Resolution 26-12 - Authorizing the Exchange of Real Property and Approving an Agreement.pdf (3,436 KB)

Regular Meeting, April 28, 2026 · item 7.10: Resolution 26-12 Authorizing the Exchange of Real Property and Approving an Agreement · 48 pages

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BOULDER VALLEY SCHOOL DISTRICT NO. RE-2 RESOLUTION 26-12 (Authorizing the Exchange of Real Property and Approving an Agreement) WHEREAS, the BOULDER VALLEY SCHOOL DISRICT NO. RE-2 (“BVSD”) and ROSA, LLC, a Colorado limited liability company (“Rosa”) own real properties that are adjacent to one another and desire to exchange a portion of their properties to further their mutual best interests; and WHEREAS, Rosa is the record owner of that certain real property commonly known as 965 Broadway, Boulder, Colorado and more particularly described in Exhibit A attached hereto (the “Rosa Property”); consisting of (a) Lot 1, Lot 2, and the northern one-half of Lot 3, Block 1, University Park Addition (“Lot 1,” “Lot 2,” and “N1/2 Lot 3,” respectively); and (b) one-half of the width of that portion of that certain alley (the “Vacated Alley”) vacated pursuant to City of Boulder Ordinance No. 1969, a copy of which ordinance was recorded in the Boulder County real property records (the “Official Records”) on December 6, 1972 at Reception No. 46010 (the “Vacation Ordinance”), to the extent that such Vacated Alley is adjacent to the balance of the Rosa Property (the “Vacated Alley (Rosa)”); and WHEREAS, BVSD is the record owner of that certain real property that is: (a) adjacent to the Rosa Property; (b) the other one-half of the width of the Vacated Alley that was vacated by the Vacation Ordinance (the “Vacated Alley (BVSD)”), (c) all of which is commonly known as 956 16th Street; and (d) upon which the University Hill Elementary School and associated parking are located (the “BVSD Property”); and WHEREAS, the BVSD Property includes, in part, that portion thereof that is more particularly described in Exhibit B attached hereto (the “Partial BVSD Property”), which Partial BVSD Property includes, in part, Lot 4 and the southern one-half of Lot 3, Block 1, University Park Addition (“Lot 4” and “S1/2 Lot 3,” respectively); and WHEREAS, pursuant to Section 22-32-110(1)(e), C.R.S., the Board of Education (“Board”) of BVSD hereby determines that the Partial BVSD Property will not be needed within the foreseeable future for any purpose authorized by law and may be exchanged for similarly situated property consisting of the Vacated Alley (Rosa); and WHEREAS, representatives of BVSD and Rosa have engaged in negotiations concerning the exchange of properties resulting in a proposed Agreement attached hereto as Exhibit C (the “Exchange Agreement”); and WHEREAS, pursuant to the Exchange Agreement, BVSD will acquire the Vacated Alley (Rosa) and Rosa will acquire the Partial BVSD Property as depicted on Exhibit D, attached. NOW, THEREFORE, BE IT RESOLVED by the Board of Education as follows: 1.

That the Board hereby expressly authorizes the exchange of the Partial BVSD Property for the Vacated Alley (Rosa) pursuant to the Exchange Agreement

substantially in the form attached as Exhibit C and subject to the conditions contained therein; and 2.

That the Board delegates the authority to each of its President, Vice-President, Superintendent Rob Anderson and/or Assistant Superintendent of Operational Services Rob Price to execute the Exchange Agreement in substantially the form presented at this meeting of the Board, subject to any further non-material modifications approved by BVSD’s designated legal counsel; and

That the Board hereby further authorizes its President, Vice-President, Superintendent Rob Anderson and/or Assistant Superintendent of Operational Services Rob Price to execute all other agreements, instruments, applications, and documents contemplated or required to complete the exchange transaction, subject to approval as to form in each case by BVSD’s designated legal counsel, and to take all other action on behalf of BVSD as may be deemed necessary to complete the exchange of the properties.

IN WITNESS WHEREOF, the Board of Education has adopted this Resolution as of the 28th day of April 2026. Boulder Valley School District No. RE-2 By: Nicole Rajpal President, Board of Education ATTEST: By: ________________ Laura Shafer, Secretary

EXHIBIT A to Agreement Rosa Property

LOTS 1 AND 2, BLOCK 1, AND THE NORTHEASTERLY 1/2 OF LOT 3, BLOCK 1, UNIVERSITY PARK ADDITION TO BOULDER, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE EAST CORNER OF SAID LOT 3; THENCE SOUTHWESTERLY ALONG THE SOUTHEASTERN BOUNDARY LINE OF SAID LOT 3 A DISTANCE OF 25 FEET; THENCE NORTHWESTERLY ALONG THE CENTER LINE OF SAID LOT A DISTANCE OF 125 FEET TO THE NORTHWESTERN BOUNDARY LINE OF SAID LOT; THENCE NORTHEASTERLY ALONG THE NORTHWESTERN BOUNDARY LINE OF SAID LOT A DISTANCE OF 25 FEET; THENCE SOUTHEASTERLY ALONG THE NORTHEASTERN BOUNDARY LINE OF SAID LOT A DISTANCE OF 125 FEET TO THE PLACE OF BEGINNING. TOGETHER WITH THAT PORTION OF VACATED ALLEY ADJACENT TO SAID LOTS AS SET FORTH IN ORDINANCE NO. 1969 RECORDED DECEMBER 6, 1972 UNDER RECEPTION NO. 46010. COUNTY OF BOULDER, STATE OF COLORADO.

EXHIBIT B to Agreement Partial BVSD Property

LOT FOUR (4) AND THE SOUTH HALF OF LOT THREE (3), BLOCK ONE (1), UNIVERSITY PARK ADDITION TO THE CITY OF BOULDER, ACCORDING TO THE RECORDED PLAT THEREOF, SAID SOUTH HALF OF LOT THREE IS MORE PARTICULARLY DESCRIBED AS BEGINNING AT THE SOUTH CORNER OF SAID LOT AND RUNNING THENCE NORTHWESTERLY ALONG THE SOUTHWEST BOUNDARY LINE OF SAID LOT A DISTANCE OF 125 FEET TO THE WEST CORNER OF SAID LOT, AND RUNNING THENCE NORTHEASTERLY ALONG THE NORTHWESTERN BOUNDARY LINE OF SAID LOT A DISTANCE OF 25 FEET, THENCE RUNNING SOUTHEASTERLY ALONG THE CENTER LINE OF SAID LOT, AND PARALLEL WITH THE SOUTHWESTERN BOUNDARY LINE THEREOF, A DISTANCE OF 125 FEET TO THE SOUTHEASTERN BOUNDARY LINE OF SAID LOT, THENCE SOUTHWESTERLY ALONG THE SOUTHEASTERN BOUNDARY LINE OF SAID LOT A DISTANCE OF 25 FEET TO THE PLACE OF BEGINNING. TOGETHER WITH THAT PORTION OF VACATED ALLEY ADJACENT TO SAID LOTS AS SET FORTH IN ORDINANCE NO. 1969 RECORDED DECEMBER 6, 1972 UNDER RECEPTION NO. 46010. COUNTY OF BOULDER, STATE OF COLORADO.

EXHIBIT C AGREEMENT This Agreement (this “Agreement”) is made and entered into effective as of the ____ day of 2026 (the “Effective Date”) by and between ROSA, LLC, a Colorado limited liability company (“Rosa”), and BOULDER VALLEY SCHOOL DISTRICT NO. RE-2, a political subdivision of the State of Colorado (“BVSD”), each a “Party,” and collectively, the “Parties.” Recitals: WHEREAS, Rosa is the record owner of that certain real property commonly known as 965 Broadway, Boulder, Colorado and more particularly described in Exhibit A attached hereto (the “Rosa Property”); WHEREAS, the Rosa Property consists of: (a) Lot 1, Lot 2, and the northern one-half of Lot 3, Block 1, University Park Addition (“Lot 1,” “Lot 2,” and “N1/2 Lot 3,” respectively); and (b) one-half of the width of that portion of that certain alley (the “Vacated Alley”) vacated pursuant to City of Boulder Ordinance No. 1969, a copy of which ordinance was recorded in the Boulder County real property records (the “Official Records”) on December 6, 1972 at Reception No. 46010 (the “Vacation Ordinance”), to the extent that such Vacated Alley is adjacent to the balance of the Rosa Property (the “Vacated Alley (Rosa)”); WHEREAS, BVSD is the record owner of that certain real property that is: (a) adjacent to the Rosa Property; (b) the other one-half of the width of the Vacated Alley that was vacated by the Vacation Ordinance (the “Vacated Alley (BVSD)”), (c) all of which is commonly known as 956 16th Street; and (d) upon which the University Hill Elementary School and associated parking are located (the “BVSD Property”); WHEREAS, the BVSD Property includes, in part, that portion thereof that is more particularly described in Exhibit B attached hereto (the “Partial BVSD Property”), which Partial BVSD Property includes, in part, Lot 4 and the southern one-half of Lot 3, Block 1, University Park Addition (“Lot 4” and “S1/2 Lot 3,” respectively); WHEREAS, Rosa intends to redevelop the Rosa Property (the “Redevelopment”), and in connection therewith, the Parties desire that BVSD convey to Rosa the northern twenty feet of the S1/2 Lot 3 (the “Lot 3 Parcel”); WHEREAS, in relevant part, current conditions on the Rosa Property and Partial BVSD Property include those items set forth below: (a)

the following are located on the S1/2 Lot 3: (i) a number of parking spaces that have been used by BVSD for many years and are accessed only over and across the Rosa Property without the benefit of an express easement therefor (the “BVSD Parking Spaces”); (ii) a retaining wall adjacent to the

(b)

(c)

BVSD Parking Spaces (the “Retaining Wall”); and (c) a storage shed adjacent to the northwestern portion of the Retaining Wall (the “Shed”); there is currently an overhead utility line located on or near the northwestern boundary of Lot 1, Lot 2, and N1/2 Lot 3 and the southeastern boundary of the Vacated Alley (Rosa) (the “OHU”), which OHU is supported, in part, by a utility pole that includes an electrical transformer; and there is an existing vehicular access from and to Broadway (the “Broadway Access”) that spans both the Vacated Alley (Rosa) and the Vacated Alley (BVSD);

WHEREAS, in connection with the Redevelopment, Rosa has, along with BVSD as a coapplicant, submitted to the City of Boulder (the “City”): (a) that certain site review application subject to City Case No. LUR2024-00033 (the “Site Review Application”), which Site Review Application currently concerns: (i) the entirety of the Rosa Property, including the Vacated Alley (Rosa); and (ii) S1/2 Lot 3 and one-half of the width of that portion of the Vacated Alley adjacent thereto; and (b) that certain subdivision application subject to City Case No. LUR2024-00031 (the “Subdivision Application”), which Subdivision Application currently concerns: (i) the entirety of the Rosa Property, including the Vacated Alley (Rosa); and (ii) the Partial BVSD Property; WHEREAS, in connection with the City’s comments to the Site Review Application, which comments are incorporated into the City’s comments to the Subdivision Application, the City commented on the potential closure of the Broadway Access based upon inclusion of portions of the Vacated Alley within the property subject to the Site Review Application; WHEREAS, BVSD’s willingness to enter into this Agreement is specifically conditioned upon the Approvals (defined below) not requiring any permanent change or alteration to the current use of the Broadway Access, as provided herein; and WHEREAS, the Parties desire that Rosa pursue the Redevelopment, and in connection therewith, that: (a)

(b) (c) (d)

(e)

the Parties amend the Site Review Application and the Subdivision Application (collectively, the “Applications”) to remove all portions of the Vacated Alley from the scope thereof, and in connection therewith: (i) eliminate the City’s stated potential trigger for closing the Broadway Access; and (ii) help to facilitate the transfer of the BVSD Parking Spaces to a location on the BVSD Property that is directly accessed over other portions of the BVSD Property; Rosa relocate the Shed, which relocation is necessary to secure approval of the Subdivision Application (the “Subdivision Approval”); Rosa convey the Vacated Alley (Rosa) to BVSD so that BVSD has ownership of the entirety of Broadway Access; BVSD convey the Lot 3 Parcel to Rosa in connection with both: (i) allowing for the Redevelopment as currently contemplated; and (ii) further facilitating the relocation of the BVSD Parking Spaces as noted above; Subject to Article 5 below, Rosa may undertake certain activities, including:

•

(f)

undergrounding the existing OHU and installing a new electrical transformer, all within the Vacated Alley; • demolishing a portion of the Retaining Wall, constructing a new portion of the Retaining Wall, and reconstructing structurally unsound portions of the existing Retaining Wall, if any; and • constructing a new fence located on top of the Retaining Wall; and BVSD grant certain rights to Rosa related to the forgoing, all as further set forth herein. Agreement:

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the foregoing recitals incorporated by this reference, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agree, the Parties hereby agree, as follows: 1.

Applications.

1.1 As soon as is practicable following the Effective Date, Rosa shall undertake, at its sole cost and expense, all actions reasonably necessary to either amend the Applications or resubmit the Applications such that, as a result: (a) the property subject to the Site Review Application shall include only Lot 1, Lot 2, N1/2 Lot 3, and S1/2 Lot 3; and (b) the property subject to the Subdivision Application shall include only: Lot 1, Lot 2, N1/2 Lot 3, S1/2 Lot 3, and Lot 4. For purposes of clarity, following the modifications described in the preceding sentence, neither of the Applications shall concern any portion of the Vacated Alley. Rosa shall, at its sole cost and expense, otherwise modify the Applications as may be necessary as a result of the revisions described in balance of this Section 1.1. 1.2 Rosa shall: (a) be the main point of contact with the City regarding the Applications; (b) provide the proposed Applications to BVSD for its review and approval prior to submittal to the City which approval will not be unreasonably withheld or delayed; (c) keep BVSD reasonably informed regarding the substance and status of the Applications, and in connection therewith, include BVSD on all submissions and substantive correspondence with the City concerning the Applications; and (d) consider and incorporate BVSD’s reasonable comments with respect to those aspects of the Subdivision Application that may impact BVSD. 1.3 BVSD shall reasonably cooperate with Rosa regarding Rosa’s pursuit of the amended/resubmitted Applications pursuant to this Article 1 and shall, subject to Section 3.2 below, execute all documents required in connection therewith. 2.

Relocation of Shed.

2.1 The new property line contemplated in the Subdivision Application would run through the Shed in its location as of the Effective Date. The City has therefore indicated that relocation of the Shed will be required prior to issuance of the Subdivision Approval.

2.2 Accordingly, no later than twenty-one (21) days after the Effective Date, BVSD shall identify, in writing, a location on the BVSD Property to which the Shed shall be moved, which new location shall: (a) not preclude the issuance of the Subdivision Approval; and (b) be in relative proximity to the Shed’s current location. 2.3 Rosa shall, at its sole cost and expense, move the Shed to the new location identified by BVSD in accordance with Section 2.2 above (the “Shed Relocation Work”). The Shed Relocation Work shall be completed within 180 days following the later of (i) receipt of the notice from BVSD as provided in Section 2.2, and (ii) receipt of reasonable confirmation from the City that the new location of the Shed will not preclude the issuance of the Subdivision Approval. Rosa shall use commercially reasonable efforts to maintain the structural integrity of the Shed and not unreasonably damage the Shed in connection with its relocation, but the Parties acknowledge and agree that: (a) the inherent nature of the Shed itself may cause it to be damaged as a result of such relocation, notwithstanding Rosa’s reasonable efforts to the contrary; and (b) Rosa shall not be responsible for damage to the Shed so long as it satisfies its obligations pursuant to this Section 2.3. 2.4 In the event that Rosa damages any portion of the BVSD Property in connection with relocating the Shed, Rosa shall, at its sole cost and expense, restore the relevant portion of the BVSD Property to the condition in which it existed immediately prior to such damage. 2.5 BVSD hereby grants Rosa a temporary license over, across, under, and through such portion of the BVSD Property as may be reasonably necessary for Rosa to satisfy its obligations pursuant to this Article 2. The term of such license shall commence upon BVSD’s provision of written notice regarding the new Shed location and shall terminate upon Rosa’s completion of such relocation. Rosa will or will cause its contractors to notify BVSD at least two (2) business days before commencing any Shed Relocation Work on the BVSD Property in connection with the Shed Relocation Work and will conduct all Shed Relocation Work in a manner consistent with the Work Coordination Provisions (defined in Section 5.3 below). 3. Contingency. Notwithstanding anything in this Agreement to the contrary, this Agreement and the Parties’ rights and obligations pursuant hereto are subject to the provisions of this Article 3. 3.1

Termination Rights – Rosa.

3.1.1 For purposes hereof, the “Final Approvals Date” shall mean the date upon which the City has issued the Subdivision Approval and a written approval of the Site Review Application (the “Site Review Approval”) and neither of them (collectively, the “Approvals”) is subject to any call-up or appeals periods or any further adjudication by the City. At any time prior to the Final Approvals Date, Rosa may unilaterally terminate this Agreement by provision of written notice to BVSD regarding the same. Rosa shall provide notice to BVSD pursuant to Article 9 herein of the Final Approvals Date no later than five (5) business days after the occurrence thereof.

3.1.2 In the event that the City issues both Approvals and the form or substance of either of the Approvals (including, without limitation, the conditions thereto and the subdivision agreement required in connection with the Subdivision Approval) is unacceptable to Rosa in its reasonable discretion, then Rosa may terminate this Agreement by provision of written notice to BVSD no later than the day that is ten (10) business days after the Final Approvals Date (the “Outside Termination Date”). 3.2 Termination Rights – BVSD. In the event that, in connection with one or both of the Approvals, the City requires: (a) the closing of the Broadway Access or any portion thereof, or (b) any modification which, in the reasonable opinion of BVSD, negatively impacts use of the Broadway Access by BVSD and its invitees for the purpose of ingress and egress to and from the BVSD Property, then BVSD may terminate this Agreement by provision of written notice to Rosa no later than the Outside Termination Date. For purposes hereof, the mere undergrounding of the OHU and placement of the new transformer where indicated in the Applications will not constitute a modification that impacts use of the Broadway Access for purposes of this Section 3.2. 3.3 Termination Rights – Effect. In the case of a timely provision of a termination notice in accordance with the terms of this Article 3, the other Party shall join in the withdrawal of the remaining Application(s) and the execution of documents related thereto, and thereafter, this Agreement shall otherwise terminate and neither Party shall have any continuing or further obligation pursuant hereto. 4. Property Conveyances. Following the Outside Termination Date, Rosa shall convey the Vacated Alley (Rosa) to BVSD, and BVSD shall convey the Lot 3 Parcel to Rosa, each in accordance with the terms of this Article 4. 4.1

Conveyance of Vacated Alley (Rosa).

4.1.1 Title. Land Title Guarantee Company, on behalf of Old Republic National Title Insurance Company (the “Title Company”), has issued that certain [date] ALTA Commitment No. [number] with an effective date of [month] [day], 2025 with respect to the Vacated Alley (Rosa) (the “Vacated Alley (Rosa) Commitment”). Those exceptions to title enumerated in Schedule B-II of the Vacated Alley (Rosa) Commitment, together with all exceptions added to the Vacated Alley (Rosa) Commitment prior to the Closings which are approved by BVSD, shall be referred to herein as the “Vacated Alley (Rosa) Permitted Exceptions.” 4.1.2

Purchase Price. The purchase price for the Vacated Alley (Rosa) shall be

$100.00. 4.1.3 Deed. Rosa shall convey the Vacated Alley (Rosa) pursuant to a special warranty deed that is: (a) subject to only the Vacated Alley (Rosa) Permitted Exceptions; and (b) otherwise in the form attached hereto as Exhibit C (the “Vacated Alley (Rosa) Deed”). 4.1.4 Taxes. Real property taxes shall be prorated through the closing of the conveyance of the Vacated Alley (Rosa) from Rosa to BVSD (the “Vacated Alley (Rosa)

Closing”), and such proration shall apply to the amount determined, as follows: the general real estate taxes for the entirety of the Rosa Property in the year of the Vacated Alley (Rosa) Closing based upon the most recent mill levy and most recent assessed valuation of the Rosa Property, multiplied by a fraction, the numerator of which shall be the square footage of the Vacated Alley (Rosa), and denominator of which shall be the square footage of the entirety of the Rosa Property. Because the Vacated Alley (Rosa) will become exempt from the levy and collection of property taxes on the date of the Vacated Alley (Rosa) Closing, the Title Company will cause the prorated taxes collected from Rosa to be paid to the Boulder County Treasurer at the time of the Vacated Alley (Rosa) Closing in accordance with § 39-3-131, C.R.S. The Boulder County Treasurer is required to accept payment of property taxes levied on such property for the current taxable year as provided in that section. In the event the Boulder County Assessor or Treasurer does not accept the calculation of taxes above, either before or after Closing, Rosa will pay or recover any difference in that calculation to or from the Treasurer. 4.2

Conveyance of Lot 3 Parcel.

4.2.1 Title. The Title Company has issued that certain [date] ALTA Commitment No. [number] with an effective date of [month] [day], 2025 with respect to the future “Lot 1A,” which Lot 1A includes, in part, the Lot 3 Parcel (the “Lot 1A Commitment”). Those exceptions to title enumerated in Schedule B-II of the Lot 1A Commitment that, as indicated in the Lot 1A Commitment, affect the Lot 3 Parcel portion thereof, together with all exceptions added to the Lot 1A Commitment prior to the Closings which are approved by Rosa, shall be referred to herein as the “Lot 3 Parcel Permitted Exceptions.” 4.2.2

Purchase Price.

The purchase price for the Lot 3 Parcel shall be

$25,000.00. 4.2.3 Deed. BVSD shall convey the Lot 3 Parcel to Rosa pursuant to a special warranty deed that is: (a) subject to only the Lot 3 Parcel Permitted Exceptions; and (b) otherwise in the form attached hereto as Exhibit D (the “Lot 3 Parcel Deed”). 4.2.4 Taxes. As a political subdivision of the State of Colorado, the Lot 3 Parcel is and has been exempt from real property taxes. As a result, no real property taxes shall be prorated through the closing of the conveyance of the Lot 3 Parcel from BVSD to Rosa (the “Lot 3 Parcel Closing”). Since BVSD is a political subdivision of the State of Colorado, the conveyance of the Lot 3 Parcel will be exempt from a documentary fee at the Lot 3 Parcel Closing in accordance with § 39-13- 104(1)(a), C.R.S. 4.3

Closings.

4.3.1 Timing/Conditional Nature. The Vacated Alley (Rosa) Closing and the Lot 3 Parcel Closing (collectively, the “Closings”) shall: (a) take place simultaneously on a date to which the Parties mutually agree and that is no later than thirty (30) days after the Outside Termination Date; and (b) shall each be conditioned upon the occurrence of the other.

4.3.2 Closings Documents. The Parties shall cooperate with the Title Company and shall execute and deliver such customary documents as may be required by the Title Company in connection with completing the Closings. 4.3.3 Title Insurance. Rosa shall cause the Title Company to issue the relevant title insurance policy to BVSD as soon as practicable after the Vacated Alley (Rosa) Closing (the “BVSD Policy”). BVSD shall cause the Title Company to issue the relevant title insurance policy to Rosa as soon as practicable after the Lot 3 Parcel Closing (the “Rosa Policy”). 4.3.4 Closings Costs. Rosa shall be solely responsible for costs related to: (a) issuance of the BVSD Policy; (b) release of monetary encumbrances against the Vacated Alley (Rosa); (c) recording fees related to the Lot 3 Parcel Deed; and (d) BVSD’s attorney’s fees incurred on or after May 20, 2025 and up through and including the date of the Closings related to the negotiation and execution of this Agreement and its exhibits. BVSD shall be responsible for costs related to: (x) issuance of the Rosa Policy; (y) release of monetary encumbrances against the Lot 3 Parcel; and (z) recording fees related to the Vacated Alley (Rosa) Deed. Each of the Parties shall be responsible for one-half of the cost of the Title Company’s closing services fee, and such other costs as may be customary. 5. Work. The work subject to the Applications, as such work may be amended pursuant to the Approvals, is referred to herein as the “Work.” The Work currently includes, among other scopes, Utilities Work, the Adjacent Work, and the Retaining Wall/Fence Work (as those terms are defined below). 5.1

Utilities Work and Adjacent Work.

5.1.1 Utilities Work. The Vacation Ordinance reserved a utility easement in favor of the City across the Vacated Alley (the “City Easement”). The Applications contemplate Rosa undertaking the following work after receipt of the Approvals: (a) eliminating the OHU (and in connection therewith, the existing utility poles and the existing transformer); and in lieu thereof (b) installing new underground utility lines and locating a new transformer at grade, each within the City Easement in a location approved by both Parties in accordance with Section 1.2 above (collectively, the “Utilities Work”). 5.1.2 Adjacent Work. For purposes hereof, the “Adjacent Work” shall mean that portion of the Work regarding which Rosa will need to access the Rosa Property via the Broadway Access and temporarily locate certain vehicles, equipment, and materials therein. 5.1.3 Temporary Construction Easement. Concurrently with the Closing, BVSD shall grant to Rosa a temporary construction easement over, across, under, and through such portion of the BVSD Property as may be reasonably necessary for Rosa to complete the Utilities Work and Adjacent Work pursuant to BVSD’s execution of that certain Temporary Construction Easement in the form attached hereto as Exhibit F (the “Temporary Construction Easement”). Following execution of the Temporary Construction Easement and recordation in the Official Records, and in coordination with Rosa undertaking the balance of the Work, Rosa

shall also undertake, at its sole cost and expense, the Utilities Work to the extent required by, and as the same may have been amended pursuant to, the Approvals.

5.2 Retaining Wall/Fence Work. For purposes hereof, the “Retaining Wall/Fence Work”) shall mean that scope of work described in Sections 5.2.1 – 5.2.4 below. 5.2.1 Demolition of Portion of Retaining Wall. The Site Review Application currently contemplates the removal of a portion of the Retaining Wall generally in the location depicted on Exhibit E attached hereto (the “Partial Retaining Wall Demo”). In connection with undertaking the Work, Rosa shall, at its sole cost and expense, complete the Partial Retaining Wall Demo to the extent required by, and as the same may have been amended pursuant to, the terms of the Approvals. 5.2.2 Construction of New Portion of Retaining Wall. The Site Review Application currently contemplates the construction of a new extension to the Retaining Wall generally in the location depicted on Exhibit E (the “New Retaining Wall Extension”). In connection with undertaking the Work, Rosa shall, at its sole cost and expense, complete the construction of the New Retaining Wall Extension to the extent required by, and as the same may have been amended pursuant to, the terms of the Approvals. Rosa will or will cause its contractors to notify BVSD at least two (2) business days before commencing any work on the New Retaining Wall Extension. 5.2.3 Reconstruction of Structurally Unsound Portions of Retaining Wall. In connection with undertaking the Work, Rosa shall engage a properly-licensed consultant (the “Consultant”) to review the structural integrity of that portion of the Retaining Wall existing on the Effective Date, less that portion subject to the Partial Retaining Wall Demo (the “Existing Retaining Wall”). Rosa shall provide a copy of any written report(s), estimates, and/or recommendation(s) prepared by the Consultant concerning the Existing Retaining Wall to BVSD at least five (5) business days prior to reconstruction of the unsound portions of the retaining wall. In the event that the Consultant determines that any portion of the Existing Retaining Wall is structurally unsound and in need of replacement, Rosa shall, at its sole cost and expense, replace that particular portion of the Retaining Wall with a new wall that complies with applicable City codes and the Approvals. 5.2.4 Construction of Fence on Retaining Wall. The Site Review Application currently contemplates the construction of a new fence on top of the Retaining Wall (the “Retaining Wall Fence”). The design of the Retaining Wall Fence shall be subject to prior written approval by BVSD which shall not be unreasonably withheld, conditioned, or delayed. In connection with undertaking the Work, Rosa shall, at its sole cost and expense, complete the construction of the Retaining Wall Fence to the extent required by, and as the same may have been amended pursuant to, the terms of the Approvals. 5.2.5 Maintenance of Retaining Wall and Retaining Wall Fence. The Parties agree that: (a) the Retaining Wall and Retaining Wall Fence shall be maintained in a structurally-

sound and first-class manner; and (b) the Parties’ rights and obligations with respect to such maintenance are set forth in that certain Retaining Wall and Fence Easement, the general form of which is attached hereto as Exhibit G (the “Retaining Wall/Fence Easement”).

5.2.6

Retaining Wall/Fence Easement.

5.2.6.1 As currently contemplated in the Applications, following completion of the undertakings described in Sections 5.2.1 – 5.2.4 above: (a) a portion of the Retaining Wall will be located entirely on the Rosa Property: (b) a portion of the Retaining Wall (including the New Retaining Wall Extension) will be located entirely on the BVSD Property; and (c) a portion of the Retaining Wall will be located on both the Rosa Property and the BVSD Property. 5.2.6.2 Concurrently with the Closings, BVSD shall execute and record in the Official Records the Retaining Wall/Fence Easement, thereby: (a) granting Rosa certain easement and related rights necessary to undertake its obligations with respect to the Retaining Wall/Fence Work; and (b) further establishing the Parties’ related maintenance, repair, and replacement obligations with respect thereto. 5.2.6.3 Following execution of the Retaining Wall/Fence Easement, in the event of any conflict between this Agreement and the Retaining Wall/Fence Easement, the Retaining Wall/Fence Easement shall control. 5.3 Work Coordination Provisions. The provisions in this Section 5.3 are referred to herein as the “Work Coordination Provisions” and shall apply to the Shed Relocation Work, and all Work. 5.3.1 Traffic Flow to be Maintained. BVSD's traffic typically enters the BVSD Property from the west entrance off of 16th Street, continues south and east through the parking lot located on the north side of the BVSD Property, and terminates with vehicles exiting the BVSD Property to the east onto Broadway or continuing south through BVSD’s parking lot and onto 17th Street. This established circulation pattern is essential to school operations and student safety. Accordingly, without the prior written approval of BVSD, , during the school year, which shall extend from the first day of the second week of August through Memorial Day of each calendar year unless and until BVSD notifies Rosa in writing of different dates, Rosa shall ensure, and shall require its contractors to ensure, that neither the Shed Relocation Work, nor the Work, shall impede the traffic flow described above on those portions of weekdays that are not school holidays, as follows: (a) before 3:00 p.m. on all weekdays except Wednesdays; and (b) after 8:00 a.m. and before 3:00 p.m. on Wednesdays, unless and until BVSD notifies Rosa in writing of different times. 5.3.2 Liquidated Damages. It is understood and agreed that Rosa’s and its contractors’ compliance with Section 5.3.1 above is a matter of vital necessity to BVSD, that BVSD will suffer substantial harm and damages if Rosa and its contractors do not so comply, and

that it would not be possible to accurately determine the amount of such damages. In view of these facts, Rosa agrees to pay BVSD liquidated damages in the amount of $1,000 for each day or partial day, if any, in which Rosa or its contractors violate the obligations with respect to traffic flow pursuant to Section 5.3.1 above. 5.4 Other Provisions Relating to the Work. Notwithstanding any contrary term of this Agreement, Rosa shall have no obligation to perform the Work or the Shed Relocation Work if the Approvals do not require completion of the Work or the Shed Relocation Work in connection with redevelopment of the Rosa Property. Rosa shall not be contractually or otherwise obligated to perform the Work or the Shed Relocation Work for the benefit of BVSD, and BVSD shall have no claim against Rosa for performance of the Work or the Shed Relocation Work if Rosa elects not to redevelop the Rosa Property. 6. Insurance. Rosa shall obtain and maintain, and cause its and contractors accessing the BVSD Property to obtain and maintain, with respect to accessing or conducting any Shed Relocation Work or Work on the BVSD Property, general liability insurance (and in the case of Rosa’s contractors, workers’ compensation insurance) written on an “occurrence” basis in an amount not less than $1,000,000 per occurrence/$2,000,000 aggregate covering claims for bodily injury, death or property damage and products and completed operations. BVSD shall be named as an additional insured under the liability insurance policy and the policy shall contain a waiver of subrogation in favor of BVSD. Rosa shall provide evidence of such insurance to BVSD upon BVSD’s request. 7. Indemnification. Rosa will release, indemnify, protect, defend (with counsel reasonably acceptable to Rosa and BVSD) and hold harmless BVSD and the BVSD Property from and against any mechanics’, materialmen’s, designers’ or other liens arising out of or relating to any Shed Relocation Work or Work performed by or on behalf of Rosa on the BVSD Property. If any such lien or Notice of Claim is filed or recorded and Rosa does not, within fifteen (15) days after receipt of written notice from BVSD regarding such filing or recordation, release the same of record or provide BVSD with a bond or other surety satisfactory to BVSD protecting BVSD and the BVSD Property against such lien, Rosa may cause such lien to be released by any means BVSD deems proper, including, but not limited to, paying the claim giving rise to the lien or posting security to cause the discharge of the lien. In such event, Rosa will reimburse BVSD for all amounts BVSD pays (including, without limitation, reasonable attorneys' fees and costs of settling such claims) within thirty (30) days after receipt of documented invoice therefor. Notwithstanding the foregoing, with respect to the Retaining Wall/Fence Work, the indemnity described in this Article 7 shall only apply to the initial construction of the Retaining Wall/Fence Work. 8.

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9. Notice. All notices required or permitted to be given pursuant to this Agreement shall be in writing and delivery shall be made by: (a) personal delivery, in which case, the notice shall be deemed delivered on the date of such personal delivery or upon refusal of receipt; (b) certified mail, return receipt requested, postage prepaid, in which case, the notice shall be deemed delivered on the third business day after the date postmarked; (c) nationally-recognized overnight courier service, next day delivery, prepaid, in which case, the notice shall be deemed delivered on the date indicated on the delivery receipt therefor or upon refusal of receipt; or (d) e-mail transmission,

provided that an original of said transmission shall be sent no later than the next business day to the addressee by some other method permitted in this Article 9, in each case, to the Parties, as follows, which information may be changed by written notice given by one Party to the other from time to time:

10.

to Rosa:

Rosa, LLC Attn.: Keenan Fitzpatrick 3737 South Ogden Street Englewood, Colorado 80113 Email: keenfitz@gmail.com

with a copy to:

Packard and Dierking, LLC Attn.: Brad R. Curl 2595 Canyon Boulevard, Suite 200 Boulder, Colorado 80302 Email: brad@packarddierking.com

to BVSD:

Boulder Valley School District No. RE-2 Attn.: Assistant Superintendent of Operational Services 6500 Arapahoe Road Boulder, Colorado 80303 Email: rob.price@bvsd.org

with a copy to:

Caplan & Earnest Attn.: Richard E. Bump and Kristin Edgar 3107 Iris Avenue, Suite 100 Boulder, Colorado 80301 Email: RBump@celaw.com

Miscellaneous.

10.1 Entire Agreement. This Agreement embodies the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all other agreements, understandings, representations, and communications, whether written or oral, between the Parties with respect to the subject matter of this Agreement. 10.2 Amendment or Modification. This Agreement may be amended or modified only if such amendment or modification is set forth in a written instrument executed by both Parties. No prior course of dealing or performance between the Parties, nor any trade usage or industry custom, will be deemed effective to modify, amend, or discharge any part of this Agreement or any rights or obligations of either Party by reason of this Agreement. 10.3 Waiver. No right of either Party or provision of this Agreement may be waived or shall be deemed to have been waived, unless such waiver is set forth in a writing executed by the Party against whom such waiver is sought to be enforced. No waiver of any right or provision of

this Agreement on any one occasion shall be deemed to be a continuing waiver of such right or provision on any future occasions. 10.4 Assignment. Neither Party may assign its rights or delegate its duties pursuant to this Agreement without the prior written consent of the other Party, not to be unreasonably withheld, conditioned, or delayed; provided, however, that either Party may assign this Agreement to a subsequent purchaser of the Rosa Property or the BVSD Property, as appropriate, to the extent that such third party agrees to assume and be bound by the terms hereof. The terms and conditions of this Agreement shall inure to the benefit of, and be binding upon, the respective successors and assigns of the Parties approved in accordance with this Section 10.4. 10.5 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 10.6 Attorney’s Fees. In the event any action is commenced to enforce the terms of this Agreement or the obligations of the Parties pursuant hereto, the prevailing Party in any such action shall be awarded its costs and expenses, including reasonable attorneys’ fees through all appeals, in addition to any other remedy awarded in such action. 10.7 Counterparts/Electronic Signatures. This Agreement may be executed in multiple counterparts and each such counterpart shall be deemed to be an original instrument for all purposes, but all such counterparts together shall constitute one instrument. Facsimile and electronic signatures shall have the same force and effect as original signatures. 10.8 Survival. The provisions contained in Articles 5, 6, 7, and 8 of this Agreement shall survive the Closings and continue to bind the Parties’ successors and assigns. 10.9

Recordation. This Agreement shall be recorded in the Official Records.

(signatures on following page)

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the Effective Date.

ROSA: ROSA, LLC, a Colorado limited liability company By:

BellaRM, LLC, a Colorado limited liability company, its Manager By:

Bella Group, LLC, a Colorado limited liability company, its Manager By: Keenan Fitzpatrick, Manager

BVSD: BOULDER VALLEY SCHOOL DISTIRCT NO. RE-2, a political subdivision of the State of Colorado By: Nicole Rajpal, Board President

EXHIBIT A to Agreement Rosa Property

EXHIBIT B to Agreement Partial BVSD Property

EXHIBIT C to Agreement Vacated Alley (Rosa) Deed

(attached)

EXHIBIT D to Agreement Lot 3 Parcel Deed

(attached)

EXHIBIT E to Agreement Retaining Wall

EXHIBIT F to Agreement Temporary Construction Easement

(attached)

TEMPORARY CONSTRUCTION EASEMENT AGREEMENT THIS TEMPORARY CONSTRUCTION EASEMENT AGREEMENT (this “Temporary Easement Agreement”) is made and entered into as of the _______ day of ___________, 2026 (the “Effective Date”), by and between, BOULDER VALLEY SCHOOL DISTRICT NO. RE-2, a public school district and political subdivision of the State of Colorado whose address is 6500 Arapahoe Road, Boulder, Colorado 80301 (“BVSD”), and ROSA, LLC, a Colorado limited liability company, whose address is 3737 South Ogden Street, Englewood, Colorado 80113 (“Rosa”). BVSD and Rosa are sometimes referred to herein individually as a “Party” or collectively as the “Parties”. Recitals: WHEREAS, Rosa is the record owner of that certain real property commonly known as 965 Broadway, Boulder, Colorado and more particularly described in Exhibit A attached hereto (the “Rosa Property”); WHEREAS, BVSD is the record owner of that certain real property: (a) that is adjacent to the Rosa Property and commonly known as 956 16th Street; and (b) upon which the University Hill Elementary School and associated parking are located, all as more particularly described in Exhibit B attached hereto (the “BVSD Property”); WHEREAS, the BVSD Property includes a portion of that certain alley that was vacated pursuant to City of Boulder Ordinance No. 1969 (the “Vacation Ordinance”), a copy of which Vacation Ordinance was recorded in the Boulder County real property records (the “Official Records”) on December 6, 1972 at Reception No. 46010 (the “Vacated Alley – BVSD”); WHEREAS, there is an existing vehicular access from and to Broadway that is located generally within the Vacated Alley – BVSD (the “Broadway Access”); and WHEREAS, the Parties desire that Rosa redevelop the Rosa Property, and in connection therewith: (a) Rosa has, along with BVSD as a co-applicant, submitted to the City of Boulder: (i) that certain site review application subject to City Case No. LUR2024-00033; and (ii) that certain subdivision application subject to City Case No. LUR2024-00031 (collectively, the “Applications”); and (b) Rosa desires to obtain from BVSD, and BVSD is willing to grant to Rosa, a temporary construction easement over, across, under and through the BVSD Property in connection with Rosa undertaking the Permitted Activities, as hereinafter defined, in accordance with the terms and conditions set forth herein.

Agreement: NOW, THEREFORE, in consideration of the foregoing recitals, incorporated herein by this reference, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, BVSD and Rosa agree as follows: 1. Grant of Temporary Construction Easement. BVSD hereby grants to Rosa, for the benefit of Rosa and its agents, contractors, successors and assigns, a non‐exclusive temporary construction easement (hereinafter the “Temporary Construction Easement”) over, across, under, and through such portion of the BVSD Property as may be reasonably necessary for Rosa to undertake and complete the Utilities Work and Adjacent Work, as defined in Sections 1.1 and 1.2 below, respectively (collectively, the “Permitted Activities”). 1.1 Utilities Work. The Vacation Ordinance reserved a utility easement in favor of the City of Boulder across the Vacated Alley – BVSD (the “City Easement”). The Applications contemplate Rosa undertaking, at its sole cost and expense, the following work: (a) eliminating the overhead utility line located on or near the northwestern boundary of the Rosa Property, and the southeastern boundary of the Vacated Alley – BVSD (the “OHU”) (and in connection therewith, the existing utility poles and the existing transformer); and in lieu thereof (b) installing new underground utility lines and locating a new transformer at grade, each within the City Easement and as generally depicted in the Applications (collectively, the “Utilities Work”). 1.2 Adjacent Work. For purposes hereof, the “Adjacent Work” shall mean that portion of the work subject to the Applications and located on the Rosa Property regarding which Rosa will need to access the Rosa Property via the Broadway Access and temporarily locate certain vehicles, equipment, and materials therein. For purposes of clarification, the Permitted Activities shall not include any work performed on the Rosa Property itself, but rather, those activities on the BVSD Property that are reasonably necessary in connection with undertaking the Adjacent Work. 2. Term. The Temporary Construction Easement shall commence on the Effective Date and shall expire on the day upon which the first of the following shall occur: (a) Rosa secures all necessary permits, approvals, authorizations, and sign-offs related to the completion of both the Utilities Work and the Adjacent Work; and (b) the “Outside Expiration Date,” which for purposes hereof, shall mean the day that is three (3) years after the Effective Date. The Temporary Construction Easement shall not be extended beyond the Outside Expiration Date without the prior written consent of BVSD. 3. Conduct of Permitted Activities / Covenants of Rosa. In exercising the rights granted hereunder, using the Temporary Construction Easement, and undertaking the Permitted Activities, Rosa agrees to each of the following covenants: 3.1 Rosa’s Cost. All Permitted Activities shall be performed at Rosa’s sole cost and expense and the Utilities Work, if undertaken by Rosa, shall be completed in a prompt, good, and workmanlike manner.

3.2 Notice. Rosa will notify or will cause its contractors to notify BVSD at least two (2) business days before first commencing any Permitted Activities on the BVSD Property. 3.3 Compliance with Law. Rosa shall comply with all applicable laws, rules and ordinances of all governmental entities having jurisdiction over the Permitted Activities in exercising its rights granted hereunder and shall obtain all permits and approvals required by all applicable governmental or quasi-governmental entities prior to undertaking the Permitted Activities. 3.4 Restoration. Insofar as practicable, and to the extent that Rosa or any of its agents or contractors damages the same, Rosa shall restore the surface of the ground of the BVSD Property, irrigation systems, landscaping, walkways and any other improvements on the BVSD Property to the condition in which such items existed immediately prior to Rosa having undertaken the Permitted Activities. 4. Permitted Activities Coordination Provisions. The provisions in this Section 4 shall apply to the Permitted Activities. 4.1 Traffic Flow to be Maintained. BVSD's traffic typically enters the BVSD Property from the west entrance off of 16th Street, continues south and east through the parking lot located on the north side of the BVSD Property, and terminates with vehicles exiting the BVSD Property to the east onto Broadway or continuing south through BVSD’s parking lot and onto 17th Street. This established circulation pattern, together with the Broadway Access, are essential to school operations and student safety. Accordingly, without the prior written approval of BVSD, during the school year, which shall extend from the first day of the second week of August through Memorial Day of each calendar year unless and until BVSD notifies Rosa in writing of different dates, Rosa shall ensure, and shall require its contractors to ensure, that the Permitted Activities shall not impede the traffic flow described above on those portions of weekdays that are not school holidays, as follows: (a) before 3:00 p.m. on all weekdays except Wednesdays; and (b) after 8:00 a.m. and before 3:00 p.m. on Wednesdays, unless and until BVSD notifies Rosa in writing of different times. 4.2 Liquidated Damages. It is understood and agreed that Rosa’s and its contractors’ compliance with Section 4.1 above is a matter of vital necessity to BVSD, that BVSD will suffer substantial harm and damages if Rosa and its contractors do not so comply, and that it would not be possible to accurately determine the amount of such damages. In view of these facts, Rosa agrees to pay BVSD liquidated damages in the amount of $1,000 for each day or partial day, if any, in which Rosa or its contractors violate the obligations with respect to traffic flow pursuant to Section 4.1 above. 5. Insurance and Indemnification against Claims Rosa shall obtain and maintain, and cause its and contractors accessing the BVSD Property to obtain and maintain, with respect to accessing or conducting any Permitted Activities on the BVSD Property, general liability insurance (and in the case of Rosa’s contractors, workers’ compensation insurance) written on an “occurrence” basis in an amount not less than $1,000,000 per occurrence/$2,000,000 aggregate

covering claims for bodily injury, death or property damage and products and completed operations. BVSD shall be named as an additional insured under the liability insurance policy and the policy shall contain a waiver of subrogation in favor of BVSD. Rosa shall provide evidence of such insurance to BVSD upon BVSD’s request. To the extent not covered by insurance required in this Section 5, Rosa shall indemnify and hold BVSD and its directors, agents, and employees harmless from and against all liabilities, costs, and expenses, including attorneys’ fees, arising out of, involving, or in connection with any death, personal injury or property damage, to the extent caused by Rosa’s or its contractor’s acts or omissions in connection with the Permitted Activities. This specific indemnification by Rosa is in addition to and not in lieu of other remedies that may be available to BVSD. 6. Indemnification against Liens Rosa will release, indemnify, protect, defend (with counsel reasonably acceptable to Rosa and BVSD) and hold harmless BVSD and the BVSD Property from and against any mechanics’, materialmen’s, designers’ or other liens arising out of or relating to any Permitted Activities undertaken by or on behalf of Rosa on the BVSD Property. If any such lien or Notice of Claim is filed or recorded and Rosa does not, within fifteen (15) days after receipt of written notice from BVSD regarding such filing or recordation, release the same of record or provide BVSD with a bond or other surety satisfactory to BVSD protecting BVSD and the BVSD Property against such lien, Rosa may cause such lien to be released by any means BVSD deems proper, including, but not limited to, paying the claim giving rise to the lien or posting security to cause the discharge of the lien. In such event, Rosa will reimburse BVSD for all amounts BVSD pays (including, without limitation, reasonable attorneys' fees and costs of settling such claims) within thirty (30) days after receipt of documented invoice therefor. 7. Default. In the event that a Party fails or neglects to perform its obligations pursuant to this Temporary Easement Agreement and: (a) such failure or neglect is not cured within ten (10) business days after the non-defaulting Party’s delivery of written notice of such failure or neglect; or (b) in the case of any failure or neglect that is not curable within that timeframe, the defaulting Party fails to commence such cure within ten (10) business days after receipt of written notice of such failure or neglect or fails to thereafter diligently pursue the completion of such cure, the non-defaulting Party shall be entitled to all remedies at law and in equity. 8. Notice. All notices required or permitted to be given pursuant to this Temporary Easement Agreement shall be in writing and delivery shall be made by: (a) personal delivery, in which case, the notice shall be deemed delivered on the date of such personal delivery or upon refusal of receipt; (b) certified mail, return receipt requested, postage prepaid, in which case, the notice shall be deemed delivered on the third business day after the date postmarked; (c) nationallyrecognized overnight courier service, next day delivery, prepaid, in which case, the notice shall be deemed delivered on the date indicated on the delivery receipt therefor or upon refusal of receipt; or (d) e-mail transmission, provided that an original of said transmission shall be sent no later than the next business day to the addressee by some other method permitted in this Article 8, in each case, to the Parties, as follows, which information may be changed by written notice given by one Party to the other from time to time:

to Rosa:

Rosa, LLC Attn.: Keenan Fitzpatrick 3737 South Ogden Street Englewood, Colorado 80113 Email: keenfitz@gmail.com

with a copy to:

Packard and Dierking, LLC Attn.: Brad R. Curl 2595 Canyon Boulevard, Suite 200 Boulder, Colorado 80302 Email: brad@packarddierking.com

to BVSD:

Boulder Valley School District RE-2 Attn.: Assistant Superintendent of Operational Services 6500 Arapahoe Road Boulder, Colorado 80303 Email: rob.price@bvsd.org

with a copy to:

Caplan and Earnest LLC Attn.: Richard E. Bump and Kristin Edgar 3107 Iris Avenue, Suite 100 Boulder, Colorado 80301 Email: RBump@celaw.com Email: KEdgar@celaw.com

Miscellaneous.

9.1 Entire Agreement. This Temporary Easement Agreement embodies the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all other agreements, understandings, representations, and communications, whether written or oral, between the Parties with respect to the subject matter of this Temporary Easement Agreement. 9.2 Amendment or Modification. This Temporary Easement Agreement may be amended or modified only if such amendment or modification is set forth in a written instrument executed by both Parties. No prior course of dealing or performance between the Parties, nor any trade usage or industry custom, will be deemed effective to modify, amend, or discharge any part of this Temporary Easement Agreement or any rights or obligations of either Party by reason of this Temporary Easement Agreement. 9.3 Waiver. No right of either Party or provision of this Temporary Easement Agreement may be waived or shall be deemed to have been waived, unless such waiver is set forth in a writing executed by the Party against whom such waiver is sought to be enforced. No waiver of any right or provision of this Temporary Easement Agreement on any one occasion shall be deemed to be a continuing waiver of such right or provision on any future occasions.

9.4 Assignment. Neither Party may assign its rights or delegate its duties pursuant to this Temporary Easement Agreement without the prior written consent of the other Party, not to be unreasonably withheld, conditioned, or delayed; provided, however, that either Party may assign this Temporary Easement Agreement to a subsequent purchaser of the Rosa Property or the BVSD Property, as appropriate, to the extent that such third party agrees to assume and be bound by the terms hereof. The terms and conditions of this Temporary Easement Agreement shall inure to the benefit of, and be binding upon, the respective successors and assigns of the Parties approved in accordance with this Section 9.4. 9.5 Severability. Whenever possible, each provision of this Temporary Easement Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Temporary Easement Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Temporary Easement Agreement. 9.6 Attorney’s Fees. In the event any action is commenced to enforce the terms of this Temporary Easement Agreement or the obligations of the Parties pursuant hereto, the prevailing Party in any such action shall be awarded its costs and expenses, including reasonable attorneys’ fees through all appeals, in addition to any other remedy awarded in such action. 9.7 Counterparts/Electronic Signatures. This Temporary Easement Agreement may be executed in multiple counterparts and each such counterpart shall be deemed to be an original instrument for all purposes, but all such counterparts together shall constitute one instrument. Facsimile and electronic signatures shall have the same force and effect as original signatures. 9.8 Recordation. Official Records.

This Temporary Easement Agreement shall be recorded in the

9.9 Survival. The provisions contained in Section 3.4 and Article 6 shall survive the expiration or termination of this Temporary Easement Agreement.

(signatures on following page)

IN WITNESS WHEREOF, the Parties have executed and delivered this Temporary Easement Agreement as of the Effective Date.

BVSD: BOULDER VALLEY SCHOOL DISTIRCT RE-2, a political subdivision of the State of Colorado By: Name: Its: Board President

ROSA: ROSA, LLC, a Colorado limited liability company By:

BellaRM, LLC, a Colorado limited liability company, its Manager By:

Bella Group, LLC, a Colorado limited liability company, its Manager By: Keenan Fitzpatrick, Manager

EXHIBIT A to Temporary Construction Easement Agreement Rosa Property

LOTS 1, 2, 3A BLOCK 1, UNIVERSITY PARK ADDITION TO BOULDER, [POTENTIAL REFERENCE TO PLAT AND REPLAT] COUNTY OF BOULDER, STATE OF COLORADO.

EXHIBIT G to Agreement Retaining Wall and Fence Easement

(attached)

EASEMENT AGREEMENT THIS EASEMENT AGREEMENT (this “Easement Agreement”) is made and entered into as of the day of , 2026 (the “Effective Date”), by and between BOULDER VALLEY SCHOOL DISTRICT NO. RE-2, a public school district and political subdivision of the State of Colorado whose address is 6500 Arapahoe Road, Boulder, Colorado 80301 (“BVSD”), and ROSA, LLC, a Colorado limited liability company, whose address is 3737 South Ogden Street, Englewood, Colorado 80113 (“Rosa”). BVSD and Rosa are sometimes referred to herein individually as a “Party” or collectively as the “Parties”. Recitals: WHEREAS, Rosa is the record owner of that certain real property commonly known as 965 Broadway, Boulder, Colorado and more particularly described in Exhibit A attached hereto (the “Rosa Property”); WHEREAS, BVSD is the record owner of that certain real property: (a) that is adjacent to the Rosa Property and commonly known as 956 16th Street; and (b) upon which the University Hill Elementary School (the “School”) and associated parking are located, all as more particularly described in Exhibit B attached hereto (the “BVSD Property”); WHEREAS, the Parties have secured, from the City of Boulder (the “City”), approval of the following land use applications, each of which includes at least a portion of the Rosa Property and the BVSD Property (each, a “Property,” and together, the “Properties”): (a) that certain site review application subject to City Case No. ; and (b) that certain subdivision application subject to City Case No. (collectively, the “Approvals”); WHEREAS, there exists, generally in the location of the shared property line at the southwest side of the Rosa Property and the adjacent portion of the BVSD Property, a retaining wall (the “Retaining Wall”), and: (a) a portion of the Retaining Wall is located entirely on the Rosa Property; (b) a portion of the Retaining Wall is located entirely on the BVSD Property; and (c) a portion of the Retaining Wall straddles the property line between the Properties;

WHEREAS, subject to, and in accordance with the Approvals, the Parties desire that: (a) Rosa construct a new extension to the Retaining Wall located entirely on the BVSD Property generally in the location depicted on Exhibit C (the “New Retaining Wall Extension”; and (b) Rosa reconstruct, as may be necessary as of the Effective Date, structurally unsound portions of the Retaining Wall, regardless of whether that particular portion of the Retaining Wall is located on the Rosa Property or BVSD Property (the “Initial Partial Retaining Wall Reconstruction”); (c) Rosa install, upon the top of the Retaining Wall, as finally constructed, a privacy fence (the “Retaining Wall Fence”); and (d) Rosa maintain the Retaining Wall and Retaining Wall Fence (collectively, the “Improvements”) with BVSD responsible for one-half of the cost thereof; WHEREAS, the Parties are each party to that certain ________________ _____, 2026 Agreement (the “Omnibus Agreement”), which Omnibus Agreement addresses numerous matters with respect to the Properties, including, without limitation, the work related to the Improvements described in these Recitals and referred to in the Omnibus Agreement as the “Retaining Wall/Fence Work”; and WHEREAS, pursuant to the terms of the Omnibus Agreement, the Parties desire to enter into this Easement Agreement to grant easements facilitating the undertaking of the Retaining Wall/Fence Work and the continued maintenance thereof, all in accordance with the terms and conditions set forth herein. Agreement: NOW, THEREFORE, in consideration of the foregoing recitals, incorporated herein by this reference, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1.

Grant of Easements.

1.1 Construction Easement. BVSD hereby grants to Rosa, for the benefit of Rosa and its agents, contractors, successors and assigns, a non‐exclusive easement over, across, under, and through such portion of the BVSD Property as may be reasonably necessary for Rosa to undertake and complete the following (collectively, the “Construction Activities”):

(a) construction of the New Retaining Wall Extension in accordance with, and subject to, Section 5.2.2 of the Omnibus Agreement; (b) the Initial Partial Retaining Wall Reconstruction, as the same may be required by, and in accordance with, and subject to, Section 5.2.3 of the Omnibus Agreement; and (c) construction of the Retaining Wall Fence in accordance with, and subject to, Section 5.2.4 of the Omnibus Agreement. 1.2

Encroachments Easements.

1.2.1 BVSD hereby grants to Rosa, for the benefit of Rosa and its agents, contractors, successors and assigns, a non-exclusive easement for encroachment over, across and under the portion the Encroachments Easement Area (defined below) located on the BVSD Property for the purpose of allowing the encroachment of the Improvements onto the BVSD Property. Rosa hereby grants to BVSD, for the benefit of Rosa and its agents, contractors, successors and assigns, a non-exclusive easement for encroachment over, across and under the portion the Encroachments Easement Area located on the Rosa Property for the purposes of allowing the encroachment of the Improvements onto the Rosa Property. 1.2.2 As used in this Easement Agreement, the “Encroachments Easement Area” shall mean those portions of the Properties upon which the Improvements are located. The Encroachments Easement Area shall include the ground above those portions of the Improvements located underground where the below-grade footprint of such Improvements exceeds the abovegrade footprint of such Improvements, including the underground areas used for any base slab, footing, anchor(s), foundation, and related drainage improvements. 1.3

Maintenance Work/Maintenance Easement.

1.3.1 The Parties agree that maintaining the Improvements in a structurally-sound and first-class manner is a benefit to both of them, and accordingly, that they shall undertake such maintenance, repair, and replacement of the Improvements as may be required in connection therewith (collectively, the “Maintenance Work”). In that regard, each Party shall stay reasonably informed regarding the condition of that portion of the Improvements located on its Property and shall notify the other Party when it becomes aware of any Maintenance Work that may be required. 1.3.2 The Parties shall work with each other in good faith in an attempt to mutually agree upon the nature and scope of any Maintenance Work that must be undertaken. Notwithstanding the foregoing, if either Party obtains the written opinion of a licensed third-party structural engineer that any portion of the Retaining Wall is structurally unsound, neither Party may object to completing the Maintenance Work remedying such condition.

1.3.3 Rosa shall contract with third parties regarding the performance of all Maintenance Work. Such third-party providers shall not be affiliated with either Party and all costs and expenses incurred pursuant to such Maintenance Work contracts shall be at competitive, arms-length market rates. 1.3.4 No later than thirty (30) days after Rosa’s provision of: (a) an invoice to BVSD with respect to the costs and expenses of any Maintenance Work, whether in connection with Maintenance Work that has already been completed, and/or pre-paid deposits that must be tendered prior to commencing such Maintenance Work (collectively, the “Maintenance Work Cost”); and (b) such supporting detail/information as may be reasonably required to establish the Maintenance Work Cost, BVSD shall tender to Rosa, in good funds, an amount equal to one-half (1/2) of the Maintenance Work Cost. 1.3.5 BVSD hereby grants to Rosa, for the benefit of Rosa and its agents, contractors, successors and assigns, a non‐exclusive easement over, across, under, and through such portion of the BVSD Property as may be reasonably necessary for Rosa to undertake and complete Maintenance Work (the “Maintenance Activities”). 2. Coordination Provisions. So long as BVSD continues to operate the School on the BVSD Property, the provisions in this Article 2 shall apply to the Construction Activities and Maintenance Activities, to the extent that the same requires Rosa or its contractors to access the relevant portion of the Improvements from the BVSD Property (collectively, the “Permitted Activities”). 2.1 Traffic Flow to be Maintained. BVSD’s traffic typically enters the BVSD Property from the west entrance off of 16th Street, continues south and east through the parking lot located on the north side of the BVSD Property, and terminates with vehicles exiting the BVSD Property to the east onto Broadway or continuing south through BVSD’s parking lot and onto 17th Street. This established circulation pattern, together with the Broadway Access, are essential to School operations and student safety. Accordingly, without the prior written approval of BVSD, during the school year, which shall extend from the first day of the second week of August through Memorial Day of each calendar year unless and until BVSD notifies Rosa in writing of different dates, Rosa shall ensure, and shall require its contractors to ensure, that the Permitted Activities shall not impede the traffic flow described above on those portions of weekdays that are not school holidays, as follows: (a) before 3:00 p.m. on all weekdays except Wednesdays; and (b) after 8:00 a.m. and before 3:00 p.m. on Wednesdays, unless and until BVSD notifies Rosa in writing of different times.

2.2 Liquidated Damages. It is understood and agreed that Rosa’s and its contractors’ compliance with Section 2.1 above is a matter of vital necessity to BVSD, that BVSD will suffer substantial harm and damages if Rosa and its contractors do not so comply, and that it would not be possible to accurately determine the amount of such damages. In view of these facts, Rosa agrees to pay BVSD liquidated damages in the amount of $1,000 for each day or partial day, if any, in which Rosa or its contractors violate the obligations with respect to traffic flow pursuant to Section 2.1 above. 3.

Conduct of Permitted Activities.

3.1 Notice. Rosa will notify or will cause its contractors to notify BVSD at least two (2) business days before first commencing any Permitted Activities on the BVSD Property. 3.2 Compliance with Law. Rosa shall comply with all applicable laws, rules and ordinances of all governmental entities having jurisdiction over the Permitted Activities in exercising its rights granted hereunder and shall obtain all permits and approvals required by all applicable governmental or quasi-governmental entities prior to undertaking the Permitted Activities. BVSD shall, at its own expense, cooperate with Rosa in connection therewith and shall execute all applications and other documents reasonably required in connection therewith. 3.3 Restoration. Insofar as practicable, and to the extent that Rosa or any of its agents or contractors damages the same, Rosa shall restore the surface of the ground of the BVSD Property, irrigation systems, landscaping, walkways and any other improvements on the BVSD Property to the condition in which such items existed immediately prior to Rosa having undertaken the Permitted Activities. The cost of such restoration work shall be included within the Maintenance Work Cost.

Insurance and Indemnification against Claims.

4.1 Rosa shall obtain and maintain, and cause its and contractors accessing the BVSD Property to obtain and maintain, with respect to accessing or conducting any Permitted Activities on the BVSD Property, general liability insurance (and in the case of Rosa’s contractors, workers’ compensation insurance) written on an “occurrence” basis in an amount not less than $1,000,000 per occurrence/$2,000,000 aggregate covering claims for bodily injury, death or property damage and products and completed operations. BVSD shall be named as an additional insured under the liability insurance policy and the policy shall contain a waiver of subrogation in favor of BVSD. Rosa shall provide evidence of such insurance to BVSD upon BVSD’s request.

4.2 To the extent not covered by insurance required in Section 4.1 above, Rosa shall indemnify and hold BVSD and its directors, agents, and employees harmless from and against all liabilities, costs, and expenses, including attorneys’ fees, arising out of, involving, or in connection with any death, personal injury or property damage, to the extent caused by: (a) Rosa’s or its contractor’s acts or omissions in connection with the Permitted Activities; or (b) any breach of this Easement Agreement. This specific indemnification by Rosa is in addition to and not in lieu of other remedies that may be available to BVSD. 4.3 To the extent permitted by Colorado law, BVSD shall indemnify and hold Rosa and its member, managers, agents, and employees harmless from and against all liabilities, costs, and expenses, including attorneys’ fees, arising out of, involving, or in connection with any death, personal injury or property damage, to the extent caused by any breach of this Easement Agreement. This specific indemnification by BVSD is in addition to and not in lieu of other remedies that may be available to Rosa. Notwithstanding anything contained herein to the contrary, BVSD retains all of its rights, immunities, and protections provided under Colorado law, including the Colorado Governmental Immunity Act, C.R.S. §§ 24-10-110 et seq. 5. Indemnification against Liens. In the case that BVSD has timely tendered to Rosa BVSD’s portion of the Maintenance Work Cost: (a) Rosa will release, indemnify, protect, defend (with counsel reasonably acceptable to Rosa and BVSD) and hold harmless BVSD and the BVSD Property from and against any mechanics’, materialmen’s, designers’ or other liens arising out of or relating to any Permitted Activities undertaken by or on behalf of Rosa on the BVSD Property; and (b) if any such lien or Notice of Claim is filed or recorded and Rosa does not, within fifteen (15) days after receipt of written notice from BVSD regarding such filing or recordation, release the same of record or provide BVSD with a bond or other surety satisfactory to BVSD protecting BVSD and the BVSD Property against such lien, Rosa may cause such lien to be released by any means BVSD deems proper, including, but not limited to, paying the claim giving rise to the lien or posting security to cause the discharge of the lien. In such event, Rosa will reimburse BVSD for all amounts BVSD pays (including, without limitation, reasonable attorneys’ fees and costs of settling such claims) within thirty (30) days after receipt of documented invoice therefor. 6. Default. In the event that a Party fails or neglects to perform its obligations pursuant to this Easement Agreement and: (a) such failure or neglect is not cured within ten (10) business days after the non-defaulting Party’s delivery of written notice of such failure or neglect; or (b) in the case of any non-monetary failure or neglect that is not curable within that timeframe, the defaulting Party fails to commence such cure within ten (10) business days after receipt of written notice of

such failure or neglect or fails to thereafter diligently pursue the completion of such cure, the nondefaulting Party shall be entitled to all remedies at law and in equity. 7. Notice. All notices required or permitted to be given pursuant to this Easement Agreement shall be in writing and delivery shall be made by: (a) personal delivery, in which case, the notice shall be deemed delivered on the date of such personal delivery or upon refusal of receipt; (b) certified mail, return receipt requested, postage prepaid, in which case, the notice shall be deemed delivered on the third business day after the date postmarked; (c) nationally-recognized overnight courier service, next day delivery, prepaid, in which case, the notice shall be deemed delivered on the date indicated on the delivery receipt therefor or upon refusal of receipt; or (d) e-mail transmission, provided that an original of said transmission shall be sent no later than the next business day to the addressee by some other method permitted in this Article 7, in each case, to the Parties, as follows, which information may be changed by written notice given by one Party to the other from time to time: to Rosa:

Rosa, LLC Attn.: Keenan Fitzpatrick 3737 South Ogden Street Englewood, Colorado 80113 Email: keenfitz@gmail.com

with a copy to:

Packard and Dierking, LLC Attn.: Brad R. Curl 2595 Canyon Boulevard, Suite 200 Boulder, Colorado 80302 Email: brad@packarddierking.com

to BVSD:

Boulder Valley School District RE-2 Attn.: Assistant Superintendent of Operational Services 6500 Arapahoe Road Boulder, Colorado 80303 Email: rob.price@bvsd.org

with a copy to:

Caplan and Earnest LLC Attn.: Richard E. Bump and Kristin Edgar 3107 Iris Avenue, Suite 100 Boulder, Colorado 80301 Email: RBump@celaw.com Email: KEdgar@celaw.com

Miscellaneous.

8.1 Entire Agreement. This Easement Agreement embodies the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all other agreements, understandings, representations, and communications, whether written or oral, between the Parties with respect to the subject matter of this Easement Agreement. 8.2 Amendment or Modification. This Easement Agreement may be amended or modified only if such amendment or modification is set forth in a written instrument executed by both Parties. No prior course of dealing or performance between the Parties, nor any trade usage or industry custom, will be deemed effective to modify, amend, or discharge any part of this Easement Agreement or any rights or obligations of either Party by reason of this Easement Agreement. 8.3 Waiver. No right of either Party or provision of this Easement Agreement may be waived or shall be deemed to have been waived, unless such waiver is set forth in a writing executed by the Party against whom such waiver is sought to be enforced. No waiver of any right or provision of this Easement Agreement on any one occasion shall be deemed to be a continuing waiver of such right or provision on any future occasions. 8.4 Assignment. Neither Party may assign its rights or delegate its duties pursuant to this Easement Agreement without the prior written consent of the other Party, not to be unreasonably withheld, conditioned, or delayed; provided, however, that either Party may assign this Easement Agreement to a subsequent purchaser of the Rosa Property or the BVSD Property, as appropriate, to the extent that such third party agrees to assume and be bound by the terms hereof. The terms and conditions of this Easement Agreement shall run with the land and inure to the benefit of, and be binding upon, the respective successors and assigns of the Parties approved in accordance with this Section 8.4. 8.5 Severability. Whenever possible, each provision of this Easement Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision

of this Easement Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Easement Agreement. 8.6 Attorney’s Fees. In the event any action is commenced to enforce the terms of this Easement Agreement or the obligations of the Parties pursuant hereto, the prevailing Party in any such action shall be awarded its costs and expenses, including reasonable attorneys’ fees through all appeals, in addition to any other remedy awarded in such action. 8.7 Counterparts/Electronic Signatures. This Easement Agreement may be executed in multiple counterparts and each such counterpart shall be deemed to be an original instrument for all purposes, but all such counterparts together shall constitute one instrument. Facsimile and electronic signatures shall have the same force and effect as original signatures. 8.8 Recordation. This Easement Agreement shall be recorded in the Boulder County real property records. IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the Effective Date. BVSD:

BOULDER VALLEY SCHOOL DISTIRCT NO. RE-2, a political subdivision of the State of Colorado By: Nicole Rajpal, Board President

STATE OF COLORADO COUNTY OF

) ) ss. )

The foregoing instrument was acknowledged before me this _____ day of _______________, _______, by Nicole Rajpal, as Board President of Boulder Valley School District No. RE-2, a political subdivision of the State of Colorado. Witness my hand and official seal.

Notary Public My commission expires:

(signatures continued on following page)

ROSA: ROSA, LLC, a Colorado limited liability company By:

BellaRM, LLC, a Colorado limited liability company, its Manager By:

Bella Group, LLC, a Colorado limited liability company, its Manager By: Keenan Fitzpatrick, Manager

STATE OF COLORADO COUNTY OF

) ) ss. )

The foregoing instrument was acknowledged before me this _____ day of _______________, _______, by Keenan Fitzpatrick, as Manager of Bella Group, LLC, a Colorado limited liability company, and Manager of BellaRM, LLC, a Colorado limited liability company, and Manager of Rosa, LLC, a Colorado limited liability company. Witness my hand and official seal.

Notary Public My commission expires:

EXHIBIT A to Easement Agreement Rosa Property

[to be added following replat]

EXHIBIT B to Easement Agreement BVSD Property [to be added following replat]

EXHIBIT C to Easement Agreement Retaining Wall

EXHIBIT D