exv10w9



 







Exhibit 10.9




Agricultural Utilization Research Institute

Agricultural Innovation Center (AIC)

Minnesota’s Center For Producer-Owned Energy

Green Field Energy Program




COLLABORATION AGREEMENT



COLLABORATION AGREEMENT made by Agricultural Utilization Research Institute (AURI)/Minnesota’s
Center For Producer-Owned Energy hereinafter referred to as Agricultural Innovation Center (AIC)
and New Harvest Ethanol (NHE), Federal Tax Identification Number 41-1991009, and State Tax
Identification Number 5247824 AURI/AIC Project Number AIC004.



WHEREAS, AURI/AIC and NHE executed an Initial Assistance Agreement effective on August 23, 2004.



WHEREAS, NHE desires services, including but not limited to Technical Assistance, Business
Assistance, or Organizational, Outreach and Development Assistance (Core Services) from AURI/AIC,
and AURI/AIC is willing to provide this assistance to NHE.



NOW, THEREFORE, it is agreed by and between AURI/AIC and NHE that:





	I.	 	Duration of Agreement: This collaboration agreement shall be effective from September
16, 2004 through June 30, 2005.
	 
	II.	 	Project Funding: In consideration of NHE’s compliance with the terms and conditions
contained in this AGREEMENT and attachments hereto, funding shall be provided as follows:





	 	 	 	 	 
	AIC
	 	$	105,000.00	 
	New Harvest Ethanol (Cash)
	 	 	100,000.00	 
	New Harvest Ethanol (In-Kind)
	 	 	5,000.00	 
	 
	Total
	 	$	210,000.00	 







	III.	 	Discretion: AURI/AIC in its sole discretion may provide or not provide each, any or all
Core Services to NHE.
	 
	IV.	 	Conditions: NHE’s receipt of AURI/AIC Core Services pursuant to this collaborative
agreement is subject to the continued availability of the U.S. Department of Agriculture’s Ag
Innovation Demonstration Grant Program funding, and is also subject to each, every and all
condition(s) contained in the written Appendices, and to each, every and all applicable rules or
regulations adopted or
amended by AURI/AIC which conditions, rules and regulations shall be communicated by AURI/AIC to
NHE in writing.
	 
	V.	 	AURI/AIC’s Responsibilities:




 









 












	 	A.	 	Project Manager: AURI/AIC personnel will serve as primary project manager(s) for Project #
AIC004. As project activities are completed, all project invoices, including invoices with respect
to services from third-party suppliers, will be submitted to AURI/AIC for review and approval and,
if approved, payment by AURI/AIC.
	 
	 	B.	 	Invoices: AURI/AIC will issue invoices quarterly on a predetermined basis to NHE for its
committed share of activities rendered on its behalf. The first invoice issued to NHE may be for
less than three months.
	 
	 	C.	 	Reports: With each invoice provided to NHE AURI/AIC will provide to NHE a project outline
demonstrating the progress of the project to date.
	 
	 	D.	 	In-Kind Assistance: AURI/AIC will provide Core Services to NHE equal to the match that NHE
expends on Project # AIC004 as outlined in the project budget and work plan.






	VI.	 	NHE’s Responsibilities:






	 	A.	 	Project Activity: Assure that NHE through its personnel, staff and management is actively
involved in all phases of Project # AIC004 and that NHE meets its commitment requirements.
	 
	 	B.	 	Payment of AURI/AIC Invoices: Make payment of each AURI/AIC invoice within 30 days of the
invoice date.
	 
	 	C.	 	Reports: A report outlining NHE’s progress and in-kind portion of the project match shall be
submitted with each invoice payment.
	 
	 	D.	 	Irrevocable Letter of Credit: Provide to AURI/AIC a bank’s irrevocable letter of credit, or
other documentation acceptable to AURI/AIC certifying the availability of cash committed to Project
# AIC004.
	 
	 	E.	 	Workplan and Budget: NHE shall fully comply with Project # AIC004, the project workplan and
budget as presented in the Appendices to this Agreement. See paragraph “XII. Amendment” of this
agreement regarding changes to the project agreement.






	VII.	 	Non-Payment of Invoices: Non-payment of AURI/AIC invoices by NHE will result in project
suspension on day thirty-five (35) following the invoice date.
	 
	VIII.	 	Default: If NHE fails to perform any term, condition or responsibility created by this
Agreement with respect to Project # AIC004 the providing of Core Services by




 









 







	 	 	AURI/AIC shall
immediately cease. Upon NHE’s failure to perform any term, condition or responsibility created by
this Agreement with respect to Project # AIC004, NHE shall be responsible to pay AURI/AIC the value
of each, any and all Core Services provided by AURI/AIC to Project # AIC004.
	 
	IX.	 	Waiver of Claims. NHE waives and forever discharges any claim for damages or specific
performance whether at law or in equity with regard to Core Services which NHE receives or does not
receive from AURI/AIC pursuant to this collaborative agreement.
	 
	 	 	NHE shall indemnify, hold harmless and defend AURI/AIC and its employees from any and all claims
and causes of action arising from the failure of any third party to fulfill its funding commitment
to NHE or AURI/AIC. This paragraph shall survive the termination of this agreement.
	 
	X.	 	Project Completion: Upon completion of Project #AIC004:






	 	A.	 	AURI/AIC shall provide to NHE a final invoice for any outstanding cost-shared
expenditures.
	 
	 	 	 	Upon AURI/AIC receiving final payment from NHE, AURI/AIC shall provide:






	 	1.	 	A final report to NHE, and
	 
	 	2.	 	A Receipt of NHE’s final payment, and
	 
	 	3.	 	Documentation of the Center’s services provided.






	 	B.	 	NHE shall pay the invoice within 30 days of the date of the final invoice, and shall
provide documentation of match not previously reported to AURI/AIC.






	XI.	 	Promotion/Publicity: NHE shall not use AURI/AIC’s name for advertising, promotional, or
publicity purposes, other than to reflect the collaborative relationship of AURI/AIC and NHE
without the written permission of AURI/AIC’s Director of Communications.
	 
	XII.	 	Assignment: NHE shall not assign or transfer any right(s) or obligation(s) created by this
agreement without the prior written consent of AURI/AIC.
	 
	XIII.	 	Amendment: This collaborative agreement may only be changed by a written amendment approved
and signed by AURI/AIC and NHE.
	 
	XIX.	 	Waiver: AURI/AIC does not waive any of its rights by failing to enforce any obligation of NHE
which is created by this agreement.




 









 






	XV.	 	Parties Bound: This funding agreement shall bind AURI/AIC, its Assigns or Successors in
interest and NHE, its Assigns or Successors in interest.
	 
	XVI.	 	Confidentiality: AURI/AIC will treat all mutually agreed upon information provided by
applicant as confidential. Minnesota Statutes stipulate that information provided to or gathered by
AURI/AIC related to its programs must be treated as private data. Such data includes:






	 	A.	 	Financial data, statistics and information furnished in connection with AURI/AIC and/or AURI/AIC
financial assistance, including credit information, financial statements of net worth, income tax
returns (either personal or corporate) and any other personal financial records;
	 
	 	B.	 	Security information, trade secret information, or labor relations information disclosed to
members of the Board or employees of AURI/AIC with regard to service delivery.






	 	 	If proprietary information is provided to AURI/AIC, it should be limited, set apart from the rest
of the text of the application, and clearly marked as CONFIDENTIAL. AURI/AIC will limit the
dissemination of such information to staff and project reviewers on a confidential basis; but in
any event, AURI/AIC does not assume any liability for inadvertent disclosures.
	 
	 	 	Once a project is approved for assistance, to the extent permitted by law, AURI/AIC will not make
public any information disclosing product, process, commodity, invention, technology, innovation,
or service delivered through the Green Field Energy Program until a patent, copyright or trademark
is applied for, or for two years after completion of the project, whichever comes first. In any
event, AURI/AIC does not assume any liability for inadvertent disclosure.
	 
	XVII.	 	Captions: Captions in this funding agreement are for convenience of reference only.
	 
	XVIII.	 	No Partnership, Joint Venture, or Fiduciary Relationship Created: Nothing contained in this
collaborative agreement shall be interpreted so as to create a joint venture or relationship of
principal or agent between AURI/AIC and NHE.
	 
	XIX.	 	Cumulative Rights: No right or remedy conferred or reserved to AURI/AIC or NHE is exclusive.
Each right or remedy shall be cumulative and in addition to every other right or remedy existing at
law, in equity or by Statute. Delay or omission on the part of AURI/AIC or NHE in exercising any
right shall not operate as a waiver of such right or any other right. A waiver of a right or remedy
on any one occasion shall not be considered as a bar or waiver of the ability to exercise any right
or remedy in the future.
	 
	XX.	 	Entire Agreement: This collaborative agreement contains the entire understanding of AURI/AIC
and NHE. No representations, promises or undertakings, whether oral, implied or written have been
made by either AURI/AIC or NHE unless expressly stated in this collaborative agreement and neither
AURI/AIC nor NHE has relied on any verbal




 









 






	 	 	representations, agreements, or understandings not
expressly set forth in this collaborative agreement.
	 
	XXI 	 	Attorney’s Fees: In any action or proceeding pursuant to this agreement, the prevailing party
shall be entitled to any fees, costs, expenses and disbursements from the non-prevailing party.
This paragraph will survive the termination of this agreement.
	 
	XXII.	 	Minnesota Law: This agreement shall be construed and enforced pursuant to the laws of the
State of Minnesota.




In WITNESS WHEREOF, AURI/AIC and NHE sign this agreement to be effective on the day and date first
above written.




	 	 	 	 	 	 	 
	New Harvest Ethanol	 	Agricultural Utilization Research Institute / Agricultural Innovation Center (AURI/AIC)
	 
	 	 	 	 	 	 
	By:

	 	/s/ Donald Sargeant
	 	By:
	 	/s/ Edgar Olson
	 

	 	 
	 	 	 	 
	Title: Chief Manager	 	Executive Director
	Signed on the 7th day of Sept.	 	Signed on the
3rd day of Sept. 04






APPENDICE





	A.	 	Budget-Work Plan






 









 







Work
Plan — Budget (Detail)
 

Title: AIC 004 New Harvest Ethanol



Funding Contributions Summary




	 	 	 	 	 
	AURI/AIC Staff Time
	 	$	6,453.92	 
	New Harvest Cash
	 	$	100,000.00	 
	New Harvest In-Kind
	 	$	5,000.00	 
	Federal Cash
	 	$	105,000.00	 
	 
	 	 	 
	Total Project Budget
	 	$	216,453.92	 
	 
	 	 	 






Internal AIC Resources Needed




	 	 	 	 	 	 	 	 	 
	Staff member	 	Task	 	Deliverable	 	Approx Hrs
	Michael Sparby

	 	Project Development
	 	Developed Project
	 	 	150	 
	 

	 	 	 	Totals
	 	 	150	 
	 
	 	 	 	 	 	 	 	 






AIC Center Staff




	 	 	 	 	 	 	 	 	 
	Staff member	 	Task	 	Deliverable	 	Approx Hrs	 
	Center Admin Staff
	 	Project Administration	 	Project Administration	 	 	22	 
	 
	 	 	 	 	 	 	22	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	Total Staff Resources Committed	 	$	6,453.92	 






External Collaborators / Service Providers




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	AURI	 	Partner	 	New Harvest	 	Federal
	Service Provider	 	Task	 	Deliverable	 	Approx Cost	 	Cash	 	In-Kind	 	Cash	 	In-Kind	 	Cash	 	Cash
	Unknown

	 	Process and Environmental Analysis
	 	Completed assessment with go/no go

recomedation
	 	 	40,000	 	 	 	 	 	 	 	 	 	 	 	 	 	20,000	 	 	 	20,000	 
	Unknown

	 	Engineering Review and Feasibility
	 	Completed assessment with go/no go

recomedation
	 	 	40,000	 	 	 	 	 	 	 	 	 	 	 	 	 	20,000	 	 	 	20,000	 
	Unknown

	 	Business / Marketing Plan
	 	Completed Plan
	 	 	30,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	30,000	 
	Unknown

	 	Legal Consultation
	 	Completed Business Structure
	 	 	30,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	30,000	 
	Unknown

	 	Consultant/ Project Management
	 	 	 	 	60,000	 	 	 	 	 	 	 	 	 	 	 	 	 	60,000	 	 	 	 	 
	CDS

	 	Producer Training
	 	Educated Board of Directors
	 	 	10,000	 	 	 	 	 	 	 	 	 	5,000	 	 	 	 	 	 	 	5,000	 
	 	 	 	 	 	 	 
	 

	 	 	 	Totals
	 	 	210,000	 	 	 	 	 	 	 	 	 	5,000	 	 	 	100,000	 	 	 	105,000	 
	 	 	 	 	 	 	 






Direct & Indirect Project-Related Expenses




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	AURI	 	Partner	 	New Harvest	 	Federal
	Month	 	Vendor	 	Description	 	Approx Cost	 	Cash	 	In-Kind	 	Cash	 	In-Kind	 	Cash	 	Cash
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 






Project-related Travel




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	AURI	 	Partner	 	Beneficiary	 	Federal
	Month	 	Destination	 	Purpose	 	Approx Cost	 	In-Kind	 	In-Kind	 	In-Kind	 	Cash
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Totals	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 







 









 








AGRICULTURAL INNOVATION CENTER

CENTER FOR PRODUCER-OWNED ENERGY




Resolution 04-04



BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE AGRICULTURAL INNOVATION CENTER, CENTER FOR
PRODUCER-OWNED ENERGY THAT THE FOLLOWING IS HEREBY APPROVED*:




	 	 	 
	Project Name:
	 	New Harvest Coop
	 
	 	Project Team Number: AIC-O04
	 
	 	 
	Applicant:
	 	New Harvest Ethanol
	 
	 	510 County Road 71, Suite 1
	 
	 	Crookston, MN 56716
	 
	 	 
	Program:
	 	Green Field Energy Program (GFEP)
	 
	 	 
	AIC Funds Requested:
	 	$105,000 (AIC Federal Project Fund)
	Phase I:
	 	$40,000
	Producer Training:
	 	$5,000
	Phase II**:
	 	$60,000
	 
	 	 
	New Harvest Ethanol:
	 	$100,000 (Cash Match)
	Phase I:
	 	$40,000
	Phase II**:
	 	$60,000
	 
	 	 
	New Harvest Ethanol:
	 	$5,000 (In-Kind Match)
	Phase I — Producer Training
	 	 








 






			
	*	 	Approval is contingent upon cash and in-kind match being
obligated by contributing partners.
	 
	**	 	Phase II is contingent upon successful completion of Phase
I.






Adopted: September 16, 2004




	 	 	 	 	 
	 	 	 
	 	                                    /s/ Bob Kirchner
 	 
	 	Bob Kirchner, President 	 
	 	 	 
	 




 









 








AURI/New Harvest/Agassiz Energy Grant — September 16, 2004 through June 1, 2006




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Date	 	Provider	 	Deliverable	 	AURI	 	Agassiz	 	In-kind
	Project Feasibility — $80,000 ($40,000 each)	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	1/15	 	 	Greenway	 	Consulting Plan	 	$	10,000	 	 	$	10,000	 	 	 	 	 
	 
	 	 	5/10	 	 	NRG/Greenway	 	Environmental Analysis	 	$	10,000	 	 	$	10,000	 	 	 	 	 
	 
	 	 	5/10	 	 	Greenway	 	Process Analysis	 	$	10,000	 	 	$	10,000	 	 	 	 	 
	 
	 	 	5/10	 	 	Greenway	 	Engineering Review	 	$	10,000	 	 	$	10,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Business/Marketing — $45,000 AURI	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	10/05	 	 	Val-Add Service	 	Business Plan	 	$	10,000	 	 	$	10,000	 	 	 	 	 
	 
	 	 	12/05	 	 	Val-Add Service	 	Business Plan	 	$	11,500	 	 	$	11,500	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Legal Consultation — $75,000 AURI	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	12/05	 	 	Leonard, O’Brien	 	Legal — Contract signing	 	$	12,500	 	 	$	12,500	 	 	 	 	 
	 
	 	 	3/06	 	 	Leonard, O’Brien	 	Legal — SEC filing	 	$	12,500	 	 	$	12,500	 	 	 	 	 
	 
	 	 	4/06	 	 	Leonard, O’Brien	 	Legal — SEC amendment	 	$	7,500	 	 	$	7,500	 	 	 	 	 
	 
	 	 	6/06	 	 	Leonard, O’Brien	 	Legal  SEC amendment	 	$	5,000	 	 	$	5,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Board Training $10,000 — ($5,000 each)	 	 	 	 	 	 	 	 	 	 	 	 
	Board mileage
	 	 	1/25	 	 	Board members	 	training	 	 	 	 	 	 	 	 	 	$	2,890	 
	Edberg In-kind
	 	 	1/25	 	 	Edberg	 	training	 	 	 	 	 	 	 	 	 	$	1,269	 
	Edberg Expenses
	 	 	1/25	 	 	Edberg	 	training	 	$	1,269	 	 	 	 	 	 	 	 	 
	Meals, Conference Phone
	 	 	1/25	 	 	UMC	 	training	 	$	139	 	 	 	 	 	 	 	 	 
	Taylor Expenses
	 	 	5/10	 	 	Taylor	 	training	 	$	2,286	 	 	 	 	 	 	 	 	 
	Taylor In -kind
	 	 	5/10	 	 	Taylor	 	training	 	 	 	 	 	 	 	 	 	$	1,694	 
	 
	 	 	 	 	 	 	 	Expended to Date	 	$	102,694	 	 	$	99,000	 	 	$	5,853	 
	 
	 	 	 	 	 	 	 	Grant Amount	 	$	105,000	 	 	$	100,000	 	 	$	5,000	 







 









 








AMENDMENT #1 TO




AGRICULTURAL UTILIZATION RESEARCH INSTITUTE

AGRICULTURAL INNOVATION CENTER (AIC)

Minnesota’s Center for Producer-Owned Energy

Green Field Energy Program




COLLABORATION AGREEMENT



RE: AIC
Project number AIC004 “Agassiz Energy, LLC” Project:



Item I. Duration of the agreement: “This collaboration agreement shall be effective from September
16, 2004 through June 30, 2005.” is restated to read “This collaboration agreement shall be
effective from September 16, 2004 through June 1, 2006.”



All other portions of the Agreement remain the same.




	 	 	 	 	 	 	 
	Agricultural Utilization Research Center/	 	Agassiz Energy, LLC
	Agricultural Innovation Center (AURI/AIC)	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Edgar Olson
	 	By:
	 	/s/ Donald Sargeant
	 

	 	 
	 	 	 	 
	 

	 	Edgar Olson
	 	 	 	Donald Sargeant
	 
	 	 	 	 	 	 
	Title:

	 	Executive Director
	 	Title:
	 	Chief Manager
	 
	 	 	 	 	 	 
	Date:

	 	September 22, 2005
	 	Date:
	 	September 23, 2005







 









 







	 	 	 	 	 	 	 	 	 	 	 
	Work Plan — Budget (Detail)
	 
	Title:	 	AIC004	 	September 7, 2005 — Revised	 	 	 	 	 	 





Internal AIC Resources Needed




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	AURI
	Staff Member	 	Task	 	Deliverable	 	Approx Hrs	 	In-Kind
	Michael Sparby

	 	Project Development
	 	Develop Project
	 	 	150	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Totals
	 	 	150	 	 	 
	 	 	 	 	 	 	 






AIC Center Staff




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Federal
	Staff Member	 	Task	 	Deliverable	 	Approx Hrs	 	Cash
	Tom Melin

	 	Project Management
	 	Develop Project
	 	 	150	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	150	 	 	 
	 	 	 	 	 	 	 






External Collaborators / Service Providers




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	AURI	 	Partner	 	Beneficiary	 	Federal
	Service Provider	 	Task	 	Deliverable	 	Approx Cost	 	Cash	 	In-Kind	 	Cash	 	In-Kind	 	Cash	 	Cash
	Greenway

	 	Process & environmental
Analysis
	 	Completed with go/nogo
decision
	 	 	40,000	 	 	 	 	 	 	 	 	 	 	 	 	 	20,000	 	 	 	20,000	 
	Greenway

	 	Engineering Review &
Feasibility
	 	Completed with go/nogo
decision
	 	 	40,000	 	 	 	 	 	 	 	 	 	 	 	 	 	20,000	 	 	 	20,000	 
	Unknown

	 	Business/Marketing Plan
	 	Completed Plan
	 	 	75,000	 	 	 	 	 	 	 	 	 	 	 	 	 	45,000	 	 	 	30,000	 
	Unknown

	 	Legal; consultation
	 	Completed Business
Structure
	 	 	45,000	 	 	 	 	 	 	 	 	 	 	 	 	 	15,000	 	 	 	30,000	 
	CDS

	 	Producer Training
	 	Educated Board of Directors
	 	 	10,000	 	 	 	 	 	 	 	 	 	5,000	 	 	 	 	 	 	 	5,000	 
	 

	 	 	 	Totals
	 	 	210,000	 	 	 	 	 	 	 	 	 	5,000	 	 	 	100,000	 	 	 	105,000	 
	 	 	 	 	 	 	 






Direct & Indirect Project-Related Expenses




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	AURI	 	Partner	 	Beneficiary	 	Federal
	Month	 	Vendor	 	Description	 	Approx Cost	 	Cash	 	In-Kind	 	Cash	 	In-Kind	 	Cash	 	Cash
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Totals	 






Project-related Travel




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	AURI	 	Partner	 	Beneficiary	 	Federal
	Month	 	Destination	 	Purpose	 	Approx Cost	 	In-Kind	 	In-Kind	 	In-Kind	 	Cash
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Totals