EXHIBIT 10.6 - Design-Build
            Agreement


            THE ASSOCIATED
            GENERAL CONTRACTORS OF AMERICA


            
            
            


            	
                         

                    
	
                        

                    
	
                        
                        STANDARD FORM OF
                        DESIGN-BUILD

                        AGREEMENT AND GENERAL CONDITIONS

                        BETWEEN OWNER AND CONTRACTOR

                    
	
                         

                    
	
                        
                        (Where the Basis of
                        Payment is a Lump Sum)

                    
	
                        

                    



            TABLE OF
            ARTICLES


            	
                         

                    	
                         

                    	
                         

                    
	
                        1.

                    	
                         

                    	
                        AGREEMENT

                    
	
                        2.

                    	
                         

                    	
                        GENERAL
                        PROVISIONS

                    
	
                        3.

                    	
                         

                    	
                        CONTRACTOR’S
                        RESPONSIBILITIES

                    
	
                        4.

                    	
                         

                    	
                        OWNER’S
                        RESPONSIBILITIES

                    
	
                        5.

                    	
                         

                    	
                        
                        SUBCONTRACTS

                    
	
                        6.

                    	
                         

                    	
                        CONTRACT
                        TIME

                    
	
                        7.

                    	
                         

                    	
                        CONTRACT
                        PRICE

                    
	
                        8.

                    	
                         

                    	
                        CHANGES IN THE
                        WORK

                    
	
                        9.

                    	
                         

                    	
                        PAYMENT

                    
	
                        10.

                    	
                         

                    	
                        INDEMNITY, INSURANCE
                        AND WAIVER OF SUBROGATION

                    
	
                        11.

                    	
                         

                    	
                        TERMINATION OF THE
                        AGREEMENT AND OWNER’S RIGHT TO PERFORM CONTRACTOR’S
                        RESPONSIBILITIES

                    
	
                        12.

                    	
                         

                    	
                        DISPUTE
                        RESOLUTION

                    
	
                        13.

                    	
                         

                    	
                        MISCELLANEOUS
                        PROVISIONS

                    
	
                        14.

                    	
                         

                    	
                        LIST OF CONTRACT
                        DOCUMENTS

                    


            


            	
                         

                    	
                         

                    
	
                        

                    
	
                        AGC DOCUMENT NO. 415
                        • STANDARD FORM OF DESIGN-BUILD AGREEMENT AND GENERAL CONDITIONS
                        BETWEEN OWNER AND CONTRACTOR © 1993, The Associated General
                        Contractors of America

                    	
                        
                        1

                    


            

            


            

            


            	
                         

                    
	
                        

                    
	
                        This
                        Agreement has important legal and insurance consequences. Consultation with
                        an attorney and insurance consultant is encouraged with respect to its
                        completion or modification.

                    


            


            	
                         

                    
	
                         

                    
	
                        
                        STANDARD FORM OF
                        DESIGN-BUILD AGREEMENT AND

                        GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR

                        (Where the Basis of Payment is a Lump Sum)

                    
	
                         

                    



            ARTICLE 1

            AGREEMENT


            This Agreement is made this
            10th day of October in the year 2006‚ by and between
            the


            	
                         

                    	
                         

                    	
                         

                    
	
                        
                        OWNER

                    	
                         

                    	
                         

                    
	
                        (Name and
                        Address)

                    	
                         

                    	
                        East Fork
                        Biodiesel, LLC

                    
	
                         

                    	
                         

                    	
                        105 North Hall
                        Street, P O Box 21

                    
	
                         

                    	
                         

                    	
                        Algona, Iowa
                        50511

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    
	
                        and the

                    	
                         

                    	
                         

                    
	
                        
                        CONTRACTOR

                    	
                         

                    	
                         

                    
	
                        (Name and
                        Address)

                    	
                         

                    	
                        REG Construction
                        Services, LLC (REG)

                    
	
                         

                    	
                         

                    	
                        406 First Street,
                        P O Box-128

                    
	
                         

                    	
                         

                    	
                        Ralston,
                        IA-5l459

                    


            


            	
                         

                    	
                         

                    
	
                        for services in
                        connection with the following

                    
	
                        
                        PROJECT

                    	
                        New 60 Million
                        Gallon Per Year Biodiesel Facility

                    



            Notice to the
            parties shall be given at the above addresses.


            ARTICLE 2

            GENERAL PROVISIONS


            2.1 TEAM
            RELATIONSHIP The Owner and the Contractor agree to proceed with the Project on the
            basis of trust, good faith and fair dealing. The Contractor agrees to procure the
            architectural and engineering services set forth below, and to furnish construction and
            administration of the Work.


            2.2
            ARCHITECT/ENGINEER Architectural and engineering services shall be procured from
            licensed, independent design professionals retained by the Contractor or furnished by
            licensed employees of the Contractor, or as permitted by the law of the state where the
            Project is located. The person or entity providing architectural and engineering
            services shall be referred to as the Architect/Engineer. If the Architect/Engineer is
            an independent design professional, the architectural and engineering services shall be
            procured and payments shall be made pursuant to a separate agreement between the
            Contractor and the Architect/Engineer. The architectural_and engineering services are
            independent of the work or services provided directly by the Contractor. The
            Architect/Engineer for the Project is Todd & Sargent, Inc.


            2.3 EXTENT OF
            AGREEMENT This Agreement is solely for the benefit of the parties, represents the
            entire and integrated agreement between the parties, and supersedes all prior
            negotiations, representations or agreements, either written or oral.


            2.4
            DEFINITIONS


            	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        .1 The
                        Contract Documents consist of:

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        a. Change Orders and
                        written amendments to this Agreement signed by both the Owner and
                        Contractor;

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        b. this Agreement,
                        except for the existing Contract Documents set forth in item e
                        below;

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        c. the most current
                        Documents approved by the Owner pursuant to Subparagraph 3.1.1;

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        d. the information
                        provided by the Owner pursuant to Clause 4.1.2.1;

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        e. the Contract
                        Documents in existence at the time of this Agreement which are set forth in
                        Article 14;

                    


            


            	
                         

                    	
                         

                    
	
                        

                    
	
                        AGC DOCUMENT NO. 415
                        • STANDARD FORM OF DESIGN-BUILD AGREEMENT AND GENERAL CONDITIONS
                        BETWEEN OWNER AND CONTRACTOR © 1993, The Associated General
                        Contractors of America

                    	
                        
                        2

                    


            

            


            

            


            	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        f. the Owner’s
                        Program provided pursuant to Subparagraph 4.1.1.

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        In case of any
                        inconsistency, conflict or ambiguity among the Contract Documents, the
                        Documents shall govern in the order in which they are listed
                        above.

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        .2 The Work
                        is the Design Services procured in accordance with Paragraph 3.1, the
                        Construction Services provided in accordance with Paragraph 3.2, Additional
                        Services in accordance with Paragraph 3.7, and other services which are
                        necessary to complete the Project in accordance with and reasonably
                        inferable from the Contract Documents.

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        .3 The term
                        Day shall mean calendar day.

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        .4 A
                        Subcontractor is a person or entity who has an agreement with the
                        Contractor to perform any portion of the Work. The term Subcontractor does
                        not include the Architect/Engineer or any separate contractor employed by
                        the Owner or any separate contractor’s subcontractors.

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        .5 A
                        Subsubcontractor is a person or entity who has an agreement with a
                        Subcontractor to perform any portion of the Subcontractor’s
                        work.

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        .6
                        Substantial Completion of the Work, or of a designated
                        portion, occurs on the date when construction is sufficiently
                        complete in accordance with the Contract Documents so that the Owner can
                        occupy or utilize the Project, or a designated portion,
                        for the use for which it is intended. This date shall be confirmed by a
                        certificate of Substantial Completion signed by the Owner and Contractor.
                        The certificate shall state the respective responsibilities of the Owner
                        and Contractor for security, maintenance, heat, utilities, damage to the
                        Work, and insurance. The certificate shall also list the items to be
                        completed or corrected, and establish the time for their completion and
                        correction.

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        .7 The
                        Owner’s Program is an initial description of the Owner’s
                        objectives, including budgetary and time criteria, space requirements and
                        relationships, flexibility and expendability requirements, special
                        equipment and systems, and site requirements.

                    



            ARTICLE 3

            CONTRACTOR’S RESPONSIBILITIES


            The Contractor
            shall be responsible for procuring the design and for the construction of the Work
            consistent with the Owner’s Program, as such Program may be modified by the Owner
            during the course of the Work. The Contractor shall exercise reasonable skill and
            judgment in the performance of the Work.


            3.1 DESIGN
            SERVICES


            3.1.1
            DRAWINGS AND SPECIFICATIONS The Contractor shall submit for the Owner’s
            written approval Drawings and Specifications based on the Contract Documents or any
            further development of Contract Documents that have been approved in writing by the
            Owner. The Drawings and Specifications shall set forth in detail the requirements for
            construction of the Work, and shall be based upon codes, laws or regulations enacted at
            the time of their preparation. Construction shall be in accordance with these approved
            Drawings and Specifications. One set of these documents shall be furnished to the Owner
            prior to commencement of construction. Contractor will provide
            “as-built” drawings to Owner at Substantial Completion.


            3.1.2
            OWNERSHIP OF DOCUMENTS All documents shall remain the property of the Contractor
            and are not to be used by the Owner without the written consent of the Contractor.
            Contractor vests in Owner a limited irrevocable license to use the documents and
            work product in connection with Owner’s occupancy‚ operation and repair of
            the Work/Project and Contractor shall provide Owner with a copy of the
            “as-built” plans related to the Work/Project.


            3.2
            CONSTRUCTION SERVICES


            3.2.1
            Construction will commence upon the issuance by the Owner of a written notice to
            proceed.


            3.2.2 In
            order to complete the Work, the Contractor shall provide all necessary construction
            supervision, inspection, construction equipment, construction labor, materials, tools
            and subcontracted items.


            3.2.3 The
            Contractor shall give all notices and comply with all laws and ordinances legally
            enacted at the date of execution of the Agreement which govern the proper performance
            of the Work.


            3.2.4 The
            Contractor shall maintain the Schedule of Work. This schedule shall indicate the dates
            for the start and completion of the various stages of the construction including the
            dates when information and approvals are required from the Owner. It shall be revised
            as required by the conditions of the Work.


            3.2.5 The
            Contractor shall assist the Owner in securing the building permits necessary for the
            construction of the Project.


            3.2.6 The
            Contractor shall take necessary precautions for the safety of its employees on the
            Project, and shall comply with all applicable provisions of federal, state and
            municipal safety laws to prevent accidents or injury to persons on, about or adjacent
            to the Project site. The Contractor, directly or through its Subcontractors, shall
            erect and properly maintain at all times, as required by the conditions and progress of
            the Work, necessary safeguards for the protection of workers and the public. The
            Contractor, however, shall not be responsible for the elimination or abatement of
            safety hazards created or otherwise resulting from work at the Project site carried on
            by the Owner or its employees, agents, separate contractors or tenants. The Owner
            agrees to cause its employees, agents, separate contractors and tenants to abide by and
            fully adhere to all applicable provisions of federal, state and municipal safety laws
            and regulations. The above provision shall not relieve Subcontractors of their
            responsibility for the safety of persons or property in the performance of their work,
            nor for compliance with all applicable provisions of relevant laws.


            3.2.7 The
            Contractor shall keep such full and detailed accounts as may be necessary for proper
            financial management under this Agreement. The Owner shall be afforded access to all
            the Contractor’s records, books, correspondence, instructions, drawings,
            receipts, vouchers, memoranda and similar data relating to Change Order work performed
            on the basis of actual cost. The Contractor shall preserve all such records for a
            period of three years after the final payment or longer where required by
            law.


            3.2.8 The
            Contractor shall provide periodic written reports to the Owner on the progress of the
            Work as agreed to by the Owner and Contractor.


            3.2.9 At
            all times the Contractor shall maintain the site of the Work free from debris and waste
            materials resulting from the Work. At the


            	
                         

                    	
                         

                    
	
                        

                    
	
                        AGC DOCUMENT NO. 415
                        • STANDARD FORM OF DESIGN-BUILD AGREEMENT AND GENERAL CONDITIONS
                        BETWEEN OWNER AND CONTRACTOR © 1993, The Associated General
                        Contractors of America

                    	
                        
                        3

                    


            

            


            

            


            completion of
            the Work, the Contractor shall remove from the premises all construction equipment,
            tools, surplus materials, waste materials and debris.


            3.3 HAZARDOUS
            MATERIAL


            3.3.1 A
            Hazardous Material is any substance or material identified now or in the future as
            hazardous under any federal, state or local law or regulation, or any other substance
            or material which may be considered hazardous or otherwise subject to statutory or
            regulatory requirements governing handling, disposal and/or clean-up. The Contractor
            shall not be obligated to commence or continue Work until any known or suspected
            Hazardous Material discovered at the Project site has been removed, rendered or
            determined to be harmless by the Owner as certified by an independent testing
            laboratory and approved by the appropriate government agency.


            3.3.2 If
            after the commencement of the Work, known or suspected Hazardous Material is discovered
            at the Project site, the Contractor shall be entitled to immediately stop Work in the
            affected area, and the Contractor shall report the condition to the Owner and, if
            required, the government agency with jurisdiction.


            3.3.3 The
            Contractor shall not be required to perform any Work relating to or in the area of
            known or suspected Hazardous Material without written mutual agreement.


            3.3.4 The
            Owner shall be responsible for retaining an independent testing laboratory to determine
            the nature of the material encountered and whether it is a Hazardous Material requiring
            corrective measures and/or remedial action. Such measures shall be the sole
            responsibility of the Owner, and shall be performed in a manner minimizing any adverse
            effect upon the Work of the Contractor. The Contractor shall resume Work in the area
            affected by any Hazardous Material only upon written agreement between the parties
            after the Hazardous Material has been removed or rendered harmless.


            3.3.5 If
            the Contractor incurs additional costs and/or is delayed due to the presence of known
            or suspected Hazardous Material, the Contractor shall be entitled to an equitable
            adjustment in the Contract Price and/or the date of Substantial Completion.


            3.3.6 To
            the fullest extent permitted by law, the Owner shall indemnify and hold harmless the
            Contractor, Architect/Engineer, Subcontractors and Subsubcontractors, and the agents,
            officers, directors and employees of each of them, from and against any and all claims,
            damages, losses, costs and expenses, whether direct, indirect or consequential,
            including but not limited to attorney’s fees, costs and expenses incurred in
            connection with litigation or arbitration, arising out of or relating to the
            performance of the Work in any area affected by Hazardous Material. To the
            fullest extent permitted by law, such indemnification shall apply regardless of the
            fault, negligence, breach of warranty or contract, or strict liability of the
            indemnitee.


            
            3.3.7
            Notwithstanding the proceeding provisions of this Section 3.3 owner is not responsible
            for hazardous conditions and/or Hazardous Materials introduced to the Project site by
            Contractor, or by its subcontractors or sub-subcontractors, or anyone from whose acts
            they may be liable. Contractor shall indemnify, defend and hold harmless Owner and
            Owner’s officers-directors, employees and agents from and against all claims,
            losses, damages liabilities and expenses, including attorneys fees and expenses,
            arising out of or resulting from those hazardous conditions and/or Hazardous Materials
            introduced to the project site by Contractor or by its subcontractors,
            sub-subcontractors or anyone from whose acts they may be liable.


            
            3.3.7.8 The
            terms of this Paragraph 3.3 shall survive the completion of the Work under this
            Agreement and/or any termination of this Agreement.


            3.4
            ROYALTIES, PATENTS AND COPYRIGHTS The Contractor shall pay all royalties and
            license fees which may be due on the inclusion of any patented or copyrighted
            materials, methods or systems selected by the Contractor and incorporated in the Work.
            The Contractor shall defend, indemnify and hold the Owner harmless from all suits or
            claims for infringement of any patent rights or copyrights arising out of such
            selection. The Owner agrees to defend, indemnify and hold the Contractor harmless from
            any suits or claims of infringement of any patent rights arising out of any patented
            materials, methods or systems specified by the Owner. Contractor grants to the
            Owner a perpetual and irrevocable license to use any and all of Contractor’s
            technology and proprietary property related to and/or incorporated into the
            Work/Project in connection with the operation, maintenance and repair of the Work.
            Contractor represents and warrants that it has all right and interest in and to the
            technology and proprietary property (or has obtained all such rights and interests)
            related to the design, construction, operation, maintenance and repair of the
            Work/Project and has the power and authority to grant the license to Owner as
            contemplated by this Section. Owner shall pay no license fee or royalty to Contractor
            or to any other person for Owner’s use of the technology and proprietary
            property. The consideration for the license is included in the amounts payable by Owner
            to Contractor for the construction of the Work under this
            Agreement.


            Patent
            Infringement: Contractor shall defend any action or proceeding brought against Owner
            based on any claim that the Work, or any part thereof, of that the operation or use of
            the Work, or any part thereof, constitutes infringement of any United State patent or
            copyright, now or hereafter issued, including any claim relating to the failure of
            Contractor to pay royalties of license fees. If Owner is enjoined from the operation or
            use of the Work, or any part thereof, as a result to any patent or copyright suit,
            claim or proceeding, Contractor shall at its sole expense take reasonable steps to
            procure the right to operate or use the Work. If Contractor cannot so procure such
            right within a reasonable time, Contractor shall promptly, at Contractor’s
            expense, (i) modify the Work so as it avoid infringement of any such patent or
            copyright or (ii) replace such work-with work that does not infringe or violate any
            such patent or copyright; provided, however, any modified or replacement Work to the
            project shall continue to enable the plant to meet any and all performance guarantee
            criteria. Contractor shall indemnify and hold harmless Owner from any and all damages
            and claims (including without limitation, reasonable attorney fees) arising out of or
            resulting from any claim or infringement with respect to the use of the technology and
            proprietary property related to and/or incorporated into the Work/Project or for any
            breach of any provision of this Section. All provisions of this Section shall survive
            and remain in full force and effect notwithstanding any termination or expiration of
            this Agreement or the licensed granted herein.


            3.5 TAX
            EXEMPTION If in accordance with the Owner’s direction an exemption is claimed
            for taxes, the Owner agrees to defend, indemnify and hold the Contractor harmless from
            any liability, penalty, interest, fine, tax assessment, attorneys fees or other expense
            or cost incurred by the Contractor as a result of any action taken by the Contractor in
            accordance with the Owner’s direction.


            3.6
            WARRANTIES AND COMPLETION


            3.6.1 The
            Contractor warrants that all materials and equipment furnished under this Agreement
            will be new unless otherwise specified, of good quality, in conformance with the
            Contract Documents, and free from defective workmanship and materials. Warranties shall
            commence on the date


            	
                         

                    	
                         

                    
	
                        

                    	
                        

                    
	
                        AGC DOCUMENT NO. 415
                        • STANDARD FORM OF DESIGN-BUILD AGREEMENT AND GENERAL CONDITIONS
                        BETWEEN OWNER AND CONTRACTOR © 1993, The Associated General
                        Contractors of America

                    	
                        
                        4

                    


            

            


            

            


            of Substantial
            Completion of the Work or of a designated portion. The Contractor agrees to correct all
            construction performed under this Agreement which proves to be defective in workmanship
            and materials within a period of one year from the date of Substantial Completion as
            set forth in Paragraph 6.2 or for such longer periods of time as may be set forth with
            respect to specific warranties required by the Contract Documents.


            3.6.2
            Those products, equipment, systems or materials incorporated in the Work at the
            direction of or upon the specific request of the Owner shall be covered exclusively by
            the warranty of the manufacturer. There are no warranties which extend beyond the
            description on the face thereof. All other warranties expressed or implied including
            the warranty of merchantability and the warranty of fitness for a particular purpose
            are expressly disclaimed.


            3.6.3 The
            Contractor shall secure required certificates of inspection, testing or approval and
            deliver them to the Owner.


            3.6.4 The
            Contractor shall collect all written warranties and equipment manuals and deliver them
            to the Owner.


            3.6.5
            With the assistance of the Owner’s maintenance personnel, the Contractor shall
            direct the checkout of utilities and operations of systems and equipment for readiness,
            and assist in their initial start-up and testing.


            
            3.6.6 Contractor
            guarantees and warrants that the Work/Project will achieve the performance requirements
            with respect to the operation of the Work/Project set forth in that certain Process
            Guarantee which process Guarantee is incorporated into this Agreement. In the event of
            Contractor’s breach of this Agreement and warranty. Contractor shall take all
            action as necessary to remedy the deficiencies that prevented the successful
            achievement of the performance requirements at Contractor’s sole cost and
            expense.


            
            Performance tests will be
            conducted jointly by Contractor and Owner to verify achievement of the performance
            requirements. If the performance tests fail to achieve the performance requirements,
            Contractor shall promptly take such action a may be necessary to remedy, at its expense
            all deficiencies which prevented the successful completion of the performance test.
            Contractor shall be required at its sole cost and expense, to conduct one or more
            additional performance tests until such time that the performance tests confirm that
            the corrective measures have corrected the deficiencies and the Work/Project meets the
            performance requirements.


            The
            Process Guarantee shall be deemed to have been met when the facility accumulates seven
            consecutive 24 hour periods, producing 181,818 gallons or more of biodiesel per 24 hour
            period.


            
            3.6.7 Contractor
            further warrants that the Work/Project shall demonstrate that it does not exceed those
            air emission levels cumulatively allocable to the project contained in and does not
            violate the terms and conditions of the air permits issued to the Owner for the
            Project. If the Project fails to meet such an air emission levels the Contractor, at
            Contractor’s sole cost and expense, shall correct any defects or deficiencies in
            the Work/Project as necessary so that the Project does not violate or exceed such air
            emission-levels set forth in the air permits. Contractor shall continue to take
            corrective measures until subsequent performance test demonstrate that the Project does
            not exceed the air emission levels and otherwise complies with the performance
            requirements.


            
            3.6.8 The standard
            of care for all design and construction services performed by Contractor shall be the
            care and skill ordinarily used by members of the design and construction profession
            practicing under similar conditions at the same time and locality of the project.
            Notwithstanding this standard of care, the parties have agreed upon specific
            performance standards for certain aspects of the Work, which standards should be set
            forth in any performance guarantee criteria. The design and construction professional
            services shall be performed to achieve such standards.


            3.7
            ADDITIONAL SERVICES The Contractor shall provide or procure the following
            Additional Services upon the request of the Owner. A written agreement between the
            Owner and Contractor shall define the extent of such Additional Services, such
            Additional Services shall be considered a Change in the Work, unless they are
            specifically included in Article 14.


            	
                         

                    	
                         

                    
	
                         

                    	
                        .1
                        Documentation of the Owner’s Program, establishing the Project
                        budget, investigating sources of financing, general business planning and
                        other information and documentation as may be required to establish the
                        feasibility of the Project.

                    
	
                         

                    	
                    
	
                         

                    	
                        .2
                        Consultations, negotiations, and documentation supporting the procurement
                        of Project financing.

                    
	
                         

                    	
                    
	
                         

                    	
                        .3 Surveys,
                        site evaluations, legal descriptions and aerial photographs.

                    
	
                         

                    	
                    
	
                         

                    	
                        .4 Appraisals
                        of existing equipment, existing properties, new equipment and developed
                        properties.

                    
	
                         

                    	
                    
	
                         

                    	
                        .5 Soils,
                        subsurface and environmental studies, reports and investigations required
                        for submission to governmental authorities or others having jurisdiction
                        over the Project.

                    
	
                         

                    	
                    
	
                         

                    	
                        .6
                        Consultations and representations other than normal assistance in securing
                        building permits, before governmental authorities or others having
                        jurisdiction over the Project.

                    
	
                         

                    	
                    
	
                         

                    	
                        .7
                        Investigation or making measured drawings of existing conditions or the
                        verification of drawings or other Owner-provided information.

                    
	
                         

                    	
                    
	
                         

                    	
                        .8 Artistic
                        renderings, models and mockups of the Project or any part of the Project or
                        the Work.

                    
	
                         

                    	
                    
	
                         

                    	
                        .9
                        Inventories of existing furniture, fixtures, furnishings and equipment
                        which might be under consideration for incorporation into the
                        Work.

                    
	
                         

                    	
                    
	
                         

                    	
                        .10 Interior
                        design and related services including procurement and placement of
                        furniture, furnishings, artwork and decorations.

                    
	
                         

                    	
                    
	
                         

                    	
                        .11 Making
                        revisions to design documents after they have been approved by the Owner
                        when revisions are due to causes beyond the control of the
                        Contractor.

                    
	
                         

                    	
                    
	
                         

                    	
                        .12 Design,
                        coordination, management, expediting and other services supporting the
                        procurement of materials to be obtained, or work to be performed, by the
                        Owner, including but not limited to telephone systems, computer wiring
                        networks, sound systems, alarms, security systems and other specialty
                        systems which are not a part of this Agreement.

                    
	
                         

                    	
                    
	
                         

                    	
                        .13
                        Estimates, proposals, appraisals, consultations, negotiations and services
                        in connection with the repair or replacement of an insured loss.

                    
	
                         

                    	
                    
	
                         

                    	
                        .14 The
                        premium portion of overtime work ordered by the Owner including
                        productivity impact costs.

                    
	
                         

                    	
                        .15 Document
                        reproduction exceeding the limits provided for in this
                        Agreement.

                    
	
                         

                    	
                    
	
                         

                    	
                        .16
                        Out-of-town travel by the Architect/Engineer in connection with the Work,
                        except between the Architect/Engineer’s office, Contractor’s
                        office, Owner’s office and the Project site.

                    
	
                    	
                    
	
                    	.17 Obtaining service
                    contractors and training maintenance personnel, assisting and consulting in the
                    use of systems and equipment after the initial start up and adjusting and
                    balancing of systems equipment.


            


            	
                         

                    	
                         

                    
	
                        

                    	
                        

                    
	
                        AGC DOCUMENT NO. 415
                        • STANDARD FORM OF DESIGN-BUILD AGREEMENT AND GENERAL CONDITIONS
                        BETWEEN OWNER AND CONTRACTOR © 1993, The Associated General
                        Contractors of America

                    	
                        
                        5

                    


            

            


            

            


            	
                    	
                         

                    
	
                         

                    	
                        .17
                        Contractor will provide 1 week of E, S & H training and adequate
                        pre-start-up training sufficient for an operator to be qualified to perform
                        his/her duties. The Owner and Contractor shall work together to insure the
                        operators are hired and on site and training schedules are adequate to meet
                        an agreed upon schedule, where approval shall not be unreasonably withheld
                        by either party.

                    
	
                         

                    
	
                         

                    	
                        .18 Services
                        for tenant or rental spaces not a part of this Agreement.

                    
	
                         

                    
	
                         

                    	
                        .19 Services
                        requested by the Owner or required by the Work which are not specified in
                        the Contract Documents and which are not normally part of generally
                        accepted design and construction practice.

                    
	
                         

                    
	
                         

                    	
                        .20 Serving
                        or preparing to serve as an expert witness in connection with any
                        proceeding, legal or otherwise, regarding the Project.

                    
	
                         

                    
	
                         

                    	
                        .21 Preparing
                        reproducible record drawings from marked-up prints, drawings or other
                        documents that incorporate significant changes in the Work made during the
                        construction.

                    



            ARTICLE 4

            OWNER’S RESPONSIBILITIES


            4.1
            INFORMATION AND SERVICES PROVIDED BY OWNER


            4.1.1 The
            Owner shall provide full information in a timely manner regarding requirements for the
            Project, including the Owner’s Program and other relevant information.


            4.1.2 The
            Owner shall provide:


            	
                         

                    	
                         

                    
	
                         

                    	
                        .1 all
                        necessary information describing the physical characteristics of the site,
                        including surveys, site evaluations, legal descriptions, existing
                        conditions, subsurface and environmental studies, reports and
                        investigations;

                    
	
                         

                    
	
                         

                    	
                        .2 inspection
                        and testing services during construction as required by law or as mutually
                        agreed; and

                    
	
                         

                    
	
                         

                    	
                        .3 unless
                        otherwise provided in the Contract Documents, necessary approvals, site
                        plan review, rezoning, easements and assessments, necessary permits, fees
                        and charges required for the construction, use, occupancy or renovation of
                        permanent structures, including legal and other required
                        services.

                    



            4.1.3 The
            Owner shall provide reasonable evidence satisfactory to the Contractor, prior to
            commencing the Work and during the progress of the Work, that sufficient funds are
            available and committed for the entire cost of the Project, including an allowance for
            changes in the Work as may be approved in the course of the Work. Unless such
            reasonable evidence is provided, the Contractor shall not be required to commence or
            continue the Work. The Contractor may stop Work after seven (7) days’ written
            notice to the Owner if such evidence is not presented within a reasonable time. The
            failure of the Contractor to insist upon the providing of this evidence at any one time
            shall not be a waiver of the Owner’s obligation to make payments pursuant to this
            Agreement, nor shall it be a waiver of the Contractor’s right to request or
            insist that such evidence be provided at a later date.


            4.1.4 The
            Contractor shall be entitled to rely on the completeness and accuracy of the
            information and services required by this Paragraph 4.1.


            4.2
            RESPONSIBILITIES DURING DESIGN


            4.2.1 The
            Owner shall review and approve further development of the drawings and specifications
            as set forth in Article 3.


            4.3
            RESPONSIBILITIES DURING CONSTRUCTION


            4.3.1 The
            Owner shall review the Schedule of Work and timely respond to its
            obligations.


            4.3.2 If
            the Owner becomes aware of any error, omission or failure to meet the requirements of
            the Contract Documents or any fault or defect in the Work, the Owner shall give prompt
            written notice to the Contractor.


            4.3.3 The
            Owner shall communicate with the Contractor’s Subcontractors, suppliers and
            Architect/Engineer only through the Contractor. The Owner shall have no contractual
            obligations to Subcontractors, suppliers, or the Architect/Engineer.


            4.3.4 The
            Owner shall provide insurance for the Project as provided in Article 10.


            4.4
            OWNER’S REPRESENTATIVE The Owner’s representative is Kenneth
            Clark, who is agreed to by the Contractor. The representative:


            	
                         

                    	
                         

                    
	
                         

                    	
                        .1 shall be
                        fully acquainted with the Project;

                    
	
                         

                    
	
                         

                    	
                        .2 agrees to
                        furnish the information and services required of the Owner pursuant to
                        Paragraph 4.1 so as not to delay the Contractor’s Work;
                        and

                    
	
                         

                    
	
                         

                    	
                        .3 shall have
                        authority to bind the Owner in all matters requiring the Owner’s
                        approval, authorization or written notice. If the Owner changes its
                        representative or the representative’s authority as listed above, the
                        Owner shall notify the Contractor in advance in writing. The Contractor
                        shall have the right to approve any successor representative.

                    



            ARTICLE 5

            SUBCONTRACTS


            Work not
            performed by the Contractor with its own forces shall be performed by
            Subcontractors.


            5.1 RETAINING
            SUBCONTRACTORS The Contractor shall not retain any Subcontractor to whom the Owner
            has a reasonable and timely objection, provided that the Owner agrees to increase the
            Contract Price for any additional costs incurred by the Contractor as a result of such
            objection. The Contractor shall not be required to retain any Subcontractor to whom the
            Contractor has a reasonable objection.


            5.2
            MANAGEMENT OF SUBCONTRACTORS The Contractor shall be responsible for the management
            of the Subcontractors in the performance of their work.


            5.3
            ASSIGNMENT OF SUBCONTRACT AGREEMENTS The Contractor shall provide for assignment of
            subcontract agreements in the event that the Owner terminates this Agreement for cause
            as provided in Paragraph 11.2. Following such termination, the Owner shall notify in
            writing those subcontractors whose assignments will be accepted, subject to the rights
            of sureties, if any.


            	
                         

                    	
                         

                    
	
                        

                    	
                        

                    
	
                        AGC DOCUMENT NO. 415
                        • STANDARD FORM OF DESIGN-BUILD AGREEMENT AND GENERAL CONDITIONS
                        BETWEEN OWNER AND CONTRACTOR © 1993, The Associated General
                        Contractors of America

                    	
                        
                        6

                    


            

            


            

            


            ARTICLE 6

            CONTRACT TIME


            6.1 COMMENCEMENT OF THE
            WORK The Work Field Construction shall commence on or about
            October 12, 2006 and shall proceed in general accordance with the Schedule of
            Work as such schedule may be amended from time to time, subject, however, to the
            provisions of Paragraph 3.3 and Subparagraph 4.1.3.


            6.2
            SUBSTANTIAL COMPLETION The date of Substantial Completion of the Work shall be no
            later than 14 months after the “break escrow” or “fully executed
            AGC Agreement, whichever comes later” date; subject to adjustment in accordance
            with the provisions of Article 8. Time shall be of the essence of this Agreement. Owner
            and Contractor agree that as liquidated damages for delay. Contractor shall pay Owner
            $6,000 for each day that expires after the time specified for substantial completion
            until the work is substantially complete.


            6.3 DELAYS IN
            THE WORK


            6.3.1 If
            causes beyond the Contractor’s control delay the progress of the Work, then the
            Contract Price and/or the date of Substantial Completion shall be modified by Change
            Order as appropriate. Such causes shall include but not be limited to: changes ordered
            in the Work, acts or omissions of the Owner or separate contractors employed by the
            Owner, the Owner preventing the Contractor from performing the Work pending dispute
            resolution, Hazardous Materials, except those Hazardous Materials arising under
            Article 3.3.7, differing site conditions, adverse weather
            conditions not reasonably anticipated, fire, unusual transportation delays, labor
            disputes, or unavoidable accidents or circumstances.


            6.3.2 In
            the event delays to the project are encountered for any reason, the parties agree to
            undertake reasonable steps to mitigate the effect of such delays.


            ARTICLE 7

            CONTRACT PRICE


            The Contract
            Price is $57,238,000 (Fifty Seven Million, Two Hundred Thirty-Eight Thousand
            Dollars), subject to adjustment in accordance with the provisions of Article 8.
            Price is per REG Proposal Letter dated October 10th, 2006.


            ARTICLE 8

            CHANGES IN THE WORK


            Changes in the
            Work which are within the general scope of this Agreement may be accomplished by Change
            Order without invalidating this Agreement.


            8.1 CHANGE
            ORDERS A Change Order is a written instrument, issued after execution of this
            Agreement, signed by the Owner and Contractor stating their agreement upon a change and
            any adjustment in the Contract Price and/or the date of Substantial Completion. Each
            adjustment in the Contract Price resulting from a Change Order shall clearly separate
            the amount attributable to Design Services.


            8.2
            DETERMINATION OF COST An increase or decrease in the Contract Price resulting from
            a change in the Work shall be determined by one or more of the following
            methods:


            	
                         

                    	
                         

                    
	
                         

                    	
                        
                        .1 unit prices
                        set forth in this Agreement or as subsequently agreed;

                    
	
                         

                    
	
                         

                    	
                        
                        .2 a mutually
                        accepted, itemized lump sum; or

                    
	
                         

                    
	
                         

                    	
                        
                        .3 if an
                        increase or decrease cannot be agreed to as set forth in Subparagraphs
                        8.2.1 or 8.2.2 and the Owner issues a written order for the Contractor to
                        proceed with the change, the adjustment in the Contract Price shall be
                        determined by the reasonable expense and savings of the performance of the
                        Work resulting from the change. If there is a net increase in the Contract
                        Price, a reasonable adjustment shall be made in the Contractor’s
                        overhead and profit. In the case of a net decrease in cost, the amount of
                        decrease in the Contract Price will not include a reduction in overhead and
                        profit. The Contractor shall maintain a documented, itemized accounting
                        evidencing the expenses and savings. The Contractor’s overhead and
                        profit for changes in Project resulting in an increase shall be
                        10%.

                    



            8.3 NO
            OBLIGATION TO PERFORM The Contractor shall not be obligated to perform changed Work
            until a Change Order has been executed by the Owner and Contractor, except as provided
            in Subparagraph 8.2.3.


            8.4
            ADJUSTMENT OF UNIT PRICES If a proposed Change Order alters original quantities to
            a degree that application of previously agreed to unit prices would be inequitable to
            either the Owner or the Contractor, the unit prices and the Contract Price shall be
            equitably adjusted.


            8.5 UNKNOWN
            CONDITIONS If in the performance of the Work the Contractor finds latent, concealed
            or subsurface physical conditions which differ from the conditions the Contractor
            reasonably anticipated, or if physical conditions are materially different from those
            normally encountered and generally recognized as inherent in the kind of work provided
            for in this Agreement, then the Contract Price and/or the date of Substantial
            Completion shall be equitably adjusted by Change Order within a reasonable time after
            the conditions are first observed.


            8.6 CLAIMS
            FOR ADDITIONAL COST OR TIME For any claim for an increase in the Contract Price
            and/or an extension in the date of Substantial Completion, the Contractor shall give
            the Owner written notice of the claim within twenty-one (21) days after the occurrence
            giving rise to the claim or within twenty-one (21) days after the Contractor first
            recognizes the condition giving rise to the claim, whichever is later. Except in an
            emergency, notice shall be given before proceeding with the Work. Claims for design and
            estimating costs incurred in connection with possible changes requested by the Owner,
            but which do not proceed, shall be made within twenty-one (21) days after the decision
            is made not to proceed. Any change in Contract Price and/or date of Substantial
            Completion resulting from such claim shall be authorized by Change Order.


            8.7
            EMERGENCIES In any emergency affecting the safety of persons and/or property, the
            Contractor shall act, at its discretion, to prevent threatened damage, injury or loss.
            Any change in the Contract Price and/or extension of the date of Substantial Completion
            on account of emergency work shall be determined as provided in this
            Article.


            	
                         

                    	
                         

                    
	
                        

                    
	
                        AGC DOCUMENT NO. 415
                        • STANDARD FORM OF DESIGN-BUILD AGREEMENT AND GENERAL CONDITIONS
                        BETWEEN OWNER AND CONTRACTOR © 1993, The Associated General
                        Contractors of America

                    	
                        
                        7

                    


            

            


            

            


            ARTICLE 9

            PAYMENT


            9.1
            INITIAL PAYMENT Upon execution of this Agreement, an initial payment of
            _____________ dollars ($_______) shall be made to the Contractor. The amount of the
            initial payment shall be credited against the Contract Price at final payment.
            Prior to signing of this Agreement the Owner has made payment to the Contractor for
            Pre-construction Services. This payment totaling $2,500,000 and the Work attributed to
            it become a part of this Agreement and are included in the Contract Price of this
            Agreement. This Agreement supersedes any pre-existing agreements between Owner and
            Contractor. Retainage on this Project shall be in amount of 5% of each invoice and
            shall become due in accordance with Article 9.2.7.


            9.2 PROGRESS
            PAYMENTS Prior to submitting the first Application for Payment, the Contractor
            shall provide a Schedule of Values satisfactory to the Owner, consisting of a breakdown
            of the Contract Price, with a separate line item for Design Services.


            9.2.1 On
            or before the 30th day of each month after the Work has commenced, the
            Contractor shall submit to the Owner an Application for Payment in accordance with the
            Schedule of Values based upon the Work completed and materials stored on the site or at
            other locations approved by the Owner.


            9.2.2
            Within ten (10) fifteen (15) days after receipt of each monthly
            Application for Payment, the Owner shall pay directly to the Contractor the appropriate
            amount for which Application for Payment is made, less amounts previously paid by the
            Owner.


            9.2.3 If
            the Owner fails to pay the Contractor at the time payment of any amount becomes due,
            then the Contractor may, at any time thereafter, upon serving written notice that the
            Work will be stopped within five (5) days after receipt of the notice by the Owner, and
            after such five (5) day period, stop the Work until payment of the amount owing has
            been received.


            9.2.4
            Payments due but unpaid shall bear interest at the rate the Owner is paying on its
            construction loan or at the current “prime rate” of bank, whichever is
            higher, plus two points. t


            9.2.5 The
            Contractor warrants and guarantees that title to all Work, materials and equipment
            covered by an Application for Payment, whether incorporated in the Project or not, will
            pass to the Owner upon receipt of such payment by the Contractor free and clear of all
            liens, claims, security interests or encumbrances, hereinafter referred to as
            “liens.”


            9.2.6 The
            Owner’s progress payment, occupancy or use of the Project, whether in whole or in
            part, shall not be deemed an acceptance of any Work not conforming to the requirements
            of the Contract Documents.


            9.2.7
            Upon Substantial Completion of the Work, the Owner shall pay the Contractor the unpaid
            balance of the Contract Price, less a sum equal to the Contractor’s and Owners
            mutually agreed upon estimated cost of completing any unfinished items as agreed to
            between the Owner and Contractor as to extent and time for completion. The Owner
            thereafter shall pay the Contractor monthly the amount retained for unfinished items as
            each item is completed. Contractor shall notify Owner when it believes the Work is
            substantially complete Within five (5) days of Owner’s receipt of
            Contractor’s notice. Owner and Contractor will jointly inspect such Work to
            verify that it is substantially complete in accordance with the Contract Documents. If
            such Work is substantially Complete, Contractor and Owner shall jointly prepare and
            issue a Certificate of Substantial Completion that will set forth (i) the date of
            Substantial Completion of the Work (ii) the remaining items of Work that have to be
            completed before final payment (iii) provisions establishing Owner’s and
            Contractor’s responsibility for the Project’s security, maintenance,
            utilities and insurance pending final payment, and (iv) an acknowledgment that
            warranties commence to run on the date of Substantial Completion except as may
            otherwise be noted in the Certificate of Substantial Completion.


            9.3 FINAL
            PAYMENT


            9.3.1
            Final payment, consisting of the unpaid balance of the Contract Price less the initial
            payment made under Paragraph 9.1, shall be due and payable when the Work is fully
            completed. Before issuance of final payment, the Owner may request satisfactory
            evidence that all payrolls, materials bills and other indebtedness connected with the
            Work have been paid or otherwise satisfied.


            9.3.2 In
            making final payment the Owner waives all claims except for:


            	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        
                        .1

                    	
                        
                        outstanding
                        liens;

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        
                        .2

                    	
                        
                        improper workmanship or
                        defective materials appearing within one year after the date of Substantial
                        Completion;

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        
                        .3

                    	
                        Work
                        not in conformance with the Contract Documents; and

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        
                        .4

                    	
                        
                        terms of any special
                        warranties required by the Contract Documents.

                    



            9.3.3 In
            accepting final payment, the Contractor waives all claims except those previously made
            in writing and which remain unsettled.


            9.3.4
            At the time of submission of its final payment Contractor shall provide the following
            infomation: (1) An affidavit that there are no claims, obligations or liens outstanding
            or unsatisfied for labor, services, materials, etc., (2) A general release executed by
            Contractor waiving all claims except those claims previously made in writing to owner,
            (3) The delivery of the operating manuals, warranties and other deliverables required
            by the contract documents, (4) Certificates of Insurance to confirm that required
            coverages will remain in effect consistent with the requirement of the contract
            documents, and (5) Such other reasonable customary documents as are necessary for owner
            and its lender to obtain the required clean title to the plant which may include all
            final lien waiver from Contractor and its subcontractors.


            9.3.5
            Contractor shall indemnify, defend and hold harmless Owner form any claims or mechanics
            liens brought against Owner or against the Project as a result of the failure of
            Contractor, or those for whose acts it is responsible, to pay for any services,
            materials, labor, equipment, taxes or other items or obligations furnished or incurred
            for or in connection with the Work. Within fifteen (15) days of receiving written
            notice from Owner that such a claim or mechanics lien has been filed, Contractor shall
            commence to take the steps necessary to discharge said claim or lien, including if
            necessary, the furnishing of a mechanics lien bond. If Contractor fails to do so, Owner
            will have the right to discharge the claim or lien and hold Contractor liable for costs
            and expenses incurred including attorney’s fees. The foregoing obligation of
            Contractor shall be subject to reasonable disputes that Contractor may have with
            respect to any claim or mechanics lien provided Contractor provides written notice of
            such dispute to Owner and Owner agrees to delay the enforcement of its rights under
            this Section.


            	
                         

                    	
                         

                    
	
                        

                    
	
                        AGC DOCUMENT NO. 415
                        • STANDARD FORM OF DESIGN-BUlLD AGREEMENT AND GENERAL CONDITIONS
                        BETWEEN OWNER AND CONTRACTOR © 1993, The Associated General
                        Contractors of America

                    	
                        
                        8

                    


            

            


            

            


            ARTICLE 10

            INDEMNITY, INSURANCE AND WAIVER OF SUBROGATION


            10.1 INDEMNITY


            10.1.1 To
            the fullest extent permitted by law, the Contractor shall defend, indemnify and hold
            the Owner harmless from all claims for bodily injury and properly damage (other than to
            the Work itself and other property insured under Paragraph 10.5), including resulting
            loss of use that may arise from the performance of the Work, to the extent of the
            negligence attributed to such acts or omissions by the Contractor, Subcontractors or
            anyone employed directly or indirectly by any of them or by anyone for whose acts any
            of them may be liable. The Contractor shall not be required to defend, indemnify or
            hold harmless the Owner for any acts, omissions or negligence of the Owner,
            Owner’s employees, agents or separate contractors.


            
            10.1.2 The Owner shall
            cause any other contractor who may have a contract with the Owner to perform work in
            the areas where Work will be performed under this Agreement, to agree to indemnify the
            Contractor, Subcontractors or anyone employed directly or indirectly by any of them or
            anyone for whose acts any of them may be liable and hold them harmless from all claims
            for bodily injury and property damage, other than property insured under Paragraph
            10.5, that may arise from that contractor’s operations. Such provisions shall be
            in a form satisfactory to the Contractor.


            10.2 CONTRACTOR’S
            LIABILITY INSURANCE


            10.2.1
            The Contractor shall obtain and maintain insurance coverage for the following claims
            which may arise out of the performance of this Agreement, whether resulting from the
            Contractor’s operations or by the operations of any Subcontractor, anyone in the
            employ of any of them, or by an individual or entity for whose acts they may be
            liable:


            	
                         

                    	
                         

                    
	
                         

                    	
                        .1
                        workers’ compensation, disability benefit and other employee benefit
                        claims under acts applicable to the Work;

                    
	
                         

                    
	
                         

                    	
                        .2 under
                        applicable employers liability law, bodily injury, occupational sickness,
                        disease or death claims of the Contractor’s employees;

                    
	
                         

                    
	
                         

                    	
                        .3 bodily
                        injury, sickness, disease or death claims for damages to persons not
                        employed by the Contractor;

                    
	
                         

                    
	
                         

                    	
                        .4 usual
                        personal injury liability claims for damages directly or indirectly related
                        to the person’s employment by the Contractor or for damages to any
                        other person;

                    
	
                         

                    
	
                         

                    	
                        .5 damage to
                        or destruction of tangible property, including resulting loss of use,
                        claims for property other than the work itself and other property insured
                        under Paragraph 10.5;

                    
	
                         

                    
	
                         

                    	
                        .6 bodily
                        injury, death or property damage claims resulting from motor vehicle
                        liability in the use, maintenance or ownership of any motor vehicle;
                        and

                    
	
                         

                    
	
                         

                    	
                        .7
                        contractual liability claims involving the Contractor’s obligations
                        under Subparagraph 11.1.1. 10.1.1

                    



            
            10.2.2 The
            Contractor’s Commercial General and Automobile Liability Insurance as required by
            Subparagraph 11.2.1 shall be written for not less than the following limits of
            liability:


            	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        .1

                    	
                        Commercial General
                        Liability Insurance

                    
	
                         

                    	
                        a.

                    	
                        Each Occurrence
                        Limit

                    	
                         

                    	
                        $
                        1,000,000

                    
	
                         

                    	
                        b.

                    	
                        General
                        Aggregate

                    	
                         

                    	
                        $
                        2,000,000

                    
	
                         

                    	
                        c.

                    	
                        
                        Products/Completed

                        Operations Aggregate

                    	
                         

                    	
                        $
                        2,000,000

                    
	
                         

                    	
                        d.

                    	
                        Personal and
                        Advertising

                        Injury Limit

                    	
                         

                    	
                        $
                        1,000,000

                    
	
                        .2

                    	
                        Comprehensive
                        Automobile Liability Insurance

                    
	
                         

                    	
                        a.

                    	
                        Combined Single
                        Limit Bodily

                        injury and Property Damage

                    	
                         

                    	
                        $
                        1,000,000

                    
	 	 	
                    	 	Each
                    Occurrence
	
                         

                    	
                         

                    	
                        
                        or

                    	
                         

                    	
                         

                    
	
                         

                    	
                        b.

                    	
                        Bodily
                        Injury

                    	
                         

                    	
                        $
                        N/A

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                        Each
                        Person

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                        $
                        N/A

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                        Each
                        Occurrence

                    
	
                         

                    	
                        c.

                    	
                        Property
                        Damage

                    	
                         

                    	
                        $
                        N/A

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                        Each
                        Occurrence

                    
	
                        
                        .3

                    	
                        Umbrella
                        Liability

                    	
                         

                    	
                        
                        $10,000,000

                    



            10.2.3
            Commercial General Liability Insurance may be arranged under a single policy for the
            full limits required or by a combination of underlying policies and an Excess or
            Umbrella Liability policy.


            10.2.4
            The policies shall contain a provision that coverage will not be cancelled or not
            renewed until at least thirty (30) days’ prior written notice has been given to
            the Owner. Certificates of insurance showing required coverage to be in force shall be
            filed with the Owner prior to commencement of the Work.


            
            10.2.5 Products and
            Completed Operations insurance shall be maintained for a minimum period of at least
            one (1) year(s) after either ninety (90) days following the date of Substantial
            Completion or final payment, whichever is earlier.


            10.3
            PROFESSIONAL LIABILITY INSURANCE The Architect/Engineer’s professional
            liability insurance for claims arising from the negligent performance of professional
            services under this Agreement shall be written for not less than $1,000,000 per
            claim and in the aggregate with a deductible not to exceed $100,000. These
            requirements shall be continued in effect for one (1) year(s) after the date of
            Substantial Completion. If the Architect/Engineer retains consultants for a portion of
            the design, their professional liability insurance coverage, including deductible
            amounts, shall be set forth in Article 13 of this Agreement.


            	
                         

                    	
                         

                    
	
                        

                    	
                        

                    
	
                        AGC DOCUMENT NO. 415
                        • STANDARD FORM OF DESIGN-BUILD AGREEMENT AND GENERAL CONDITIONS
                        BETWEEN OWNER AND CONTRACTOR © 1993, The Associated General
                        Contractors of America

                    	
                        
                        9

                    


            

            


            

            


            10.4
            OWNER’S LIABILITY INSURANCE The Owner shall be responsible for obtaining and
            maintaining its own liability insurance. Insurance for claims arising out of the
            performance of this Agreement may be purchased and maintained at the Owner’s
            discretion.


            10.5 INSURANCE TO PROTECT
            PROJECT


            10.5.1
            The Owner shall obtain and maintain property insurance in a form acceptable to the
            Contractor upon the entire Project for the full cost of replacement at the time of any
            loss. This insurance shall include as named insureds the Owner, Contractor,
            Architect/Engineer, Subcontractors and Subsubcontractors. This insurance shall insure
            against loss from the perils of fire and extended coverage, and shall include
            “all risk” insurance for physical loss or damage including without
            duplication of coverage, at least: theft, vandalism, malicious mischief, transit,
            collapse, falsework, temporary buildings, debris removal, flood, earthquake, testing,
            and damage resulting from defective design, workmanship or material. The Owner shall
            increase limits of coverage, if necessary, to reflect estimated replacement cost. The
            Owner shall be responsible for any co-insurance penalties or deductibles. This
            insurance shall also include testing and start-up coverage.


            10.5.2 If
            the Owner occupies or uses a portion of the Project prior to its Substantial
            Completion, such occupancy or use shall not commence prior to a time mutually agreed to
            by the Owner and the Contractor and to which the insurance company or companies
            providing the property insurance have consented by endorsing the policy or policies.
            This insurance shall not be cancelled or lapsed on account of partial occupancy.
            Consent of the Contractor to such early occupancy or use shall not be unreasonably
            withheld.


            10.5.3
            The Owner shall obtain and maintain boiler and machinery insurance as necessary. The
            interests of the Owner, Contractor, Architect/Engineer, Subcontractors and
            Subsubcontractors shall be protected under this coverage.


            10.5.4
            The Owner shall purchase and maintain insurance to protect the Owner, Contractor,
            Architect/Engineer, Subcontractors and Subsubcontractors against loss of use of
            Owner’s property due to those perils insured pursuant to Paragraph 10.5. Such
            policy will provide coverage for expediting expenses of materials, continuing overhead
            of the Owner and the Contractor, Architect/Engineer, Subcontractors and
            Subsubcontractors, necessary labor expense including overtime, loss of income by the
            Owner and other determined exposures. Exposures of the Owner, Contractor,
            Architect/Engineer, Subcontractors and Subsubcontractors, shall be determined by mutual
            agreement with separate limits of coverage fixed for each item.


            10.5.5
            Upon the Contractor’s request, the Owner shall provide the Contractor with a copy
            of all policies before an exposure to loss may occur. Copies of any subsequent
            endorsements shall be furnished to the Contractor. The Contractor shall be given thirty
            (30) days’ notice of cancellation, non-renewal, or any endorsements restricting
            or reducing coverage. The Owner shall give written notice to the Contractor before
            commencement of the Work if the Owner will not be obtaining property insurance. In that
            case, the Contractor may obtain insurance in order to protect its interest in the Work
            as well as the interest of the Architect/Engineer, Subcontractors and Subsubcontractors
            in the Work. The Contract Price shall be increased by the cost of this insurance
            through Change Order. If the Contractor is damaged by failure of the Owner to purchase
            or maintain property insurance or to so notify the Contractor, the Owner shall bear all
            reasonable costs incurred by the Contractor arising from the damage.


            10.6 PROPERTY INSURANCE LOSS
            ADJUSTMENT


            10.6.1
            Any insured loss shall be adjusted with the Owner and the Contractor and made payable
            to the Owner and Contractor as trustee for the insureds, as their
            interests may appear, subject to any applicable mortgagee clause.


            10.6.2
            Upon the occurrence of an insured loss, monies received will be deposited in a separate
            account and the trustees shall make distribution in accordance with the agreement of
            the parties in interest, or in the absence of such agreement, in accordance with an
            arbitration award pursuant to Article 12. If the trustees are unable to agree between
            themselves on the settlement of the loss, such dispute shall also be submitted for
            resolution pursuant to Article 12.


            10.7 WAIVER OF
            SUBROGATION


            10.7.1
            The Owner and Contractor waive all rights against each other, the Architect/Engineer,
            and any of their respective employees, agents, consultants, Subcontractors and
            Subsubcontractors, for damages caused by risks covered by insurance provided in
            Paragraph 10.5 to the extent they are covered by that insurance, except such rights as
            they may have to the proceeds of such insurance held by the Owner and Contractor as
            trustees. The Contractor shall require similar waivers from the Architect/Engineer and
            all Subcontractors, and shall require each of them to include similar waivers in their
            subsubcontracts and consulting agreements.


            10.7.2
            The Owner waives subrogation against the Contractor, Architect/Engineer, Subcontractors
            and Subsubcontractors on all property and consequential loss policies carried by the
            Owner on adjacent properties and under property and consequential loss policies
            purchased for the Project after its completion.


            10.7.3 If
            the policies of insurance referred to in this Paragraph require an endorsement to
            provide for continued coverage where there is a waiver of subrogation, the owners of
            such policies will cause them to be so endorsed.


            ARTICLE 11

            TERMINATION OF THE AGREEMENT AND OWNER’S RIGHT TO

            PERFORM CONTRACTOR’S RESPONSIBILITIES


            11.1 TERMINATION BY THE
            CONTRACTOR


            11.1.1 Upon seven (7)
            days’ written notice to the Owner, the Contractor may terminate this Agreement
            for any of the following reasons:


            	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        .1 if the
                        Work has been stopped for a thirty (30) day period;

                    
	
                         

                    
	
                         

                    	
                         

                    	
                        a. under court
                        order or order of other governmental authorities having
                        jurisdiction;

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        b. as a result
                        of the declaration of a national emergency or other governmental act during
                        which, through no act or fault of the Contractor, materials are not
                        available; or

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        c. because of
                        the Owner’s failure to pay the Contractor in accordance with this
                        Agreement;

                    
	
                         

                    
	
                         

                    	
                        .2 if the
                        Work is suspended by the Owner for sixty (60) days;

                    


            


            	
                         

                    	
                         

                    
	
                        

                    	
                        

                    
	
                        AGC DOCUMENT NO. 415
                        • STANDARD FORM OF DESIGN-BUILD AGREEMENT AND GENERAL CONDITIONS
                        BETWEEN OWNER AND CONTRACTOR © 1993, The Associated General
                        Contractors of America

                    	
                        
                        10

                    


            

            


            

            


            	
                         

                    	
                         

                    
	
                         

                    	
                        
                        .3 if the Owner
                        materially delays the Contractor in the performance of the Work;

                    
	
                         

                    	
                         

                    
	
                         

                    	
                        
                        .4 if the Owner
                        otherwise materially breaches this Agreement; and such material breach
                        has not been cured by Owner within ten (10) days of written notice from
                        Contractor of such material breach; or

                    
	
                         

                    	
                         

                    
	
                         

                    	
                        
                        .5 if the Owner
                        fails to furnish reasonable evidence that sufficient funds are available
                        and committed for the entire cost of the Project in accordance with
                        Subparagraph 4.1.3 of this Agreement.

                    



            11.1.2
            Upon termination by the Contractor in accordance with Subparagraph 11.1.1, the
            Contractor shall be entitled to recover from the Owner payment for all Work executed
            and for any proven loss, cost or expense in connection with the Work, plus all
            demobilization costs and reasonable damages. In addition, the Contractor shall be paid
            an amount calculated as set forth either in Subparagraph 11.3.1 or 11.3.2, depending on
            when the termination occurs, and Subparagraphs 11.3.3 and 11.3.4. Upon payment of
            the amounts due Contractor under this subparagraph, Contractor will assign to Owner all
            its rights in the Work, and Owner may enter upon the premises and take ownership and
            possession of the Work.


            11.2
            OWNER’S RIGHT TO PERFORM CONTRACTOR’S OBLIGATIONS AND TERMINATION BY THE
            OWNER FOR CAUSE


            11.2.1 If
            the Contractor persistently fails to perform any of its obligations under this
            Agreement, the Owner may, after seven (7) days’ written notice, during which
            period the Contractor fails to perform such obligation, undertake to perform such
            obligations. The Contract Price shall be reduced by the cost to the Owner of performing
            such obligations.


            11.2.2
            Upon seven (7) days’ written notice to the Contractor and the Contractor’s
            surety, if any, the Owner may terminate this Agreement for any of the following
            reasons:


            	
                         

                    	
                         

                    
	
                         

                    	
                        
                        .1 if the
                        Contractor persistently utilizes improper materails and/or inadequately
                        skilled workers;

                    
	
                         

                    	
                         

                    
	
                         

                    	
                        
                        .2 if the
                        Contractor does not make proper payment to laborers, material suppliers or
                        contractors;

                    
	
                         

                    	
                         

                    
	
                         

                    	
                        
                        .3 if the
                        Contractor persistently fails to abide by the orders, regulations, rules,
                        ordinances or laws of governmental authorities having jurisdiction;
                        or

                    
	
                         

                    	
                         

                    
	
                         

                    	
                        
                        .4 if the
                        Contractor otherwise materially breaches this Agreement.

                    



            If the
            Contractor fails to cure within the seven (7) days, the Owner, without prejudice to any
            other right or remedy, may take possession of the site and complete the Work utilizing
            any reasonable means. In this event, the Contractor shall not have a right to further
            payment until the Work is completed. The Agreement may be immediately terminated by
            Owner in the event Contractor becomes financial insolvent.


            11.2.3 If
            the Contractor files a petition under the Bankruptcy Code, this Agreement shall
            terminate if the Contractor or the Contractor’s trustee rejects the Agreement or,
            if there has been a default, the Contractor is unable to give adequate assurance that
            the Contractor will perform as required by this Agreement or otherwise is unable to
            comply with the requirements for assuming this Agreement under the applicable
            provisions of the Bankruptcy Code.


            11.2.4 In
            the event the Owner exercises its rights under Subparagraphs 11.2.1 or 11.2.2, upon the
            request of the Contractor the Owner shall provide a detailed accounting of the cost
            incurred by the Owner.


            11.3
            TERMINATION BY OWNER WITHOUT CAUSE If the Owner terminates this Agreement other
            than as set forth in Paragraph 11.2, the Owner shall pay the Contractor for all Work
            executed and for any proven loss, cost or expense in connection with the Work, plus all
            demobilization costs. In addition, the Contractor shall be paid an amount calculated as
            set forth below:


            	
                         

                    	
                         

                    
	
                         

                    	
                        
                        .1 If the Owner
                        terminates this Agreement prior to commencement of the construction, the
                        Contractor shall be paid the unpaid balance of the Contractor’s
                        design costs as set forth in the Schedule of Values plus 5% of the
                        remaining balance of the Contract
                        Price.             
                                        
                                        
                                        
                        t

                    
	
                         

                    	
                         

                    
	
                         

                    	
                        
                        .2 If the Owner
                        terminates this Agreement after commencement of the construction, the
                        Contractor shall be paid the unpaid balance of the Contractor’s
                        design costs as set forth in the Schedule of Values plus 10% of the
                        remaining balance of the Contract Price.
                               
                                        
                                        
                                        
                                        
                        t

                    
	
                         

                    	
                         

                    
	
                         

                    	
                        
                        .3 In either
                        event, the initial payment as provided in Paragraph 9.1 shall be credited
                        to the Owner’s account at the time of termination.

                    
	
                         

                    	
                         

                    
	
                         

                    	
                        
                        .4 The Owner
                        shall also pay to the Contractor fair compensation, either by purchase or
                        rental at the election of the Owner, for any equipment retained. The Owner
                        shall assume and become liable for obligations, commitments and unsettled
                        claims that the Contractor has previously undertaken or incurred in good
                        faith in connection with the Work or as a result of the termination of this
                        Agreement. As a condition of receiving the payments provided under this
                        Article 11, the Contractor shall cooperate with the Owner by taking all
                        steps necessary to accomplish the legal assignment of the
                        Contractor’s rights and benefits to the Owner, including the
                        execution and delivery of required papers.

                    



            11.4
            SUSPENSION BY THE OWNER FOR CONVENIENCE


            11.4.1
            The Owner may order the Contractor in writing to suspend, delay or interrupt all or any
            part of the Work without cause for such period of time as the Owner may determine to be
            appropriate for its convenience.


            11.4.2
            Adjustments caused by suspension, delay or interruption shall be made for increases in
            the Contract Price and/or the date of Substantial Completion. No adjustment shall be
            made if the Contractor is or otherwise would have been responsible for the suspension,
            delay or interruption of the Work, or if another provision of this Agreement is applied
            to render an equitable adjustment.


            ARTICLE 12

            DISPUTE RESOLUTION


            12.1 INITIAL
            DISPUTE RESOLUTION If a dispute arises out of or relates to this Agreement or its
            breach, the parties shall endeavor to settle the dispute first through direct
            discussions. If the dispute cannot be settled through direct discussions, the parties
            shall endeavor to settle the dispute by mediation under the Construction Industry
            Mediation Rules of the American Arbitration Association before recourse to arbitration.
            Issues to be mediated are subject to the exceptions in Paragraph 12.2 for arbitration.
            The location of the mediation shall be the location of the Project. Once one party
            files a request for mediation with the other contracting party and with the American
            Arbitration Association, the parties agree to conclude such mediation within sixty (60)
            days of filing of the request.


            12.2
            AGREEMENT TO ARBITRATE Any controversy or claim arising out of or relating to this
            Agreement or its breach not resolved by


            	
                         

                    	
                         

                    
	
                        

                    
	
                        AGC DOCUMENT NO. 415
                        • STANDARD FORM OF DESIGN-BUILD AGREEMENT AND GENERAL CONDITIONS
                        BETWEEN OWNER AND CONTRACTOR © 1993, The Associated General
                        Contractors of America

                    	
                        
                        11

                    


            

            


            

            


            mediation,
            except for claims which have been waived by the making or acceptance of final payment,
            shall be decided by arbitration in accordance with the Construction Industry
            Arbitration Rules of the American Arbitration Association then in effect unless the
            parties mutually agree otherwise. Notwithstanding Paragraph 13.2, this agreement to
            arbitrate shall be governed by the Federal Arbitration Act.


            12.3 NOTICE
            OF DEMAND A written demand for arbitration shall be filed with the American
            Arbitration Association and the other party to this Agreement within a reasonable time
            after the dispute or claim has arisen, but in no event after the applicable statute of
            limitations for a legal or equitable proceeding would have run.


            12.4
            AWARD The arbitration award shall be final. Judgment upon the award may be
            confirmed in any court having jurisdiction.


            12.5 WORK
            CONTINUANCE AND PAYMENT Unless otherwise agreed in writing, the Contractor shall
            continue the Work and maintain the approved schedules during any arbitration
            proceedings. If the Contractor continues to perform, the Owner shall continue to make
            payments in accordance with this Agreement.


            12.6
            MULTIPARTY PROCEEDING The parties agree that all parties necessary to resolve a
            claim shall be parties to the same arbitration proceeding. Appropriate provisions shall
            be included in all other contracts relating to the Work to provide for the
            consolidation of arbitrations.


            12.7 COST OF
            DISPUTE RESOLUTION The prevailing party in any dispute arising out of or
            relating to this Agreement or its breach that is resolved by arbitration or litigation
            shall be entitled to recover from the other party reasonable attorney's fees, cost and
            expenses incurred by the prevailing party in connection with such arbitration or
            litigation. For the purposes of this Paragraph 12.7 the prevailing party
            shall be the party that obtains all or a portion of the relief requested in any dispute
            arising out of or relating to this Agreement or its breach that is resolved by
            arbitration or litigation. The prevailing party shall be entitled to recover from the
            other party the percentage of reasonable attorney’s fees, costs and expenses
            incurred by the prevailing party in connection with such arbitration or litigation
            equal to the percentage of relief obtained to relief requested by the prevailing
            party.


            ARTICLE 13

            MISCELLANEOUS PROVISIONS


            13.1
            ASSIGNMENT Neither the Owner nor the Contractor shall assign their interest in this
            Agreement without the written consent of the other except as to the assignment of
            proceeds. Owner can collaterally assign the Agreement to its lender without
            obtaining the prior written consent of Contractor.


            13.2
            GOVERNING LAW This Agreement shall be governed by the law in effect at the location
            of the Project.


            13.3
            SEVERABILITY The partial or complete invalidity of any one or more provisions of
            this Agreement shall not affect the validity or continuing force and effect of any
            other provision.


            13.4 NO
            WAIVER OF PERFORMANCE The failure of either party to insist, in any one or more
            instances, on the performance of any of the terms, covenants or conditions of this
            Agreement, or to exercise any of its rights, shall not be construed as a waiver or
            relinquishment of such term, covenant, condition or right with respect to further
            performance.


            13.5
            TITLES The title given to the Articles of this Agreement are for ease of reference
            only and shall not be relied upon or cited for any other purpose.


            13.6 OTHER
            PROVISIONS



  13.6.1
    Contractor warrants and guarantees that the Project will be capable of obtaining
    BQ-9000 accreditation.


            13.6.2
            Our intent is to build this project on a Merit Shop basis. Should we be required to
            enter into any wage agreements (prevailing wage, Union, etc.) the extra cost and/or
            time associated with this will be treated as a Change in the Work under Article 8 of
            this agreement.


            13.6.3
            Owner is responsible to provide all commodities require for the start-up and/or testing
            of the facility.


            13.6.4
            Performance and Payment Bonds have not been included in this Agreement. At
            Owner’s request bonds will be provided and the Owner agrees to pay Contractor at
            Contractor’s actual cost outside of this Agreement.


            13.6.5
            Contractor shall be responsible for security at the site during the construction of the
            facility. Owner shall assume responsibility for security at the site at substantial
            completion.


            ARTICLE 14

            EXISTING CONTRACT DOCUMENTS


            The Contract
            Documents in existence at the time of execution of this Agreement are as
            follows:


            	
                         

                    	
                         

                    
	
                         

                    	
                        
                        Technical
                        Specifications, dated August 16, 2006.

                    
	
                         

                    	
                         

                    
	
                         

                    	
                        
                        Contract Drawings
                        per Todd & Sargent Drawing List, dated August 16, 2006.

                    
	
                         

                    	
                         

                    
	
                         

                    	
                        
                        REG Proposal Letter
                        dated October 10, 2006.

                    
	
                         

                    	
                         

                    
	
                         

                    	
                        
                        REG Process
                        Guarantee for a 60 MGPY Biodiesel Facility

                    
	
                         

                    	
                         

                    
	
                         

                    	
                        
                        Break Escrow
                        Letter/Affidavit dated October 10, 2006 from Iowa State Bank

                    


            


            	
                         

                    	
                         

                    
	
                        

                    
	
                        AGC DOCUMENT NO. 415
                        • STANDARD FORM OF DESIGN-BUILD AGREEMENT AND GENERAL CONDITIONS
                        BETWEEN OWNER AND CONTRACTOR © 1993, The Associated General
                        Contractors of America

                    	
                        
                        12

                    


            

            


            

            


            This Agreement is
            entered into as of the date entered in Article 1.


            	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                        OWNER:

                    	
                        EAST FORK
                        BIODIESEL, LLC.

                    
	
                         

                    
	
                        ATTEST:

                    	
                        Krista
                        Schmitz

                    	
                         

                    	
                        BY:

                    	
                        
                        
                        

                    
	
                         

                    	
                        

                    	
                         

                    	
                        

                    
	
                         

                    	
                         

                    	
                         

                    	
                        PRINT NAME: Kenneth
                        M. Clark

                    
	
                         

                    	
                         

                    	
                         

                    	
                        PRINT TITLE:
                        President

                    


            


            	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                        
                        CONTRACTOR:

                    	
                        RECONSTRUCTION
                        SERVICES LLC

                    
	
                         

                    
	
                        ATTEST:

                    	
                        Krista
                        Schmitz

                    	
                         

                    	
                        BY:

                    	
                        
                        
                        

                    
	
                         

                    	
                        

                    	
                         

                    	
                        

                    
	
                         

                    	
                         

                    	
                         

                    	
                        PRINT NAME: Bradley Albin

                    
	
                         

                    	
                         

                    	
                         

                    	
                        PRINT TITLE: Dir. of
                        Sales & Construction

                    


            


            	
                         

                    	
                         

                    
	
                        

                    
	
                        AGC DOCUMENT NO. 415
                        • STANDARD FORM OF DESIGN-BUILD AGREEMENT AND GENERAL CONDITIONS
                        BETWEEN OWNER AND CONTRACTOR © 1993, The Associated General
                        Contractors of America

                    	
                        
                        13