability insurance shall name “the City of Boulder Central Area General Improvement District and the City of Boulder, their elected and appointed officials, directors, officers, employees, agents and volunteers” and Lessor’s Property Manager if the Leased Premises is managed by a third party, as additional insureds by endorsement reasonably satisfactory to Lessor. A waiver of subrogation in favor of additional insured parties shall be included; 10.1.4. Automobile Liability coverage with a minimum of One Million Dollars ($1,000,000) combined single limit for bodily injury and property damage. Defense costs shall apply in addition to the limit of liability. Coverage shall include contractual liability and shall apply to owned, leased, hired and nonowned autos. “The City of Boulder Central Area General Improvement District and the City of Boulder, their elected and appointed officials, directors, officers, employees, agents and volunteers” and Lessor’s Property Manager if the Leased Premises is managed by a third party, shall be included CAGID Commercial Lease Agreement Form Revised July 2025 Page 14 of 45

EXHIBIT C as additional insureds under the policy and the policy shall include a waiver of subrogation in favor of Lessor and (and its Property Manager and lender, if any, and any other party as required by Lessor). Notwithstanding anything contained in this Lease to the contrary, in no event shall Lessor be liable for Lessee’s deductible or self-insured retention; and 10.1.5. Commercial Umbrella/Excess Liability Insurance for bodily injury and property damage liability must sit over Lessee’s primary Employer’s Liability, Commercial General Liability and Commercial Automobile Liability with limits of Two Million Dollars ($2,000,000) each occurrence and aggregate. All coverages and terms required under the Commercial General Liability, Automobile Liability and Employer’s Liability must be included on the Excess/Umbrella Liability policy. Higher limits or lower limits may be required or accepted by Lessor. Lessee’s Excess/Umbrella Liability Policy shall provide liability coverage, subject to the terms and conditions of the policy, in excess of all available underlying coverage before any primary or excess coverage held by any Additional Insured. 10.1.6. Cyber/Network Security and Privacy Liability Insurance in an amount of not less than One Million Dollars ($1,000,000) combined single limit to cover civil, regulatory, and statutory damages, contractual damage, as well as data breach management exposure, and any loss of income or extra expense as a result of actual or alleged breach, violation or infringement of right to privacy, consumer data protection law, confidentiality or other legal protection for personal information, as well as confidential information of Lessee or Lessor. 10.1.7. Pollution Liability Insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and in the aggregate for bodily injury and property damage including any remediation or cleanup costs. There shall be no exclusions for any methamphetamine-affected properties’ environmental cleanup. 10.2.

Required Insurance Policy Provisions. All Required Insurance to be carried by Lessee hereunder shall include the following provisions: (i) shall release Lessor and the City of Boulder (and any other party as required by Lessor) from any claims for damage to business or to any person or the Leased Premises and to Lessee’s improvements and alterations in or on the Leased Premises, caused by or resulting from risks insured against under any insurance policy carried by Lessee in force at the time of such damage; (ii) shall be issued by insurance companies authorized to do business in the State of Colorado, with policyholder ratings not lower than “A-” and financial ratings not lower than “VII” in Best’s Insurance Guide (latest edition in effect as of the date of this Lease and subsequently in effect as of the date of renewal of the required policies); and (iii) shall be issued as a primary and noncontributory policy as such policies apply to Lessor (except for workers compensation).

CAGID Commercial Lease Agreement Form Revised July 2025 Page 15 of 45

EXHIBIT C 10.3.

Certificate of Insurance. Lessee shall deliver certificates of Required Insurance policies, together with evidence of payment of all current premiums, to Lessor together with this Agreement executed by Lessee; provided, if such certificates do not on their face evidence such terms, Lessee shall also provide full copies of such endorsements or policies as necessary to evidence that the coverage requirements of this Section have been satisfied by Lessee. If certificates are supplied (rather than the policies), Lessee shall allow Lessor, at all reasonable times, to inspect the policies of insurance required herein. Lessee shall take all necessary steps to renew all insurance prior to such insurance expiration dates and shall provide Lessor a copy of the renewed certificate within ten (10) days of said policy’s expiration date. Any certificate of insurance shall designate Lessee as the insured and specify the Leased Premises location as set forth in Subsection 1.2. If Lessee fails at any time to maintain the insurance required by this Agreement, and fails to cure such default within five (5) business days of written notice from Lessor then, in addition to all other remedies available under this Agreement and applicable law, Lessor may purchase such insurance on Lessee’s behalf and the cost of such insurance shall be Additional Rent due within ten (10) days of written invoice from Lessor to Lessee.

10.4.

Minimum Requirements. It is expressly understood and agreed that the coverages required by this Section represent Lessor’s minimum requirements and such are not to be construed to void or limit Lessee’s obligations contained in this Agreement. Neither shall (i) the insolvency, bankruptcy or failure of any insurance company carrying Lessee, (ii) the failure of any insurance company to pay claims occurring nor (iii) any exclusion from or insufficiency of coverage be held to affect, negate or waive any of Lessee’s obligations under this Agreement. Lessor reserves the right to require Lessee provide evidence of any additional insurance as it reasonably deems appropriate, as well as the right to require an increase in the amounts of insurance or the insurance coverages as Lessor may reasonably request from time to time, but not in excess of the requirements of prudent landlords or lenders for similar tenants occupying similar premises in the State of Colorado. Lessee’s occupancy of the Leased Premises without delivering the certificates of insurance shall not constitute a waiver of Lessee’s obligations to provide the required coverages. If Lessee provides to Lessor a certificate that does not evidence the coverages required herein, or that is faulty in any respect, such shall not constitute a waiver of Lessee’s obligations to provide the proper insurance. Lessor shall be entitled to access to additional coverage limits held by such parties regardless of the minimum coverage limits required under these requirements.

10.5.

Special Coverages and Endorsements. Such insurance requirements shall include whatever other special coverages and/or endorsements that Lessor, in Lessor's reasonable discretion, may from time to time consider appropriate in connection with Lessor's ownership of the Leased Premises. Such insurance shall be maintained, including addition insured requirement below, for the statute of repose period allowed under Colorado law.

CAGID Commercial Lease Agreement Form Revised July 2025 Page 16 of 45

EXHIBIT C 10.6.

Contractor Insurance for Alteration Work. Unless otherwise agreed to in writing by Lessor, for all Alteration Work to the Leased Premises or any exterior demolition, reconstruction or remodeling approved by Lessor, prior to the commencement of any such work, Lessee shall upon request deliver to Lessor such payment and performance bonds or other security as Lessor may require, and certificates issued by insurance companies qualified to do business in the State of Colorado, evidencing that Workers’ Compensation, commercial general liability insurance and property damage insurance, all in amounts, with companies and on forms set forth in Exhibit B, are in force and effect and maintained by all contractors and subcontractors engaged by Lessee to perform such Alteration Work. All such policies shall name “the Central Area General Improvement District and the City of Boulder, their elected and appointed officials, directors, officers, employees, agents and volunteers,” and Lessor’s Property Manager if the Leased Premises is managed by a third party, as additional insureds. Each such certificate shall provide that the insurance policy may not be canceled or modified without thirty (30) days’ prior written notice to Lessor. Further, Lessee shall require such contractor to indemnify the City of Boulder and Lessor’s Property Manager if the Leased Premises is managed by a third party as set forth in Exhibit B. Further, Lessee shall permit Lessor to post notices in the Leased Premises in locations which will be visible by persons performing any work on the Leased Premises stating that Lessor is not responsible for the payment for such work and setting forth such other information as Lessor may deem necessary. Any contractor performing work at the Leased Premises shall pay sales and use tax to the City of Boulder as set forth in Exhibit B. All Lessee alterations, repair and maintenance work shall be performed in such a manner as not to interfere with, delay, or impose any additional expense upon Lessor.

10.7.

Waiver of Subrogation. Lessor and Lessee each hereby waives and releases its rights of recovery against the other for : (i) any loss or damage to its property capable of being insured against by “all risk” or “multi-peril” insurance coverage whether carried or not; and (ii) all loss cost, damage or expense arising out of or due to any interruption of business and all increased or additional costs of business and other costs or expenses whether similar or dissimilar, regardless of the cause therefore, which are capable of being insured against under business interruption insurance whether or not carried. Each party shall apply to its insurers to obtain such waivers and obtain any special endorsements, if required by its insurer, to evidence compliance with this provision at its own cost.

10.8.

Changes to Coverage. Lessee or its insurance broker shall notify Lessor of any cancellation or reduction in coverage within seven (7) days of receipt of insurer's notification to that effect. Lessee shall forthwith obtain and submit proof of substitute insurance in the event of expiration or cancellation of coverage.

10.9.

Lessor Rights. If Lessee fails to obtain and maintain the Required Insurance, Lessor may obtain insurance coverage on behalf of Lessee, and the amount of any premium paid by Lessor for such insurance shall be immediately payable by Lessee to Lessor. CAGID Commercial Lease Agreement Form Revised July 2025 Page 17 of 45

EXHIBIT C Lessor may also treat the failure of Lessee to obtain insurance as an Event of Default under this Agreement and may proceed with any remedy available to it. 10.10. Additional Insurance. Lessee may insure the Leased Premises in such additional amounts and for such other risks as Lessee deems appropriate. 10.11. Risk of Loss. Lessee assumes the risk of loss or damage to the contents of the Leased Premises, whether from fire, theft, accident, earthquake, snow, water damage, or any other cause whatsoever. Lessee assumes all risk of loss to its personal property located on the Leased Premises. Lessor shall not be liable for any damage to, or loss of, such property, or for damage or loss suffered by Lessee in connection with any act or omission of a third party. Lessor shall not be liable for damage or loss resulting from: (1) bursting, overflowing or leaking water; (2) sewer or steam pipes; (3) heating or plumbing fixtures; (4) electrical wiring; (5) gases or odors; or (6) or any other loss or damage that would otherwise have been avoided if Lessee had obtained appropriate insurance that insured against such loss or damage. 10.12. Damage to the Leased Premises. 10.12.1. If, during the Term or any Extended Term of this Agreement, the Leased Premises is rendered untenantable by fire, explosion or other casualty, which is not the fault of Lessee, and the Leased Premises cannot be restored within one hundred eighty (180) days after such occurrence, Lessor or Lessee may, at the Party’s option, terminate this Agreement by providing at least seven (7) days’ advance written notice to the other Party. Lessee shall pay all amounts due and accruing through such date of termination, and the Parties shall be discharged of all further obligations under this Agreement. 10.12.2. If the Leased Premises are damaged, without fault of Lessee, in such a way as to make the Leased Premises unfit for occupancy, if such damage can be repaired within a reasonable period of time by Lessor’s estimation, Lessor may, subject to sufficient appropriation of funds for such work, repair such damage with all reasonable speed. 10.12.3. If the Leased Premises, without fault of Lessee, receives only minor damage but such damage does not render the Leased Premises unfit for occupancy, Lessor, upon receipt of notice of the occurrence of such event, shall repair, subject to sufficient funds being appropriated for such work, the damage with reasonable promptness. 10.12.4. If the Premises are damaged or destroyed by Lessee, its employees or agents, Lessee shall be liable for all costs and expenses to repair the Leased Premises to substantially the same condition that existed prior to the casualty. Lessee agrees to commence any remedial work within fifteen (15) days after written notice by Lessor and to complete all remedial work required in the reasonable opinion of Lessor to restore the Leased Premises to its original condition, CAGID Commercial Lease Agreement Form Revised July 2025 Page 18 of 45

EXHIBIT C within the number of days specified in the written notice, provided such work can be reasonably performed within such number of days. If remedial work is not undertaken and completed in the specified time frame, Lessor may undertake and complete the work or contract to complete the remedial work and Lessee shall reimburse Lessor for any and all reasonable costs incurred by Lessor in performing such repairs, including any overhead costs reasonably allocable to the performance thereof. 10.12.5. The remedies in this Subsection 10.12 are in addition to any other remedies provided in this Agreement. 11. INDEMNIFICATION; DISCLAIMER OF LIABILITY. 11.1.

Indemnification of Lessor. Neither Lessor nor the City of Boulder shall be liable to Lessee or any person claiming by, through or under Lessee for any injury to the person or loss or damage to property, occasioned by failure to keep the Leased Premises or Lessor’s Property in repair or on account of any claim arising out of any act of an agent or employee of Lessor or the City of Boulder or on account of any claim arising out of any act of any other person in, upon or about the Leased Premises or Lessor’s Property. Neither Lessor nor the City of Boulder shall be liable for any damage done or occasioned by or from plumbing, electrical wiring, gas, water, steam or other pipes or sewerage, or the bursting, leaking or running of any pipe, tank, sink or waste pipe, in, above, upon or about the Leased Premises or Lessor’s Property; nor for damages occasioned by water, snow or ice being upon or coming through the roof or otherwise; nor for any injury or damage arising from repairs, alterations, acts or omissions of any owners or occupants or adjacent or contiguous property. Furthermore, Lessee hereby agrees to indemnify, defend and save free and harmless Lessor, the City of Boulder, and Lessor’s Property Manager if the Leased Premises is managed by a third party, from and against any and all claims, demands or actions of any kind or nature, and any and all related costs and expenses, including reasonable attorney's fees, by any person or entity resulting from or related to loss of life, personal injury or property damage arising, directly or indirectly, from any occurrence in or at the Leased Premises or appurtenances thereto, and Lessee hereby releases Lessor, the City of Boulder, and Lessor’s Property Manager if the Leased Premises is managed by a third party, to the full extent permitted by law, from all encumbrances of this Agreement not permitted or consented to hereunder, claims of every kind, including loss of life, personal or bodily injury, damages to fixtures or personal property, or damages to business or for business interruption, arising, directly or indirectly from or on account of such occupancy and use or resulting from any present or future condition or state of repair thereof. Lessee’s obligations and Lessor’s rights under this Section 11 shall survive the termination or expiration of this Agreement.

11.2.

Disclaimer of Lessor Liability. LESSOR HEREBY DISCLAIMS, AND LESSEE HEREBY RELEASES LESSOR, THE CITY OF BOULDER, AND THEIR EMPLOYEES, AGENTS OR REPRESENTATIVES, FROM ANY AND ALL CAGID Commercial Lease Agreement Form Revised July 2025 Page 19 of 45

EXHIBIT C LIABILITY, WHETHER IN CONTRACT OR TORT (INCLUDING STRICT LIABILITY, NEGLIGENCE AND NUISANCE), FOR ANY LOSS, DAMAGE, OR INJURY OF ANY NATURE WHATSOEVER SUSTAINED BY LESSEE, ITS EMPLOYEES, AGENTS, OR INVITEES DURING THE TERM OF THIS AGREEMENT OR ANY EXTENSION THEREOF INCLUDING, WITHOUT LIMITATION, LOSS, DAMAGE OR INJURY TO THE IMPROVEMENTS OR PERSONAL PROPERTY OF LESSEE OR LESSEE’S BUSINESS INVITEES THAT MIGHT BE LOCATED OR STORED ON THE LEASED PREMISES, UNLESS SUCH LOSS, DAMAGE OR INJURY IS CAUSED BY LESSOR’S OR THE CITY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR IS CAUSED BY LESSOR’S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT. THE PARTIES HERETO EXPRESSLY AGREE THAT UNDER NO CIRCUMSTANCES SHALL LESSOR OR THE CITY OF BOULDER BE LIABLE FOR SPECIAL OR EXEMPLARY DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING STRICT LIABILITY, NEGLIGENCE, AND NUISANCE), SUCH AS, WITHOUT LIMITATION, PUNITIVE DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT BE CONSTRUED TO CONSTITUTE AN AGREEMENT BY LESSEE TO INDEMNIFY LESSOR OR THE CITY FOR LESSOR’S OR THE CITY’S NEGLIGENT, WILLFUL, OR INTENTIONAL ACTS. 12. DEFAULT AND REMEDIES. 12.1.

Events of Default. Any one or more of the following events shall be an “Event of Default”: 12.1.1.

The failure of Lessee to make any payment required to be paid by Lessee under this Agreement when and as the same shall become due and payable, if such failure continues for a period of ten (10) days after written notice thereof from Lessor to Lessee;

12.1.2.

Lessee vacates or abandons the Leased Premises; however, as long as no monetary default exists and Lessee is maintaining the insurance described in Section 10 of this Agreement, vacation or abandonment of the Leased Premises shall not constitute a default;

12.1.3.

Lessee fails to perform or comply with any of the covenants, agreements, terms, or conditions contained in this Agreement other than those referred to in the foregoing Subsections 12.1.1 and 12.1.2, and Lessee fails to remedy the same within thirty (30) days after Lessor has given Lessee written notice specifying such default or such additional period, if any, as may be reasonably required to cure the failure if the failure cannot reasonably be cured within a thirty (30) day period, provided Lessee commences to cure such default within thirty (30) days after receipt of notice and thereafter diligently pursues such cure to completion;

CAGID Commercial Lease Agreement Form Revised July 2025 Page 20 of 45

EXHIBIT C

12.2.

12.1.4.

Lessee fails to vacate the Leased Premises upon the termination of a holdover term in accordance with Section 12.4 of this Agreement; or

12.1.5.

(i) The making by Lessee of any general arrangement or assignment for the benefit of creditors; (ii) the filing by Lessee of a voluntary petition in bankruptcy under Title 11 U.S.C. or the filing of an involuntary petition against Lessee which remains uncontested for a period of sixty (60) days; (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Leased Premises or of Lessee’s interest in this Agreement; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Leased Premises or of Lessee’s interest in this Agreement, provided, however, in the event that any provisions of this Subsection 12.1.5 is contrary to any applicable law, such provision shall be of no force or effect.

Remedies. 12.2.1.

Upon the occurrence of an Event of Default, Lessor shall have the option to: 12.2.1.1.

Institute suit against Lessee to collect any sum as it becomes due or to enforce any obligation under this Agreement;

12.2.1.2.

Terminate this Agreement;

12.2.1.3.

Terminate Lessee’s right to possession without terminating this Agreement; or

12.2.1.4.

Cure the Event of Default on behalf of Lessee. If Lessor cures an Event of Default on behalf of Lessee, Lessee shall, on demand, reimburse Lessor for Lessor’s expenses incurred, including the costs of removing and storing Lessee’s or any other occupant’s property.

12.2.2.

All payments required of Lessee under this Subsection 12.2 that are past due shall bear interest from the date due until paid at the lesser of twelve percent (12%) per annum or the maximum lawful rate of interest.

12.2.3.

If Lessor terminates either this Agreement or Lessee’s right to possession of the Leased Premises, Lessee will immediately surrender the Leased Premises to Lessor. If Lessee fails to surrender the Leased Premises, Lessor may enter upon and take possession of the Leased Premises and expel or remove Lessee and any other person who may be occupying the Leased Premises or any part thereof. Any termination only of Lessee’s right to possession of the Leased Premises will not relieve Lessee of Lessee’s obligation under this Agreement. Lessor shall use reasonable efforts to mitigate any damages incurred by Lessor and to relet the Leased Premises. In determining the amount of loss CAGID Commercial Lease Agreement Form Revised July 2025 Page 21 of 45

EXHIBIT C which Lessor suffers by reason of termination of this Agreement, allowance shall be made for the expense of repossession and any necessary repairs, but not for any remodeling undertaken by Lessor following repossession. 12.2.4.

Except as provided otherwise in this Agreement, Lessor shall have the option to terminate all or a portion of this Agreement upon default by Lessee, and in addition to, or in lieu thereof, Lessor may seek any relief available to it at law or in equity. Nothing in this Agreement shall be deemed a restriction or waiver of any right or remedy that either Party may have at law or equity for any breach or default by either Party.

12.3.

Bankruptcy. If Lessee is unable to pay its debts when due, files for bankruptcy, seeks relief from creditors or has a receiver appointed on its behalf, Lessor may terminate this Agreement, except to the extent such termination may be avoided by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect regarding creditors’ rights generally or principles governing the availability of equitable remedies. Nevertheless, Lessor shall have a claim in such bankruptcy or receivership proceeding in an amount equal to the aggregate amount due and payable from the date such proceeding commenced through the remainder of the Term and any Extended Term. The amount of such damages may be satisfied by Lessor out of monies or assets deposited by Lessee under this Agreement as security for payment of its obligations.

12.4.

Surrender and Holding Over. 12.4.1.

Surrender. Upon the expiration or earlier termination of this Agreement, Lessee shall quit and surrender the Leased Premises in generally good and serviceable condition, reasonable wear and tear excepted. Thereafter, Lessor shall have the right to enter and take possession of the Leased Premises, with or without process of law and without liability for trespass.

12.4.2.

Holding Over. Holding over or failure to vacate the Leased Premises at the end of the Term or any Extended Term shall not be construed to be the granting or exercise of any additional term. Any holding over after the expiration of the Term or any Extended Term without the written consent of Lessor shall be construed to be a month-to-month tenancy at sufferance, at one hundred fifty percent (150%) of the market rent to be determined by the Lessor (prorated on a monthly basis, the “Holdover Rent”), but shall otherwise be subject to all of the terms and conditions of this Agreement.

12.4.3.

Remedies. Nothing in this Agreement nor Lessor’s acceptance of Holdover Rent, however, shall be construed as precluding or operate to preclude Lessor from exercising any legal or equitable remedies, including specifically, without limitation, those set forth in this Agreement.

CAGID Commercial Lease Agreement Form Revised July 2025 Page 22 of 45

EXHIBIT C 12.4.4.

Exceptions. Notwithstanding anything to the contrary contained in this Section 12, Lessee shall not be deemed to be holding over the Leased Premises in the event that both Parties are engaged in good faith negotiations to extend the term of the Agreement; provided, however, under no circumstances shall Lessee remain in possession of the Leased Premises more than ninety (90) days from the expiration of this Agreement without an executed writing for such extension.

12.4.5.

Notice. Lessor and Lessee each hereby agree to give the other Party written notice at least thirty (30) days prior to the last day of a monthly term to terminate this holdover tenancy. In the event Lessee does not vacate the Leased Premises within thirty (30) days after Lessor’s notice terminating the holdover tenancy and Lessor relets the Leased Premises to a new tenant with a lease term commencing after the date Lessee is required to vacate the Leased Premises, such failure shall be an Event of Default under Section 12 of this Agreement.

13. ASSIGNMENT AND SUBLETTING. 13.1.

Transfers and Assignments by Lessee. Except as otherwise provided in this Section 13, Lessee shall not, without the prior written consent of Lessor: (1) assign, transfer, or encumber this Agreement or any estate or interest herein, whether directly or by operation of law; (2) permit any other person or entity to become Lessee hereunder by merger, consolidation, or other reorganization; (3) if Lessee is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Lessee that results in a change in current control of Lessee; (4) grant any license, concession, or other right of occupancy of any portion of the Leased Premises; or (5) use or permit the use of the Leased Premises by any parties other than Lessee (any of the prior described events in this Subsection 13.1 being a “Transfer”). Any Transfer of this Agreement shall require that the Transfer is to: (i) a transferee who is commercially reasonable and acceptable to Lessor; and (ii) the use and occupancy of the Leased Premises and any improvement following the Transfer remains substantially the same as contemplated by this Agreement. Lessee shall provide copies to Lessor of any and all documents or instruments that effect a Transfer of the Leased Premises. No Transfer shall release Lessee from its obligations under this Agreement, but rather Lessee and the transferee shall be jointly and severally liable.

13.2.

Assignment by Lessor. The rights and obligations of Lessor under this Agreement may be assigned by Lessor at its option and without the consent of Lessee.

13.3.

Subleasing. ☒ If this box is checked, Lessee shall not have the right to sublease property within the Leased Premises without the express written consent of Lessor.

CAGID Commercial Lease Agreement Form Revised July 2025 Page 23 of 45

EXHIBIT C ☐ If this box is checked, Lessee has the right to sublease property within the Leased Premises without the express written consent of Lessor. 13.4.

Subordination of Subleases. Any sublease permitted under this Agreement shall be subject and subordinate to the provisions of this Agreement, and if this Agreement is terminated during the term of any sublease, Lessor shall have the right to: (i) treat such sublease as having been canceled effective as of the date this Agreement terminates, and if such subtenant fails to vacate the portion of the Leased Premises being sublet by the subtenant (“Subleased Space”) on or before such date, to repossess the Subleased Space by any lawful means; or (ii) require that such subtenant attorn to and recognize Lessor as its landlord under any such sublease. If there exists an Event of Default, Lessor is hereby irrevocably authorized, as Lessee’s agent, to deliver a notice to any subtenant, with a copy to Lessee, directing such subtenant to make all payments under or in connection with the sublease directly to Lessor until such time as such subtenant receives notice from either Lessor or Lessee that such Event of Default has been cured. Lessor and Lessee each agree that a copy of such notice shall be simultaneously delivered to the other Party. For any payments by the subtenant directly to Lessor when an Event of Default exists, Lessor shall apply such payments first to any amounts then due and payable to Lessor, then to any arrears under this Agreement, and any excess in such payment(s) over Lessee’s then-current obligations or arrears shall be delivered to Lessee.

13.5.

Non-Waiver. No sublease shall release or discharge Lessee of or from any liability, whether past, present, or future, under this Agreement, and Lessee shall continue to be fully and primarily liable hereunder, unless such release of Lessee is authorized by Lessor in writing.

14. ABONDONMENT. If Lessee abandons or vacates the Leased Premises before the end of the Term (or any Extended Term), Lessor may enter the Leased Premises, remove trade fixtures and personal property of Lessee and re-let the Leased Premises as it sees fit without terminating this Agreement. In addition, Lessor may make any repairs, changes, alterations or additions to the Leased Premises as may be necessary or desirable for the purpose of re-letting. If Lessor cannot obtain rent from such re-letting (after payment of all costs and expenses, including payment of any amounts accruing from the date of abandonment) in an amount equivalent to the market rent, then Lessee shall be liable for any such deficiency. If Lessee neglects to retrieve its personal property from the Leased Premises upon abandonment or upon termination or expiration of the Agreement, Lessor may remove and store such personal property (without liability to Lessee for risk of loss), and Lessee agrees to reimburse Lessor on demand, for any and all expenses incurred in such removal and storage, including court costs, attorney’s fees and storage charges for the period of time such property remains in storage. Lessor may sell such abandoned property, in whole or in part, in accordance with Section 2-4-5, B.R.C. 1981, and apply the proceeds of such sale towards any amounts due from Lessee to Lessor and render the surplus, if any, to Lessee. CAGID Commercial Lease Agreement Form Revised July 2025 Page 24 of 45

EXHIBIT C 15. QUIET ENJOYMENT. Lessee shall be entitled to quiet enjoyment of the Leased Premises, and Lessor will not interfere with that right, as long as Lessee pays any amounts due hereunder in a timely manner and performs all other obligations under this Agreement. Lessee acknowledges that its right to enjoy the Leased Premises is subject to the use of the surrounding property in accordance with the applicable zoning and other federal, state, or local laws and ordinances. 16. EMINENT DOMAIN; CONDEMNATION. 16.1.

General. If the Leased Premises, or a substantial part thereof, is taken in eminent domain or is conveyed under threat of condemnation proceedings (a “Taking”), then this Agreement shall forthwith terminate upon such taking as if the Term or any Extended Term expired at the time of such Taking; provided that any other amounts due under this Agreement shall be paid to Lessor by Lessee as of the date of such Taking.

16.2.

Partial Taking – Lessee’s Rights. If any material portion, but less than all, of the Leased Premises becomes subject to a Taking and such Taking will prevent Lessee from conducting its business in the Leased Premises in a manner reasonably comparable to that conducted immediately before such Taking for a period of more than one hundred eighty (180) days, then Lessee may terminate this Agreement as of the date of such Taking by giving written notice to Lessor within thirty (30) days after the Taking, and any amounts due shall be apportioned as of the date of such Taking. If Lessee does not terminate this Agreement in accordance with this Subsection 16.2, then any amounts owed shall be abated on a reasonable basis as to that portion of the Leased Premises rendered untenantable by the Taking.

16.3.

Partial Taking – Lessor’s Rights. If any material portion, but less than all, of the Leased Premises becomes subject to a Taking, then Lessor may terminate this Agreement by delivering written notice thereof to Lessee within thirty (30) days after such Taking, and any amounts owed shall be apportioned as of the date of such Taking. If Lessor does not terminate this Agreement, then amounts owed shall be abated on a reasonable basis as to that portion of the Leased Premises rendered untenantable by the Taking.

16.4.

Award. If an award is made for a Taking of the Leased Premises in condemnation proceedings, Lessor is entitled to all amounts awarded or paid for such Taking; provided, however, Lessee may separately pursue a claim (to the extent it will not reduce Lessor’s award) against the condemnor for the value of Lessee’s personal property which Lessee is entitled to remove under this Agreement, moving costs, loss of business and other claims it may have.

CAGID Commercial Lease Agreement Form Revised July 2025 Page 25 of 45

EXHIBIT C 17. COMPLIANCE WITH LAWS; ADDITIONAL RULES. 17.1.

Compliance with Laws. Both Parties shall observe and comply with all applicable laws, including but not limited to federal, state and local laws, regulations, rules, ordinances, policies, and standards, as such may be amended.

17.2.

Additional Rules. Lessee, its officers, employees, agents, and invitees shall comply with the following: 17.2.1.

Sidewalks, entries, passages and stairways shall not be obstructed in any manner.

17.2.2.

Items that may constitute a hazard or danger to any person or property shall not be moved into the Leased Premises.

17.2.3.

Antennas, satellite dishes, solar panels, and other equipment may not be erected or installed on the Leased Premises without the prior written consent of Lessor.

17.2.4.

Restrooms are not to be used for any purpose other than that for which they are intended, and any damage resulting from Lessee’s misuse shall be paid by Lessee.

17.2.5.

Lessee shall not commit waste on the Leased Premises.

17.2.6.

Lessee shall not play loud music or cause other nuisances that disturb the occupants of adjoining tenants, if any.

17.2.7.

Lessee must obtain the prior written consent of Lessor for installation of or change to window coverings. Lessee shall be responsible for any damage to window coverings provided by Lessor.

17.2.8.

Lessee shall not deface the walls, ceilings, partitions or floors of the Leased Premises. Lessee shall pay for any defacement, damage or injury caused by Lessee, its agents, employees or invitees.

17.2.9.

If any boxes below are checked, Lessee shall additionally comply with all of the following: ☐ Lessee’s personal property shall be moved in or out of the Leased Premises with advance notice to Lessor if outside normal business hours. ☒ Animals, except qualified service animals, are prohibited in the Leased Premises.

CAGID Commercial Lease Agreement Form Revised July 2025 Page 26 of 45

EXHIBIT C ☒ Bicycles or other vehicles shall not be allowed in rooms, offices, halls, or corridors of the Leased Premises. ☒ Lessee shall not install or operate any steam or gas engine or boiler on the Leased Premises. The use of oil, gas, explosives or flammable liquids for any purpose is expressly prohibited. 17.2.10. Lessor may institute such other rules and regulations as in its reasonable judgment may be necessary or desirable for the safety, care, and preservation of the Leased Premises, which shall be effective upon Lessor providing written notice to Lessee of such other rules and regulations. 18. SIGNS AND EXTERIOR LIGHTING. 18.1.

Signs. Lessee shall have the right to erect and maintain on the exterior and interior of the Leased Premises, at Lessee’s sole cost and expense, all signs necessary or appropriate to the conduct of Lessee’s business which are in compliance with the applicable sign ordinances and any required approvals of the City of Boulder. Upon termination of this Agreement, Lessee shall remove all signs erected and maintained by Lessee on the Leased Premises, and Lessee shall repair any and all damage caused by Lessee’s erection, maintenance, or removal of such signs.

18.2.

Exterior Lighting and Fixtures. Lessee shall not install any lighting, plumbing facilities, shades or awnings, amplifiers, or similar devices, or use any advertising medium which may be heard or experienced outside the Leased Premises, including but not limited to loudspeakers, phonographs, or radio broadcasts, without Lessor’s prior written consent.

19. BROKERAGE. 19.1.

Indemnification. Lessee shall indemnify, defend and hold Lessor harmless from and against all costs, expenses, attorneys’ fees, liens and other liability for commissions or compensation claimed by any broker or agent claiming the same, by, through or under Lessee, except if and as provided in this Section 19. The foregoing indemnity shall survive the expiration or earlier termination of this Agreement.

19.2.

Parties’ Brokers. ☒ No Brokers. If this box is checked, neither Lessor nor the Lessee has dealt with any broker or agent in connection with the negotiation or execution of this Agreement.

19.3 Lessor’s Broker Acting as Scrivener. Lessor and Lessee acknowledge that the role of Lessor’s broker in the preparation of this Agreement is limited to that of a scrivener inserting transaction-specific information. Lessor’s broker has not altered this Agreement other than by inserting information in blank spaces and selecting check CAGID Commercial Lease Agreement Form Revised July 2025 Page 27 of 45

EXHIBIT C boxes. Lessor’s broker does not advise the parties as to the effects of such insertions and selections or the meaning of this Agreement. 20. RIGHTS RESERVED BY LESSOR. Lessor shall have the following rights, exercisable without notice and without liability to Lessee for damage or injury to property, persons, or business, and without effecting an eviction, constructive or actual, or disturbance of Lessee’s use or possession of the Leased Premises, or giving rise to any claim for set-off or abatement of Rent, except as otherwise set forth in this Section 20: 20.1.

Inspection. Lessor has the right to inspect the Leased Premises at all reasonable hours and upon reasonable notice and with minimum interference to Lessee’s business. During the last four (4) months of the Term or any Extended Term, Lessor has the right to show the Leased Premises to prospective tenants at reasonable hours, and, if the Leased Premises are vacated, to prepare the Leased Premises for re-occupancy.

20.2.

Keys and Locks. Lessor shall retain at all times and to use in appropriate circumstances keys or other method of entry to all doors within and into the Leased Premises. No locks shall be changed or added by Lessee without prior written consent of Lessor.

21. NOTICES. Notice shall be delivered to the Parties’ contacts listed in Section 1 of this Agreement or to such other persons or addresses as the Parties may designate in writing. All notices required under this Agreement shall be in writing and delivered personally, by email, or by first class certified mail, return receipt requested. If delivered personally, notice shall be deemed given when actually received. If delivered by email, notice shall be deemed given upon full transmission of such notice and confirmation of receipt during regular business hours. If delivered by mail, notice shall be deemed given at the date and time indicated on the return receipt. 22. MISCELLANEOUS. 22.1.

Property Management. Lessor has the right and sole discretion to employ a property manager or contract for property management services (“Property Manager”) for Lessor’s Property. If Lessor retains a Property Manager for Lessor’s Property, such Property Manager shall be Lessor’s authorized agent and may exercise such powers and take such actions on Lessor’s behalf with respect to Lessor’s Property as may be necessary for the performance of Property Manager’s obligations concerning Lessor’s Property.

22.2.

Lessor Entry into Leased Premises. Lessee will permit Lessor, its representatives, or agents to inspect the Leased Premises at any reasonable time to confirm compliance with the terms of this Agreement. Lessee shall ensure that Lessor has, at all times, a key or other method of entry for Lessor’s entry into the Leased Premises. If Lessor CAGID Commercial Lease Agreement Form Revised July 2025 Page 28 of 45

EXHIBIT C discovers, based upon reasonable facts or circumstances, that there is a potential or actual material breach of violation of this Agreement, or if an Emergency Situation exists which, in Lessor’s sole discretion, necessitates Lessor’s access to the Leased Premises, Lessor shall have the right to enter upon and inspect the Leased Premises and take any reasonable action to enforce its rights and obligations under this Agreement. In all cases except an Emergency Situation, Lessor shall give Lessee at least twentyfour (24) hours prior written notice of Lessor’s entry, and such notice shall specify the particular purpose for entering onto the Leased Premises. 22.3.

No Multi-Fiscal Year Obligation. The Parties understand and acknowledge that Lessor is subject to Article X, § 20 of the Colorado Constitution (“TABOR”). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multiple fiscal year direct or indirect debt or obligation within the meaning of TABOR and not withstanding anything in this Agreement to the contrary, all payment obligations of Lessor 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 Lessor 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.

22.4.

Force Majeure. No delay, failure, or default will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, epidemics, pandemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing Party’s reasonable control (collectively, “Force Majeure”). In such event, however, the delayed Party must promptly provide the other Party notice of the Force Majeure. Lessee shall not be excused from liability for delays or non-performance caused by events or conditions within its control nor for delays or non-performance which it could have foreseen and avoided, prevented or significantly ameliorated by exercising reasonable prudence or diligence, nor for any delays or non-performance caused in whole or in part by Lessee itself.

22.5.

Laws to Be Observed. Lessee shall be cognizant of all federal and state laws and local ordinances and regulations that in any manner affect this Agreement and all such orders and decrees of bodies or tribunals having any jurisdiction over the Agreement and shall, at all times, observe and comply with all such existing laws, ordinances, regulations, and decrees, and shall indemnify and hold harmless Lessor against any claim or liability to the extent caused by the intentional or negligent violation of any such law ordinance, regulation, order, or decree, whether by Lessee or by its agents, officers, employees, or invitees.

22.6.

No Mechanic’s Liens. Except as otherwise may be provided in this Agreement, Lessee agrees that it will not cause or permit any claims in the nature of mechanic’s liens for CAGID Commercial Lease Agreement Form Revised July 2025 Page 29 of 45

EXHIBIT C materials or labor placed or used under the terms of this Agreement to be filed or served upon Lessor; and Lessee hereby guarantees to indemnify and save harmless Lessor against any and all such claims for liens which may be filed or asserted against any of the work done hereunder. 22.7.

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, Section 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 Lessor, its departments, institutions, agencies, boards, officials and employees is controlled and limited by the provisions of Section 24-10-101 et seq., C.R.S., as now or hereafter amended.

22.8.

Complete Agreement. This Agreement is intended as the complete integration of all understandings between the Parties. No prior or contemporaneous addition, deletion, or other amendment hereto shall have any force or effect whatsoever, unless embodied herein in writing.

22.9.

Amendment in Writing. No amendment or modification shall be made to this Agreement unless it is in writing and signed by both Parties, except as may be otherwise provided in this Agreement. Neither the course of conduct between the Parties nor any trade practice shall act to modify the provisions of this Agreement except as expressly stated herein.