Exhibit
10.10


April 24, 2006


Brian Kletscher

Highwater Ethanol, LLC

30427 County Highway 10

Vesta, Minnesota 56292


RE:                         Ethanol
Plant Design Survey


Highway Ethanol, LLC


Vesta,
Minnesota


Dear Brian:


Thank you for the
opportunity to submit this proposal for design survey services for your ethanol
plant project.  As you may be aware,
Yaggy Colby Associates has been involved with almost all Fagen, Inc., ethanol
plants in Minnesota and Iowa in some manner. 
In many instances, Yaggy Colby Assoicates has performed the design
survey and site civil design.  In
addition, Yaggy Colby Associates has provided such civil services for large
development projects for over thirty-five (35) years.


It is our
understanding that Highwater Ethanol intends to construct an ethanol production
facility on land shown on the attached map. 
It is further understood that the total land parcels involved is not
exactly known at this time.  Therefore,
the proposal will account for this.


The scope of
services for your project will be broken into two phases: design survey and
land survey.  The design survey includes
gathering detailed topographic surface and utility features to provide the
basis of design for the project.  The
land survey leads to the legal documents which described the boundaries of the
property.  More specifically, the scope
of work for the above is as follows:


1.                                       Design
Survey


·                  Detailed survey
of land surface features including roads, railroad tracks, fences, culverts,
vegetation and structures.


·                  Detailed survey
of utilities as located by the locating services.


·                  Drafting of
survey data.


·                  Electronic
file package to be sent to Fagen for design.


2.                                       Land
Survey


·                  Property
research.


·                  Determination of
property boundaries.


·                  Setting property
pins.


·                  Developing
plat of survey.


All above work is
performed with state of the art equipment including GPS.


 


Equal Opportunity
Employer

yaggy.com









 



Yaggy Colby Associates proposes the above scope of services on an
hourly rate basis with estimated fees as follows:


1.                                       Design
survey of Parcel 1 and 2 - $10,100


2.                                       Design
survey of all 3 - $12,100


3.                                       Land
survey of all parcels - $6,500


The above fees are
based on minimal difficulty finding section corners and access with an
ATV.  Should conditions arise or a change
in scope of work be requested by the owner, a fee proposal will be submitted
for approval.  Additional work will no
proceed without authorization.


The firm’s
standard terms and conditions have been included as part of this proposal.  Authorization of this proposal is for
approval of costs only.  Yaggy Colby
Associates will only perform the work requested by Highwater Ethanol.  Please feel free to call with any questions.


Sincerely,


YAGGY
COLBY ASSOCIATES




	
  /s/ Thomas K. Madden

  	
   

  
	
   

  	
   

  
	
  Thomas K. Madden, PE

  
	
  Project Engineer

  






 


Enclosure


TKM/jmw


Highwaterethanol.doc


 


AUTHORIZATION


I hereby authorize
Yaggy Colby Associates to proceed with the work identified herein.




	
  /s/ Brian Kletscher

  	
   

  	
  May 4, 2006

  	
   

  
	
  Authorized Signature

  	
   

  	
  Date

  






 


 















 


YAGGY
COLBY ASSOCIATES (YCA)

TERMS AND CONDITIONS


ARTICLE 1 – PAYMENT TO YCA


1.01                        Other
Provisions Concerning Payments


A.                                   Preparation of Invoices. 
Invoices will be prepared monthly in accordance with YAGGY COLBY
ASSOCIATES’ standard invoicing practices and will be submitted to OWNER by YCA,
unless otherwise agreed.  The amount
billed in each invoice will be calculated as set forth in Proposal.


B.                                     Payment of Invoices. 
Invoices are due and payable upon receipt.  If OWNER fails to make any payment due YCA for
services and expenses within 30 days after receipt of their invoice therefore,
the amounts due YCA will be increased at the rate of 1.5% per month (or the
maximum rate of interest permitted by law, if less.)  In addition, YCA may after giving seven days written
notice to OWNER, suspend services under this Agreement until YCA has been paid
in full all amounts due for services, expenses, and other related charges.  Design professionals shall not have any
liability whatsoever to the client for any costs or damages as a result of such
suspension caused by any breach of this Agreement by the Client.  Payments will be credited first to interest
and then to principal.


C.                                     As
required by the Construction Lien Law, YCA hereby notifies Owner that persons
or companies furnishing labor or materials for the construction on Owner’s land
may have lien rights on Owner’s land and buildings if not paid.


D.                                    Disputed Invoices.  If
the Client objects to any portion of an invoice, the Client shall so notify the
Design Professional in writing within 30 calendar days of receipt of the
invoice.  The Client shall identify the
specific cause of the disagreement and shall pay when due that portion of the
invoice not in dispute.  Interest as
stated shall be paid by the client on all disputed invoiced amounts resolved in
the Design Professional’s favor and unpaid for more than 30 calendar days after
date of submission.


E.                                      Payments Upon Termination. 
In the event of any termination under Paragraph 2.04, YCA will be
entitled to invoice OWNER and will be paid in accordance with Proposal for all
services performed or furnished and all Reimbursable Expenses incurred through
the effective date of termination.


ARTICLE 2 – GENERAL
CONSIDERATIONS


2.01                        Standards
of Performance


A.                                   The
standard of care for all professional services and related services performed
or furnished by YAGGY COLBY ASSOCIATES under this Agreement will be the care
and skill ordinarily used by members of their profession practicing under
similar circumstances at the same time and in the same locality.  YCA makes no warranties, expressed or
implied, under this Agreement or otherwise, in connection with their services.


B.                                     YCA
shall perform or furnish professional services and related services in phases
of the Project to which this Agreement applies. 
YCA shall serve as OWNER’s prime professional for the Project.  YCA may employ such Subconsultants as they
deems necessary to assist in the performance or furnishing of the
services.  YCA shall not be required to
employ any Subconsultant unacceptable to them.


C.                                     YCA
and OWNER will endeavor to comply with applicable Laws or regulations.  This Agreement is based on these requirements
as of its Effective Date.  Changes to
these


 


	
  

  	
  YCA Terms &
  Conditions

  	
  YCASTND

  



 



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requirements after
the Effective Date of this Agreement may be the basis for modifications to
OWNER’s responsibilities or to YCA’s scope of services, times of performance,
or compensation.


E.                                      OWNER
shall be responsible for, and YCA may rely upon, the accuracy and completeness
of all requirements, programs, instructions, reports, data, and other
information furnished by OWNER to TCA pursuant to this Agreement.  YCA may use such requirements, reports, data,
and information in performing or furnishing services under this Agreement.


F.                                      OWNER
shall make decisions and carry out its other responsibilities in a timely
manner and shall bare all costs incident thereto so as not to delay the
services of YCA.


2.02                        Use of
Documents


A.                                   All
Documents are instruments of service in respect to this Project, and YAGGY
COLBY ASSOCIATES shall retain an ownership and property interest therein
(including the right of reuse at the discretion of YCA) whether or not the
Project is completed.


B.                                     Copies
of Documents that may be relied upon by OWNER are limited to the printed copies
(also known as hard copies) that are signed or sealed by YCA.  Files in electronic media format of text,
data, graphics, or of other types that are furnished by YCA or OWNER are only
for convenience of OWNER.  Any conclusion
or information obtained or derived from such electronic files will be at the
user’s sole risk.


C.                                     OWNER
may make, and retain, and reuse copies of Documents for information and
reference in connection with use on the Project by OWNER with written
permission from YCA.  Such Documents are
not intended or represented to be suitable for reuse by OWNER or others on
extensions of Project or on any other project. 
Any such reuse or modification without written verification or
adaptation by YCA, as appropriate for the specific purpose intended, will be at
OWNER’s sole risk and without liability or legal exposure to YCA or to its
Subconsultants.  OWNER shall indemnify
and hold harmless YCA and its Subconsultants from all claims, damages, losses,
and expenses, including attorneys’ fees arising out of or resulting therefrom.


D.                                    If
there is a discrepancy between the electronic files and the hard copies, the
hard copies govern.


2.03                        Insurance


A.                                   YAGGY
COLBY ASSOCIATES shall procure and maintain Professional Liability, General
Liability, Workers Compensation, and Automotive Liability which are applicable
to the Project.


B.                                     OWNER
shall procure and maintain General Liability or Property Insurance policies
which are applicable to the Project.


2.04                        Termination


A.                                   The
obligation to provide further services under this Agreement may be terminated.


1.                                       For cause, by either party upon 30 days written notice in
the event of substantial failure by the other party to perform in accordance
with the terms hereof through no fault of the terminating party.


2.                                       For convenience, by OWNER effective upon the receipt of
notice by YCA.



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2.05                        Dispute
Resolution


A.                                   OWNER
and YAGGY COLBY ASSOCIATES agree to negotiate all disputes between them in good
faith for a period of 30 days from the date of notice, prior to exercising
their rights under provisions of this Agreement, or under law.


B.                                     Mediation
– In an effort to resolve any conflicts that arise during the design or
construction of the project or following the completion of the project, the
Client and the Design Professional agree that all disputes between them arising
out of or relating to this Agreement shall be submitted to nonbonding mediation
unless the parties mutually agree otherwise. 
The Client and the Design Professional further agree to include a
similar mediation provision in all agreements with independent contractors and
consultants retained for the project and to require all independent contractors
and consultants also to include a similar mediation provision in all agreements
with subcontractors, subconsultants, suppliers or fabricators so retained,
thereby providing mediation as the primary method for dispute resolution
between the parties to those agreements.


2.05                        Hazardous
Environmental Condition


A.                                   OWNER
represents to YAGGY COLBY ASSOCIATES that to the best of its knowledge, a
Hazardous Environmental Condition does not exist.


B.                                     OWNER
has disclosed to the best of its knowledge to YCA the existence of all
Asbestos, PCB’s Petroleum, Hazardous Waste, or Radioactive Material located at
or near the Project site, including type, quantity, and location.


C.                                     It
is acknowledged by both parties that YCA’s scope of services does not include
any services related to asbestos or hazardous or toxic materials.  In the event the Design Professional or any
other party encounters asbestos or hazardous or toxic materials at the jobsite,
or should it become known in any way that such materials may be present at the
jobsite or any adjacent areas that may affect the performance of the Design
Professional’s services, the Design Professional may, at his or her option and
without liability for consequential or any other damages, suspend performance
of services on the project until the Client retains appropriate specialist
consultants or contractors to identify, abate and/or remove the asbestos or
hazardous toxic materials, and warrant that the jobsite is in full compliance
with applicable laws and regulations.


D.                                    The
Client agrees, notwithstanding any other provision of this Agreement, to the
fullest extent permitted by law, defend, to indemnify and hold harmless the
Design Professional, his or her officers, partners, employees, agents and
consultants from and against any and all claims, suits, demands, liabilities,
losses, or costs, including reasonable attorneys’ fees and defense costs,
resulting or accruing to any and all persons, firms, and any other legal
entity, caused by, arising out of or in any way connected with the detection,
presence, handling, removal, abatement, or disposal of any asbestos or
hazardous toxic substances, products or materials that exist on, about or
adjacent to the jobsite, whether liability arises under breach of contract or
warranty, tort, including negligence, strict liability or statutory liability
or any other cause of action.


2.07                        Allocation
of Risk


A.                                   Indemnification


1.                                       To
the fullest extent permitted by law, YAGGY COLBY ASSOCIATES shall indemnify and
hold harmless OWNER, OWNER’s officers, directors, partners, and employees from
and against any and all costs, losses, and damages (including but not limited
to all fees and charges of engineers, architects, attorneys, and other
professions, and all court or arbitration or other dispute resolution costs)
caused solely by the negligent acts or omissions of YCA or its officers,



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directors,
partners, employees in the performance and furnishing of YCA’s services under
this Agreement.


2.                                       To
the fullest extent permitted by law, OWNER shall indemnify and hold harmless
YCA, its officers, directors, partners, employees, and Subconsultants from and
against any and all costs, losses, and damages (including but not limited to
all fees and charges of engineers, architects, attorneys, and other
professionals, and all court or arbitration or other dispute resolution costs)
caused solely by the negligent acts or omissions of OWNER or OWNER’s officers,
directors, partners, employees, and OWNER’s Consultants with respect to this
Agreement or the Project.


3.                                       To
the fullest extent permitted by law, YCA’s total liability to OWNER and anyone
claiming by, through, or under OWNER for any cost, loss, or damages caused in
part by the negligence of YCA and in part by the negligence of OWNER or any
other negligent entity or individual, shall not exceed the percentage share
that YCA’s negligence bears to the total negligence of OWNER, YCA, and all
other negligent entities and individuals.



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