AGREEMENT BETWEEN OWNER AND CONTRACTOR

THIS AGREEMENT is made as of January 15, 2026 by and between:

OWNER: Northwind Builders, LLC ("Owner")
CONTRACTOR: Apex Steel Fabricators, Inc. ("Contractor")

For the project known as: Riverfront Mixed-Use Development, Millfield, Colorado

ARTICLE 1 — THE WORK

1.1 The Contractor shall perform all Work as described in the Contract Documents, including but not limited to Division 05 — Metals, for the Contract Sum stated in Article 3.

1.2 The Work shall be performed in accordance with all applicable building codes, including IBC 2021 as adopted by the jurisdiction, and all referenced standards.

ARTICLE 2 — TIME OF PERFORMANCE

2.1 The Contractor shall commence the Work within 14 calendar days of the Notice to Proceed.
2.2 Substantial completion shall be achieved no later than 06/15/2026.
2.3 Final completion shall be achieved within 30 calendar days of substantial completion.
2.4 Time is of the essence. Liquidated damages of $1,500 per calendar day shall apply for delays.

ARTICLE 3 — CONTRACT SUM

3.1 The Owner shall pay the Contractor the Contract Sum of $2,450,000.00 for performance of the Work.
3.2 The Contract Sum includes all labor, materials, equipment, overhead, and profit.
3.3 Retainage of 10% shall be withheld from each progress payment until substantial completion.
3.4 Final payment, including retainage, shall be made within 30 days of final completion.

ARTICLE 4 — CHANGES IN THE WORK

4.1 The Owner may order changes in the Work through written Change Orders.
4.2 The Contractor shall not proceed with changed Work without a signed Change Order.
4.3 Claims for additional cost or time must be submitted within 21 days of the event giving rise to the claim.

ARTICLE 5 — INSURANCE AND BONDS

5.1 The Contractor shall maintain Commercial General Liability insurance with limits not less than $2,000,000 per occurrence and $5,000,000 aggregate.
5.2 The Contractor shall provide a Performance Bond and Payment Bond, each in the amount of 100% of the Contract Sum.
5.3 All insurance certificates shall name the Owner as additional insured.

ARTICLE 6 — INDEMNIFICATION

6.1 The Contractor shall indemnify and hold harmless the Owner, Architect, and their agents from claims, damages, losses, and expenses arising out of or resulting from the Contractor's performance of the Work, provided such claims are attributable to bodily injury, death, or property damage caused by the negligent acts or omissions of the Contractor.

6.2 This indemnification obligation shall not be limited by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Contractor under workers' compensation, disability benefit, or other employee benefit acts.

ARTICLE 7 — TERMINATION

7.1 The Owner may terminate the Contract for cause if the Contractor fails to perform in accordance with the Contract Documents.
7.2 The Owner may terminate the Contract for convenience upon 7 days written notice.
7.3 In the event of termination for convenience, the Contractor shall be entitled to payment for Work properly performed through the date of termination, plus reasonable demobilization costs.

ARTICLE 8 — MISCELLANEOUS

8.1 This Agreement shall be governed by the laws of the State of Colorado.
8.2 Disputes shall be resolved through mediation, followed by binding arbitration per the Construction Industry Arbitration Rules.
8.3 Neither party shall be liable for delays caused by force majeure events including acts of God, war, terrorism, pandemics, or government orders.
8.4 Warranty: The Contractor warrants all Work for a period of 2 years from the date of substantial completion.
