exv10w16



 






EXHIBIT
10.16




SERVICES CONTRACT



THE
SERVICES CONTRACT (hereinafter the
Agreement”), is made this 17th
day of October, 2005, by and between Moore Engineering, Inc., a North Dakota corporation,
(hereinafter
“Engineer”), and Gold Energy, LLC, a Minnesota limited liability company,
(hereinafter
“Owner”).




WITNESSETH:



WHEREAS Owner intends to develop, finance and construct an ethanol plant (hereinafter the
“Project”); and



WHEREAS Owner wishes to engage Engineer to provide certain engineering and surveying services
related to the Project and Engineer desires to accept such engagement upon the terms and conditions
set out in this Agreement.



NOW THEREFORE Engineer and Owner for the considerations hereinafter named agree as follows:



ARTICLE 1. TERM-



Engineer shall provide engineering and surveying services for the work as described in Article 2
and shall do everything required by this Agreement. Engineer’s engagement by Owner shall commence
as of the date of this Agreement and shall continue until the Work is satisfactorily completed
unless this Agreement is properly terminated as provided herein. Owner may terminate this Agreement
at any time, with or without cause, upon delivery of oral or written notice to Engineer indicating
an intention to terminate the Agreement. In the event, Owner exercises the right to terminate this
Agreement, Engineer shall be entitled to payment for Work actually rendered and completed prior to
such notice to terminate upon submission of reasonable documentation to Owner.



ARTICLE 2. SCOPE OF THE WORK-



The scope of the work (hereinafter the “Work”) shall include:





	1.	 	Assist Owner with survey information on each prospective site requested by owner. Each site
surveyed to include 160 +/- Acre boundary and topographical surveys with:






	 	•	 	Existing or proposed property boundaries
	 
	 	•	 	1 foot contours/5 foot index contours
	 
	 	•	 	Existing roads-centerline and edge, ditch flow line, etc.
	 
	 	•	 	Existing railroad-centerline and top of rail (100 foot maximum spacing)
	 
	 	•	 	Existing right of ways and easements






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	 	•	 	Existing utilities-route and size (gas, water, electrical)
	 
	 	•	 	Existing buildings, trees, water surface/edge of water
	 
	 	•	 	Existing culverts (flow line elevation, size of culvert, type of material)
	 
	 	•	 	Existing field drain tile (size, inlets, flow elevations and flow directions)
	 
	 	•	 	Roads and streams identified (i.e. US 12, Col00)
	 
	 	•	 	Flood information if readily available (100 and 500 yr flood elevations)
	 
	 	•	 	All property corners to be placed with iron pins with steel fence posts guards
	 
	 	•	 	All necessary survey monument records to be recorded at the county recorders
office as required by law
	 
	 	•	 	All vertical data to be the same as any applicable flood plain maps
	 
	 	•	 	Legal Description of site
	 
	 	•	 	Address of Site (if available)




Items listed above to be placed in ACAD format DWG file.




ARTICLE 3. TIME OF COMPLETION-



The Work including, but not limited to, the engineering and surveying required under this Agreement
shall be commenced and completed within thirty days from Owner’s Notice to Proceed to complete each
of the proposed sites.



Owner shall give Engineer a written one (1) week notice, minimum, of any required deadlines.
Engineer will be responsible to expedite the work for each deadline within the timeline given by
owner with no undue delays on Engineer’s behalf.



ARTICLE 4. THE CONTRACT SUM & CONSIDERATION-



The above-described Work will be delivered by Engineer for a time and material price of
+/-$5,500.00, with a not-to-exceed price of $7,000.00 for each of the requested 160 +/-Acre
boundary and topographic surveys.

Moore Engineering, Inc.’s labor rates are as follows:




	 	 	 	 	 
	Labor Code	 	Description	 	Billing Rate Per Hour
	501	 	Principal Engineer
	 	$120.00
	502	 	Project Manager
	 	$110.00
	503	 	Professional Engineer
	 	$  95.00
	504	 	Senior Engineer
	 	$  85.00
	505	 	Design Engineer
	 	$  80.00
	506	 	Construction Engineer
	 	$  80.00
	508	 	Graduate Engineer
	 	$  75.00






	 	 	 	 	 
	Labor Code	 	Description	 	Billing Rate Per Hour
	509	 	Registered Land Surveyor
	 	$  90.00
	510	 	Expert Witness
	 	$150.00
	512	 	Building Inspector
	 	$  70.00






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	Labor Code	 	Description	 	Billing Rate Per Hour
	514	 	Engineering Tech III
	 	$  60.00
	515	 	Engineering Tech II
	 	$  55.00
	516	 	Engineering Tech I
	 	$  45.00
	517	 	CADD Manager
	 	$  80.00
	518	 	CADD Operator III
	 	$  70.00
	519	 	CADD Operator II
	 	$  60.00
	520	 	CADD Operator I
	 	$  55.00
	521	 	Survey Manager
	 	$  70.00
	522	 	2-Man Survey Crew
	 	$  90.00
	523	 	3-Man Survey Crew
	 	$115.00
	524	 	4-Man Survey Crew
	 	$140.00
	526	 	Clerical
	 	$  40.00
	527	 	Bookkeeper
	 	$  50.00
	529	 	Human Resource Assistant
	 	$  45.00
	535	 	Survey Tech I
	 	$  35.00






REIMBURSABLE EXPSENSES




	 	 	 	 	 
	Mileage Expenses	 	Travel Vehicle
	 	$0.40 per mile
	 	 	Survey Vehicle
	 	$0.50 per mile
	 	 	Employee Vehicle
	 	Cost * 1.15
	 	 	 
	 	 
	Travel Expenses	 	Lodging
	 	Cost *1.15
	 	 	Meals
	 	Cost *1.15
	 	 	Per Diem
	 	$20.00 per hour
	 	 	 
	 	 
	Equipment Expenses	 	CADD Computer
	 	$10.00 per hour
	 	 	Total Station
	 	$10.00 per hour
	 	 	Global Positioning System
	 	$20.00 per hour
	 	 	 
	 	 
	Survey Supplies	 	Iron Pins
	 	$1.25 each
	 	 	Fence Posts
	 	$5.00 each
	 	 	Lath
	 	$14.00 per bundle
	 	 	 
	 	 
	Photocopies	 	Out of Office
	 	Cost *1.15
	 	 	In Office Copies
	 	 
	 	 	0-25 Copies
	 	$0.20 Each
	 	 	26-100 Copies
	 	$0.15 Each
	 	 	Over 100 Copies
	 	$0.10 Each
	 	 	 
	 	 
	Miscellaneous	 	Project Expenses
	 	Cost *1.15
	 	 	Sub Consultants
	 	Cost *1.15






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ARTICLE 5. MISCELLANEOUS



This Agreement, together with any exhibits and attachments hereto and any documents
incorporated herein, constitutes the entire understanding between the parties concerning the
subject matter hereof. No prior or contemporaneous representations, inducements, promises or
agreements not contained herein are of any force or effect. This Agreement shall be governed by and
construed in accordance with North Dakota law, and shall not be modified except in a writing signed
by all parties. This Agreement is binding upon the parties and their heirs, representatives,
agents, successors and permitted assigns. Neither this Agreement or any parties’ rights, duties
responsibilities or obligations shall be assigned by either party, in whole or in part, without the
prior written consent of the other party hereto. If any provision herein is held to be invalid,
unenforceable, or contrary to public policy, in whole or in part, the remaining provisions shall
not be affected. No omission or delay by either party in enforcing any right or remedy or in
requiring any performance  hereunder shall constitute a waiver of any such right, remedy
or required performance, nor shall it affect the right of either party to enforce such provision
thereafter. The remedies set forth herein are cumulative and in addition to all other remedies
available hereunder, at law and in equity. The headings contained herein are for convenience only
and shall not be considered in interpreting or construing this Agreement. All covenants,
warranties, representations and indemnification obligations set forth in this Agreement shall
survive the termination or expiration hereof. This Agreement may be executed in counterparts, and
facsimile signatures shall be binding upon the parties.



IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written.




	 	 	 	 	 	 	 
	ACCEPTED BY:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Gold Energy, LLC

	 	 	 	Moore Engineering, Inc.
	 	 
	 
	 	 	 	 	 	 
	   /s/ Les Nesvig

	 	 	 	    /s/ [Illegible signature]	 	 
	 

	 	 	 	 	 	 
	Les Nesvig, President

	 	 	 	Title: [Handwritten: Land Surveyor]	 	 






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BREMER TRUST




	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Account Name: Gold Energy, LLC

	 	 	Account No:	 
	 	Gold Energy, LLC
	 	 	 	 
	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Asset Allocation Range	 	 
	Investment Objective	 	Equity %	 	Fixed%	 	Cash%
	o Aggressive Investor
	 	 	85-100	 	 	 	0-15	 	 	 	0-20	 
	o Moderate Aggressive Investor
	 	 	65-85	 	 	 	15-35	 	 	 	0-20	 
	o Moderate Investor
	 	 	35-65	 	 	 	35-65	 	 	 	0-20	 
	o Moderate Conservative Investor
	 	 	15-35	 	 	 	65-85	 	 	 	0-20	 
	o Conservative Investor [Hand marked: X]
	 	 	0-15	 	 	 	85-100	 	 	 	0-30	 
	o See Specific Instructions
	 	 	 	 	 	 	 	 	 	 	 	 
	o Directed
	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	Asset Allocation Target	 	 	Products to Use	 
	 	Equity:

	 	 	 	%	 	 	Mutual Funds:
	 	o Yes
	 	o No
	 
	 	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Fixed:

	 	 	100	%	 	 	Indiv. Securities:
	 	o Yes
	 	o No
	 
	 	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Money Market:

	 	 	     $	 	 	 	Tax Exempt Bonds:
	 	o Yes
	 	o No
	 
	 	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Other:

	 	 	 	 	 	 	Standard Money Market?
	 	o Yes
	 	o No
	 
	 	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	 	     If No (Specify Cusip#):	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	 	 	 

	 	.	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Other Specific Instructions/ Assets Not Managed?	 
	 	[Handwritten: 100% Federated Government Obligations Fund Institutional Shares #5]	 
	 	 	 	 	 	 




I
understand that l reserve the right to change my elections at any time by notification in writing
to Bremer Trust, N.A..



Proxies: Client understands and agrees that Client has the right to vote all proxies which are
solicited for securities held in the account. However, unless directed so in writing, all proxies
will be voted by Bremer Trust for securities held on your behalf.



Shareholder Disclosure — SEC Rules authorize companies to request the identities of those who own
their securities for communications purposes. I direct you to maintain confidentiality and not
disclose my name when such requests are received. (By checking this box, o I direct you to
disclose my name, address, and security position held.)



12CFRI2 — Special mailings identifying security transactions within five business days are not
provided but are available at no cost upon clients written request.



This Agreement represents the entire agreement between parties with respect to the subject matter
contained herein. This Agreement may not be changed orally, but only by an agreement in writing
signed by all parties.




 









 








	 	 	 
	Dated:
10/05/2005

	 	Signed: /s/ Illegible signature
[Handwritten:Treasurer]
	 
	 	 
	Dated:
10/05/2005

	 	Signed: /s/ Les Nesvig
[Handwritten: chairman]
	Issue Date: 01/10/00
	 	 
	Revision Date: 09/28/05
	 	 






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