exv10w14



 








EXHIBIT 10.14




REAL ESTATE OPTION AGREEMENT




     THIS REAL ESTATE OPTION AGREEMENT (“Agreement”) is made this  28 day of 
September  , 2005, by and between James, Dan and William Dotzenrod Farm Partnership, a North
Dakota general partnership (hereinafter referred to as
“Optionor”) and Gold Energy, LLC, a
Minnesota company (hereinafter referred to as “Optionee”).



     WITNESSETH:



     WHEREAS, Optionor is the owner of real estate described below and desires to exchange cash
for said real property under defined terms; and Optionee desires to acquire said Property from Optionor
in accordance with the terms and conditions set forth hereafter.



     NOW THEREFORE, IN CONSIDERATION of the covenants and promises contained hereafter, it is
agreed:



     PREMISES: Optionor hereby grants to Optionee the exclusive option to purchase real
estate located in Richland County, North Dakota, (the “Property”) more specifically described as
follows:




120 acres, more or less, with a survey to govern, located in the North Half (N1/2) of
Section One (1), Township One Hundred Thirty-two (132) North, Range Fifty-two (52), West
of the Fifth Principal Meridian, Richland County, North Dakota, lying West of the
Canadian Pacific Railroad.



     CONSIDERATION: The price (the “Purchase Price”) for the Property shall be $5,000.00
an acre, payable by the Optionee as herein provided with acreage to be determined by the survey
referenced previously. As consideration for the option, Optionee agrees to pay to Optionor at the
time of the execution of this Agreement the sum of $1,000.00 (the “Option Consideration”) with said
payment to be credited to the Purchase Price at closing. The remaining balance of the Purchase
Price shall be paid in cash and at closing.



     TERM: This Agreement shall commence on the date of the execution of this Agreement
and continue to the 29th day of August, 2006 at 5:00 o’clock P.M. Optionee shall have
the right to extend this option for an additional six (6) months upon payment to Optionor of the
sum of $500.00, which shall become a part of the Option Consideration. If not exercised timely,
this Agreement shall expire automatically and be null and void and the Option Consideration shall
be forfeited to the Optionor. If extended, the additional $500.00 shall be credited against the
Purchase Price at closing.



     NOTICE OF EXERCISE OF OPTION: Optionee shall at any time during the option term
notify Optionor by registered mail, Federal Express delivery or hand delivery of its written demand
that Optionee intends to complete the purchase of the Property. The conveyance and



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closing for the
Property defined above shall thereupon be completed within 90 days thereafter in accordance with
the terms and conditions set forth hereafter.




     TERMS: In the event this Option is exercised, Optionor agrees to sell and Optionee
agrees to purchase the Property, with improvements thereon, if any, under the following terms and
conditions:




	 	1.	 	Right to Enter Property and Due Diligence. Optionor agrees that Optionee
and/or third-parties directed by Optionee, shall have the right to enter upon the Property
at any time from the date of this agreement until closing in order to conduct due diligence
investigations upon the Property by giving Optionor one (1) day advanced written or verbal
notice. Any due diligence costs and work performed, including, but not limited to, surveys
and environmental studies conducted, shall be at the sole cost of the Optionee.
	 
	 	2.	 	Crop Damage. In the event that Optionee’s due diligence and/or conveyance of
the Property to Optionee shall occur after Optionor, or its tenants and/or agents, plants
crops, but before harvest of those crops, the parties hereto mutually agree that Optionor
shall have the right, upon notice to the Optionee and at the Optionee’s convenience, to
harvest any crops not destroyed by the Optionee in the process of its due diligence and/or
its construction of an ethanol plant and related improvements thereto. The Optionee shall
have no duty to preserve any of such crops, and the Optionor accepts as liquidated damages
(in lieu of any and all other damages) an amount equal to the most recent USDA proven yield
for the commodity planted on the Property in the year of damage multiplied by the USDA four
year average price for the commodity grown in the year of damage, multiplied by the number
of acres, or fractional acres, of crop destroyed on the Property. If the parties cannot
mutually agree upon the number of crop acres damaged, the number of such cop acres damaged
shall be measured by an independent third-party as the parties hereto may mutually
identify.
	 
	 	3.	 	Termination Of Tenants. Regardless of when or if Optionee provides notice of
the exercise of its option provided hereunder, in the event this option is exercised,
Optionor agrees to provide timely notice to any tenant of the Property of the termination
of such tenant’s tenancy. Such notice shall follow the form required for the termination
of farm tenancies under the applicable lease terms involved and/or North Dakota Law.
	 
	 	4.	 	Title Examination. No later than 20 days from delivery of notice of exercise of
the option granted hereby, the Optionor shall furnish to Optionee a duly certified Abstract
of Title to the Property, continued to a recent date, showing good and marketable title in
the Optionor, free and clear of all liens and encumbrances, except as noted below. The
Optionee shall have 15 days time to examine said abstract of title and within said period
of time shall promptly notify the Optionor of all objections thereto in writing. If the
title to the Property is unmarketable, the Optionor shall have a period of 90 days in which
to correct the title and make it marketable. If the title to the Property cannot be made
marketable within said period of time or such further time as may be granted by the
Optionee, the Optionee shall be entitled to the return of the Option Consideration paid





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under this Agreement, but otherwise this Agreement shall be wholly null, void and
unenforceable.




	 	5.	 	Title, Liens and Encumbrances. At closing, Optionor shall transfer title to
Optionee by a Warranty Deed conveying good and marketable title to the Optionee. The sale
and transfer by Warranty Deed shall be free of all liens and encumbrances except for the
following:






	 	A.	 	Building and zoning laws, ordinances, sate and federal regulations, provided
they do not materially and adversely affect the use of the property;
	 
	 	B.	 	Reservation of any mineral or mineral rights of record;
	 
	 	C.	 	Utility, drainage and other easements of record which do not materially and
adversely interfere with the use of the Property.
	 
	 	D.	 	Part of the property may be subject to a Conservation Reserve Program contract
with the United States Department of Agriculture in regard to which Optionee shall
accept title subject to said Contract and shall indemnify the
Optionors as more fully set
forth herein with respect thereto.






	 	6.	 	Taxes and Special Assessments. The Optionor agrees to pay all real estate
taxes and assessments for special improvements levied or assessed for the year prior to
closing. Real estate taxes, and assessments for special improvements for the year of
closing shall be prorated between the Optionor and the Optionee and in the event the exact
amount of the taxes and assessments for that year are not yet known, the amount to be
prorated shall be based on the real estate taxes and assessments for special improvements
for the previous year. Optionee agrees to pay the real estate taxes and assessments for
special improvements for all subsequent years.
	 
	 	7.	 	Closing and Possession. Possession is to be given immediately upon completion
of closing. Closing shall occur after approval of title and PRIOR TO POSSESSION, but in no
event later than 90 days from the date of the notice of exercise of the option, or as
otherwise agreed upon by the parties.
	 
	 	8.	 	Default. In the event either party has fulfilled all of its obligations
hereunder and all conditions precedent and concurrent to closing for which it is
responsible and the other party fails to fulfill its obligations hereunder and continues to
fail and refuses to fulfill its obligations hereunder for more than 30 days after receipt
of written notice of such default from the non-defaulting party, the non-defaulting party
may either: in the case of the Optionee 1) terminate this Agreement, in which event it shall be entitled to refund of
the Option Consideration and any other monies paid hereunder to
Optionor and such termination and
Option Consideration shall be the sole remedy and damages available, or 2) pursue any legal
and/or equitable remedy available to it; or in the case of the Optionor 1) terminate this
Agreement, in which event it shall be entitled to retain the Option Consideration and any
other monies paid




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hereunder by Optoinee to Optionor, and such termination and retainage
shall be the sole remedy and damages available to the Optionee, or 2) pursue any legal
and/or equitable remedy available to it.




	 	9.	 	Disclaimer — the Property is sold AS IS. Except for warranty of title,
Optionor will give no warranty and will make to representations to Optionee of any kind.
THERE ARE NO EXPRESS WARRANTIES AND OPTIONOR SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING WARRANTIES OF HABITABILITLY, IMPLIED WARRANTIES, IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE PROPERTY WILL BE SOLD AS IS, WITHOUT
WARRANTY OF ANY KIND, WITH ALL FAULTS AND IN ITS PRESENT CONDITION. THE PROPERTY WILL ALSO
BE SOLD WHERE IS AND NO WARRNATY OR REPENSTATIONS WITH RESPECT TO BOUNDARY LINES WILL BE
MADE BY OPTIONOR. Optionee must satisfy Optionee that the Property is entirely within
boundary lines expected. Optionee represents to the Optionor that Optionee takes the
Property in its present condition with all its faults. Optionee has been or will be
provided full and complete access to the Property and the full right to examine and test
the same. Optionee is relying solely upon such access, investigation and Optionee’s
testing and is not relying upon any representation or warranty of Optionor.
	 
	 	10.	 	Drainage. Optionee agrees that the drainage as it presently exists on Section One
(1), Township One Hundred Thirty-two (132) West, Range Fifty-two (52), West of the Fifth
Principal Meridian, Richland County, North Dakota, shall remain as it presently exists.
	 
	 	11.	 	FSA Acres. Calculation rights for any and all
Farm Service Agency payment acres (or
what were formerly referred to as “Base Acres”) transferred pursuant to the exercise of this
option shall be signed over to the James, Dan, and William Dotzenrod Farm Partnership at no
cost to the partnership. Notwithstanding the foregoing, to the extent that any Conservation
Reserve Program acres are transferred to the Optionee, then Optionee shall succeed to said
Conservation Reserve Program contract and be entitled to those contract payments as per the
terms of the contract.
	 
	 	12.	 	Indemnification. Optionee will indemnify and hold Optionor harmless from all
liabilities (including reasonable attorney’s fees in defending against said claims) arising
out of claims by third parties, including, but not limited to, the United States Department of
Agriculture with respect to the Conservation Reserve Program contract, relating to acts or
occurrences on, at, or with respect to the Property, which occur subsequent to the closing.
	 
	 	13.	 	Access. Optionee, at Optionee’s sole cost, shall provide Optionor with access to the
farmland located in Section One by virtue of either an access road on the East side of the new
railroad tracks contemplated as part of the development of the Optionee or by virtue of two
approaches providing access to the West side of Section One (1), Township One





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Hundred Thirty-Two (132)  Range Fifty-two (52), together with appropriate culverts at Optionee’s
expense. Said approaches and/or access shall be wide enough for semi trucks and other
appropriate farm implements to access said property of the
Optionor. Optoinee shall maintain said approaches and accesses allowing access at no cost
to the Optionor in perpetuity.




	 	14.	 	Hangar. Subsequent to closing but prior to any improvements being constructed on the
Property, Optionor shall have eth right to remove the 42’ by 32’ hangar presently located on
the property at no cost to Optionee.





SURVIVAL All of the terms, representations, warranties and disclaimers contained in
this Agreement are continuing and shall survive the closing.



RECORDING OF OPTION The parties hereto agree that this Option Agreement may be
recorded with the Richland County Recorder’s office.



NOTICES Any notice, demand or other document which either party is required or may
desire to give or deliver to or make upon the other party shall be given in writing and served
either personally or given by prepaid United States certified mail, return receipt requested, and
addressed to the following addresses:



	 	 	 
	If to Optionor:

	 	James, Dan and William Dotzenrod Farm Partnership
	 

	 	7855 Highway 18
	 

	 	P.O. Box 69
	 

	 	Wyndmere, North Dakota 58081-0069
	 
	 

	 	With a copy to:
	 
	 

	 	R.E.T. Smith
	 

	 	Smith, Stregge & Fredricksen, Ltd.
	 

	 	Box 38
	 

	 	Wahpeton, ND 58074
	 
	 	 
	If to Optionee:

	 	Gold Energy, LLC
	 

	 	c/o _______________
	 

	 	1183 6th Street South
	 

	 	Wahpeton, ND 58075






1031 EXCHANGE: If requested by Optionor, Optionee will cooperate with the Optionor in
conducting a §1031 like-kind exchange, the cost of which will be paid by the Optionor.



TIME: Time is of the essence as to the performance of all of the terms and conditions
of this Agreement.



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     IN WITNESS WHEREOF, said parties hereto subscribe their names.



	 	 	 	 	 	 	 	 	 	 	 
	OPTIONOR:	 	 	 	OPTIONEE:	 	 
	 
	JAMES, DAN, AND WILLIAM DOTZENROD	 	 	 	GOLD ENERGY, LLC	 	 
	FARM PARTNERSHIP	 	 	 	 	 	 	 	 
	By:

	 	/s/ Dan D. Dotzenrod
 

	 	 	 	By:
	 	/s/ Daniel O. Skolness
 

	 	 
	 	 	Dan D. Dotzenrod, General Partner	 	 	 	Its [Handwritten: Vice President]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ James A. Dotzenrod	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	James A. Dotzenrod, General Partner	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ William E. Dotzenrod	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	William E. Dotzenrod, General Partner	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 
	STATE OF

	 	North Dakota
	 	)	 	 	 	 	 
	 

	 	 	 	)	 	 	SS:
	 	 
	COUNTY OF

	 	Richland
	 	)	 	 	 	 	 





James A. Dotzenrod and William E. Dotzenrod,




     On
this 29th
day of September, 2005, before me personally appeared
Dan D. Dotzenrod, known to me to be a general partners of James, Dan and William
Dotzenrod Farm Partnership, a North Dakota general partnership, the partnership that is described
in and that executed the within and foregoing document, and acknowledged to me that they executed
the same on behalf of said partnership.



	 	 	 	 	 	 	 	 	 
	[Stamped:

	 	 
	 	SUSAN P. STREGE 
	 	/s/ Susan P. Stege
 

	 	 
	 

	 	 	 	Notary Public
	 	Notary Public	 	 
	 

	 	 	 	State of North Dakota
	 	My Commission Expires: 7-12-06	 	 
	 

	 	My
	 	Commission Expires July 12, 2006]	 	 	 	 






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	STATE OF

	 	North Dakota
	 	)	 	 	 	 	 
	 

	 	 	 	)	 SS:	 	
	 	 
	COUNTY OF

	 	Richland
	 	)	 	 	 	 	 






     On
this 28th day of September, 2005, before me personally appeared
 Daniel O. Skolness known to me to be the Vice President of Gold
Energy, LLC, a Minnesota limited liability company, the limited
liability company,
that said described in and that executed the within and foregoing document, and acknowledged to me
that he executed the same on behalf of said limited liability company.



	 	 	 	 	 
	 

	 	/s/ Mary Beth Reynolds
 

Notary Public
	 	 
	 

	 	My Commission Expires:	 	 
	 
	 

	 	[Stamped: MARY BETH REYNOLDS	 	 
	 

	 	Notary Public	 	 
	 

	 	State of North Dakota	 	 
	 

	 	My Commission Expires Feb. 14, 2011]	 	 







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