**Exhibit10.7**

 
|   | **AVENTINE  RENEWABLE ENERGY — AURORA WEST, LLC**            |                                                                                                                                                                                                                                                                                                |
|--------|-------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 2103  Harvest Drive Avenue; Aurora, NE 68818  (402) 694-3454 | CONTRACT                                                                                                                                                     |
|   | **SHORT  FORM CONTRACT**                                     |                                                                                                                                                                                                                                                                                                |
|   | (AGREEMENT WITH INDEPENDENT  CONTRACTOR)                          |                                   ,                 |

 
| AGREEMENT BETWEEN Fagen, Inc.,  a Minnesota corporation with offices at 501 W. Highway 212, Granite Falls, MN  56241 (hereinafter called “CONTRACTOR”) and AVENTINE RENEWABLE ENERGY —  AURORA WEST, LLC, (hereinafter called “COMPANY”).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **DESCRIPTION OF WORK:   Contractor to provide labor and  construction equipment, construction consumables, and other items as set  forth on Exhibit E, attached hereto and incorporated herein, necessary  to complete ethanol facility in Aurora, Nebraska per Company’s design and  specifications.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **TAX STATEMENT:  Contractor’s FEIN:**41-1604605.   Contractor is a Minnesota subchapter S corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| All work must be performed in  accordance with AVENTINE RENEWABLE ENERGY, INC. GENERAL CONDITIONS B-241  and AVENTINE RENEWABLE ENERGY, INC., OUTSIDE CONTRACTORS SAFETY  REQUIREMENTS SH-100                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Above work shall be performed at the direction of                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **MATERIALS, EQUIPMENT,  FACILITIES, SERVICES, ETC. TO BE FURNISHED BY COMPANY Company shall  provide other equipment, materials, and facilities including those already  present at the jobsite (but specifically excluding those items set forth on Exhibit E),  and such other services and equipment as  the parties may mutually agree.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **TARGET PRICE**   **$*******

TARGET FEE:  $*****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Price not to exceed                                                                                                                                                                           All invoices must itemize labor, materials, transportation and taxes paid on  materials.  Waiver(s) of lien must  be submitted with invoices for materials used and for all subcontracted work. |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Payment Terms:                                                                                                                                                                              |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
| **PERIOD OF PERFORMANCE**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Contractor shall begin work on the                    day of                                          ,                         

and fully complete the same by                          day of                                          ,                         . |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
| **INSURANCE COVERAGE**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Contractor shall comply with  Aventine Renewable Energy, Inc. Insurance Requirements Form    C-2C   

  |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
| **RENDERING OF INVOICES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Render all invoices to:  **AVENTINE RENEWABLE ENERGY, INC.**, P.O. BOX 10,  PEKIN, IL 61555

ATTN:  ACCOUNTS PAYABLE |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
| **OTHER TERMS AND PROVISIONS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | All provisions on the reverse side  hereof and Exhibits A-D attached hereto and included by reference, whether  printed, typewritten and/or written are hereby made part of this  agreement.  In the event of any  conflict between the provisions of this Agreement as set forth on the reverse  side hereof and the provisions of any attachments hereto, the provisions of  this Agreement shall govern. |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
| Executed in the State of  Nebraska on the date first hereinabove written.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |  |

 
|            |   | FOR    | **AVENTINE RENEWABLE ENERGY —  AURORA WEST, LLC** |
|-----------------|--------|--------|--------------------------------------------------------|
|            |   |   | ** **                                             | ** ** |
|            |   | BY     | /s/ Thomas Manuel                                      | CEO |
| WITNESS OR SEAL |   |   | ** **                                             | (TITLE) |
|            |   |   | ** **                                             | ** ** |
|            |   | FOR    | Fagen, Inc.                                            | ** ** |
|            |   |   | (CONTRACTOR)                                           |   |
| WITNESS OR SEAL |   | BY     | /s/  Evan Fagen                                        | EVP |
|            |   |   |                                                   | (TITLE) |

 

AVENTINE G/L Charge Code                                                                                                                   

 

----

 

**Exhibit A**

 

**ADDITIONAL PROVISIONS OFAGREEMENT**

 

1.               Company and Contractor acknowledge and agree that this ShortForm Contract, and all exhibits and appendices hereto, is being enteredinto to accommodate Company’s schedule and that it does not reflect the fulland final agreement of the parties, if any, with respect to the project towhich the work relates. The parties will negotiate in good faith for theexecution of a complete and final construction agreement which will includesuch additional and other terms customary to a project of this type andmagnitude.  In the event Company andContractor are unable to agree upon such additional terms on or before May 10,2010, then Contractor has the right to terminate this agreement, be paid forall costs incurred to date plus a fee in the amount of 15% of all such costs,and the aggregate liability of Contractor, its subcontractors, vendors,suppliers, agents and employees,  toCompany (or any successor thereto or assignee thereof) for any and all claimsand/or liabilities arising out of or relating in any manner to the work or toContractor’s performance or non-performance of its obligations hereunder,whether based in contract, tort (including negligence), strict liability, orotherwise, shall not exceed, in the aggregate, the amount paid toContractor.  In the event a complete andfinal construction agreement is executed and delivered between the parties, allwork performed hereunder and all payments made hereunder with respect to suchwork, or any portion thereof, shall be treated as Work performed and paymentsmade under such final construction agreement. Additionally, the parties acknowledge and agree that all terms andconditions set forth in this agreement applicable to the Work performed or tobe performed under such final construction agreement shall be superseded andreplaced in their entirety by the terms and conditions of such complete andfinal construction agreement, provided that all payments made hereunder arecredited dollar for dollar toward the final price under such final constructionagreement.

 

Subject to the foregoing, Contractorshall, at Contractor’s expense:

 

(a) Except as otherwiseprovided in this agreement, supply and pay for all labor, service, supplies,and all other things to be used, directly or indirectly, in the performance ofor in connection with said work, and hold Company harmless against all claims,liens, and demands in connection therewith and against all consequent cost,expense and damages;

 

(b) Procure all permits andlicenses which may be required in the performance of said work, and pay allexcise, license, occupation and other taxes which may become payable to anyauthority by reason of said work, including all taxes upon the sale, use,storage, consumption and/or fabrication of the materials, supplies, equipmentand other things furnished by Contractor;

 

(c) Accept full and exclusiveresponsibility and liability for payment of federal and state payroll taxes andfor contributions for unemployment insurance, old age pensions, annuities,retirement and other benefits, imposed or assessed under any provision of anylaw, state or federal, and measure by wages, salaries or other remunerationpaid or payable by Contractor to employees of Contractor engaged in said workor in any operation incidental thereto, and agrees that it will cause eachsubcontractor who performs any part of said work to accept the sameresponsibility and liability with respect to employees of such subcontractor;

 

(d) Fully defend, protect,indemnify and hold Company and its affiliates (and their respective officers,directors, employees, and agents) harmless against claimed or actualinfringement or contributory infringement of any patent, or infringement of anycopyright or trademark, or violation of any trade secret arising out of or inconnection with any construction processes employed by Contractor ortechnologies or equipment supplied by Contractor in the performance of saidwork, and shall hold harmless Company and its affiliates (and their respectiveofficers, directors, employees, and agents) against any and all judgments,costs and expenses (including attorney fees) incurred by Company and itsaffiliates (and their respective officers, directors, employees, andagents)  by reason of any such claim orsuit thereof. Contractor specifically represents and warrants in this regardthat its performance of the work herein shall not violate any patent,copyright, trademark, trade secret, or other contractual or legal obligation ithas or may have with respect to ICM technology and that it has entered intoappropriate agreements with, or obtained the necessary consents from, AppliedProcess Technology International in order for Contractor to be deemed anApproved Contractor under APTI’s License with Company and to perform the workwithout violation of any contractual and/or legal obligations it has.  For purposes of clarity, it is understood andagreed to by the parties that Contractor is not supplying any Delta T (n/k/a/APTI) technologies or equipment in completing its work;

 

(e) Perform and complete saidwork in a good and workmanlike manner satisfactorily and acceptable to theCompany, and comply with all federal, state, county and municipal laws, rules,regulations and ordinances applicable to the performance of said work orincident thereto;

 

(f) Upon request of Company,furnish Company with such affidavits, receipts, waivers, releases, statementsand other evidence as Company may require to satisfy itself that all suchclaims, liens, demands, liability, cost, expense, loss and damage have beenpaid and discharges;

 

(g) At all times while onCompany’s premises, observe and be subject to such rules and regulationsas Company from time to time may promulgate for security reasons or forminimizing fire and explosion risks and for the maintenance or restoration ofgood order and compel observance thereof by Contractor’s employees and agentsand others entering upon premises in the performance of or in connection withsaid work; said rules and regulations shall include among others, thosenow in force prohibiting smoking, lighting of matches, intoxication, misconductand the like.  Contractor shall takesteps to assure that his employees or employees of his subcontractors at alltimes observe the reasonable rules and regulations while entering, leavingor on Company’s premises, and shall cause them to be removed from such premisesupon their failure to comply.

 

2.               If any payment provided for hereunder is to be made in thebasis of Contractor’s cost or other flexible billing basis, the Company shallhave the right to audit Contractor’s books, receipts, invoices and recordspertinent to such costs, and Contractor agrees to maintain such documents for aperiod of at least two (2) years from the date such costs were incurredand to make them available to the Company at any reasonable time or timeswithin the two-year period for the Company’s use in making such audits.

 

3.               Contractor acknowledges that prior to the execution of thisagreement, Contractor has made sufficient examination and tests to determinethe difficulties and hazards incident to the doing of said work, whetherarising from the location of said work, conditions of the premises, proximityof said work to adjacent facilities, equipment, tanks, buildings and otherstructures, or otherwise and has determined to Contractor’s satisfaction thenature and extent of all such difficulties and hazards.

 

4.               Contractor shall not assign this agreement or any monies tobecome due hereunder, or subcontract the whole or any part of said work withoutCompany’s proper written consent. Company’s consent to such assignment or subcontract shall not relieveContractor or Contractor’s surety.  Ifthere is a surety, of any liability for the full and faithful performance ofthis contract according to its terms and conditions.

 

5.               Contractor hereby authorizes Company to deduct from anypayable to Contractor (whether or not arising out of this agreement) allamounts which may be payable by Contractor to Company, and also all amounts forwhich Company may become liable to third parties by reason of Contractor’s actsin performing or failing to perform Contractor’s obligations under thisagreement, and in the event that any claim is made by a third party, the amountof validity of which is disputed by Contractor, or any indebtedness shall existwhich shall appear to be the basis for a claim of lien, Company may withholdfrom any payment due, without liability for interest because of such withholding,an amount sufficient to cover such claim. The failure of Company to exercise such right to deduct or withholdshall not, however, affect the obligation of Contractor to protect Company aselsewhere provided herein.

 

6.               Neither party shall be liable in damages or otherwise if, byreason of an act of God or public enemy strike, lockout, boycott, picketing,riot, insurrection, fire or any governmental order, rule or regulation, orany ordinance, such party shall be delayed in, or prevented from, furnishingany materials, equipment, facilities, services, etc., provided to befurnished by it hereunder.

 

7.               In the event Contractor fails to commence said work on theday herein provided, or after such commencement abandons said work or for anyreason suspends or refuses to continue it for a period of five (5) days(unless prevented from commencing or continuing said work by an act of God orpublic enemy, strike, lockout, boycott, picketing, riot, insurrection, or anygovernmental order, rule or regulation or any ordinance, or by any failureor delay on the part of the Company as described in Paragraph 5), Company shallhave the right to take over said work and all materials and supplies furnishedby Contractor.

 

8.               Contractor’s Right to Terminate Contract

 

(a) If work is stopped by anypublic authority for a period of thirty (30) days or more through no fault ofContractor, or if Company fails to pay Contractor any payment within thirty(30) days after it is due, the Contractor, upon seven (7) days’ writtennotice by registered mail to the Company, may stop work or terminate thecontract and recover from Company payment for all work properly executed.

 

(b)  If Company delays orinterrupts Contractor’s work beyond the limits specified in the Specification,Contractor shall be entitled to request reimbursement for the actual additionalcosts incurred thereby.  Such requestshall be supported by detailed evidence of such additional costs.  Should Company wrongfully refuse to acceptsuch costs within seven (7) days of its receipt of Contractor’s requests,then if Company has hereafter received seven (7) days additional writtennotice by registered mail to Company, Contractor may stop work or terminate thecontract and recover from Company, payment for all work properly executed.

 

9.               If any part of said work provided for by this agreement wascommenced by Contractor under oral agreement prior to the execution of thisagreement, this written agreement shall apply thereto in the same manner as ifmade before said work was commenced.

 

10.         No modification of this agreement and no authorization forextras or additions or for eliminations or changes in specifications shall bebinding on Company unless it is in writing and signed by a duly authorizedrepresentative of Company.

 

11.         COMPLIANCE WITH THE LAWS — Contractor expressly representsthat it and the materials, equipment or services covered by this order complywith all applicable federal, state or local governmental statutes, regulations,orders (including clauses in federal Executive Orders incorporated herein tothe extent required by law) and ordinances, including but not limited to thefollowing: the Fair Labor Standards Act of 1938, as amended, and regulationsthereunder; the Federal Food, Drug and Cosmetic Act, as amended, andregulations thereunder; the Federal Hazardous Substances Act, as amended, andregulations thereunder; applicable Environmental laws, regulations andordinances; the Occupational Safety and Health Act, and regulations thereunder;the Federal Insecticide, Fungicide and Rodenticide Act, as amended, andregulations 

 

----

 

thereunder; the Toxic SubstancesControl Act, and regulations thereunder; Executive Order 11246 (relating tonon-segregated facilities and equal employment opportunity) Executive Order 11758(relating to employment of the handicapped); Executive order 11701 (relating tojob listing of veterans), and Executive Order 11598 (relating to employment ofqualified disabled veterans and veterans of the Vietnam era), Executive Order11625 (relating to utilization of minority business enterprises) andregulations promulgated pursuant to the foregoing Orders.  In the event that any law referred to hereinis changed or amended, such changes or amendments are incorporated by referenceherein to the extent applicable, and Contractor agrees to comply with therequirements of such changes or amendments. Contractor expressly agrees, as part of its performance under this orderto sign and promptly return to Company such separate guarantees andcertificates (affirming that it and any materials, equipment or servicescovered by this order comply with applicable governmental statutes,regulations, orders and ordinances) as Company may from time to time requestfrom Contractor.  Any such guarantees andcertificates are reasserted and incorporated by reference herein.

 

12.         Contractor shall maintain, at his sole cost and will requireany subcontractors he may engage to maintain, at all times while performingwork hereunder, the insurance coverage set forth in Company’s insurancerequirements as indicated on the reverse side of this form which is appended toand forms a permanent part of this contract. ANY exception to these insurance requirements must be confirmed bywritten agreement which must be appended to and form a permanent part of thiscontract.

 

13.         Contractor covenants and agrees to fully defend, protect,indemnify, hold harmless and render whole the Company, Partners, officers,directors, employees and agents, from and against each and every claim, demandor cause of action and any liability, cost and/or expense (including but notlimited to reasonable attorneys’ fees and expenses incurred in defense of theCompany, Partners, its officers, directors, employees and/or agents), fordamage or loss in connection therewith, which may be made or asserted byContractor, Contractor’s officers, directors, employees and/or agents, or whichmay be made or asserted by any subcontractor, subcontractor’s officers,directors, employees and/or agents, or which may be made or asserted by anythird party (including but not limited to personal injury or death or propertydamage caused by, arising out of, or in any way incidental to, or in connectionwith the performance of the work hereunder, including but not limited to thosesituations where personal injury or death or property damage (or liabilitytherefore) was caused by the sole negligence of the Contractor, or any of its subcontractors(and/or any of their respective employees and agents), by the negligence of anycombination of the Contractor or any of its subcontractors (and any of theirrespective officers, directors, employees and/or agents), or where liabilityfor such personal injury or death or property damage with or without fault isimposed on any theory of strict liability by operation of law, providedhowever, that in no event shall Contractor be liable for any amount in any wayassociated with injury, death, or property damage to the extent caused byCompany, or any party under its direction or control.

 

14.         If Contractor’s employees, subcontractors of others underContractor’s control perform services at Company’s premises or at Company’sdirection at premises of others, (1) such persons shall comply with all rules andregulations of such premises and (2) Contractor shall keep materials andthe premises on which the work is to be done free and clear of all liens formaterials and labor incident to the performance of Contractor’s services,hereunder.

 

15.         The drawings or other documents processed in relation tothis agreement, and the information therein contained are the property ofAVENTINE RENEWABLE ENERGY — AURORA WEST, LLC. which has furnished them inconfidence upon the understanding and condition that all persons, firms orcorporations receiving such drawings and information shall by the act ofreceiving them be deemed to have agreed: To make no copy, duplication,disclosure or use whatsoever of all or any part thereof except as expresslyauthorized in writing by AVENTINE RENEWABLE ENERGY — AURORA WEST, LLC, not togive, lend or otherwise dispose of such drawings or documents and to returnsame promptly upon request.

 

16.         A waiver on the part of the Company of Contractor of thebreach of any term, provision, or condition of this contract shall notconstitute a precedent, nor bind either party hereto to a waiver of anysucceeding breach of the same or any other term, provision or condition of thisagreement.

 

17.         This contract shall be governed in all respects by the lawsof the State of Nebraska.

 

18.         Notwithstanding anything herein to the contrary, neitherContractor nor Company shall be liable to the other for any consequentiallosses or damages, whether arising in contract, warranty, tort (includingnegligence), strict liability or otherwise, including but not limited to,losses of use, profits, business, reputation or financing.

 

19.         If any of the work requires the purchase of equipment ormaterials or the procurement of services, Contractor shall, for the protectionof the Company, demand from all vendors and subcontractors guarantees,warranties, indemnities and/or insurance coverage (collectively “guarantees”)with respect to such equipment, materials and services, which shall be madeavailable to the Company to the full extent thereof.  Contractor’s liability with respect to suchequipment and materials obtained from vendors shall, except for Contractor’sobligations to pay such vendors, be limited to procuring such guarantees fromsuch vendors and rendering all reasonable assistance to the Company for purposesof enforcing same.

 

20.         Company shall fully defend, protect, indemnify and holdContractor and its affiliates(and their officers, directors, employees, andagents) harmless against claimed or actual infringement or contributoryinfringement of any patent, or infringement of any copyright or trademark, orviolation of any trade secret, arising out of or in connection with the Delta T(n/k/a APTI) technology and equipment incorporated into said work, and shallhold harmless Contractor and its affiliates (and their officers, directors,employees, and agents) against any and all judgments, costs and expenses(including attorney fees) incurred by Contractor (and their officers,directors, employees, and agents)  byreason of any such claim or suit thereof.

 

----

 

**Exhibit B**

**AVENTINE RENEWABLE ENERGY —Aurora West, LLC**

 

To:

 

Subject:  Insurance Requirements C-2C

 

Gentlemen:

 

Any Contractor who is presentlyworking for, or who will be working for AVENTINE RENEWABLE ENERGY — AURORAWEST, LLC (Company), that Contractor covenants and agrees to fully defend,protect, indemnify, hold harmless and render whole the Company, its officers,directors, employees and agents from and against each and every claim, demandor cause of action and any liability, cost and/or expense (including but notlimited to reasonable attorneys’ fees and expenses incurred in the defense ofthe Company, its officers, directors, employees and/or agents), for damage orloss in connection therewith, which may be made or asserted by Contractor,Contractor’s officers, directors, employees and/or agents, or which may be madeor asserted by any subcontractor, subcontractor’s officers, directors,employees and/or agents, or which may be made or asserted by any third party(including but not limited to Company’s officers, directors, employees and/oragents), on account of personal injury or death or property damage caused by,arising out of, or in any way incidental to, or in connection with theperformance of the work hereunder, including but not limited to, thosesituations where personal injury or death or property damage (or liabilitytherefor) was caused by the negligence of, the Contractor, any subcontractor(and/or any of their respective employees and agents), by the concurrentnegligence of any combination of the Contractor or any subcontractor (and anyof their respective officers, directors, employees and/or agents), providedhowever, that in no event shall Contractor be liable for any amount in any wayassociated with injury, death, or property damage to the extent caused byCompany, or any party under its direction or control..

 

Contractor shall maintain at itssole cost, and shall require any subcontractors it may engage to maintain, atall times while performing work hereunder, the insurance coverage set forthbelow with companies satisfactory to Company with full policy limits applying,but not less than as stated.  Acertificate naming the Company as an additional insured and evidencing theComprehensive General Liability and Excess Liability coverages specificallyquoting the indemnification provision set forth in this Agreement, shall bedelivered to the Company prior to commencement of the work.  Such certificate shall provide that anychange restricting or reducing coverage or the cancellation of any policiesunder which certificates are issued shall not be valid as respects the Company’sinterest therein until the Company has received 30-days notice in writing ofsuch change or cancellation.  Further, itshall state that it is primary coverage and not concurrent or excess over othervalid insurance which may be available to AVENTINE RENEWABLE ENERGY — AURORAWEST, LLC.

 

Worker’s Compensation Insurance asrequired by laws and regulations applicable to and covering employees ofContractor engaged in the performance of the work under this Agreement.

 

Employer’s Liability Insuranceprotecting Contractor against common law liability, in the absence of statutoryliability, for employee bodily injury arising out of the master-servantrelationship with a limit of not less than $1,000,000.00*.

 

Comprehensive General LiabilityInsurance including products/completed operations with limits of liability ofnot less than:  Bodily Injury$2,000,000.00/$2,000,000.00 each occurrence/aggregate; Property Damage $1,000,000.00*each occurrence/aggregate.  This policyshall cover, among other risks, the contractual liability assumed under theindemnification provision set forth in this Agreement.

 

----

 

Longshoresmen’s and Harborworkers’Compensation Act Insurance to the extent required under such Act with regard tothe work performed hereunder.

 

Automobile Liability Insuranceincluding non-owned and hired vehicle coverage with limits of liability of notless than:  Bodily Injury$1,000,000.00/$1,000,000.00 per occurrence/aggregate; Property Damage$1,000,000.00 each occurrence.

 

Excess Liability Insurance overComprehensive General Liability and Comprehensive Automobile Liabilitycoverages afforded by the primary policies described above, with minimum limitsof $20,000,000.00 excess of the specified limits.

 

Each policy shall be endorsed toprovide waiver of subrogation rights in favor of the Company, its subsidiariesand affiliates and all other parties owning an interest in the property onwhich work covered by this Agreement is to be performed.

 

Failure of the Contractor to keepthe required insurance policies in full force and effect during the workcovered by this Agreement and during any extensions, extra or additional workagreed to by the Contractor hereunder shall constitute a breach of thisAgreement and Company shall have the right, in addition to any other rights, toimmediately cancel and terminate this Agreement without further cost to theCompany.

 

Nothing contained in theseprovisions relating to coverage and amounts set out herein shall operate as alimitation of Contractor’s liability in tort or contracted for under the termsof this Agreement.

 

----

 

**Exhibit C**

**AVENTINE RENEWABLE ENERGY —AURORA WEST, LLC**

 

**OUTSIDE CONTRACTORS’ SAFETYREQUIREMENTS   SH-100**

 

I.  Safety

 

(A)      General Requirements

 

The Contractor and any personnelunder his jurisdiction shall continuously observe and enforce all applicablegovernmental safety regulations and all safety rules and signs that havebeen or may be established by Aventine Renewable Energy — Aurora West, LLC(hereafter called “Company”) during the performance of this agreement.  Good housekeeping shall be maintained at alltimes and proper safety procedures and equipment must be utilized forprotection of all personnel and facilities. These instructions are minimum requirements to be met by the Contractorand are not all inclusive.

 

(B)        Before beginning work, the Contractor or his qualifiedsupervisor shall inspect premises, location of work and proximity to adjacentfacilities and examine all applicable Company safety rules andinstructions to determine to his satisfaction, the nature and extent ofdifficulties and hazards.

 

(C)        Contractor shall promptly report in writing to Owner, allaccidents in connection with the work. Full details and statements of witnesses shall be included in reports onaccidents which result in injury, death or property damage.

 

(D)       All lost time injuries occurring and recorded by theContractor during the performance of the contract, shall be reported to theCompany in writing.  A meeting will beheld monthly between the Contractor and the Company to discuss lost timeinjuries or illnesses incurred by the Contractor during the performance of thisagreement.  At the Company’s discretion,no monthly meeting will be called if the Contractor has incurred no lost timeinjuries in the most recent month.

 

(E)         The Company reserves the right to suspend Contractor’soperations where, in its opinion, life or Company property is imperiled.  Contractor shall suspend work when notifiedby the Company Representative, or when any personnel or equipment are exposedto unreasonable hazards.  In the event ofany emergency, Contractor’s personnel shall assemble at a location remote fromthe scene and await further instructions.

 

(F)         The Company reserves the right to regulate all ignitionsources by permits when and where deemed necessary in the interest of safety.

 

1.               CUTTING AND WELDING PERMITS — Before any cutting or weldingis performed in the Plant, the following rules shall be observed:

 

a)              Outside contractors shall contact the Plant person in chargeof the job who shall determine if cutting & welding permits arerequired for the specific job and will make the necessary arrangements toobtain cutting or welding permits if needed.

b)             Cutting or welding permits shall be renewed each day.

c)              Outside contractors shall provide adequate fire protectionequipment at the job site.

d)             Good housekeeping standards shall be maintained in cuttingand welding areas.

e)              Cutting and welding equipment shall be maintained and usedas per OSHA standards.

 

2.               “Alcohol Area Hot Work Permit” must be obtained for any workin the alcohol production storage or loading areas, or any other areas definedby the Plant contact.  Such permits mustbe obtained from the production department.

 

(G)        Contractor shall obtain approval from the Plant contactprior to moving a large crane or other heavy construction equipment from onePlant area to another.  Caution is to beexercised in the movement of heavy equipment on the Company’s roadways.  Flagmen or groundmen will be provided byContractor, as needed ahead of and behind heavy moving loads to ensure safemovement of this equipment, the safety of other traffic, protection of plantpower lines, pipelines, supports and other operating lines, supports and otheroperating equipment along the roadways. Contractor will be responsible for all damage to road surfaces andadjacent structures as a result of its operations, normal wear and tearexcepted.

 

(H)       General.

 

1.               Contractor shall take all measures necessary to preventcontamination of Owner’s products, whether finished or in process, during thecourse of all construction or installation work performed by Contractor.

2.               No toxic materials shall be brought into the facilitywithout written permission of Owner, and then only subject to all requirementsof applicable law and such additional conditions of control, storage andadvance use as Owner may prescribe.

3.               Compressed gas and oxygen cylinders must be handled withcare and must be stored in an upright position held by straps or chains toprevent their falling over.  Cylindersshall never be allowed to fall or otherwise receive shock.

4.               Contractor’s equipment, supplies and building materialsshall be kept in order at all times to eliminate accident hazard and possibleinjury to Owner’s employees and the security is the responsibility of theCompany.  Company shall consult withContractor and hire a security firm familiar with union picketing and relatedinterferences so as to minimize disruption to the Work.

5.               At the end of the work day, work areas shall be fenced,boarded or secured as necessary.  All ofthe Contractor’s equipment shall be shut off and all obstacles removed from allwalking areas.

 

(I)            All drivers of Contractor’s vehicles are required to observespeed limits (15 mph) and posted instructions on Company roads.  Reckless driving or non-observance ofthese instructions will be cause for withdrawal of driving privileges.

 

(J)           Movement of Contractor’s personnel on Company property MUSTbe confined to the location of the work to which they are assigned.  In going to and from designated workassignments, or to lunchrooms or restrooms (if agreed upon), Contractor’spersonnel must stay on established roads and walks.  They must not walk through buildings orshops.

 

1.               All contractor supervisors will sign in and out on a dailybasis at the Security Office.

2.               All contractor employees and equipment will enter and leavethe Plant via the Main Gate or Contractor’s gate as directed by Security.

3.               All contractor employees are to park their personal vehiclesin the CONTRACTOR’S PARKING LOT, which is located south of the Main Gate, or asdirected by Security.

4.               Contractor trucks are NOT TO BE USED TO CARRY EMPLOYEES TOAND FROM THE WORK AREA.

 

(K)       Contractor must provide first aid facilities as may beneeded for his employees.  Except in thecase of serious accidents where the employee’s life or health may be seriouslyendangered due to lack of prompt attention, Contractor’s personnel are not touse the Company’s first aid facilities.

 

----

 

(L)         The Contractor is responsible for and will provide allnecessary training of Contractor’s personnel so that they will be familiar withthe pertinent Company rules and regulations, and can safely perform thejob.  All Company rules andregulations are minimum requirements to be met by the Contractor and are notall inclusive.

 

(M)    The Contractor is to provide all necessary safety equipment.

 

(N)       Contractor shall rope off or barricade all work areas as aprotective measure to prevent injury to Owner’s employees, including work areasaround and under overhead scaffolds and staging, floor openings, open shafts,overhead work (i.e., cutting through floors, tower constructions, excavations, etc.).  Contractor shall provided and maintainsuitable coverings or barricades on floor openings.  Planks used on overhead beams or scaffoldsshall be tied down for added safety and removed when work is finished.  The Company will assume no responsibilitywhatsoever for possible damage to Contractor’s employees’ vehicles or otherpersonal property while within the confines of the Company.

 

(O)       Manlifts.  Allemployees of outside contractors are FORBIDDEN to ride Plant manlifts.

 

(P)         For their own protection, all Contractor’s employees mustabide by the following safety dress rules:

 

1.               Be fully clothed — shirts with sleeves and trousers (noshorts).

2.               Hard hats are mandatory in all areas of the Plant, except inthe offices, lunchrooms, restrooms and parking lot (outside Plant).

3.               Safety Glasses are mandatory in all areas of the Plant,except in offices, lunchrooms, restrooms and parking lot (outside Plant).

4.               Footwear — shoes of durable work type must be worn.  Tennis or canvas shoes are not allowed in thePlant.  Company encourages the use ofsteel toed safety shoes.

5.               Hearing Protection is mandatory in those areas of the Plantdesignated “Hearing Protection Required”, OSHA 1910.95.

 

(Q)       Contact lenses should not be worn in areas where there is apotential exposure to corrosive, irritating or toxic chemical vapors, mists,fumes or dusty environment.  Acontaminant may permeate the lens and be held in contact with the eye, therebyproducing eye damage.  Wearing contactlenses in contaminated atmospheres with a full-face respirator is prohibited byFederal regulation: OSHA 29 CFR 1910.134(e).

 

(R)        Gambling, drunkenness, fighting, firearms, habit-formingdrugs, intoxicating liquor and “Practical Joking” or “Horseplay” are notpermitted on Company property.

 

(S)         Radios capable of receiving commercial broadcast are notpermitted in the Plant.

 

(T)        Cameras are not allowed in the Plant.

 

(U)       Running is prohibited in the Plant.

 

(V)        Crossing standing railcars by climbing though cars orclimbing over the car couplers is strictly forbidden.  Care must be taken that no railcar switchingor pulling is being done before crossing the tracks at the end of the cars.

 

II. Fire Regulations

 

(A)      No smoking shall be permitted anywhere on Owner’s premisesexcept in areas clearly designated for that purpose.

(B)        Storage or use of combustible or otherwise hazardousmaterials is prohibited except in amounts allowed by Owner’s fire insuranceunderwriters.  Flammable liquids, such asgasoline, kerosene, alcohol, diesel oil, etc. must be kept under lock andkey in locations designated by the Owner.

(C)        At the end of each day, Contractor shall dispose of anycombustible or otherwise hazardous debris and remove all empty gas and oxygencylinders.

(D)       No gasoline, fuel oil, alcohol or other flammables areallowed on the premises without the permission of the Owner.

(E)         No tar pots or similar equipment are allowed on any roof.

(F)         All welding will be performed by properly grounding directlyto piece being welded and requires Plant permits.

(G)        All tarpaulins must be fire retardant.

(H)       All fires and accidents must be reported to Owner’s ProjectEngineer.

(I)            Contractor is prohibited from using any stud riveterdepending on any explosive cartridge as a means of operations.

 

I have read, understand and havereceived a copy of the above requirements regarding:

 

I.      Safety

II.    Fire Regulations

 

and understand my responsibility asa representative of my employer.

 

 
| CONTRACTOR EMPLOYEE |      |
|---------------------|-----------|
|                |      |
| COMPANY EMPLOYEE    |      |
|                | (WITNESS) |

 

----

 

**Exhibit D**

**AVENTINE RENEWABLE ENERGY —AURORA WEST, LLC**

**“Owner”**

 

**GENERAL CONDITIONS FORCONSTRUCTION WORK   B-241**

 

I.  General

 

(A)      The intent of these General Conditions and such Drawings andSpecifications as may be specifically referred to, unless otherwise specified,is to provide for all labor, materials, tools, appliances, equipment andservices of every kind necessary for the proper execution of the work, and theterms and conditions of payment therefor. No oral modification of these conditions, Drawings and Specifications,or any of the documents comprising the contract is permissible.

 

(B)        The contract documents are to be considered as one, andwhatever is called for by any one of the documents shall be binding as ifcalled for by all.  Your company, the “Contractor”,shall be responsible for bringing any contradictions to the attention of theOwner.

 

(C)        Three (3) sets of contract Drawings and Specificationswill be furnished to Contractor without charge (for bidding purposes, one (1) setonly).  Additional sets will be furnishedon request at the cost of the reproduction as established by Owner.  All Drawings and Specifications shall remainthe property of Owner and shall be returned upon request.  The Drawings, in general, are prepared inscale.  Dimensions used shall not bethose obtained, but shall be those read directly or computed.  Where dimensions are not given on theDrawing, Contractor shall be responsible for the routing or location in themost practical manner consistent with the operation intended, free frominterferences and from an unsightly appearance. In general, Contractor is expected to make minor modifications orchanges in dimension in order to adapt his work to existing conditions andavoid obstructions or hindrances. CONTRACTOR SHALL INFORM OWNER’S CONSTRUCTION SUPERINTENDENT ORREPRESENTATIVE, PRIOR TO CONSTRUCTION, OF ANY CONFLICTS BETWEEN THE CONTRACTDOCUMENTS, OR ANY OBSTRUCTIONS OR HINDRANCES THAT MIGHT INTERFERE WITH ORNECESSITATE CHANGES TO THE WORK.  Thereshall be no variation from Owner’s Drawing and Specifications without expressprior written approval of Owner.  Shouldextra costs be involved, me procedures provided in Section IV hereof shallbe followed.  Contractor shall keep anaccurate record during construction of all variations between the work, asshown in the Drawings, and the actual installation.  Contractor shall inform Owner of thesevariations, in wiring, and by marked-up drawing, completely dimensioned.

 

(D)       At or prior to completion of the work, Contractor shallfurnish to Owner as-built tracings or other reproducible copies of allContractor’s shop drawings.  Finalpayment hereunder may be withheld by Owner until such as-built tracings havebeen furnished.

 

(E)         Owner’s review and written approval of Contractor’s shopdrawings shall not relieve Contractor from final responsibility for variationsfrom Drawings and Specifications furnished therewith or from responsibility forerrors made by Contractor in such shop drawings.

 

(F)         Contractor shall not copy, duplicate or use whatsoever orany part of me drawings or documents provided by the Owner, except as expresslyauthorized in writing by the Owner, and shall not give, lend or otherwisedispose of such drawings or documents and shall return same promptly uponrequest.

 

II. Employee and Sub- Contractors

 

(A)      Except as otherwise noted, Contractor shall provide and payfor all materials, labor, tools, water, power and other items necessary tocomplete the work.

 

(B)        Before commencing work on this contract, Contractor shallsubmit to Owner a list of all his representatives, employees and associates whowill be connected with the work hereunder. Contractor shall secure Owner’s approval of this list before any personthereon seeks entry to Owner’s property. Such person shall comply with Owner’s regulations concerning entry tothe property.

 

(C)        No work may be sub-contracted without Owner’s writtenapproval.  If such approval is granted byOwner, before commencing work, Contractor shall submit to Owner a list of allsubcontractors to be used and Contractor shall secure Owner’s approval of thislist.  Whether or not expressly so statedit is understood that Contractor assumes the responsibility for any and allacts and performance on the part of his sub-contractors.  The term “Sub-contractor(s)” throughoutincludes all tiers of sub-contractors (e.q., sub-sub-contractor(s), etc.).

 

(D)       Contractor shall not begin work hereunder, nor leave thecompleted job without first notifying Owner’s representative.

 

(E)         Contractor shall inform Owner before shipping any materialor equipment to be delivered to the jobsite.

 

(F)         Contractor shall have on the jobsite, at all times whilework is being done, a competent superintendent satisfactory to Owner.

 

(G)        This contract is personal in nature and no rights may beassigned without Owner’s written approval.

 

III. Overtime Work

 

Contractor shall work overtime, ifso directed by Owner in writing.  In thatevent, Owner shall be required to reimburse Contractor only for the actualovertime premium portion of its payroll costs and the applicable insurancepremiums and payroll taxes thereon. Contractor shall make no charge for rental equipment, use of tools,overhead expense, profit or on any other account.

 

IV. Surveys and Permits

 

(A)      Owner shall furnish all surveys unless otherwisespecified.  All permits and licensesnecessary for the prosecution of the work, whether of a temporary nature or forpermanent structures or permanent changes in existing facilities shall besecured and paid for by Contractor, unless otherwise specified.  Contractor shall comply with all laws andregulations bearing on the conduct of the work and shall notify Owner if theDrawings and Specifications are at variance therewith.

 

(B)        Owner shall establish the base line and reference elevationfor the commencement of the work. Contractor shall furnish and place all additional stakes, templates andbenchmarks necessary for marking and maintaining points, lines and elevationsand preserve same, as required. Contractor shall be responsible to see that the finished work complieswith the contract drawings and lines and grades established.  Contractor shall preserve drawings andprotect all survey points, including benchmarks and monuments which have beenestablished prior to or during the course of the work.

 

V. Protection of Work, Property andPerson

 

(A)      Contractor shall adequately protect the work, adjacentproperty and the public, in connection with the work and shall be responsiblefor any damage or injury due to his act or negligence.

 

(B)        Before any work begins, general working conditions shall beapproved by Owner.

 

(C)        All exposed operating equipment which is susceptible todamage shall be protected at all times by Contractor.

 

VI. Inspection of Work

 

Contractor shall permit and facilitateinspection of the work by Owner and its agents and public authorities at allreasonable times.

 

----

 

VII. Changes in Scope of Work

 

Owner may order changes in the work,the contract sum being adjusted accordingly. All such orders and adjustments shall be in writing. Claims byContractor for extra cost must be made in writing and approved by Owner’sPurchasing Department, in writing before Contractor executes the work involved.

 

VIII. Correction of Work andWarranties

 

Contractor warrants the workmanshipfurnished hereunder to be free from defects and to be of the kind and qualitydescribed.  Contractor shall re-executeany work that fails to conform to the requirements of the contract whenevernon-conformity appears during the progress of the work, and shall remedy anynon-conformity and any defects due to faulty materials procured by Contractoror Contractor’s workmanship.    If withinone year from the date of Owner’s acceptance the workmanship fails in anyrespect to meet the warranties specified, Owner may require Contractor, at itsown expense, to take such measure as may be necessary to meet said warranties.**EXCEPT FOR CONTRACTOR’S WARRANTIES EXPRESSLY PROVIDED HEREIN,CONTRACTOR MAKES NO REPRESENTATIONS, GUARANTEES, WARRANTIES, OR CLAIMS WITHRESPECT TO, AND ASSUMES NO RESPONSIBILITY FOR, THE PERFORMANCE OR USE OF THECOMPLETED WORK AND SHALL HAVE NO RESPONSIBILITY FOR TESTING OR OPERATION OF THEWORK.  CONTRACTOR EXPRESSLY DISCLAIMS ALLIMPLIED WARRANTIES AND GUARANTEES OF ANY KIND OR NATURE, INCLUDING ANYIMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE,AND OPERABILITY.**

 

IX. Owner’s Right to Terminate Contract

 

If Contractor, at any time, defaultsin the performance of the work or violates any provisions of the contract,Owner, after seven (7) days’ written notice by registered mail toContractor, without prejudice to any other remedy it may have, may make goodthe deficiencies and deduct the cost of doing so from any monies then orthereafter due Contractor or, at Owner’s option, may terminate the contract,take possession of all materials, tools and appliances paid for by Owner andfinish the work by such means as it sees fit. If the unpaid balance of the contract price exceeds the cost offinishing the work, such excess shall be paid to Contractor, but if such costexceeds such unpaid balance, Contractor shall pay the difference to Owner.

 

X. Payments

 

Payments shall be made as providedin the Contract.  Acceptance of the finalpayment by Contractor shall not constitute a waiver of any and all claims byOwner.  Final payment does not relieveContractor from any and all obligations stipulated under this Contract.

 

XI. Liens

 

At Owner’s option, Contractor shallprovide a performance bond at the beginning of the work, lien waivers for everypayment in the event progress payments are required and/or a final lien waiverat the completion of the work.  Ifrequired, final payment shall not be due until Contractor has delivered toOwner a complete conditional release of all liens arising out of this contractand receipts in full covering all labor and materials for which a lien could befiled or in lieu of such receipts a bond satisfactory to Owner indemnifying itagainst any lien.

 

XII. Separate Contracts

 

Owner has the right to let separatecontracts in connection with the work subject to the conditions of paragraph II(C) andContractor shall properly cooperate with any other contractors.

 

XIII.  Clean-up

 

Contractor shall keep the premisesfree from accumulation of waste material and rubbish and at the completion ofthe work it shall leave the premises broom-clean.  Any materials used by Contractor which adhereto floors, walls, posts, beams, ceilings, equipment, etc., and any stainsresulting therefrom must be removed by Contractor at the completion of thework.

 

XIV. Protection of Product

 

(A)      Glass, china and like materials not required byspecifications shall not be brought onto Owner’s processing areas.  The most likely means of entry of suchmaterials in the form of food containers carried by Contractor’s employees,such as glass jars, china cups, drink bottles, etc.  Owner’s Construction Superintendent, orrepresentative, shall define the specific areas where these materials areprohibited.

 

(B)        When work is scheduled in or near a product processing area,such work shall not be started without the sanction of Owner.

 

(C)        Demolition work, including cutting of concrete and wood,shall not be started in or near a product processing area until the area iseither walled off or protected by means of suitable-hung tarpaulins orprotected in some other manner approved by Owner.

 

XV. Sanitation Regulations

 

(A)      It shall be the responsibility of Contractor to removelitter, debris, trash, etc. from the job site on a daily basis and tomaintain the work site in as neat a manner as practicable.

 

(B)        Spitting is prohibited in all buildings.

 

XVI. Acceptance, Procedure, Conflict

 

Acceptance by Contractor of order orcontract to do work indicated will be considered by Owner as evidence thatSpecifications and Drawings are understood and can be executed in accordancethereto.  Any ambiguity or conflict mustbe corrected before acceptance of order by Contractor.  “THE GENERAL CONDITIONS OF THE CONTRACT FORTHE CONSTRUCTION OF BUILDINGS” being the standard form of the AmericanInstitute of Architects, Form A201, latest issue, shall serve to answerall questions or conditions that may arise between Owner and Contractor, onpoints not covered by the contact and these General Conditions and any otheradditional specification that may be written to govern a particular project ofwork, in conjunction with the drawings that may be prepared for such project.

 

XVII. Performance Bond

 

If so required by Owner, Contractorshall furnish at Owner’s expense a surety company material and performancebond, which is to be satisfied to the Owner in every respect.

 

XVIII. Independent Contractor Status

 

It is understood and agreed thatyour Contractor’s status under the Contract, is that of an independentcontractor rather than that of an agent or employee of Owner.  Contractor shall have the sole responsibilityfor the satisfaction of any and all claims made by third parties on account ofits conduct or that of its employees or agents under the performance of this PurchaseOrder.

 

----

 

**Exhibit E**

**AVENTINE RENEWABLE ENERGY —AURORA WEST, LLC**

 

Contractor’s Scope of Work

 

See attached consisting of threepages.

 

----