Exhibit
10.8


 


IPL Alliant Energy
Contract No.
                 


 


 


FACILITIES SERVICES AGREEMENT*


 


 


THIS AGREEMENT is
made this 30th day of July, 2003 by and between INTERSTATE POWER AND LIGHT COMPANY  (a wholly owned subsidiary of Alliant Energy Corporation) with
offices at 22 2nd St NW, Mason City, IA 50401 (“Company’), and Golden Grain
Energy, a limited liability company
(“Customer”) with its principal offices at 951 N Linn Avenue, New Hampton, Iowa
50659 contains the terms and conditions under which Company will perform Work.


 


1.                                      SCOPE
OF WORK


 


Within a reasonable period of time after execution of this Agreement,
Company shall furnish the required labor and supervision necessary for the
performance of certain types of Work on a project-by-project basis, and as
generally described in Schedule A of this Agreement.  The description of Work for a particular project will be more
definitely described in Company’s Proposal or Specification document to be
attached as schedules to this Agreement and incorporated herein by this
reference.  No Work shall be provided
hereunder until the parties have agreed upon the Scope of Work to be performed
for a specific project.


 


The Work will be performed during times that are mutually satisfactory
to the parties, and upon written agreement of the parties.


 


2.                                      TERM
AND TERMINATION


 


Unless otherwise terminated, this Agreement shall be in effect for a
period of one (1) year and shall automatically renew for additional one (1)
year periods.


 


Notwithstanding any of the provisions contained herein, either party
shall have the right to delay or cancel for its convenience further performance
of all or any separable part of this Agreement at any time by giving thirty-
(30) days written notice to the non-canceling party.  On the date of such delay or cancellation stated in the notice,
Company shall discontinue all Work pertaining to this Agreement pending
Customer’s instructions.


 


In the event of delay, Customer shall as soon as practicable establish
a Work schedule and a completion date. 
The price set forth in Schedule A shall be adjusted for reasonable and
necessary expenses resulting from the delay.


 


In the event of cancellation, payment to Company shall be based on that
portion of the Work satisfactorily performed to the date of cancellation,
including reimbursement for reasonable overhead and profit on such completed
Work, plus reasonable and necessary expenses resulting from the cancellation.


 


3.                                      COMPENSATION
AND PAYMENT


 


The total cost payable by Customer to Company for the Work, exclusive
of taxes, shall be billed in accordance with Schedule A of this Agreement.


 


Customer shall pay one hundred (100%) percent of the amount invoiced by
the thirtieth (30th) day following receipt of Company’s invoice.  Customer shall be responsible for any taxes
imposed as a result of the Work performed by Company hereunder.  Company shall invoice Customer every fifteen
(15) days for Work completed.  Customer
shall pay Company’s invoice no later than thirty- (30) days after the date of
invoice.


 












*Portion omitted pursuant to a request for confidential treatment and
filed seperately with the Securities and Exchange Commission.


 


1

















 


4.                                      CHANGES


 


This Agreement may be changed only by a duly executed Change Order(s)
issued by Company to Customer.


 


Upon the Parties reaching mutual agreement regarding a proposed change
to the Scope of Work, the Company will issue a written Change Order as set
forth in Form 1 of Schedule A of this Agreement.  No Work shall be performed prior to Completion of Change
Order(s).  Customer shall not be
invoiced for Work to be performed prior to completion of the applicable Change
Order.


 


Changes in the Work may result in adjustments affecting provisions of
this Agreement including, without limitation, any adjustments to price,
schedule, and guarantees which shall be mutually agreed to by Company and
Customer and specified in the Change Order(s) issued by Company.


 


5.                                      INDEPENDENT
CONTRACTOR AND SUBCONTRACTING


 


Company agrees that it is an independent contractor.  This Agreement may not be altered in any
manner so as to change the relationship of Company from that of independent
contractor.


 


Company may subcontract any portion of the Work.  Company agrees that it shall remain solely
responsible for satisfactory completion of the Work and shall incorporate the
terms and conditions of this Agreement into the subcontracting agreement.


 


6.                                      CONFIDENTIAL
INFORMATION


 


The parties recognize and acknowledge that certain information
considered to be proprietary or confidential including but not limited to
contractual information, trade secrets, computer codes, formulas, methods,
inventions and devices that are or may be in the future developed, used by or
in the possession of a party constitute a valuable, special and unique asset of
that party.  Neither party shall,
without written permission of the other, disclose such proprietary or
confidential information to any person, firm, corporation, association or other
entity for any reason or purpose whatsoever. 
In the event of a breach or threatened breach by a party of the
provisions of this Paragraph the non-breaching party shall be entitled to an
injunction restraining the breaching party from so doing.  Nothing herein shall be construed as
prohibiting a party from pursuing any other remedies available to it for such
breach or threatened breach.


 


7.                                      INDEMNIFICATION


 


Customer agrees to assume all risk of loss and to defend, indemnify and
hold its officers; directors, employees, su6contractors and agents harmless
against any and all claims, liabilities, damages, losses, costs or expenses of
whatever nature or character, including but not limited to, damage of any type
to any person or property including injuries or damage to third parties or
employees of both parties occasioned wholly or in part by any act or omission
of Customer or of anyone directly or indirectly employed by Customer for whose
acts any of them may be liable that result from or arise out of this Agreement
, or any of the activities of Customer, its employees :or agents pursuant to
this Agreement, whether or not such injuries or damage are occasioned in part
by Company, its officers, directors, employees, subcontractors or agents.


 


8.                                      HAZARDOUS
MATERIALS


 


Nothing in thin, Agreement shall require Company to take ownership of
or be responsible for hazardous materials that which exist on Owner or
Customer’s Work Site(s) prior to the performance of Company’s Work.  For purposes of this Agreement, Hazardous Materials
include but are not limited to asbestos or any substance containing asbestos,
polychlorinated biphenyl’s, any explosives, radioactive materials, chemicals
known or suspected to cause cancer or reproductive toxicity, pollutants,
effluents, contaminants, emissions, infectious wastes, any petroleum or
petroleum-derived waste or product or


 


2

















 


related materials and any items defined as hazardous, special or toxic
materials, substances or waste under any hazardous material law.


 


9.             HAZARD
COMMUNICATIONS


 


The parties shall comply w4 h all applicable hazard communication
requirements of the Occupational Safety and Health Administration (OSHA), as
codified at 29 C.F.R. 1910.1200.


 


10.          WARRANTY


 


Any warranties of the products and equipment sold hereby are those of
the manufacturer.  Company shall provide
any manufacturer’s warranties to Customer with f-’10jeA closeout documentation,
unless Customer requests such information at an earlier date, and assuming that
such information is available at the time of request.


 


Company warrants to Customer that the Work shall be performed by
qualified and competent personnel in accordance with industry practice and the
professional standards of care and practice appropriate to the nature of the
Work rendered.  Said warranty shall
remain in effect for a period of thirty- (30) days after the Work is completed
by Company.


 


COMPANY DISCLAIMS ALL OTHER
WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY ARRANTY OF
MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.


 


11.                               LIMITATION
OF LIABILITY


 


COMPANY SHALL NOT IN ANY EVENT OR
UNDER ANY CIRCUMSTANCE WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE)
STRICT LIABILITY OR UNDER ANY WARRANTY OR ANY OTHER LEGAL THROERY, BE LIABLE
FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMGE, INCLUDING BUT NOT
LIMITED TO LOSS OF PROFITS OR REVENUE, LOSS OF GOOD WILL, LOSS OF USE OF SITE
SYSTEMS, COST OF CAPITAL, OR ANY CLIAIMS BY THE CLIENT FOR DAMAGES TO
CUSTOMER’S CUSTOMERS.


 


THE REMEDIES OF CUSTOMER SET FORTH
HEREIN ARE EXCLUSIVE, AND THE SUM TOTAL LIABILITY OF COMPANY TO CUSTOMER WITH
RESPECT TO THIS AGREEMENT SHALL BE LIMITED IN AGGREGATE TOTAL TO THE CONTRACT
PRICE SET FORTH HEREIN.


 


12.                               INSURANCE


 


Company shall provide and maintain insurance in connection with the
Work that is the subject of this Agreement, including but not limited to
Workers’ Compensation and Employer’s Liability Insurance.  Company shall furnish to Customer, upon
request, certificates of insurance or evidence of self-insurance issued by
insurance companies showing the policies carried and the policy limits.  At all times during this Agreement, Company
shall have the right to self-insure.


 


Customer shall provide and maintain Public Liability and Property
damage Insurance so as to provide protection and indemnification against any
and all such claims or suits in connection with the Work that is the subject of
this Agreement.  Customer shall furnish
to Company certificates of insurance issued by insurance companies acceptable
to company or evidence of self-insurance acceptable to Company showing the
policies carried and the limits of coverage as follows:


 


a.               Worker’s
Compensation Insurance for Client’s employees to the extent of statutory limits
and Occupational Disease and Employer’s Liability Insurance for not less than
$500,000.


 


b.              Commercial General
Liability Insurance, including but not limited to Products and Completed
Operations and Contractual Liability, as applicable to Client’s obligations
under this Agreement with limits not less than:


 


3

















 


	
  Personal Injury

  	
   

  	
  $2,000,000 per occurrence and

  
	
  Property Damage

  	
   

  	
  $2,000,000 per occurrence.

  



 


c.               Automobile
Liability Insurance with limits not less than: Bodily Injury $1,000,000 each
accident, and Property Damage $1,000,000 each accident.


 


Certificates of insurance or evidence of self-insurance shall be on
file with Company prior to execution and shall remain in effect for the
duration of this Agreement, and shall name Company as an additional
insured.  All certificates of insurance
or evidence of self-insurance shall state that prior to cancellation,
non-renewal or any materials change, thirty- (30) days’ written notice shall be
given to Company.  Failure of Company to
enforce the minimum insurance requirements listed above shall not relieve
Customer of responsibility for maintaining these coverages.


 


13.                               REMEDIES


 


Upon discovering any breach of this Agreement either party may pursue
any and all remedies available under law, including but not limited to
requiring Company, at its expense, to replace defective materials, equipment
and goods, to correct the defects or otherwise re-perform the Work.


 


In the event of breach, the non-breaching party shall give the party in
breach thirty- (30) days notice to cure such breach, or to commence in good
faith to cure such breach.  In the event
the party does not cure or commence to cure such breach, the non-breaching
party may pursue any and all remedies available under this Agreement or at law
or in equity, including termination of this Agreement.


 


No agreement varying or extending any warranties or remedies herein
will be binding unless in writing and agreed to by the parties.


 


14.                               FORCE
MAJEURE


 


It is understood that at times unavoidable delays result from causes
which may reasonably be presumed to be beyond the control of Company or
Customer, such as: Acts of providence, floods, fortuitous events, unavoidable
accidents, riots, strikes, and lock outs. 
Should the progress of the Work be or seem to be delayed at any time for
such causes the party experiencing the delay shall contact the other party and
notify that party of the occurrence.  If
the delay was unavoidable, a corresponding extension of time for the completion
of the Work shall be allowed, but shall not exceed the actual number of days
such unavoidable delays accrued.  Both
parties shall in good faith use such effort as is reasonable under all the
circumstances known to that party at the time to remove or remedy the cause(s)
and mitigate the damages.


 


15.                               DISPUTES
AND GOVERNING LAW


 


Any disputes not settled by the management of the parties shall be
settled by arbitration in accordance with the procedures provided by the
American Arbitration Association.  The
laws of the state of Iowa shall govern claims arising out of this Agreement
with venue lying in Linn County.


 


16.                               SAVINGS
CLAUSE/INDEPENDENT TERMS


 


Each term and condition of this Agreement is deemed to have independent
effect and the invalidity of any partial or whole paragraph or article shall
not invalidate the remaining paragraphs or articles.  The obligation to perform all of the terms and conditions of this
Agreement shall remain in effect regardless of the performance of any invalid
term by the other party.


 


4

















 


17.                               NONWAIVER


 


The failure of a party to insist on or enforce, in any instance, strict
performance by the other of any of the terms of this Agreement, or to exercise
any rights herein conferred shall not be construed as a waiver or
relinquishment to any extent of its right to assert or rely upon any such terms
or rights on any future occasion.


 


18.                               COMMUNICATION
BETWEEN THE PARTIES


 


All communications related to this Agreement shall be to the persons
listed below or to such other persons as the parties may specify in writing:


 


	
  COMPANY:

  	
   

  	
  INTERSTATE POWER AND LIGHT COMPANY

  
	
   

  	
   

  	
  Name Debra Marson

  
	
   

  	
   

  	
  Title Key Account Manager

  
	
   

  	
   

  	
  Address 22 2nd St NW

  
	
   

  	
   

  	
  Address Mason City, IA 50401

  
	
   

  	
   

  	
  Phone 641-422-1722

  
	
   

  	
   

  	
  Email debramarson@alliantenergy.com

  
	
   

  	
   

  	
   

  
	
  CUSTOMER:

  	
   

  	
  GOLDEN
  GRAIN ENERGY

  
	
   

  	
   

  	
  Name Stan Laures

  
	
   

  	
   

  	
  Address 951 N Linn Avenue

  
	
   

  	
   

  	
  Address New Hampton, IA 50659

  
	
   

  	
   

  	
  Phone 641-394-4059

  
	
   

  	
   

  	
  Email goldengrain@iowatelecom.net

  



 


19.                               CONTRACT
DOCUMENTS


 


This Agreement and the attachments and schedules hereto represent the
complete understanding of the parties and shall govern over all other documents
and oral representations making all other representations of the parties null
and void.  The terms and conditions of
this Agreement shall govern the following documents, and shall control over any
conflicting term or condition found in any Schedules or Exhibits attached
hereto.  The following documents are
part of this Agreement:


 


Company’s Change Order(s)


Schedule A           -               Scope of Work/Price Schedule


 


5

















 


This Agreement is executed the day and year first
above written at Cedar Rapids, Iowa.


 


	
   

  	
  GOLDEN GRAIN ENERGY, LLC

  	
   

  
	
   

  	
  Customer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter Wendland

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
  (Print Name) 
  Walter Wendland

  
	
   

  	
  9-17-03

  
	
   

  	
   

  
	
   

  	
  INTERSTATE
  POWER AND LIGHT COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Debra Marson

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Key Account Manager

  	
   

  
	
   

  	
   

  
	
   

  	
  (Print Name) 
  Debra Marson

  
	
   

  	
  9-18-03

  
						



 


6

















 


SCHEDULE
A

SCOPE OF WORK/PRICE SCHEDULE


 


1.                                      SCOPE
OF WORK


 


The purpose of this Agreement is to set forth the terms and conditions
for the performance of certain types of Work on a project-by-project basis, and
as generally described below.


 


The project scope is based on electrical drawings # 801 and # 817 - Job
#EG1556 that were submitted by Fagen Engineering, LLC (Fagen).  Transformers and switchgear are priced based
on utility grade standards.


 


Company will furnish and install all components listed below and as
specified on Fagen drawings # 801 and # 817, including interconnect wire,
conduit and connections as required for the 13.8 KV distribution system.  Company will provide all trenching services
for the entire primary electric project. 
All materials will be new.


 


•                  Five
(5) 2000 KVA, 13,800 to 480/277 volt padmount transformer with feedthrough
bushings.  3 Phase


•                  One
(1) 1500 KVA, 13,800 to 4160/2400 volt padmount transformer with feedthrough
bushings.  3 phase


•                  One
(1) 750 KVA, 13,800 to 4160/2400 Volt padmount transformer with feedthrough
bushings.  3 phase


•                  Three
(3) 200 amp 15 KV 4-way sectionalizing cabinets each with fiberglass basement


•                  One
(1) S & C Vista Serious switchgear equipment complete with fiberglass
basement and equipped with main disconnect and adjustable electronic over
current protection on feeders.


•                  15
KV 220 mil XLPE-TR 133% insulation level with 1/3 concentric neutral wire for
13.8 KV system


•                  Cabling
below all roadways installed in concrete encased conduit D Concrete pads for
transformers


 


[*]


 












*       Portion omitted pursuant to
a request for confidential treatment and filed separately with the Securities
and Exchange Commission.


 


 


Not included in proposal:


 


•                  Construction
delays caused by customer will be billed on a time and material basis


•                  Additional
labor and equipment hours for trenching in abnormal ground conditions such as
rock, mud or frost


•                  Secondary
cable installation and termination

(Additional information needed)


•                  Primary metering


•                  Proposal assumes
final grade within 6 inches


•                  Owners will
stake cable route with elevations


 


 


Adders:


•                  Installation
of pipe


(Cable route will
need to be revised)


 


7

















 


•                  Installation
of 30 arrestors                                                                                                  [*]


 












* Portion omitted
pursuant to a request for confidential treatment and filed separately with the
Securities and Exchange Commission.


 


 


Lead time for transformers and switchgear is 15 weeks from date of
contract execution.  Project
construction is expected to take 4 weeks. 
Most of the work can be accomplished ahead of equipment delivery.


 


Company shall perform the Scope of Work as set forth in herein and more
specifically set forth in Company’s Specifications, which are attached hereto
and incorporated by this reference as Schedule A of this Agreement.


 


 


2.                                      PRICE
SCHEDULE


 


Company shall perform its obligations under this Agreement in
accordance with the following Price Schedule. 
The Price Schedule may be amended by agreement of the parties to take
into account extra or deleted Work as set forth in Company’s Change Order(s).


 


Company and Customer agree that this Agreement shall be based on a cost
plus open book/target pricing agreement.


 


THIS
OFFER WILL EXPIRE IF NOT SIGNED AND 

RETURNED BY AUGUST 31,   2003


 


8

















 


CHANGE
ORDER-9/3/2003


 


Please be advised that this change order will extend the expiration
date on the contract dated July 30th as noted below.


 


Furnish and install all components listed below and as specified on
revised Fagen drawings # 801 and # 817, including interconnect wire, conduit
and connections as required for the 13.8 KV distribution system.  Company will provide all trenching services
for the entire primary electric project. 
All materials will be new.


 


•                  One
(1) 500 KVA, 13,800 to 480/277 volt padmount transformer with feed through
bushings.  3 Phase


•                  One
(1) 75 KVA, 13,800 to 240/120 volt padmount transformer.  Single Phase.


•                  One
(1) 200 amp 15 KV 4-way sectionalizing cabinets each with fiberglass basement


•                  Concrete
pads for transformers


•                  Cabling
below all roadways installed in concrete encased conduit


•                  15
KV 220 mil XLPE-TR 133% insulation level with 1/3 concentric neutral wire for
13.8 KV system


 


[*]


 












* Portion omitted
pursuant to a request for confidential treatment and filed separately with the
Securities and Exchange Commission.


 


 


No
materials will be ordered until we receive a list complete with specifications
for all transformers and switchgear.


 


 


THIS
OFFER WILL EXPIRE IF NOT SIGNED AND 

RETURNED BY SEPTEMBER 18, 2003


 


9

















 


This change order is executed the day and year first above written at
Cedar Rapids, Iowa.


 


 


	
   

  	
  GOLDEN GRAIN ENERGY, LLC

  	
   

  
	
   

  	
  Customer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter Wendland

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Print Name) 
  Walter Wendland

  	
   

  
	
   

  	
  9-17-03

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INTERSTATE
  POWER AND LIGHT COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Debra Marson

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Key Account Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Print Name) 
  Debra Marson

  	
   

  
	
   

  	
  9-18-03

  	
   

  
						



 


10

















 


CHANGE
ORDER-9/15/2003


 


Please be advised that this change order will not extend the expiration
date on the previous change order dated September 3, 2003.


 


 












* Furnish and install pole, guy, anchor & meter socket


 


Substitute 175 Mil cable for 220 Mil cable


 


 


[*]


 












* Portion omitted
pursuant to a request for confidential treatment and filed separately with the
Securities and Exchange Commission.


 


11

















 












* Includes all materials associated with primary metering with the
exception of overhead primary conductors, deadend shoes and insulators, and PT’s
and CT’s with mounting bracket.


 


This change order is executed the day and year first above written at
Cedar Rapids, Iowa.


 


	
   

  	
  GOLDEN GRAIN ENERGY, LLC

  	
   

  
	
   

  	
  Customer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter Wendland

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
  (Print Name) 
  Walter Wendland

  
	
   

  	
  9-17-03

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INTERSTATE
  POWER AND LIGHT COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Debra Marson

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Key Account Manager

  	
   

  
	
   

  	
   

  
	
   

  	
  (Print Name) 
  Debra Marson

  
	
   

  	
  9-18-03

  
					



 


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