exv10w8



 








Exhibit 10.8









AGREEMENT FOR PROFESSIONAL SERVICES

(Agassiz Energy, LLC.).


	 	 	 
	DATE:

	 	May 18, 2005
	 
	 	 
	PARTIES:

	 	Natural Resource Group, Inc., a corporation organized under and pursuant to the laws of
the State of Minnesota (hereinafter
“NRG”)
	 
	 	 
	 

	 	Agassiz Energy, LLC, a limited liability company organized under and pursuant
to the laws of the State of Minnesota (hereinafter “Client”)






In consideration of the mutual covenants and agreements hereinafter contained, and intending to be
bound legally thereby, it is agreed as follows:




1.
Services. During the term of this Agreement, NRG will provide professional environmental
services (hereinafter “Services”) at the request of Client pursuant to work orders (hereinafter
“Order” if singular and “Orders” if plural) from Client, which Order or Orders cumulatively become
part of this Agreement as Exhibit A. Each Order will set forth specifically the Services
requested and the charges for the Services.



NRG will be responsible for obtaining any local, state, or federal licenses or permits needed to
perform the Services under this Agreement. NRG will obtain landowner permission to enter private
property as needed to perform the Services under this Agreement.



Unless directed otherwise, materials specifically required by regulatory agencies will be
submitted by NRG to Client, and Client then will submit the materials to the appropriate agency.




2. No Assignment. No part of this Agreement will be assigned by NRG without the written
approval of Client.




3. Term: Termination. The term of this Agreement shall be from the date of this Agreement
until terminated in accordance with the provisions of this Agreement. This Agreement may be
terminated by either party upon seven (7) days written notice to the other party. Upon such
termination, Client will pay NRG in accordance with Paragraph 4
the charges for all Services
performed and expenses incurred hereunder up to the date of such termination.




4.
Payment. Payment will be made by Client to NRG pursuant to monthly invoices itemizing
the Services performed. All NRG invoices will be paid within thirty
(30) days following receipt by
Client or as specified in Exhibit A.




5. Insurance. NRG will purchase and maintain such professional liability and other
insurance as is appropriate for the Services being performed and furnished.




The
insurance required by this Paragraph 5 shall include the specific coverages and be written for
not less than the limits of liability and coverages as hereinafter provided, or required by law,
whichever is greater:





	 	a.	 	Workers’ compensation insurance for the statutory limits and Employer’s Liability
Limits of $1,000,000. Each Accident; $1,000,000. Disease-Policy Limit and $1,000,000.
Disease-Each Employee.
	 
	 	b.	 	Commercial General liability insurance, including bodily
injury, property damage and
personal injury/advertising injury, with limits of not less than $1,000,000 for each
occurrence, $2,000,000 general aggregate and $2,000,000. products & completed operations
aggregate.
	 
	 	c.	 	Comprehensive Automobile Liability insurance with combined
single limit of $1,000,000.
	 
	 	d.	 	Professional liability including Pollution Incident Liability Coverage with limits of
$1,000,000 per claim/aggregate.




Certificates for all such policies of insurance shall be provided to the Client upon written
request. Certificates shall contain a provision that the coverage afforded will not be canceled, or
non-renewed without at least thirty (30) days prior written notice has been given to Client.
All such insurance shall remain in effect during the term of this Agreement.




6. Indemnification/Limitation of Liability. Subject to any limitations stated in this
Agreement, NRG will indemnify and hold harmless Client, its officers, directors, employees, agents
and representatives, from and against liability for all claims,
losses, damages and expenses,
including reasonable attorneys fees, to the extent they are caused by a negligent act,
error, or omission of NRG or any of its officers, directors, employees, agents, subcontractors or
anyone else for whom NRG is legally responsible. NRG will not be responsible for any loss,
damage, or liability arising from any contributing negligent acts by Client, its officers,
directors, employees, agents, subcontractors or anyone else from whom Client is legally
responsible. Neither party will be responsible to the other for consequential damages including,
but not limited to, loss of profit, loss of investment or business interruption. Client will seek
recourse only against NRG and not against its employees, officers, directors or shareholders. NRG’s
limit of liability due to breach of contract, warranty, or negligent acts, errors or omissions of
NRG shall be Fifty Thousand & 00/100 Dollars ($50,000.00) or the fee paid to NRG under this
Agreement, whichever is greater.




7. Hazardous Substances/Hazardous Waste. Client represents that if Client knows or has
reason to suspect that hazardous substances, pollution or contamination may exist at any site where
NRG is to perform Services for Client (“project site”), Client has fully informed NRG in writing.
In the event NRG encounters hazardous substances, pollution or contamination beyond that disclosed
by Client to NRG in writing, NRG may suspend its Services or
terminate this Agreement. Client
acknowledges that NRG has no responsibility as a generator, treater,
storer, or disposer of
hazardous or





 









 








toxic substances found or identified at a project site. Client will defend, indemnify, and
hold harmless NRG from any claim or liability arising out of
NRG’s performance of Services under this Agreement and made or
brought against NRG for any actual or threatened environmental
pollution or contamination except to the extent that NRG has negligently caused or contributed to any such
pollution or contamination. This indemnification includes reasonable attorney fees and expenses
incurred by NRG in defense of such claim.




8.
Sample Ownership. All samples and cuttings of
materials containing hazardous
contaminants are the property and responsibility of Client. Removal of cuttings from the project
site will remain the obligation of Client. Absent direction from Client, NRG may return all
contaminated samples and laboratory byproducts to Client for proper
disposal or treatment.



9.
Buried Utilities. In those situations where NRG performs subsurface exploration, Client, to the extent of its knowledge, will furnish to NRG information identifying the type and
location of utilities and other man-made objects beneath the
surface of the project site. NRG will take reasonable precautions to avoid damaging these utilities or objects. Prior to penetrating
the project site’s surface, NRG will furnish Client a plan indicating the locations intended for
penetration. Client will approve the location of these penetrations and authorize NRG to proceed.




10. Standard of Care. All work performed under the terms of this Agreement by NRG will
meet or exceed the care and skill exercised by 

reputable members of its profession practicing under similar circumstances at the same time and in
the same locality.




11. Confidentiality. All information related to the Orders and the Services pursuant to
this Agreement will remain confidential. NRG will not divulge to anyone communication (or part or
substance thereof) received from or given to Client in connection
with NRG’s Services pursuant to
this Agreement, except; (a) at the express and specific
direction of Client; or (b) in compliance
with the final order of a court of appropriate jurisdiction or of an administrative body of
appropriate jurisdiction; or (c) as may be required by applicable rule, regulation, ordinance or
law. Upon termination of this Agreement, NRG, if requested, will
return to Client all maps, books, or other information or materials supplied by Client to facilitate
the Services.




12. Headings. The various headings in this Agreement are inserted for convenience only and
shall not affect the meaning or interpretation of this Agreement or any section or provision hereof.




13. Attorneys’ Fees. In the event either party shall be successful in any suit for damages
for breach of this Agreement, including nonpayment of invoices, or to enforce this Agreement or to
enjoin the other party from violating this Agreement, such party shall be entitled to recover as
part of its damages its reasonable legal costs and expenses for bringing and maintaining any such
action.




14.
Waiver of Terms and Conditions. The failure of
either party in any one or more
instances to enforce one or more of the terms or conditions of this Agreement or to exercise any
right or privilege in this Agreement, or the waiver by either party of any breach of the terms or
conditions of this Agreement, shall not be construed as thereafter waiving any such terms,
conditions, rights, or privileges, and the same shall continue and remain in
force and effect as if no such failure to enforce had occurred.




15.
Governing Law. This Agreement shall be deemed to be an Agreement made under the laws
of the State of Minnesota, and for all purposes it, plus any related or supplemental exhibits,
schedules, documents, or notices, shall be construed in accordance with and governed by the laws
of such
state.




16.
Construction. Wherever possible,  each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law, but if any provision
of this Agreement or any related document shall be invalid under applicable law, such provision
shall be ineffective only to the extent of such invalidity without
invalidating the remainder of
such provision or the remaining provisions of this Agreement or such related document.




17. Survival. All express representations, indemnifications, or limitations of liability
included in this Agreement will survive its completion or termination
for any reason and NRG’s
completion of the Services contemplated herein.




18. Notices. All notices given with respect to this Agreement shall be in writing to
the parties at their respective addresses as shown in this Agreement.



19. Entire Agreement. This Agreement together with its Exhibit A constitutes and expresses
the entire agreement and understanding between the parties hereto, and all previous discussions,
promises, representations, and understandings between the parties
hereto are merged herein.




          The parties hereto have caused this Agreement to be appropriately executed as of
the day and year first above written.




	 	 	 	 	 	 	 	 	 	 	 
	NATURAL RESOURCE GROUP, INC.	 	 	 	AGASSIZ ENERGY, LLC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Todd A. Potas
	 	 	 	By:
	 	/s/ Donald Sargeant	 	 
	Its:

	 	 

Principal
	 	 	 	Its:
	 	 

Chairman
	 	 
	Date:

	 	5/18/05
	 	 	 	Date:
	 	5/23/05	 	 
	1000 IDS Center	 	 	 	           510 Couty Road 71	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	80 South Eighth Street	 	 	 	           Crookston, MN 56716	 	 
	Minneapolis, MN 55402	 	 	 	 	 	 	 	 
	Attn: Todd Potas, PE, OEP	 	 	 	Attn:  Don Sargeant	 	 
	Phone: (612) 347-6789	 	 	 	Phone:  218.281.8442	 	 
	Fax: (612) 347-6780	 	 	 	e-mail:  Sargeant@mail.crk.umn.edu	 	 






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