**Exhibit 10.7**

 

**CONTRACT FOR CONSTRUCTION SERVICES**

** **

This Contractfor Construction Services (“Contract”) is entered into between United WisconsinGrain Producers, LLC (“Owner”) and Iverson & Sons, LLC (“Contractor”) forthe materials, labor, and/or services described herein relating to theimprovement of certain property located at Friesland, Wisconsin “Ethanol Plant”(the “Project”).

 

# **TERMS AND CONDITIONS**

 

A.  THE WORK:

 

1.                                       **Scope.** Contractor will perform the following work (hereinafter “Work”) relatingto the Project:

 

ý            Phase 1 Civil and Site Work Grading DetailDesign Package bid set dated 09/02/03;

 

OR

 

o            Thescope of work described on the attached Proposal of the Contractor dated                   ,which is attached as **Exhibit A**and incorporated into the Contract.

 

2.                                       **Standard. **The Contractor shall perform the Work in accordance with establishedstandards recognized in the industry practicing under like circumstances andsimilar location.

 

3.                                       **Permits.**  Unless specifically designated otherwise herein, the Owner shallbe responsible for determining what permits, fees, and licenses are required toperform the Work and obtaining and paying for such required permits, fees, andlicenses.

 

4.                                       **Changes.**  Any changes in the scope of Work or to the Contract Price shallbe in writing and signed by both parties. Contractor, however, shall be entitled to rely on verbal requests byOwner, or an Owner representative, to perform additional work (a “ChangeOrder”).  Any expenses and/or additionalcosts incurred by Contractor resulting from: (a) changes in the scope of Work necessitated by the enactment ofchanges to codes, laws, or regulations subsequent to the execution of thisContract; (b) weather conditions; (c) a suspension of the Work; or (d)abnormal, unusual concealed, unknown, unforeseen, different, or changedconditions at the Project site, will be billed to Owner as a Change Order.

 

B.  CONTRACT PRICE:

 

1.                                       The total sum tobe paid for the Work is:  $570,710.25.

 

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2.                                       The Owner shallpay Contractor a 0% deposit.  Thebalance of the Contract Price shall be paid:

 

o            Upon substantialcompletion of the Work; OR

 

**ý****          **Asconstruction progresses based on monthly applications for payment submitted byContractor to Owner.

 

3.                                       All payments aredue within ten (10) days of Owner’s receipt of Contractor’s invoice.  Any payment not received when due shall bearinterest at the rate of eighteen percent (18%) per year.  If timely payment is not received, thenContractor shall be entitled to, without prejudice to any other remedies it mayhave, stop the work until payment in full is received or terminate thisContract.  Contractor is entitled torecover from Owner all costs and expenses, including, but not limited to,actual attorneys’ fees, Contractor may incur in collecting any amounts dueunder the Contract or enforcing any provision of the Contract.

 

C.  CONTRACT TIME:

 

1.                                       Work willcommence on or about October 16, 2003 and shall be completed on or aboutNovember 26, 2003.

 

2.                                       The timesprescribed in Paragraph C.1 shall be extended if Contractor is delayed in thecommencement or progress of the Work by: Change Orders; an Owner default, including, without limitation to,Owner’s failure to make payments to Contractor when due, or any other act oromission of Owner, Owner’s agent, or Owner’s contractor; a shortage of or delayin delivery of equipment, labor, or materials; site conditions; equipmentbreakdowns; strikes or other labor disputes; governmental restrictions and/orregulations; failure of a subcontractor; acts of God, weather conditions,storms, lightning, hail, flood, or acts of God; riots, civil commotion,vandalism, theft, war, or fire; or any condition or occurrence that is notwithin the reasonable control of the Contractor.  In the event of such a delay, the times to commence and/orcomplete the work shall be extended for a period of time equal to the delay andthe Contract Price shall be equitably adjusted for any increased cost and/ordamages Contractor incurs because of such delay.

 

D.  WARRANTY AND RIGHT TO CURE:

 

 

1.                                       For one yearafter the date of completion and payment of all monies to Contractor under thisContract, the Contractor shall remedy and make good all Work that is not inaccordance with established standards recognized in the industry, provided suchdefect is not due to abuse, misuse, or modification by any person or entityother than Contractor, improper or insufficient maintenance, improperoperation, normal wear and tear, or normal usage.  Contractor’s sole responsibility with respect to a covered defectshall be the repair or replacement, at Contractor’s sole option, of the covereddefective Work.  The Owner shall givenotice of observed defects to the Contractor with reasonable promptness andwithin the one-year warranty period. Except for the warranties expressly

 

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stated herein, all other warranties (express, implied, or oral),including, any implied warranty of merchantability, implied warranty ofworkmanship, and/or implied warranty of fitness for a particular purpose areHEREBY DISCLAIMED AND EXCLUDED. Contractor shall not be responsible for any incidental and/orconsequential damages caused by any defect in the Work or breach of anywarranty.  Owner’s commencement oflitigation or arbitration against Contractor for an alleged defect in the Workbefore giving Contractor a notice of the defect and a reasonable opportunity toinvestigate, test, examine, and cure the defect, shall be deemed a waiver ofany and all claims Owner may have had against Contractor for such defect.

 

E.  DISPUTE RESOLUTION:

 

1.                                       Any disputearising out of or relating to this Contract shall, at Contractor’s sole option,be resolved by arbitration which shall, at Contractor’s sole option, beconducted in accordance with Wisconsin Statutes Chapter 788 or the ConstructionIndustry Arbitration Rules of the American Arbitration Association, thencurrently in effect.  The decision ofthe arbitrator(s) shall be binding, final, and may be enforced in accordancewith the applicable provisions of Chapter 788 of the Wisconsin Statutes.  The filing of a lien claim shall not beconsidered an election by Contractor to waive its rights under thisprovision.  Any arbitration proceedingscommenced pursuant to this section shall be conducted in accordance withthe rules adopted by the arbitrator, applicable arbitration body, if any, andthe applicable provisions of Wisconsin law.

 

F.  MISCELLANEOUS:

 

1.                                       Access toWork.  Owner shall maintain accessfor Contractor at the Project site and obtain the necessary permissions forContractor to gain access through adjacent property, if required.  Owner shall keep the Project site free fromobstructions and any work that conflicts with Contractor’s Work.  Contractor shall be responsible for and havecontrol over the construction means, methods, techniques, sequences, andprocedures and for coordinating all portions of the Work.

 

2.                                       EnvironmentalIssues and Indemnity.  Owner shallbe responsible for the handling, removal, and disposal of any environmentallysensitive materials, toxic or hazardous substances, and/or waste, ifencountered on the Project site. Design/Builder shall have no responsibility for the discovery, presence,handling, removal, or disposal of or exposure of persons to environmentallysensitive materials, toxic or hazardous substances, or waste form at theProject site.  Owner shall foreverrelease and fully discharge and defend, indemnify, and hold Contractor harmlessfrom and against any and all claims, penalties, damages, liabilities, causes ofaction, demands, suits, losses, and expenses, including, but not limited to,attorney’s fee, attributable to any environmental condition, site condition,personal injury, bodily injury, damage to real or personal property, includingloss of use thereof, arising out of or relating to any existing condition atthe Project site, any negligent act or omission of Owner or anyone for whoseacts Owner may be liable, or Owner’s breach of any term or condition of thisContract.

 

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3.                                       Successorsand Assigns, Assignment, and Severability. The Owner and Contractor respectively bind themselves, their partners,successors, assigns, and legal representatives to the other party hereto and topartners, successors, assigns, and legal representatives of such other party inrespect to the agreements and obligations contained in the Contract.  Owner shall have no right to transfer orassign its interests, rights, or obligations in this Contract or any partthereof.  Any purported assignment ofsuch by Owner shall be null and void and of no force and effect.  If any provision of this Contract isinvalidated in whole or in part, then the remainder of this Contract shall notbe affected thereby, but shall remain in effect to the fullest extent permittedby law.

 

4.                                       Lien Notice.  **ASREQUIRED BY THE WISCONSIN CONSTRUCTION LIEN LAW, BUILDER HEREBY NOTIFIES BUYERTHAT PERSONS OR COMPANIES FURNISHING LABOR OR MATERIALS FOR THE CONSTRUCTINN ONBUYER’S LAND MAY HAVE LIEN RIGHTS ON BUYER’S LAND AND BUILDINGS IF NOTPAID.  THOSE ENTITLED TO LIEN RIGTHS, INADDITION TO THE UNDERSIGNED BUILDER, ARE THOSE HOW CONTRACT DIRECTLY WITH THEBUYER OR THOSE WHO GIVE THE BUYER NOTICE WIHTIN SIXTY (60) DAYS AFTER THEYFIRST FURNISH LABOR OR MATERIALS FOR THE CONSTRUCTION.  ACCORDINGLY, BUYER WILL PROBABLY RECEIVENOTICE FROM THOSE WHO FURNISH LABOR OR MATERIALS FOR THE CONSTRUCTION ANDSHOULD GIVE A COPY OF EACH NOTICE RECEIVED TO HIS MORTGAGE LENDER, IF ANY.  BUILDER AGREES TO COOPERATE WITH THE BUYERAND HIS LENDER, IF ANY, TO SEE THAT ALL POTENTIAL LIEN CLAIMANTS ARE DULY PAID.**

 

 
| **CONTRACTOR** |   | **OWNER**           |
|----------------|--------|---------------------|
|           |   |                |   |   |   |   |
| By:            |   | /s/ Richard Iverson |   | By: |   | /s/ Bob Lange |
|           |   |                |   |   |   |   |
| Name:          |   | Richard Iverson     |   | Name: |   | Bob Lange |
| Title:         |   | Owner               |   | Title: |   | Bob Lange |
| Date:          |   | 10-6-03             |   | Date: |   | 10/23/03 |

 

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