exv10w11



 





Exhibit 10.11




[ECS Logo]

Engineering & Construction Services

600 Fourth Street

Suite 305 Terra Centre

Sioux City, IA 51101

Phone: (712) 234-3033 s Fax (712) 277-7386




Agreement for Consulting Services




Project: Biofuels Plant Construction – Akron, Iowa




Client:



This agreement for consulting services is entered into on the 9th day of April,
2007 between Northwest Iowa Renewable Energy, L.L.C., (hereinafter called “Client”) and
Engineering and Construction Services, Inc., an Iowa Corporation (hereinafter called “ECS”). The
Client and ECS, in consideration of the mutual promises and covenants herein contained, agree to
the following:





	1.	 	SCOPE OF WORK






	 	 	 	ECS will perform business consulting services for the Client including the items shown below
for the biofuels plant to be constructed in or near Akron, Iowa:






	 	1.	 	Provide Services of Scott Flynn, ECS Principal, for Negotiation of a
Design-Build Agreement with the General Contractor Selected at the Sole Discretion of
the Client
	 
	 	2.	 	Provide Project Management for Plant Construction & Start Up including the
Services of a company Principal and Project Manager as Needed up to about 60 Man-Hours
per Week, Readily Available, Working from Either our Sioux City Office or On Site as
Needed
	 
	 	3.	 	Provide Clerical and Administrative Support Services as Needed for Contract
Negotiations and Project Management
	 
	 	4.	 	Provide Travel & Subsistence for ECS Staff for Necessary Travel between Sioux
City and Akron, Iowa
	 
	 	5.	 	Participate in Negotiations of Agreements with Contractors as Needed
	 
	 	6.	 	Perform Value Engineering with the Design Team to Help Reduce Costs
	 
	 	7.	 	Perform Value Engineering with the Construction Team to Help Reduce Costs
	 
	 	8.	 	Assist with Environmental and Regulatory Permitting
	 
	 	9.	 	Assist with Zoning Regulatory Issues
	 
	 	10.	 	Review General, Mechanical & Electrical Construction Scope of Work
	 
	 	11.	 	Review Bid Submittals & Make Recommendations for Contractor Selection
	 
	 	12.	 	Assess Bidding Contractor Qualifications
	 
	 	13.	 	Solicit Additional Bids from Qualified Contractors
	 
	 	14.	 	Provide an ECS Jobsite Office Trailer (Also Available for Your Staff Use As
Needed)
	 
	 	15.	 	Monitor Process Design progress including Process & Instrumentation Diagrams
(P&ID’s), Process Flow Diagrams (PFD’s), Equipment Layout Drawings, and Equipment
Specifications
	 
	 	16.	 	Participate in Weekly Process Design Team Meetings to Monitor Progress and
Resolve Design Issues
	 
	 	17.	 	Provide Process Design Team Meeting Minutes as Needed
	 
	 	18.	 	Generate Process Design Team Meeting Agendas as Needed
	 
	 	19.	 	Coordinate Design and Installation of Gas Supply to the Site
	 
	 	20.	 	Coordinate Design and Installation of Electrical Power to the Site
	 
	 	21.	 	Coordinate Design and Installation of Rail Service to the Site
	 
	 	22.	 	Coordinate Design and Installation of Well Water Supply





JEL      SRF




					
	 	 	 	 	 
	 
	 	FINDING OPPORTUNITIES — GETTING RESULTS
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[ECS Logo]

Engineering & Construction Services

600 Fourth Street

Suite 305 Terra Centre

Sioux City, IA 51101

Phone: (712) 234-3033 s Fax (712) 277-7386





	23.	 	Coordinate Design and Installation of Water Treatment Systems
	 
	24.	 	Participate in Weekly Construction Team Meetings at the Jobsite to Monitor
Progress and Resolve Construction Issues
	 
	25.	 	Provide Construction Team Meeting Minutes as Needed
	 
	26.	 	Generate Construction Team Meeting Agendas as Needed
	 
	27.	 	Monitor Construction Progress and Schedule
	 
	28.	 	Provide Ongoing Construction Progress Reports
	 
	29.	 	Perform Ongoing Construction Site Inspections
	 
	30.	 	Monitor the Construction Budget
	 
	31.	 	Review Monthly Progress Billings from Contractors and Make Recommendations to
Client
	 
	32.	 	Review Project Scope Changes and Change Order Requests
	 
	33.	 	Perform Final Site Inspection for Project Completion
	 
	34.	 	Monitor Completion of “As-Built” Facility Drawings, Operation & Maintenance
Manuals, and Warranty Documentation
	 
	35.	 	Monitor Submission of Critical Spare Parts Lists for Machinery
	 
	36.	 	Assist with Plant Start Up as Needed
	 
	37.	 	Provide a Jobsite Construction Monitoring System with a Weatherproof Camera To
Take Digital Images Every 15 Minutes, Transfer Images via a Verizon Wireless Network,
Integrate Images Into a Website Accessible to Stockholders and Provide a Historical
Archive Accessible 24 hours a Day





Items specifically excluded from this Scope of Work: 





	i.	 	Travel expenses, subsistence and lodging to and from locations other than
Akron, Iowa.






	ii.	 	Delivery, installation, connection and pick up costs for Jobsite trailer.
	 
	iii.	 	Monthly costs for power, phone, fax and internet services for Jobsite trailer.
	 
	iv.	 	Installation, connection, removal and monthly costs for the Jobsite camera system.






	v.	 	Costs for other necessary architectural, engineering, or contractor
services.




ECS hereby offers these professional services to Northwest Iowa Renewable Energy on an
hourly basis plus reimbursable expenses as per the accompanying Attachment #1 dated April 9,
2007 until the earliest “Commencement Date” of either of the two pending Design-Build
Agreements with the General Contractors plus a retainer/mobilization fee of $15,000.



Upon the aforementioned Commencement Date, ECS hereby offers these professional services
until the latest “Substantial Completion Date” of either of the two pending Design-Build
Agreements with the General Contractors for a lump sum fee equal to $15,000 per month over
the term of the Design-Build Agreement.



In addition, ECS is entitled to receive a percentage of any cost savings proposed over
the term of this agreement, clearly documented and implemented at the discretion of the
Northwest Iowa Renewable Energy according to the Compensation Paragraph 3 to follow.




JEL      SRF




					
	 	 	 	 	 
	 
	 	FINDING OPPORTUNITIES – GETTING RESULTS
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[ECS Logo]

Engineering & Construction Services

600 Fourth Street

Suite 305 Terra Centre

Sioux City, IA 51101

Phone: (712) 234-3033 s Fax (712) 277-7386




2. TERM





	 	 	 	Work for ECS shall commence on April 16, 2007 and shall proceed until the latest
“Substantial Completion Date” of either of the two pending Design-Build Agreements with the
General Contractors.





3. COMPENSATION





	 	 	 	Client agrees to compensate ECS according to the Rate Structure dated April 9, 2007 shown in
accompanying Attachment #1 until the earliest “Commencement Date” of either of the two
pending Design-Build Agreements with the General Contractors plus a retainer/mobilization
fee of Fifteen Thousand Dollars ($15,000) payable upon authorization of this
agreement.
	 
	 	 	 	Upon the aforementioned earliest Commencement Date, Client agrees to compensate ECS a lump
sum fee equal to Fifteen Thousand Dollars ($15,000) per month multiplied by the
number of months from the earliest Commencement Date until the latest “Substantial
Completion Date” of either of the two pending Design-Build Agreements with the General
Contractors.
	 
	 	 	 	In addition, Client agrees to compensate ECS for those cost savings proposed by ECS or
generated by ECS activities that are implemented on the project. For those items under the
General Contractors’ Design-Build Scope of Work, Client agrees to pay ECS an amount equal to
25% of the total project net savings proposed by ECS or generated by ECS activities
that are implemented on the project. In addition, for items excluded from the General
Contractors’ Design-Build Scope of Work, Client agrees to pay ECS an amount equal to
25% of each cost savings proposed by ECS or generated by ECS activities that are
implemented on the project.
	 
	 	 	 	Cost savings identified under the General Contractors’ Scope of Work in the previous
paragraph are predicated on the Client entering a Guaranteed Maximum Price contract with the
General Contractors that provides incentive for the General Contractors to save money on the
project. If another form of agreement is entered with the General Contractors, Client
agrees to increase ECS’s lump sum compensation by Ten Thousand Dollars ($10,000) per
month over the term of this agreement in lieu of total project net savings for the
General Contractors’ portion of the work.
	 
	 	 	 	Cost savings for total project net savings are payable upon the Substantial Completion Date
of the General Contractors’ contract. All other cost savings are payable upon
implementation of each cost saving recommendation. For any cost savings compensation paid
to ECS in excess of $250,000, Client agrees to pay ECS a reduced amount equal to 15%
of savings as described above instead of 25%.
	 
	 	 	 	For any additional work requested of ECS by the Client beyond the Scope of Work shown in
Section 1, Client agrees to compensate ECS according to the Rate
Structure dated April 9, 2007 shown in the accompanying Attachment #1.
	 
	 	 	 	ECS will be entitled to reimbursement of all reasonable, ordinary and necessary expenses
incurred by ECS in the performance of duties hereunder provided, however, that any expense
in excess of Five Hundred Dollars ($500), or any weekly expense in excess of One Thousand
Dollars ($1,000) shall be subject to prior approval by Client. ECS shall provide to Client
within Ten (10) days of the end of each calendar month an itemized listing of any
reimbursable
expenses incurred on behalf of the Client and receipts therefore, and such expenses shall be
reimbursed to ECS within Ten (10) days of the Client’s receipt of such materials.





JEL      SRF




					
	 	 	 	 	 
	 
	 	FINDING OPPORTUNITIES — GETTING RESULTS
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[ECS Logo]

Engineering & Construction Services

600 Fourth Street

Suite 305 Terra Centre

Sioux City, IA 51101

Phone: (712) 234-3033 s Fax (712) 277-7386




4. INDEPENDENT CONTRACTOR STATUS





	 	 	 	ECS shall be an independent contractor for all purposes under this Agreement. ECS shall
control its own work and its own employees and shall provide all instrumentalities of work.
ECS shall control its hours of work.
	 
	 	 	 	The parties acknowledge and agree that, under no circumstances, will ECS have the right or
authority, express or implied, to assume or create any duty, responsibility, obligation or
liability, contractual or otherwise, for, on behalf of, or in the name of the Client, or to
otherwise bind the Client in any respect, nor shall ECS have any right or authority to
solicit or accept an offer to buy or sell any securities of or on behalf of Client.





5. SERVICES WARRANTY





	 	 	 	ECS will perform services consistent with that degree of skill, care and learning ordinarily
possessed and exercised by members of its profession in good standing in similar
circumstances. No other standard of performance is warranted or promised by ECS. No duties
or responsibilities are assumed by ECS other than those specifically set forth in this
agreement. No other warranties, either expressed or implied, are extended by ECS to the
Client other than those specifically set forth in this agreement.
	 
	 	 	 	Each party hereto shall defend, indemnify and hold harmless the other party and such other
party’s affiliates’ officers, directors, shareholders, employees and agents from and against
any and all claims, suits, demands, losses, liabilities, costs, damages and expenses,
including attorney’s fees and court costs, suffered or incurred by any such party arising
from or relating to: (i) the material breach of any warranty, representation, term, covenant
or condition by the indemnifying party under this Agreement; and (ii) the indemnifying
party’s fraud, gross negligence, willful misconduct, or knowing violation of the law in the
performance of its obligations under this Agreement. This section shall survive the
termination or expiration of this agreement for a period of one year.





6. LIABILITY





	 	 	 	Services provided by ECS are recommendations made in the best interest of the Client. The
use of recommendations made by ECS is at the sole discretion of the Client without liability
or legal exposure to ECS or ECS’s associates except in the event of fraud, gross negligence,
willful misconduct or knowing violation of the law. The project contractors shall be
responsible for the means, manner, methods, techniques, sequences and procedures of the
construction design and work and for the safety of the job site and ECS shall not be held
liable for these responsibilities.





7. ACCESSIBILITY





	 	 	 	The Client shall provide for right-of-entry to the job site for ECS personnel and equipment
necessary to complete the services.





8. PROJECT DELAYS, SUSPENSIONS AND TERMINATIONS





	 	 	 	Client shall indemnify and hold harmless ECS for all losses incurred due to injuries
sustained by third parties, such as contractors or suppliers, because of delays, suspensions
or terminations that are not the fault of ECS.





9. PAYMENT





	 	 	 	ECS will submit invoices to the Client within Ten (10) days of the end of each calendar
month Invoices will show charges based on the fees agreed to herein. The Client will pay
the balance stated on the invoice unless Client notifies ECS in writing of any alleged
incorrect billing item
within 7 days from the invoice date. Payment is due upon receipt of the invoice and is past
due 30 days from the invoice date. On past due accounts, the Client will pay a finance
charge of 1.5% per month. Failure to pay within 30 days of the invoice date may be
considered by ECS as a breach of this agreement and all duties of ECS under this agreement
may be terminated at ECS’s option.





JEL      SRF




					
	 	 	 	 	 
	 
	 	FINDING OPPORTUNITIES — GETTING RESULTS
	 	Page 4 of 8






 









 






[ECS Logo]

Engineering & Construction Services

600 Fourth Street

Suite 305 Terra Centre

Sioux City, IA 51101

Phone: (712) 234-3033 s Fax (712) 277-7386




10. CONTRACT TERMINATION





	 	 	 	If commencement of General Contractors’ work does not occur because the project has been
cancelled, either party may terminate this agreement with or without cause upon 10 days
prior written notice. Thereafter, only if there is a substantial failure by the other party
to perform may this agreement be terminated by either party upon 7 days written notice. Any
termination due to substantial failure will not be effective if the substantial failure is
remedied before expiration of 15 days. Upon termination, ECS will be paid for services
rendered prior to the date of termination.





11. ASSIGNMENT





	 	 	 	Neither party may assign duties or interest in this agreement without the written consent of
the other party.





12. SERVICES BY OTHERS





	 	 	 	ECS will not be responsible for the acts or omissions of any consultant, contractor,
subcontractor, agent or employee (except ECS and its employees) or any other person
performing work on behalf of the Client whether or not associated with the work identified
in Paragraph 1 of this Agreement. Persons or entities other than ECS that are hired to
perform work for the Client shall be deemed the Client’s respective contractors,
subcontractors, consultants, agents, or employees, and not those of ECS.
	 
	 	 	 	The Client agrees to indemnify and hold harmless ECS and its employees, agents,
representatives and associates from any claims regarding losses, costs and damages in
connection with the existence of any environmental hazard or pollutant on the project site,
the testing or abatement of any such hazard, or any environmental or safety hazards at the
facility.
	 
	 	 	 	The Client may make or retain copies of documents for Client’s use on this project.
However, such documents are not intended to be suitable for reuse by the Client or others on
any subsequent project. Any reuse of documents without written verification by ECS will be
at the Client’s sole risk and with out liability and legal exposure to ECS and its
employees, agents representatives and associates and the Client shall defend, indemnify and
hold harmless ECS and its employees, agents, representatives and associates from all claims,
damages, losses, costs and expenses including attorneys fees resulting therefrom.





13. PROPOSAL DATE





	 	 	 	This proposal will be valid for 30 days from the date shown on this agreement.





14. GENERAL PROVISIONS





	 	 	 	This Agreement shall be construed pursuant to the laws of the State of Iowa. This Agreement
shall be binding upon and ensure the benefit of the successors in interest of the parties
hereto.





15. CONFIDENTIALITY





	 	 	 	The parties hereto may, in the course of performing their obligations hereunder, be provided
with or otherwise receive or have access to certain “Confidential Information” (as hereafter
defined) of or relating to the other party hereto. Both parties acknowledge and agree that
such Confidential Information of the other party is sensitive and proprietary in nature, and
its disclosure would cause irreparable harm to the other party. Consequently, the parties
shall utilize such Confidential Information solely for the purpose of their duties and
obligations hereunder. Additionally, the parties covenant and agree at all times, during
the term of this Agreement and for a period of Three (3) years thereafter, to treat such
Confidential Information of the other party as strictly confidential and sensitive
proprietary business information, and to maintain policies and
procedures designed to ensure the confidentiality and safekeeping thereof. The parties
shall not, unless compelled by legal process, except with the other parties prior written
consent, disclose or permit the disclosure of any Confidential Information of such other
party to any person or entity other than their respective employees responsible for
performing their obligations hereunder, each of which will be bound by the confidentially
provisions of this Section. The parties further





JEL      SRF




					
	 	 	 	 	 
	 
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[ECS Logo]

Engineering & Construction Services

600 Fourth Street

Suite 305 Terra Centre

Sioux City, IA 51101

Phone: (712) 234-3033 s Fax (712) 277-7386





	 	 	 	acknowledge and agree that any breach or
repudiation by either party of the confidentiality requirements set forth in this Section
would produce irreparable harm and injury to the other party and, therefore, specific
performance and/or injunctive relief, in addition to any other remedies available under this
Agreement, at law or in equity, shall be remedies available to prevent the breach, attempted
breach or repudiation of this Section.
	 
	 	 	 	For purposes of this Agreement, the term “Confidential Information” shall mean any
information provided by either party hereto to the other party for any reason whatsoever,
including, without limitation, conceptions, innovations, trade secrets, inventions, designs,
product ideas, production processes and methods, software, ideas, data, production schedules
and/or quantities, pricing information, customer information, financial information, product
specifications, and other technology, whether or not patentable, copyrightable, or
susceptible to any other form of protection. Notwithstanding the foregoing, however, the
following types of information shall not be deemed to be “Confidential Information “ within
the meaning hereof: (i) information which was rightfully in the receiving party’s possession
prior to disclosure; (ii) information which was in the public domain prior to disclosure, or
which becomes part of the public domain by any means other than an unauthorized act or
omission by a party hereto; or (iii) information supplied to the receiving party without
restriction by a third party under no obligation to maintain such information in confidence.





16. ASSIGNMENT OF INVENTIONS





	 	 	 	ECS acknowledges and agrees that any and all inventions, improvements, discoveries,
formulas, and processes, and any and all patents, copyrights and other rights relating
thereto, relating to the business of the Client which have been or may be invented,
discovered or learned by ECS as a result of ECS’s performance hereunder will be at once
fully disclosed by ECS to the Client and will be the sole and absolute property of the
Client. ECS hereby irrevocably assigns to the Client any and all rights that ECS might have
therein but for this Agreement and agrees to execute such documents as are necessary to
assign any and all such rights to the Client.





17. NON-SOLICITATION





	 	 	 	During the term of this Agreement and for a period of Two (2) years thereafter, neither
party shall: (i) contact or solicit the other party’s current and prospective employees,
except in the furtherance of the party’s business; or (ii) interfere with, or counsel or
direct others to interfere with, the other party or its affiliates or with their business
relationships, or disparage in any way the good name or reputation of each party or their
affiliates or their officers, directors, employees, agents or representatives.





18. ARBITRATION





	 	 	 	Any controversy or claims arising out of or related to this Agreement or the performance
thereof shall be submitted to binding arbitration before a single arbitrator in Sioux City,
Woodbury County, Iowa, pursuant to Chapter 679A, Iowa Code. Either party may file an action
to compel binding arbitration in the Iowa District Court for Woodbury County and the Court
shall appoint an arbitrator in the absence of an agreement between the parties. The
decision of the single arbitrator shall be final and binding on both parties, and shall be
enforceable in all Courts of general jurisdiction.





JEL      SRF




					
	 	 	 	 	 
	 
	 	FINDING OPPORTUNITIES — GETTING RESULTS
	 	Page 6 of 8






 









 






[ECS Logo]

Engineering & Construction Services

600 Fourth Street

Suite 305 Terra Centre

Sioux City, IA 51101

Phone: (712) 234-3033 s Fax (712) 277-7386




19. INSURANCE





	 	 	 	ECS will, during the performance of the work described above, purchase and maintain
Liability Insurance in the amounts listed below:






	 	a.	 	Automobile Liability policy with a combined single limit for bodily injury and
property damage of not less than $1,000,000 for each accident.
	 
	 	b.	 	ECS shall maintain Professional Liability Insurance that shall include coverage
for errors and omissions in the performance of consulting services required under this
agreement. The Professional Liability policy shall have a limit of not less than
$1,000,000 for each claim subject to a $1,000,000 annual aggregate.
	 
	 	c.	 	ECS shall maintain Commercial Umbrella Liability Insurance that shall have a
limit of not less than $1,000,000 for each claim subject to a
$1,000,000 annual aggregate.
	 
	 	d.	 	ECS shall maintain Worker’s Compensation Insurance.





20. ENTIRE AGREEMENT





	 	 	 	This contract represents the entire agreement between the parties and supersedes all prior
representations or agreements. By signing below, Client acknowledges that he or she is an
Officer of the company or authorized by the Client to enter into this agreement with ECS.





SIGNATURES




	 	 	 
	Engineering & Construction Services, Inc.:

	 	Client:
	 
	 	 
	Name: Scott Flynn

	 	Name: John E. Lucken
	 

	 	 
	 
	 	 
	Signature:/s/ Scott Flynn

	 	Signature:/s/ John E. Lucken
	 

	 	 
	 
	 	 
	Title: President

	 	Title: Chairman
	 

	 	 
	 
	 	 
	Date: 4/9/07

	 	Date: 4-17-07
	 

	 	 





JEL      SRF




					
	 	 	 	 	 
	 
	 	FINDING OPPORTUNITIES — GETTING RESULTS
	 	Page 7 of 8






 









 






[ECS Logo]

Engineering & Construction Services

600 Fourth Street

Suite 305 Terra Centre

Sioux City, IA 51101

Phone: (712) 234-3033 s Fax (712) 277-7386




Attachment #1




Rate Structure




Northwest Iowa Renewable Energy, L.L.C.




Project Management: Biofuels Plant Construction – Akron, Iowa




April 9, 2007




HOURLY COMPENSATION RATES




	 	 	 	 	 
	Principal
	 	$125/hour
	Project Manager
	 	$110/hour
	Project Engineer
	 	$100/hour
	Field Technician
	 	$70/hour
	CAD Technician
	 	$60/hour
	Administrative
	 	$40/hour






REIMBURSABLE EXPENSES




	 	 	 	 	 
	Mileage
	 	$0.485/mile
	Prints, Photocopies & Plots
	 	Cost +10%
	Postage, Shipping & Mail
	 	Cost +10%
	Long Distance Phone Calls
	 	Cost +10%
	Travel, Subsistence & Lodging
	 	Cost +10%
	Other Professional Services
	 	Cost +10%






SIGNATURES




	 	 	 
	Engineering & Construction Services, Inc.:

	 	Client:
	 
	 	 
	Name: Scott Flynn

	 	Name: /s/ John E. Lucken
	 

	 	 
	 
	 	 
	Signature:/s/ Scott Flynn

	 	Signature:John E. Lucken
	 

	 	 
	 
	 	 
	Title: President

	 	Title: Chairman
	 

	 	 
	 
	 	 
	Date: 4/9/07

	 	Date: 4-17-07
	 

	 	 





JEL      SRF




					
	 	 	 	 	 
	 
	 	FINDING OPPORTUNITIES — GETTING RESULTS
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