Exhibit 10.2


 





 


Agreement


for


Pre-Construction Services


between


Blackhawk Biofuels, LLC


and


Renewable Energy Group, LLC


 


WHEREAS, Blackhawk Biofuels, LLC
(OWNER) has made a commitment to develop a 30 million gallon per year Biodiesel
Plant to utilize soybean oil and similar vegetable oil feedstocks and rendered
animal fats and is diligently pursuing full funding that will move this project
forward, and


 


WHEREAS, Renewable Energy Group,
LLC (REG) was formed to provide turn-key engineering and construction (design-build)
services for biodiesel facilities, which; are designed for product to meet ASTM
D6751 biodiesel specifications. and


 


WHEREAS, both parties are
targeting a field construction start date in the Fourth Quarter of 2006 and
recognize that time is of the essence and to meet that projected start date
certain Engineering and long lead time activities need to progress,


 


NOW THEREFORE, IT IS AGREED by
and between OWNER and REG as follows:


 


1.               In recognition of REG’s expertise and
technical assistance capabilities, OWNER will retain REG to complete
Pre-Construction Services, including the following:


 


A.           Additional engineering consisting of:


•                  Crown Iron Works
Process and Instrumentation Diagrams (P&IDs).


•                  Crown Iron Works
Piping Isometric drawings (ISOs).


•                  Expanded General
Arrangement drawings (GARs).


•                  Expanded
Architectural drawings (ARCs) as required.


•                  Site Civil
drawings (CIVs - drawing index, final grading, drainage and site utility
plans).


 


	
   

  	
  406 First
  Street

  
	
   

  	
  PO Box 68

  
	
   

  	
  Ralston, IA 51459

  
	
  CONFIDENTIAL

  	
  (712) 667-3500

  
	
   

  	
  Fax(712) 667-3599

  
	
   

  	
  www.renewable-energy-group.com

  



 


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•                  Initial
engineering for structural drawings - anchor bolts down (STRs - drawing index,
foundations, embeds and anchor bolts).


•                  Initial
engineering for tank drawings (TNKs).


•                  Initial
engineering for electrical drawings (ELEs - drawing index, legends and symbols,
temporary power for construction, permanent power distribution one-lines,
underground runs, grounding, and panel board details).


•                  Initial
engineering for mechanical drawings (MECs - drawing index, legends and symbols,
underground site utilities, P&IDs, tank drawings and utility rough-ins).


B.             Assistance with
additional permitting.


C.             Establish final
Project Specifications, Contract Documents and Contract Pricing.


D.            Place orders for long
lead time equipment and make required down payments on equipment. This will be
done at the discretion of REG based on both schedule and money’s
available.


 


2.               In consideration of REG’s agreement to
provide the foregoing services, OWNER agrees to pay REG the sum of $2,500,000. If
OWNER proceeds with the construction of a biodiesel facility, REG agrees that
the foregoing payment, as well as any previous payments to REG shall be
included in the final Design-Build Agreement Contract Price.


 


3.               Both parties acknowledge that any down
payments on equipment obligate REG to accept delivery and make final payment on
this equipment. Should OWNER not be in a position to accept delivery and make
final payment within 30 days of the targeted field construction start date,
then REG shall take steps to place this equipment on another REG project and
this Pre-Construction Services Agreement shall terminate.


 


4.               OWNER has the right to terminate this
Pre-Construction Services Agreement at any time by giving written notice to
REG.


 


5.               It is the intent of both OWNER and REG to
proceed directly from this Pre-Construction Services Agreement to a
Design-Build Agreement based on the Standard Form of Design-Build Agreement
and General Conditions Between Owner and Design-Builder (AGC Document No. 415).
Both parties agree to negotiate in good faith towards the execution of this
Design-Build Agreement no later than 30 days before the targeted field
construction start date. Should the parties, for whatever reason, be unable to
execute a Design-Build Agreement within 30 days after the targeted field
construction start date then this Pre-Construction Services Agreement shall
terminate.


 


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6.               Should this Agreement be terminated under
Article 3, Article 4, or Article 5 above, then REG shall
immediately take steps to stop the work and mitigate any further costs against
this Agreement. Should the final actual costs to REG (plus markup of 15%) be
less than the $2,500,000 payment then REG will reimburse the difference to
OWNER. Should the final actual costs to REG (plus markup of 15%) be higher than
the $2,500,000 payment then REG shall bear those additional costs and OWNER
shall have no further obligation to REG.


 


7.               Any and all designs, plans,
specifications, processes and other engineering or technical information or
data (herein referred to as “Confidential Information”) which are delivered to
OWNER in connection with this Agreement are confidential and proprietary to REG
and shall at all times remain the sole and exclusive property of REG. OWNER
shall not directly or indirectly be permitted, nor shall OWNER permit any other
party, to use, transfer, assign, disclose, divulge or publish any such
Confidential Information to any third party for any reason or purpose
whatsoever without the prior written consent of REG. OWNER may disseminate
Confidential Information to parties such as its employees, agents and
representatives (“Consultants”) as may need to know to aid OWNER in
analyzing for the purposes as set out above, but not until such Consultants are
aware of these provisions with respect to confidentiality, and the need to
prevent further dissemination of Confidential Information. All Confidential
Information shall be returned to REG at its request.


 


8.               REG’s obligations under this Agreement
are additionally guaranteed to OWNER by both West Central Coop and Todd &
Sargent, Inc.


 


This Agreement shall not be construed to convey any rights in REG’s
intellectual properties, including intellectual properties included in or
related to the Confidential Information. OWNER may acquire only such
rights in these intellectual properties as may be conveyed under the terms
of further construction agreements entered into between the parties, if any.


 


Entered
into as of the 26th day of April, 2006.


 


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  OWNER

  	
  RENEWABLE ENERGY GROUP, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
   

  	
  /s/ Ronald L. Mapes

  	
   

  	
  By

  	
   

  	
  /s/ Philip Sargent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
  Ronald L. Mapes

  	
   

  	
  Print Name

  	
   

  	
  Philip Sargent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Title

  	
   

  	
  Chairman

  	
   

  	
  Print Title

  	
   

  	
  Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WEST CENTRAL COOP

  	
  TODD & SARGENT, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
   

  	
  /s/ Jeffrey Stroburg

  	
   

  	
  By

  	
   

  	
  /s/ Paul Sondgeroth

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
  Jeffrey Stroburg

  	
   

  	
  Print Name

  	
   

  	
  Paul Sondgeroth

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Title

  	
   

  	
  President

  	
   

  	
  Print Title

  	
   

  	
  Vice President

  	
   

  
													



 


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