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ED #: 04-ED-027
 MEMORANDUM OF UNDERSTANDING
 (with respect to a special economic development activity involving
the Village of Adams, Nebraska,
and improvements to the public facilities infrastructure thereof,
with E Energy Adams, LLC as the private, for-profit business principally
benefiting from the public facilities infrastructure improvements)
 all
 RECITALS
 PART I:
    
    IDENTIFICATION OF PARTIES.
 Business:
    
    The principally benefited businessE Energy Adams, LLCVillage:
    
    Village of Adams, NebraskaDepartment or DED:
    
    Nebraska Department of Economic Development, P.O. Box
94666, Lincoln, Nebraska 68509-4666Bank:
    
    To Be Determined
 PART II: PROJECT SUMMARY DESCRIPTION.
  AGREEMENT:
 Recitals
 PART III:
    
    DEFINITIONS; FEDERAL FUNDING SOURCES and GOVERNING FEDERAL LAW CITED; AND
INCORPORATION OF RECITALS.




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ED    #: 04-ED-027
 §3.01 Full-Time Equivalent Position (FTE)
 § 3.02 Low-to-Moderate Income Person (LMI)
 ® http://www.huduser.org/datasets/il.html ¬
 §3.03 held by made available
to
 §3.04
 §3.05
 §3.06 RECITALS
 PART IV:
    
    ADDITIONAL TERMS AND CONDITIONS OF THE CDBG FUNDING.
 §4.01
    
    CDBG Grant Amount, Grant as
Conditional, and Program Income Use Requirement.
 unconditionally conditionally




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ED    #: 04-ED-027
  §4.02 Sources and Uses of Funds.
 SOURCES®
    
    CDBG
    
    
    Village
    
    
    TOTALUSES (Activities) ̄
    
    
    
    
    
    
    *0600 Economic development
    
    $
    350,000
    
    
    $
    350,000
    
    
    $
    700,000infrastructure improvement0181 General Administration
    
    $
    5,000
    
    
    $
    0
    
    
    $
    5,000TOTAL
    
    $
    355,000
    
    
    $
    350,000
    
    
    $
    705,000* Most of the Villages portion
will come from TIF funds.
  
    
    The anticipated total costs of the CDBG-assisted project.
    
    The CDBG-assisted activities being funded.
    
    The sources and amounts of other matching funds required for each activity.
    
    The maximum authorized CDBG funds for each CDBG-assisted activity.
    
    The ratio (derived by computation, not expressly shown) of CDBG funds to other matching funds for
each CDBG-assisted activity, which ratio is a further
limitation upon the maximum authorized CDBG funds which may be paid for each activity. The ratio is
invoked as a limitation if the actual total costs of the activity are less than anticipated.[An
example illustrates this point: If the anticipated cost of the public infrastructure improvement
was $100,000, with $50,000 to be from CDBG funds as the source, and $50,000 to be from a public
entity as the other sourcebut the actual cost of the public infrastructure improvement turned out
to be $90,000then the 50% ratio limits CDBG funding to $45,000, rather than the $50,000 originally
anticipated.]
    
    The proportionality (derived by computation, not expressly shown) of
funding from all funding sources, for each activity and for the project in total. Disbursement of
CDBG funds will be made only on a pro rata basis with all other funding sources, for each activity
and for the project in total. CDBG funds will not be the first funds invested in the projectbut
ratherCDBG funds will flow into the project in
proportion to all other funding sources.
    
    The timing (of CDBG funds flowing into the
project on a pro rata basis) is that CDBG funding is reimbursement funding. Reimbursement
after-the-fact of the expense having been incurred is what will be done. This timing will result in
the public entity




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ED#: 04-ED-027
 having to temporarily carry the costs which are then later reimbursed through CDBG funding.
  § 4.03 Business:
 (a)
    
    Declaration of Essential Need and Direct Nexus.(b)
    
    Agreement to Create 26 Jobs Which Principally Benefit LMl Persons, thus
Fulfilling the CDBG National Objective Requirement for the Project.(c)
    
    Obligation to Repay the
Village in the Event of a Failure to Fulfill the CDBG National Objective Requirement
 (a) Business Declaration of Essential Need and Direct Nexus.
 (b) Business Agreement to Create 26 Jobs Which Principally Benefit LMI Persons,
thus Fulfilling the CDBG National Objective Requirement for the Project.
 (c) Business Obligation to Repay the Village in the Event of a Failure to Fulfill the CDBG
National Objective Requirement.   If then and does hereby agree via this instrument
 §4.04 Villages Repayment Obligation in the Event of a Failure to Fulfill the CDBG
National Objective Requirement.
 If then




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ED#: 04-ED-027
  §4.05
    
    Reporting Requirements.
 (a)
    
    Employment Reporting. The Business will have each employee for which LMI status is
relevant (normally this includes employees for created jobs, and employees for retained jobs,
but not employees forming the measuring baseline of present employment by the Business),
complete the Departments Employee Certification Form (such form to be provided to the Business
by the Village. Such form requests information from the employee concerning the employees
income status, race, gender, and handicap status. The information from such forms, and other
pertinent employment data reasonably required by the Village, will be provided by the Business,
at least semi-annually. Such information is for use by the Village and the Department in
assembling and reporting LMI and other employment data to meet HUD requirements for the CDBG
program.(b)
    
    Financial Reporting. The Business will provide to the Village or to the Department, in a
timely manner, the Business financial statements, including balance sheets and income
statements, in such form as may be reasonably required by the Village or by the Department,
following the close of the Business fiscal year. This obligation will continue so long as the
CDBG grant made pursuant to this MOU remains conditional, unless waived by the Department.
 §4.06
    
    Due on Sale.
  §4.07
    
    Maintain Location of Project.
  PART V:
    
    JOB CREATION, JOB RETENTION, AND JOB MAINTENANCE REQUIREMENTS.




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ED#: 04-ED-027
 §
    
    5.01 Job Creation and Job Maintenance Requirements.
  A.Create
 1.
    
    Within 18 months of the date on the Notice of Approval Letter
from the Department.2.
    
    Meeting the requirement that 51% or more of all
jobs (on an FTE basis) created as a result of the CDBG-assisted project must be held by
(or if not actually held by, then the Business must meet the required regulatory
standards so as to be considered to have made the jobs available to) low-to-moderate
(LMI) person.
 B.maintain
 C.
  § 5.02 Proration of Any Repayment Obligation Arising from Failure by the Business to Meet
the Job Requirements of §5.01.




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ED#: 04-ED-027
   both
 PART VI:
    
    OTHER TERMS AND CONDITIONS OF THIS MOU.
 §
6.01 Severability, Binding Effect, Counterparts, and Governing Law.
     § 6.02 No Legal Actions.
  § 6.03 Authorization of Representative Signing for the Benefited Business.




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ED #: 04-ED-027
  §6.04
    
    This MOU is NOT a Notice of Approval of the Project.
 project costs should not be incurred based solely upon
this MOU
 §6.05
    
    Conditions Precedent to Drawdown of CDBG Funds.
  (a)
    
    The requirements set forth in §4.01 and in §4.02,
Sources and Uses of Funds, must be
strictly observed. These requirements include CDBG-activity maximum payments; the injection of
matching funds; and CDBG funds payments being limited and governed by the ratio,
proportionality, and reimbursement timing requirements detailed in §34.02.(b)
    
    Documentation, in such form as DED may prescribe, showing disbursement by other project
funding sources for qualified expenditures, will be required by the DED.(c)
    
    Compliance with the environmental review process pertaining to the project, established by the National
Environmental Policy Act of 1969 (NEPA), and other provisions of federal law as
specified in 24 C.F.R. Part 58, which further the purposes of NEPA, is required.(d)
    
    Compliance with the Davis-Bacon Act (and related acts) is required to the Village and any
of their contractors for the Village is the direct recipient of CDBG funds in a Public Works
category.
 REMAINDER
OF PAGE INTENTIONALLY BLANK




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ED #: 04-ED-027
 ACCEPTANCE PROVISIONS.
 all
 DEDNEBRASKA DEPARTMENT OF 
ECONOMIC DEVELOPMENT
    
    VillageAdams, NebraskaBy:
    
    /s/ Gary Hamer
    
    By:
    
    /s/ Rodger Pella(Signature of
Director or Designee)
    
    (Signature of Chief
Elected Official)
Chairman, Rodger Pella,/s/ Gary Hamer(Typed or Printed Name/Title)9-1-06
    
    5-25-06(Date)
    
    (Date)47-6014083(Federal Identification Number)BusinessE
Energy Adams, LLCBy:
    
    /s/ Jack L. Alderman, Press KB(Signature of Authorized Officer)Jack L. Alderman, Managing Manager
    
    THIS QUADRANT
INTENTIONALLY BLANK(Typed or Printed Name/Title)May 25, 2006(Date)20-2627531(Federal Identification Number)