**Exhibit 10.3**

 

**Standard Form of Agreement**

**Between Owner and Contractor**

**for****a Small Project**

 

This **AGREEMENT** is made May12, 2004

 

**BETWEEN** the Owner:

United Wisconsin Grain Producers, LLC (UWGP)

P.O. Box 27

Friesland, WI  53935

 

and the Contractor:

Oelke Construction Co., Inc.

P.O. Box 27

626 Steel Road

Fall River, WI  53932

 

for the following Project:

New Administration Building for UWGP; to be located on the Northeastcorner of County ‘EF’ and Highway 33, Friesland, WI

 

The Architect is:

Transcend Architects & Engineers, Inc.

1000 Lothe Street

Sun Prairie, WI  53590

 

The Owners and Contractor agree as follows.

 

**ARTICLE 1**

**THE CONTRACT DOCUMENTS**

 

The Contractor shall complete the Work described in the ContractDocuments for the project.  The ContractDocuments consist of:

 

1.               this Agreementsigned by the Owner and Contractor;

 

1

----

 

2.               AIA Document A205, General Conditions ofthe Contract for Construction of a Small Project, current edition;

 

3.               the Drawingsand Specifications prepared by the Architect, dated April 14, 2004,and enumerated as follows:

 
| **Drawings:** |
|---------------|
| ** **    |   |
| 2.1           | Site Plan |
| 3.1           | Foundation Plan |
| 5.1           | Floor Framing Plan |
| 5.2           | Roof Framing Plan |
| 5.3           | Framing Details |
| 6.1           | Lower Level Floor Plan |
| 6.2           | Main Level Floor Plan |
| 7.1           | Building Sections |
| 8.1           | Exterior Elevations |
| 9.1           | Room Finish and Door Schedules |
| 10.1          | Accessibility Details |
| 15.1          | Lower Level Plumbing Plan |
| 15.2          | Main Level Plumbing Plan |
| 15.3          | Lower Level HVAC Plan |
| 15.4          | Main Level HVAC Plan |
| 16.1          | Lower Level Lighting Plan |
| 16.2          | Main Level Lighting Plan |
| 16.3          | Lower Level Power Plan |
| 16.4          | Main Level Power Plan |

 
| **Specifications:**            |                     |         |         |
|--------------------------------|--------------------------|--------------|--------------|
|                           |                     |         |         |
| INSTRUCTIONS TO BIDDERS        |                     | Pages 1 to 3 |
|                           |                     |         |         |
| BID FORM                       |                     | 1 Pages      |
|                           |                     |         |         |
| STANDARD GENERAL CONDITIONS OF |                     | 1 Pages      |
| CONSTRUCTION CONTRACT          |                     |         |
|                           |                     |         |         |
| SUPPLEMENTARY CONDITIONS       |                     | Pages 1 to 4 |
|                           |                     |         |         |
| SECTION 01010 -           | SUMMARY OF THE WORK      |         | 1 Pages      |
|                           |                     |         |         |
| SECTION 01020 –      | ALLOWANCES               |         | 1 Pages      |
|                           |                     |         |         |
| SECTION 01027 –      | APPLICATIONS FOR PAYMENT |         | Pages 1 to 2 |
|                           |                     |         |         |
| SECTION 01030 –      | ALTERNATES               |         | 1 Pages      |
|                           |                     |         |         |
| SECTION 01040 –      | PROJECT COORDINATION     |         | 1 Pages      |

 

2

----

 
| SECTION 01045 – | CUTTING AND PATCHING        |   | 1 Page       |
|---------------------------|-----------------------------|--------|--------------|
|                      |                        |   |         |
| SECTION 01050 – | FIELD ENGINEERING           |   | 1 Page       |
|                      |                        |   |         |
| SECTION 01090 – | DEFINITIONS AND STANDARDS   |   | Pages 1 to 2 |
|                      |                        |   |         |
| SECTION 01200 – | PROJECT MEETINGS            |   | 1 Page       |
|                      |                        |   |         |
| SECTION 01300 – | SUBMITTALS                  |   | Pages 1 to 2 |
|                      |                        |   |         |
| SECTION 01400 – | QUALITY CONTROL SERVICES    |   | Pages 1 to 2 |
|                      |                        |   |         |
| SECTION 01500 – | TEMPORARY FACILITIES        |   | 1 Page       |
|                      |                        |   |         |
| SECTION 01600 – | MATERIAL AND EQUIPMENT      |   | 1 Page       |
|                      |                        |   |         |
| SECTION 01631 – | PRODUCTS AND SUBSTITUTIONS  |   | 1 Page       |
|                      |                        |   |         |
| SECTION 01700 – | PROJECT CLOSEOUT            |   | Pages 1 to 2 |
|                      |                        |   |         |
| SECTION 01740 – | WARRANTIES AND BONDS        |   | 1 Page       |
|                      |                        |   |         |
| SECTION 02110 – | SITE CLEARING               |   | 1 Page       |
|                      |                        |   |         |
| SECTION 02150 – | SHORING AND BRACING         |   | 1 Page       |
|                      |                        |   |         |
| SECTION 02200 – | EARTHWORK                   |   | Pages 1 to 3 |
|                      |                        |   |         |
| SECTION 02710 – | FOUNDATION DRAINAGE         |   | 1 Page       |
|                      |                        |   |         |
| SECTION 03310 – | CONCRETE                    |   | Pages 1 to 3 |
|                      |                        |   |         |
| SECTION 04200 – | UNIT MASONRY                |   | Pages 1 to 5 |
|                      |                        |   |         |
| SECTION 05120 – | STRUCTURAL STEEL            |   | 1 Page       |
|                      |                        |   |         |
| SECTION 06100 – | ROUGH CARPENTRY             |   | Pages 1 to 6 |
|                      |                        |   |         |
| SECTION 06192 – | PREFABRICATED WOOD TRUSSES  |   | 1 Page       |
|                      |                        |   |         |
| SECTION 06200 – | FINISH CARPENTRY            |   | 1 Page       |
|                      |                        |   |         |
| SECTION 06400 – | ARCHITECTURAL WOODWORK      |   | Pages 1 to 4 |
|                      |                        |   |         |
| SECTION 07120 – | FLUID-APPLIED WATERPROOFING |   | Pages 1 to 2 |
|                      |                        |   |         |
| SECTION 07190 – | VAPOR BARRIERS              |   | 1 Page       |
|                      |                        |   |         |
| SECTION 07200 – | INSULATION                  |   | Pages 1 to 2 |
|                      |                        |   |         |
| SECTION 07270 – | FIRESTOPPING                |   | Pages 1 to 3 |

 

3

----

 
| SECTION 07311 – | ASPHALT SHINGLES                          |   |   |
|---------------------------|-------------------------------------------|--------|--------|
|                      |                                      |   |   |
| SECTION 07460 – | SIDING                                    |   |   |
|                      |                                      |   |   |
| SECTION 07600 – | FLASHING AND SHEET METAL                  |   |   |
|                      |                                      |   |   |
| SECTION 07900 – | JOINT SEALERS                             |   |   |
|                      |                                      |   |   |
| SECTION 08110 – | STEEL DOORS AND FRAMES                    |   |   |
|                      |                                      |   |   |
| SECTION 08210 – | FLUSH WOOD DOORS                          |   |   |
|                      |                                      |   |   |
| SECTION 08305 – | ACCESS DOORS                              |   |   |
|                      |                                      |   |   |
| SECTION 08410 – | ALUMINUM ENTRANCES AND STOREFRONTS        |   |   |
|                      |                                      |   |   |
| SECTION 08610 – | WOOD WINDOWS                              |   |   |
|                      |                                      |   |   |
| SECTION 08710 – | FINISH HARDWARE                           |   |   |
|                      |                                      |   |   |
| SECTION 08800 – | GLASS AND GLAZING                         |   |   |
|                      |                                      |   |   |
| SECTION 09250 – | GYPSUM DRYWALL                            |   |   |
|                      |                                      |   |   |
| SECTION 09300 – | TILE                                      |   |   |
|                      |                                      |   |   |
| SECTION 09510 – | ACOUSTICAL CEILINGS                       |   |   |
|                      |                                      |   |   |
| SECTION 09900 – | PAINTING                                  |   |   |
|                      |                                      |   |   |
| SECTION 10800 – | TOILET ACCESSORIES                        |   |   |
|                      |                                      |   |   |
| SECTION 14240 – | HYDRAULIC ELEVATORS                       |   |   |
|                      |                                      |   |   |
| SECTION 15400 – | PLUMBING                                  |   |   |
|                      |                                      |   |   |
| SECTION 15401 – | PLUMBING SYSTEMS                          |   |   |
|                      |                                      |   |   |
| SECTION 15600 – | HEATING, VENTILATING AND AIR CONDITIONING |   |   |
|                      |                                      |   |   |
| SECTION 16400 – | ELECTRICAL                                |   |   |

 

4.               addendaprepared by Architect as follows:

 

No Addenda

 

5.               written changeorders or orders for minor changes in the Work issued after execution of theAgreement; and

 

4

----

 

6.               otherdocuments, if any, identified as follows:

 

Summary of cost savings prepared by Oelke Construction, datedMarch 30, 2004, and is attached as a part of this agreement.

 

**ARTICLE 2**

# **DATEOF COMMENCEMENT AND SUBSTANTIAL COMPLETION DATE**

 

The date of commencement shall be the date of this Agreement unlessotherwise indicated below.  TheContractor shall substantially complete the Work not later than 120 days afterthe date of commencement, subject to adjustment by Change Order.

 

Contractor understands that if substantial completion of the Work isnot obtained within 120 days after the date of commencement (May 19, 2004),Owner will suffer damages, which are difficult to determine and accuratelyspecify.  Accordingly, if substantialcompletion has not been obtained within 120 days after the date ofcommencement, Contractor shall pay Owner as liquidated damages $100 per day foreach day that substantial completion occurred beyond 120 days.  Owner, at its discretion, may elect to offsetany such liquidated damages from any retainage or any amounts owed by Owner toContractor.  Liquidated damages shall bepaid by Contractor by the 15th of the month following the monthin which liquidated damages were incurred.

 

**ARTICLE 3**

## **CONTRACTSUM**

 

3.1                                 Subject to additionsand deductions by Change Order, the Contract Sum is

 

$379,714.00

 

3.2                                 For purposes ofpayment, the Contract Sum includes the following values related to portions ofthe Work:

 
| Portion of Work |   | Value |
|-----------------|--------|-------|

 

3.3                                 The ContractSum shall include all the items and services necessary for the proper executionand completion of the Work.

 

**ARTICLE 4**

**PAYMENT**

 

4.1                                 Based onContractor’s Applications for Payment certified by the Architect, the Ownershall pay the Contractor as follows:

 

Based on four payment ‘Draws’:

1.                                       Foundation

2.                                       Framing

3.                                       Rough-in andInsulation

4.                                       Completion

 

5

----

 

Owner will retain five percent (5%) of each payment.  Upon substantial completion of the entireWork, Owner shall release to Contractor all retained amounts relating to theentire Work, less the amount equal to the reasonable value or cost to completeof all remaining or incomplete items of Work, provided that such payment shallonly be made if Contractor’s application for final payment has been certifiedby the Architect.  The Contractor shallalso simultaneously submit with each Application for Payment a report of theArchitect certifying that the Work has been completed and materials are inplace as required by the Contract Documents. Further, each Application for Payment shall include waivers of mechanicliens and/or materialmen liens, executed by the Contractor, in the amount ofthe lienable costs of the project payable from the amounts requested under theApplication for Payment, together with a waiver of mechanic liens and/ormaterialmen liens executed by each subcontractor and supplier to which anyportion of any amount of the Application for Payment will be paid coveringliens for all Work done and material supplied for which disbursement will bemade from funds from the Application for Payment.

 

4.2                                 Owner shallmake payment within twenty (20) days after Owner’s receipt of each properlysubmitted and accurate Application for Payment. Payments that are due, not subject to reasonable dispute, and unpaid byOwner to Contractor shall bear interest commencing ten (10) days after paymentis due at the rate of eight percent (8%).

 

**ARTICLE 5**

**INSURANCE**

 

5.1                                 The Contractorshall provide Contractor’s Liability and other Insurance as follows:

 

Contractor shall procure andretain in place during the construction of the administration building, theinsurance coverage set forth on the attached Exhibit 5.1.  Contractor shall provide a Certificate ofInsurance to Owner prior to starting construction.

 

5.2                                 The Owner shallprovide Owner’s Liability and Owner’s Property Insurance as follows:

 

Owner shall obtain insurancecoverage as set forth on Exhibit 5.2, attached hereto.

 

5.3                                 The Contractorshall obtain an endorsement to its general liability insurance policy to coverthe Contractor’s obligations under Paragraph 3.12 of AIA Document A205, GeneralConditions of the Contract for Construction of Small Projects.

 

5.4                                 Certificates ofinsurance shall be provided by each party showing their respective coveragesprior to commencement of the Work.

 

**ARTICLE 6**

**OTHER TERMS AND CONDITIONS**

 

6.1                                 Contractorshall perform the Work in accordance with all legal requirements.  Contractor shall obtain all necessarypermits, approvals and licenses required for the construction of the Work.  Owner shall provide assistance to Contractorin obtaining those permits, approvals and licenses.

 

6

----

 

6.2                                 Contractorshall perform all construction activities efficiently and with requisiteexpertise, skill and competence to satisfy the requirements of the ContractDocuments.  Contractor shall employ onlysubcontractors who are duly licensed and qualified to perform the Work,consistent with the Contract Documents. Contractor assumes responsibility to Owner for the proper performance ofthe Work of subcontractors and any acts or omissions in connection with suchperformance.  Contractor shall coordinatethe activities of all subcontractors. Contractor shall keep the construction site reasonably free from debris,trash and construction waste and shall perform the construction activitiesefficiently, safely and without interfering with the use of adjacent landareas.  Contractor and all subcontractorsshall comply with all legal requirements relating to safety.

 

6.3                                 Contractorwarrants to Owner that the construction, including all materials and equipmentfurnished as part of the construction, shall be new, of good quality, inconformance with the Contract Documents and free of defects in materials andworkmanship.  Northing in this warrantyis intended to limit any manufacturer’s warranty that provides Owner withgreater warranty rights then set forth in this Section 6.2 or the ContractDocuments.  Contractor will provide Ownerwith manufacturer’s warranties upon substantial completion.

 

6.4                                 Contractoragrees to correct any Work that is found to not be in conformance with theContract Documents within a period of one year from the date of substantialcompletion of the Work.  Contractorshall, within five (5) days of receipt of written notice from the Owner thatthe Work is not in conformance with the Contract Documents, take meaningfulsteps to commence correction of such nonconforming Work, including thecorrection, removal or replacement of the nonconforming Work and any damagecaused to other parts of the Work affected by the nonconforming Work.  The thirty (30) day period referenced in thisSection 6.3 applies only to Contractor’s obligation to correctnonconforming Work and is not intended to constitute a period of limitationsfor any other rights or remedies Owner may have regarding Contractor’s otherobligations under the Contract Documents.

 

This Agreement entered into as of the day and year first written above.

 

 
| /s/  Kevin Roche                       |                            | /s/  Arnie Oelke    |   |
|----------------------------------------|---------------------------------|---------------------|--------|
| **OWNER**                              | **CONTRACTOR**                  |
| United  Wisconsin Grain Producers, LLC | Arnie  Oelke Construction, Inc. |
|                                   |                            |
| Kevin  Roche, President                |                            | Arnie  Oelke, Owner |   |
| *(Printed name and title)*             | *(Printed name and title)*      |
| * *                               | * *                        |
|                                   |                            |
|                                   | LICENSE  NO.:                   |
|                                   |                            |
|                                   |                            |
|                                   | JURISDICTION:                   |

 

7

----